485BPOS

As filed with the Securities and Exchange Commission
on September 30, 2005

Securities Act Registration Nos. 333-60561
Investment Company Act Registration No. 811-08915

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  o

  POST-EFFECTIVE AMENDMENT NO. 13  x

  and/or

  REGISTRATION STATEMENT UNDER THE
  INVESTMENT COMPANY ACT OF 1940  o

  Amendment No. 13  x

(Check appropriate box or boxes)

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

(formerly PRUDENTIAL DIVERSIFIED FUNDS)
(Exact name of registrant as specified in charter)

GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 802-6469

Jonathan D. Shain
100 Mulberry Street
Gateway Center Three
Newark, New Jersey 07102-4077

(Name and Address of Agent for Service)

It is proposed that this filing will become effective
(check appropriate box):

x  immediately upon filing pursuant to paragraph (b)

o  on (date) pursuant to paragraph (b)

o  60 days after filing pursuant to paragraph (a)(1)

o  on (date) pursuant to paragraph (a)(1) of Rule 485

o  75 days after filing pursuant to paragraph (a)(2)

o  on (date) pursuant to paragraph (a)(2) of Rule 485
  If appropriate, check the following box:

o  this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Title of Securities Being Registered Shares of Beneficial Interest, $.001 par value
per share

PROSPECTUS

SEPTEMBER 30, 2005

STRATEGIC PARTNERS

ASSET ALLOCATION FUNDS

STRATEGIC PARTNERS

CONSERVATIVE ALLOCATION FUND
(formerly Strategic Partners
Conservative Growth Fund)

STRATEGIC PARTNERS

MODERATE ALLOCATION FUND
(formerly Strategic Partners
Moderate Growth Fund)

STRATEGIC PARTNERS

GROWTH ALLOCATION FUND
(formerly Strategic Partners
High Growth Fund)

OBJECTIVE

Seeks current income and a reasonable
level of capital appreciation

OBJECTIVE

Seeks capital appreciation and a reason-
able level of current income

OBJECTIVE

Seeks long-term capital appreciation

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

Table of Contents

1	Risk/Return Summary
1	Investment Objectives and Principal Strategies
10	Principal Risks
12	Evaluating Performance
19	Fees and Expenses
22	How the Funds Invest
22	Investment Policies
28	Other Investments and Strategies
33	Investment Risks
43	How the Trust is Managed
43	Board of Trustees
43	Manager
44	Advisers and Portfolio Managers
52	Distributor
52	Disclosure of Portfolio Holdings
53	Fund Distributions and Tax Issues
53	Distributions
54	Tax Issues
55	If You Sell or Exchange Your Shares
57	How to Buy, Sell and Exchange Shares of the Funds
57	How to Buy Shares
67	How to Sell Your Shares
71	How to Exchange Your Shares
75	Telephone Redemptions or Exchanges
76	Expedited Redemption Privilege
77	Financial Highlights
	For More Information (Back Cover)

Risk/Return Summary

This section highlights key information about the investment portfolios (the Funds) of Strategic Partners Asset Allocation Funds (the Trust). Additional information follows this summary.

The following summarizes the investment objective, principal strategies and principal risks for each of the Funds. For more information on the risks associated with the Funds, see "Principal Risks" below. While we make every effort to achieve the investment objective for each Fund, we can't guarantee success.

INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES

Introduction

Studies have shown that one of the greatest impacts on long-term investment returns is attributable to an investor's asset allocation decisions (i.e., the mix of stocks, bonds and money market investments) rather than market timing or individual security selection.¹ Many investors do not have the time, the experience or the resources to implement a sound asset allocation strategy on their own. Investors have increasingly looked to mutual funds as a way to diversify their investments.

The Trust is designed for investors who want investment professionals to make their asset allocation decisions. The Trust offers three Funds designed to provide investors with a means to manage their long-term investments prudently in light of their personal investment goals and risk tolerance. Each Fund pursues its investment objective by investing in a mix of equity and fixed-income securities appropriate for a particular type of investor. Each Fund may serve as the cornerstone of a larger investment portfolio.

1  Source: Association for Investment Management Research, "Does Asset Allocation Policy Explain 40, 90 or 100 percent of performance?" by Roger D. Ibbotson and Paul D. Kaplan, Financial Analysts Journal, January/February 2000.

Strategic Partners Asset Allocation Funds 1

Risk/Return Summary

How Do The Funds Differ?

Each Fund has a distinct investment objective and is situated differently along the risk/return spectrum.

The risk/return balance of each Fund depends upon the proportion of assets it allocates to different types of investments. Of course, higher risk does not always result in higher returns. Historic performance is no guarantee of future results.

Prudential Investments LLC (PI or the Manager) has developed an asset allocation strategy for the Funds designed to provide a mix of investment types and styles that is appropriate for investors with conservative, moderate and aggressive investment orientations.

Strategic Partners Conservative Allocation Fund (Conservative Allocation Fund). The Fund's investment objective is to seek to provide current income and a reasonable level of capital appreciation. The Fund may be appropriate for investors, such as those in early retirement, who need to draw income from investments while obtaining a measure of long-term capital growth as a hed ge against inflation. The Fund's focus on bonds for greater stability of principal also makes it suitable for conservative investors seeking income and modest growth, especially those concerned about market volatility.

Risks

n  Market risk

n  Style risk

n  Credit risk

n  Interest rate risk

n  Small and medium size company risk

n  Derivatives risk

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n  Leverage risk

n  Prepayment risk

n  Junk bond risk

n  Foreign market risk

n  Currency risk

Strategic Partners Moderate Allocation Fund (Moderate Allocation Fund). The Fund's investment objective is to seek to provide capital appreciation and a reasonable level of current income. The Fund may be appropriate for investors looking for a balance of long-term capital growth and current income (e.g., investors in their 50s who are saving on a regular basis for retirement and who plan to retire in their early to mid 60s). The Fund offers a diversified approach to equities for long-term growth, but will normally maintain a substantial component of fixed-income securities to provide current income and a measure of stability.

Risks

n  Market risk

n  Style risk

n  Small and medium size company risk

n  Foreign market risk

n  Currency risk

n  Credit risk

n  Interest rate risk

n  Derivatives risk

n  Leverage risk

n  Prepayment risk

n  Junk bond risk

Strategic Partners Growth Allocation Fund (Growth Allocation Fund). The Fund's investment objective is to seek to provide long-term capital appreciation. The Fund may be appropriate for investors seeking long-term capital growth. In addition, investors who already have a diversified portfolio may find this allocation suitable as an additional growth component (e.g., investor s in their 20s, 30s or 40s who are saving for retirement and who plan to retire in their early to mid 60s).

Risks

n  Market risk

n  Style risk

n  Foreign market risk

n  Currency risk

n  Small and medium size company risk

n  Derivatives risk

Strategic Partners Asset Allocation Funds 3

Risk/Return Summary

An investor can choose any of these three Funds, depending on his or her financial situation, personal investment objectives, investment horizon and level of risk tolerance.

How Are the Funds Managed?

The Manager has contracted with several highly regarded subadvisers (called Advisers) to manage the assets of each Fund. Each Adviser manages a portion of a Fund's assets, focusing on a particular type and style of investing. The Manager monitors the performance of each Fund's Advisers and allocates the Fund's assets among its Advisers.

The Manager believes that its asset allocation strategy and multi-Adviser approach will enhance the performance of the Funds and minimize their volatility. First, the Manager has identified a select group of proven, experienced Advisers. Although each Adviser will focus the management of its Fund segment on a particular type and style of investing, the Manager believes that the combined efforts of several Advisers will result in prudently diversified Funds. Secondly, the Manager believes that, at any given time, certain investment types and styles will generate higher returns than others. Accordingly, the Manager believes that diversifying each Fund among a variety of investment types and styles will reduce volatility relative to the price movements of a single asset class.

Conservative Allocation Fund

The Fund's investment objective is to seek to provide current income and a reasonable level of capital appreciation. This means that we seek investments that will pay income and investments that will increase in value. The Fund seeks to achieve its objective by investing in a diversified portfolio of fixed-income and equity securities. The table identifies the Fund's Advisers, the Fund segments they managed as of the date of this Prospectus, and the allocations among Advisers as of July& nbsp;31, 2005 as a percentage of long-term investments. The allocations among Advisers will be reviewed by the Manager periodically, and the allocations among Advisers may be altered or adjusted by the Manager without prior notice to shareholders. Such adjustments will be reflected in an annual update to this prospectus.

Adviser	Allocation of Fund's Long-Term Investments			Asset Class	Primary Investment Type/Style
Marsico Capital Management LLC (Marsico)  and Goldman Sachs Asset  Management L.P. (GSAM)		13	%	Equities	Growth-oriented, focusing on large-cap stocks
Hotchkis & Wiley Capital Management  (Hotchkis & Wiley) and JPMorgan Fleming  Asset Management (JPMorgan)		15	%	Equities	Value-oriented, focusing on large-cap stocks
RS Investment Management, LP (RS Investments)		4	%	Equities	Growth-oriented, focusing on small-cap stocks

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Adviser	Allocation of Fund's Long-Term Investments			Asset Class	Primary Investment Type/Style
EARNEST Partners (EARNEST) and Vaughan Nelson Investment Management LP (Vaughan Nelson)		4	%	Equities	Value-oriented, focusing on small-cap stocks
Pacific Investment Management Company LLC (PIMCO)		54	%	Fixed Income	High-quality debt instruments
Goldman Sachs Asset Management (GSAM)		10	%	Fixed Income	High-yield debt, including junk bonds and emerging market debt

In response to market developments, the Manager may rebalance the allocation of the Fund's assets or may add or eliminate Fund segments in accordance with the Fund's investment objective and the policies described below.

The Fund will normally invest approximately 60% of its total assets (which may range up to 65% of its total assets) in debt obligations of varying credit quality, including securities issued or guaranteed by the U.S. government and its agencies, and debt obligations issued by U.S. companies, foreign companies and foreign governments and their agencies. The Fund may invest in mortgage-related securities issued or guaranteed by U.S. government entities and in privately-issued, mortgage-related securities (not issued or guaranteed by the U.S. government). These investments may include collateralized mortgage obligations and stripped mortgage-backed securities. In addition, the Fund may invest up to 10% of its total assets in asset-backed securities.

The Fund may invest up to 15% of its total assets in credit-linked securities, which give the Fund the right to receive periodic interest payments from the issuer of the credit-linked security at an agreed-upon interest rate and a return of principal at the maturity date. In addition, the Fund may invest up to 5% of its total assets in event-linked bonds, the return of principal and payment of interest on which depends on the non-occurrence of a specific "trigger" event, such as a hurric ane, earthquake or other physical or weather-related phenomenon. The debt obligations held by the fixed income sleeves of the Fund investing in high-quality debt instruments will normally have a dollar-weighted average maturity of between 4 and 15 years or an average duration ranging between two years below and two years above the average duration of a broad-based bond market index.

The Fund may invest up to 35% of its total assets in high-yield debt obligations - also known as "junk bonds" - including up to 25% of its total assets in securities rated below B by Standard & Poor's (S&P), Moody's Investors Service (Moody's) or another major rating service, and unrated debt obligations that we believe are comparable in quality. The Fund may continue to hold an obligation even if it is later downgraded or no longer rated. The Fund may invest in th e securities of issuers that are in default.

Strategic Partners Asset Allocation Funds 5

Risk/Return Summary

The Fund may invest up to 30% of its total assets in non-U.S. dollar denominated foreign debt obligations, including up to 10% of its total assets in securities of issuers in emerging markets.

The Fund will normally invest approximately 40% of its total assets (which may range up to 45% of its total assets) in common stocks of U.S. and foreign companies of all market capitalization ranges. The Fund will normally invest up to 15% of its total assets in common stocks of small capitalization ("small-cap") companies. Small-cap companies are similar to those found in the Russell 2000 Index, a market capitalization weighted index comprised of the 2000 smallest companies in the Russell 3000 Index, which in turn is comprised of 3000 of the largest capitalized U.S.domiciled companies whose common stock is traded in the U.S. on the New York Stock Exchange (NYSE), American Stock Exchange or NASDAQ. Subject to certain restrictions, the Fund may invest up to 5% of its total assets in any one exchange-traded fund (ETF) or other registered investment company (RIC) and may invest up to 10% of its total assets in ETFs or other RICs collectively.

The Fund may invest up to 20% of its total assets in non-U.S. dollar denominated stocks of foreign companies, including companies in emerging markets. The Fund considers "foreign" securities to be only those debt securities or stocks of foreign companies that are denominated in foreign currencies (including the euro - a multinational currency unit). Therefore, the limitations described above on the amount of the Fund's total assets that may be invested in foreign debt securities and stocks of foreign companies do not apply to U.S. dollar denominated foreign debt securities or stocks.

The Fund may invest in Real Estate Investment Trusts (REITs), zero coupon bonds, deferred interest bonds, paid-in-kind securities, capital appreciation bonds, equity/mortgage swaps, structured securities, bank obligations, and interest rate caps, collars and floors.

Moderate Allocation Fund

The Fund's investment objective is to seek to provide capital appreciation and a reasonable level of current income. This means that we seek investments that will increase in value and investments that will pay income. The Fund seeks to achieve its objective by investing in a diversified portfolio of equity and fixed-income securities. The table below identifies the Fund's Advisers, the Fund segments they managed as of the date of this Prospectus, and the allocations among Advisers as of July 31, 2005 as a percentage of long-term investments. The allocations among Advisers will be reviewed by the Manager periodically, and the allocations among Advisers may be altered or adjusted by the Manager without prior notice to shareholders. Such adjustments will be reflected in an annual update to this prospectus.

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Adviser	Allocation of Fund's Long-Term Investments			Asset Class	Primary Investment Type/Style
Marsico and GSAM		18	%	Equities	Growth-oriented, focusing on large-cap stocks
Hotchkis & Wiley and JPMorgan		20	%	Equities	Value-oriented, focusing on large-cap stocks
RS Investments		6	%	Equities	Growth-oriented, focusing on small-cap stocks
EARNEST and Vaughan Nelson		6	%	Equities	Value-oriented, focusing on small-cap stocks
LSV Asset Management (LSV) and  Thornburg Investment Management, Inc.  (Thornburg)		14	%	International Equities	Stocks of foreign companies
PIMCO		30	%	Fixed Income	High-quality debt instruments
GSAM		6	%	Fixed Income	High-yield debt, including junk bonds and emerging markets debt

In response to market developments, the Manager may rebalance the allocation of the Fund's assets or may add or eliminate Fund segments in accordance with the Fund's investment objective and the policies described below.

The Fund will normally invest approximately 65% of its total assets (which may range up to 70% of its total assets) in common stocks of U.S. and foreign companies of all market capitalization ranges. The Fund will normally invest up to 25% of its total assets in common stocks of small-cap companies. Small-cap companies are similar to those found in the Russell 2000 Index, a market capitalization weighted index comprised of the 2000 smallest companies in the Russell 3000 Index, which in turn is comprised of 3000 of the largest capitalized U.S.domiciled companies whose common stock is traded in the U.S. on the NYSE, American Stock Exchange or NASDAQ. Subject to certain restrictions, the Fund may invest up to 5% of its total assets in any one ETF or other RIC and may invest up to 10% of its total assets in ETFs or other RICs collectively.

The Fund may invest up to 30% of its total assets in non-U.S. dollar denominated stocks of foreign companies, including companies in emerging markets. The Fund considers "foreign" securities to be only those debt securities or stocks of foreign companies that are denominated in foreign currencies (including the euro - a multinational currency unit). Therefore, the limitations described above on the amount of the Fund's total assets that may be invested in foreign debt securities and stocks of foreign companies do not apply to U.S. dollar denominated foreign debt securities or stocks.

The Fund will normally invest approximately 35% of its total assets (which may range up to 40% of its total assets) in debt securities of varying credit quality, including securities issued or guaranteed by the U.S. government and its agencies, and debt obligations issued by U.S. companies, foreign companies and foreign governments and their agencies. The Fund may invest in mortgage-related securities issued or guaranteed by U.S. government entities and in privately issued mortgage-related

Strategic Partners Asset Allocation Funds 7

Risk/Return Summary

securities (not issued or guaranteed by the U.S. government). These investments may include collateralized mortgage obligations and stripped mortgage-backed securities. In addition, the Fund may also invest up to 10% of its total assets in asset-backed securities.

The Fund may invest up to 15% of its total assets in credit-linked securities, which give the Fund the right to receive periodic interest payments from the issuer of the credit-linked security at an agreed-upon interest rate and a return of principal at the maturity date. In addition, the Fund may also invest up to 5% of its total assets in event-linked bonds, the return of principal and payment of interest on which depends on the non-occurrence of a specific "trigger" event, such as a h urricane, earthquake or other physical or weather-related phenomenon. The debt obligations held by the fixed income sleeves of the Fund investing in high-quality debt instruments will normally have a dollar-weighted average maturity of between 4 and 15 years or an average duration ranging between two years below and two years above the average duration of a broad-based bond market index.

The Fund may invest up to 35% of its total assets in high-yield debt obligations - also known as "junk bonds" - including 25% of its total assets in securities rated below B by S&P, Moody's or another major rating service, and unrated debt obligations that we believe are comparable in quality. The Fund may continue to hold an obligation even if it is later downgraded or no longer rated. The Fund may invest in the securities of issuers that are in default.

The Fund may invest up to 30% of its total assets in non-U.S. dollar denominated foreign debt obligations, including up to 10% of its total assets in debt obligations of issuers in emerging markets.

Each Fund may invest in Real Estate Investment Trusts (REITs), zero coupon bonds, deferred interest bonds, paid-in-kind securities, capital appreciation bonds, equity/mortgage swaps, structured securities, bank obligations, and interest rate caps, collars and floors.

Growth Allocation Fund

The Fund's investment objective is to seek to provide long-term capital appreciation. This means that we seek investments that will increase in value. The Fund seeks to achieve its objective by investing primarily in a diversified portfolio of equity securities. The table below identifies the Fund's Advisers, the Fund segments they managed as of the date of this Prospectus, and the allocations among Advisers as of July 31, 2005 as a percentage of long-term investments. The allocations among Advisers will be reviewed by the Manager periodically, and the allocations among Advisers may be altered or adjusted by the Manager without prior notice to

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shareholders. Such adjustments will be reflected in an annual update to this prospectus.

Adviser	Allocation of Fund's Long-Term Investments			Asset Class	Primary Investment Type/Style
Marsico and GSAM		29	%	Equities	Growth-oriented, focusing on large-cap stocks
Hotchkis & Wiley and JPMorgan		27	%	Equities	Value-oriented, focusing on large-cap stocks
RS Investments		10	%	Equities	Growth-oriented, focusing on small-cap stocks
EARNEST and Vaughan Nelson		11	%	Equities	Value-oriented, focusing on small-cap stocks
LSV and Thornburg		23	%	International Equities	Stocks of foreign companies

In response to market developments, the Manager may rebalance the allocation of the Fund's assets or may add or eliminate Fund segments in accordance with the Fund's investment objective and the policies described below.

The Fund will normally invest substantially all of its assets in common stocks of U.S. and foreign companies of all market capitalization ranges. The Fund will normally invest up to 35% of its total assets in common stocks of small-cap companies. Small-cap companies are similar to those found in the Russell 2000 Index, a market capitalization weighted index comprised of the 2000 smallest companies in the Russell 3000 Index, which in turn is comprised of 3000 of the largest capitalized U.S.domiciled companies whose common stock is traded in the U.S. on the NYSE, American Stock Exchange or NASDAQ. Subject to certain restrictions, the Fund may invest up to 5% of its total assets in any one ETF or other RIC and may invest up to 10% of its total assets in EFTs or other RICs collectively.

The Fund may invest up to 40% of its total assets in non-U.S. dollar denominated stocks of foreign companies, including companies in emerging markets. The Fund considers "foreign" securities to be only those stocks of foreign companies that are denominated in foreign currencies (including the euro - a multinational currency unit). Therefore, the limitation described above on the amount of the Fund's total assets that may be invested in the stocks of foreign companies does not apply to U.S. dollar denominated foreign stocks.

The Fund may invest up to 35% of its total assets in money market instruments when deemed appropriate by the Manager to preserve the Fund's assets. To the extent the Fund invests in money market instruments, the Fund limits the potential for capital appreciation and achieving its investment objective of long-term capital appreciation.

Each Fund may invest in Real Estate Investment Trusts (REITs), zero coupon bonds, deferred interest bonds, paid-in-kind securities, capital appreciation bonds,

Strategic Partners Asset Allocation Funds 9

Risk/Return Summary

equity/mortgage swaps, structured securities, bank obligations, and interest rate caps, collars and floors.

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risk. Like any mutual fund, an investment in a Fund could lose value, and you could lose money. The following summarizes the principal risks of investing in the Funds. Unless otherwise indicated, the following risks apply to each of the Funds.

Market Risk For Common Stocks

Since the Funds invest in common stocks, there is the risk that the price of a particular stock owned by a Fund could go down. Generally, the stock price of large companies is more stable than the stock price of smaller companies, but this is not always the case. In addition to an individual stock losing value, the value of a market sector or of the equity market as a whole could go down. In addition, different parts of a market can react differently to adverse issuer, market, regulatory, political and economic developments.

Small- and Medium-Size Company Risk

Each Fund has segments that invest in stocks of small-size ("small-cap") companies. In addition, each of the Advisers that invests in stocks may from time to time invest in stocks of medium-size ("mid-cap") companies. Mid-cap companies are similar to those found in the Russell MidCap Index, a market capitalization weighted index of common stocks designed to track the performance of mid-cap companies. Small- and mid-cap companies usually offer a smaller range of products and services than larger companies. They may also have limited financial resources and may lack management depth. As a result, the prices of stocks issued by small- and medium-size companies tend to fluctuate more than the stocks of larger, more established companies.

Style Risk

Since some of the Fund segments focus on either a growth or value style, there is the risk that a particular style may be out of favor for a period of time.

Market Risk For Debt Obligations

Debt obligations are also subject to market risk, which is the possibility that the market value of an investment may move up or down and that its movement may occur quickly or unpredictably. Market risk may affect an industry, a sector or the entire market.

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Political Developments

Political developments may adversely affect the value of a Fund's foreign securities.

Foreign Market Risk

Investing in foreign securities involves more risk than investing in securities of U.S. issuers. Foreign markets - especially emerging markets - tend to be more volatile than U.S. markets and are generally not subject to regulatory requirements comparable to those in the U.S.

Currency Risk

Changes in currency exchange rates may affect the value of foreign securities held by a Fund and the amount of income available for distribution. If a foreign currency grows weaker relative to the U.S. dollar, the value of securities denominated in that foreign currency generally decreases in terms of U.S. dollars. If a Fund does not correctly anticipate changes in exchange rates, certain hedging activities may also cause the Fund to lose money and reduce the amount of income available for distribution.

Other Principal Risks - Conservative Allocation and Moderate Allocation Funds

Interest Rate Risk

Debt obligations with longer maturities typically offer higher yields, but are subject to greater price shifts as a result of interest rate changes than debt obligations with shorter maturities. The prices of debt obligations generally move in the opposite direction to that of market interest rates.

Derivatives Risk

A Fund may use derivatives including swaps, options and futures as a principal investment strategy to improve its returns or to protect its assets. When used for hedging purposes, derivatives may not fully offset or match the Fund's underlying positions and this could result in losses to the Fund that would not otherwise have occurred.

Credit Risk

The debt obligations in which the Funds invest are generally subject to the risk that the issuer may be unable to make principal and interest payments when they are due.

Leverage Risk

A Fund may borrow from banks or through reverse repurchase agreements and dollar rolls to take advantage of investment opportunities. This is known as using "leverage." If a Fund borrows money to purchase securities and those securities decline in value, then the value of the Fund's shares will decline faster than if the Fund were not leveraged.

Strategic Partners Asset Allocation Funds 11

Risk/Return Summary

The Conservative Allocation and Moderate Allocation Funds may invest in mortgage-related securities and asset-backed securities, which are subject to prepayment risk. If these securities are prepaid, a Fund may have to replace them with lower-yielding securities. Stripped mortgage-backed securities are generally more sensitive to changes in prepayment and interest rates than other mortgage-related securities.

The Conservative Allocation and Moderate Allocation Funds may invest in below-investment-grade securities - also known as "junk bonds" - which have a higher risk of default and tend to be less liquid than higher-rated securities. These Funds may also invest in debt obligations of foreign issuers. Investing in foreign securities presents additional risks.

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

For more detailed information about risks associated with the Funds, see "How the Funds Invest - Investment Risks."

EVALUATING PERFORMANCE

A number of factors - including risk - can affect how each Fund performs. The following bar charts show each Fund's performance for each full calendar year of operations. The bar charts and tables below demonstrate the risk of investing in each Fund by showing how returns can change from year to year and by showing how the Fund's average annual total returns compare with a broad measure of market performance and/or a group of similar mutual funds. The returns of market indexes and mutual fund peer groups, which do not include the effect of any sales charges or taxes that may apply for investors in the Funds. Market index returns also do not reflect mutual fund operating expenses. Returns would be lower if they included the effect of these factors.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (IRAs). After-tax returns are shown only for Class B shares and after-tax returns for other classes will vary.

Past performance (before and after taxes) does not mean that the Fund will achieve similar results in the future.

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Conservative Allocation Fund

Annual Returns* (Class A shares)

BEST QUARTER: 9.26% (2nd quarter of 2003) WORST QUARTER: –7.38% (3rd quarter of 2002)

*  These annual total returns do not include sales charges. If the sales charges were included, the annual total returns would be lower than those shown. (Without the distribution and service (12b-1) fee waiver, the annual return would have been lower, too.)

The total return of the Fund's Class A shares from 1-1-05 to 6-30-05 was 1.92%.

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Risk/Return Summary

Average Annual Returns¹ (as of 12/31/04)

	One Year			Five Years			Since Inception
Class A shares		2.77	%		3.90	%		5.35	%	(since 11-18-98)
Class C shares		6.86			4.31			5.54		(since 11-18-98)
Class M shares2		N/A			N/A			N/A		(since 10-04-04)
Class R shares2		N/A			N/A			N/A		(since 10-04-04)
Class X shares2		N/A			N/A			N/A		(since 10-04-04)
Class Z shares		9.02			5.33			6.60		(since 11-18-98)
Class B Shares
Return Before Taxes		2.86			4.14			5.54		(since 11-18-98)
Return After Taxes on Distributions3		2.20			2.88			4.27		(since 11-18-98)
Return After Taxes on Distributions and Sale of Fund Shares3		2.17			2.81			3.95		(since 11-18-98)
Index (reflects no deduction for fees, expenses or taxes)
S&P 5004		10.87			–	2.30		2.17
Prior Customized Blend5		9.10			4.89			5.75
Customized Blend5		7.41			4.47			5.38
Lipper Average6		7.93			2.01			3.82

1  The Fund's returns are after deduction of sales charges and expenses. Without a distribution and service (12b-1) fee waiver of 0.05% for Class A shares, the returns for Class A shares would have been lower.

2  Class M, Class R and Class X shares are new, and therefore, no full year performance information is available for these share classes

3  After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class B shares. After-tax returns for other classes will vary due to differing sales charges and expenses. Past performance, before and after taxes, does not mean that the Fund will achieve similar results in the future.

4  The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is an unmanaged index of 500 stocks of large U.S. companies. It gives a broad look at how stock prices in the United States have performed. These returns do not include the effect of any sales charges or operating expenses of a mutual fund. Source: Lipper Inc.

5  Prior Customized Benchmark for Conservative Allocation Fund (Prior Customized Blend): a model portfolio consisting of the S&P Barra Value Index (15%), S&P Barra Growth Index (15%) the Russell 2000 Value Index (5%), the Russell 2000 Growth Index (5%), the Lehman Brothers U.S. Aggregate Bond Index (40%) and the Lehman Brothers High Yield Bond Index (20%). Customized Benchmark for Conservative Allocation Fund (Customized Blend): a model portfolio consisting of the Russell 3000 Index (40%) and the Lehman Aggregate Bond Index (60%). Each component of the Customized Blend is an unmanaged index generally considered to represent the performance of the Fund's asset classes. The Customized Blend is intended to provide a theoretical comparison to the Fund's performance, based on the amounts allocated to each asset class, rather than based on amounts allocated to var ious Fund segments as per the Prior Customized Blend. As noted in "Investment Objectives and Principal Strategies" above, the target asset allocations may have shifted since the most recent fiscal year end. The Customized Blend does not reflect deductions for any sales charges or operating expenses of a mutual fund. Source: Lipper Inc.

6  The Lipper Average is based on the average return of all mutual funds in the Lipper Balanced Funds category and does not include the effect of any sales charges. Returns would be lower if sales charges were reflected. Source: Lipper Inc.

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Moderate Allocation Fund

Annual Return* (Class A shares)

BEST QUARTER: 12.96% (4th quarter of 1999) WORST QUARTER: –12.44% (3rd quarter of 2002)

*  These annual total returns do not include sales charges. If the sales charges were included, the annual total returns would be lower than those shown. The total return of the Fund's Class A shares from 1-1-05 to 6-30-05 was 1.65%.

Strategic Partners Asset Allocation Funds 15

Risk/Return Summary

Average Annual Returns¹ (as of 12/31/04)

	One Year			Five Years			Since Inception
Class A shares		5.09	%		2.08	%		5.03	%	(since 11-18-98)
Class C shares		9.34			2.47			5.18		(since 11-18-98)
Class M shares2		N/A			N/A			N/A		(since 10-04-04)
Class R shares2		N/A			N/A			N/A		(since 10-04-04)
Class X shares2		N/A			N/A			N/A		(since 10-04-04)
Class Z shares		11.45			3.51			6.25		(since 11-18-98)
Class B Shares
Return Before Taxes		5.34			2.29			5.18		(since 11-18-98)
Return After Taxes on Distributions3		5.26			1.66			4.54		(since 11-18-98)
Return After Taxes on Distributions and Sale of Fund Shares3		3.57			1.59			3.96		(since 11-18-98)
Index (reflects no deduction for fees, expenses or taxes)
S&P 5004		10.87			–	2.30		2.17
Prior Customized Blend5		11.72			2.97			5.26
Customized Blend5		10.35			2.25			4.69
Lipper Average6		11.05			0.38			4.77

1  The Fund's returns are after deduction of sales charges and expenses. Without a distribution and service (12b-1) fee waiver of 0.05% for Class A shares, the returns for Class A shares would have been lower.

2  Class M, Class R and Class X shares are new, and therefore, no full year performance information is available for these share classes.

3  After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class B shares. After-tax returns for other classes will vary due to differing sales charges and expenses. Past performance, before and after taxes, does not mean that the Fund will achieve similar results in the future.

4  The S&P 500 is an unmanaged index of 500 stocks of large U.S. companies. It gives a broad look at how stock prices in the United States have performed. These returns do not include the effect of any sales charges or operating expenses of a mutual fund. Source: Lipper Inc.

5  Prior Customized Benchmark for Moderate Allocation Fund (Prior Customized Blend): a model portfolio consisting of the S&P Barra Value Index (20%), the S&P Barra Growth Index (20%), the Russell 2000 Value Index (7.5%), the Russell 2000 Growth Index (7.5%), the Morgan Stanley Capital International Europe, Australasia, and Far East (MSCI EAFE) Index (10%), the Lehman Brothers U.S. Aggregate Bond Index (20%) and the Lehman Brothers U.S. Corporate High Yield Index (15%). Customized Benchmark for Moderate Allocation Fund (Customized Blend): a model portfolio consisting of the Russell 3000 Index (52%), MSCI EAFE (13%) and the Lehman Aggregate Bond Index (35%). Each component of the Customized Blend is an unmanaged index generally considered to represent the performance of the Fund's asset classes. The Customized Blend is intended to provide a theoretical compari son to the Fund's performance based on the amounts allocated to each asset class, rather than based on amounts allocated to various Fund segments as per the Prior Customized Blend. As noted in "Investment Objectives and Principal Strategies" above, the target asset allocations may have shifted since the most recent fiscal year end. The Customized Blend does not reflect deductions for any sales charges or operating expenses of a mutual fund. Source: Lipper Inc.

6  The Lipper Average is based on the average return of all mutual funds in the Lipper Multi-Cap Core Funds category and does not include the effect of any sales charges. Returns would be lower if sales charges were reflected. Source: Lipper Inc.

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Growth Allocation Fund

Annual Return* (Class A shares)

BEST QUARTER: 20.08% (4th quarter of 1999) WORST QUARTER: –18.72% (3rd quarter of 2002)

*  These annual returns do not include sales charges. If the sales charges were included, the annual returns would be lower than those shown. The total return of the Fund's Class A shares from 1-1-05 to 6-30-05 was 1.34%.

Strategic Partners Asset Allocation Funds 17

Risk/Return Summary

Average Annual Returns¹ (as of 12/31/04 )

	One Year			Five Years			Since Inception
Class A shares		7.71	%		0.32	%		5.41	%	(since 11-18-98)
Class C shares		12.14			0.73			5.61		(since 11-18-98)
Class M shares2		N/A			N/A			N/A		(since 10-04-04)
Class R shares2		N/A			N/A			N/A		(since 10-04-04)
Class X shares2		N/A			N/A			N/A		(since 10-04-04)
Class Z shares		14.25			1.75			6.68		(since 11-18-98)
Class B Shares
Return Before Taxes		8.05			0.53			5.59		(since 11-18-98)
Return After Taxes on Distributions3		8.05			0.13			4.91		(since 11-18-98)
Return After Taxes on Distributions and Sale of Fund Shares3		5.23			0.35			4.33		(since 11-18-98)
Index (reflects no deduction for fees, expenses or taxes)
S&P 5004		10.87			–	2.30		2.17
Prior Customized Blend5		14.98			0.91			4.95
Customized Blend5		13.57			–	1.10		3.37
Lipper Average6		11.05			0.38			4.77

1  The Fund's returns are after deduction of sales charges and expenses. Without a distribution and service (12b-1) fee waiver of 0.05% for Class A shares, the returns for Class A shares would have been lower.

2  Class M, Class R and Class X shares are new, and therefore, no full year performance information is available for these share classes.

3  After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class B shares. After-tax returns for other classes will vary due to differing sales charges and expenses. Past performance, before and after taxes, does not mean that the Fund will achieve similar results in the future.

4  The S&P 500 is an unmanaged index of 500 stocks of large U.S. companies. It gives a broad look at how stock prices in the United States have performed. These returns do not include the effect of any sales charges or operating expenses of a mutual fund. Source: Lipper Inc.

5  Prior Customized Benchmark for Growth Allocation Fund (Prior Customized Blend): a model portfolio consisting of the S&P Barra Value Index (25%), the S&P 500/Barra Growth Index (25%), the Russell 2000 Value Index (15%), the Russell 2000 Growth Index (15%), the Morgan Stanley Capital International Europe, Australasia, and Far East (MSCI EAFE) Index (20%). Customized Benchmark for Growth Allocation Fund (Customized Blend): a model portfolio consisting of the Russell 3000 Index (80%) and the MSCI EAFE Index (20%). Each component of the Customized Blend is an unmanaged index generally considered to represent the performance of the Fund's asset classes. The Customized Blend is intended to provide a theoretical comparison to the Fund's performance based on the amounts allocated to each asset class, rather than based on amounts allocated to various Fund segm ents as per the Prior Customized Blend. As noted in "Investment Objectives and Principal Strategies" above, the target asset allocations may have shifted since the most recent fiscal year end. The Customized Blend does not reflect deductions for any sales charges or operating expenses of a mutual fund. Source: Lipper Inc.

6  The Lipper Average is based on the average return of all mutual funds in the Lipper Multi-cap Core Funds category and does not include the effect of any sales charges. These returns would be lower if sales charges were reflected. Source: Lipper Inc.

18 Visit our website at www.strategicpartners.com

FEES AND EXPENSES

These tables show the sales charges, fees and expenses that you may pay if you buy and hold shares of each share class of a Fund. Each share class has different sales charges - known as loads - and expenses, but represents an investment in the same Fund. Class Z and Class R shares are available only to limited groups of investors. Class M and Class X shares are not offered to new purchasers, but are exchangeable with the same class of shares of certain other Strategic Partners and JennisonDryden funds. For more information about which share class may be right for you, see "How to Buy, Sell and Exchange Shares of the Funds."

Shareholder Fees¹ (paid directly from your investment)

Class A

Class B

Class C

Class M

Class R

Class X

Class Z

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

5.50

%

None

None

None

None

None

None

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

1

%2

5

%3

1

%4

6

%5

None

6

%6

None

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

None

None

None

None

None

None

None

Redemption fee

None

None

None

None

None

None

None

Exchange fee

None

None

None

None

None

None

None

1  Your broker may charge you a separate or additional fee for purchases and sales of shares.

2  Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are not subject to an initial sales charge but are subject to a contingent deferred sales charge (CDSC) of 1%. The CDSC is waived for purchases by certain retirement and/or benefit plans affiliated with Prudential Financial, Inc. (Prudential).

3  The CDSC for Class B shares decreases by 1% annually to 1% in the fifth and sixth years and 0% in the seventh year. Class B shares automatically convert to Class A shares approximately seven years after purchase.

4  The CDSC for Class C shares is 1% for shares redeemed within 12 months of purchase.

5  The CDSC for Class M shares decreases by 1% annually to 2% in the fifth and sixth years and 1% in the seventh year. Class M shares automatically convert to Class A shares approximately eight years after purchase.

6  The CDSC for Class X shares decreases by 1% annually to 4% in the third and fourth years, by 1% annually to 2% in the sixth and seventh years, and 1% in the eighth year. Class X shares automatically convert to Class A shares approximately ten years (eight years in the case of shares purchased prior to August 19, 1998) after purchase.

Strategic Partners Asset Allocation Funds 19

Risk/Return Summary

Annual Fund Operating Expenses (deducted from Fund assets)
	Class A1			Class B			Class C			Class M			Class R1			Class X			Class Z
Conservative Allocation Fund
Management fees		.75	%		.75	%		.75	%		.75	%		.75	%		.75	%		.75	%
+ Distribution and service (12b-1) fees		.30	%		1.00	%		1.00	%		1.00	%		.75	%		1.00	%		None
+ Other expenses		.44	%		.44	%		.44	%		.44	%		.44	%		.44	%		.44	%
= Total annual Fund operating expenses		1.49	%		2.19	%		2.19	%		2.19	%		1.94	%		2.19	%		1.19	%
– Fee waiver1		.05	%		None			None			None			.25	%		None			None
= Net annual Fund operating expenses		1.44	%		2.19	%		2.19	%		2.19	%		1.69	%		2.19	%		1.19	%
Moderate Allocation Fund
Management fees		.75	%		.75	%		.75	%		.75	%		.75	%		.75	%		.75	%
+ Distribution and service (12b-1) fees		.30	%		1.00	%		1.00	%		1.00	%		.75	%		1.00	%		None
+ Other expenses		.32	%		.32	%		.32	%		.32	%		.32	%		.32	%		.32	%
= Total annual Fund operating expenses		1.37	%		2.07	%		2.07	%		2.07	%		1.82	%		2.07	%		1.07	%
– Fee waiver1		.05	%		None			None			None			.25	%		None			None
= Net annual Fund operating expenses		1.32	%		2.07	%		2.07	%		2.07	%		1.57	%		2.07	%		1.07	%
Growth Allocation Fund
Management fees		.75	%		.75	%		.75	%		.75	%		.75	%		.75	%		.75	%
+ Distribution and service (12b-1) fees		.30	%		1.00	%		1.00	%		1.00	%		.75	%		1.00	%		None
+ Other expenses		.38	%		.38	%		.38	%		.38	%		.38	%		.38	%		.38	%
= Total annual Fund operating expenses		1.43	%		2.13	%		2.13	%		2.13	%		1.88	%		2.13	%		1.13	%
– Fee waiver1		.05	%		None			None			None			.25	%		None			None
= Net annual Fund operating expenses		1.38	%		2.13	%		2.13	%		2.13	%		1.63	%		2.13	%		1.13	%

1  The distributor of the Funds has contractually agreed to reduce its distribution and service (12b-1) fees to an annual rate of .25 of 1% of the average daily net assets of Class A shares and to .50 of 1% of the average daily net assets of Class R shares, for the year ending July 31, 2006.

Example

This example is intended to help you compare the fees and expenses of each Fund's different share classes and the cost of investing in each Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in a Fund for the time periods indicated and then sell all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same except that the contractual waiver of distribution and service (12b-1) fees for Class A and Class R shares is effective in this example for only the first year. Approximately seven years after purchase, Class B shares will automatically convert to Class A shares on a quarterly basis. The information in the ten years column reflects such conversion. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	One Year		Three Years		Five Years		Ten Years
Conservative Allocation Fund
Class A shares	$	689	$	990	$	1,314	$	2,228
Class B shares		722		985		1,275		2,264
Class C shares		322		685		1,175		2,524
Class M shares		822		1,085		1,375		2,347
Class R shares		172		585		1,024		2,244
Class X shares		822		1,085		1,475		2,524
Class Z shares		121		378		654		1,443

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Moderate Allocation Fund
Class A shares	$	677	$	955	$	1,254	$	2,102
Class B shares		710		949		1,214		2,137
Class C shares		310		649		1,114		2,400
Class M shares		810		1,049		1,314		2,221
Class R shares		160		548		962		2,117
Class X shares		810		1,049		1,414		2,400
Class Z shares		109		340		590		1,306
Growth Allocation Fund
Class A shares	$	683	$	973	$	1,284	$	2,165
Class B shares		716		967		1,244		2,201
Class C shares		316		667		1,144		2,462
Class M shares		816		1,067		1,344		2,284
Class R shares		166		567		993		2,181
Class X shares		816		1,067		1,444		2,462
Class Z shares		115		359		622		1,375

You would pay the following expenses on the same investment if you did not sell your shares:

	One Year		Three Years		Five Years		Ten Years
Conservative Allocation Fund
Class A shares	$	689	$	990	$	1,314	$	2,228
Class B shares		222		685		1,175		2,264
Class C shares		222		685		1,175		2,524
Class M shares		222		685		1,175		2,347
Class R shares		172		585		1,024		2,244
Class X shares		222		685		1,175		2,524
Class Z shares		121		378		654		1,443
Moderate Allocation Fund
Class A shares	$	677	$	955	$	1,254	$	2,102
Class B shares		210		649		1,114		2,137
Class C shares		210		649		1,114		2,400
Class M shares		210		649		1,114		2,221
Class R shares		160		548		962		2,117
Class X shares		210		649		1,114		2,400
Class Z shares		109		340		590		1,306
Growth Allocation Fund
Class A shares	$	683	$	973	$	1,284	$	2,165
Class B shares		216		667		1,144		2,201
Class C shares		216		667		1,144		2,462
Class M shares		216		667		1,144		2,284
Class R shares		166		567		993		2,181
Class X shares		216		667		1,144		2,462
Class Z shares		115		359		622		1,375

Strategic Partners Asset Allocation Funds 21

How the Funds Invest

INVESTMENT POLICIES

Conservative Allocation Fund

The Fund's investment objective is to seek to provide current income and a reasonable level of capital appreciation. This means that we seek investments that will pay income and increase in value. The Fund seeks to achieve its objective by investing in a diversified portfolio of fixed-income and equity securities.

Moderate Allocation Fund

The Fund's investment objective is to seek to provide capital appreciation and a reasonable level of current income. This means that we seek investments that will increase in value and investments that will pay income. The Fund seeks to achieve its objective by investing in a diversified portfolio of equity and fixed-income securities.

Growth Allocation Fund

The Fund's investment objective is to seek to provide long-term capital appreciation. This means that we seek investments that will increase in value. The Fund seeks to achieve its objective by investing primarily in a diversified portfolio of equity securities.

Fixed-Income Segments

The Conservative Allocation and Moderate Allocation Funds normally invest approximately 60% (which may range up to 65%) and approximately 35% (which may range up to 40% ) of their respective total assets, in debt securities of varying credit quality, including securities issued or guaranteed by the U.S. government and its agencies, and debt obligations issued by U.S. companies, foreign companies and foreign governments and their agencies. PIMCO and GSAM manage the fixed-income segments o f the Conservative Allocation and Moderate Allocation Funds.

Conservative Allocation and Moderate Allocation Funds may each invest up to 35% of their respective total assets in high yield debt obligations - also known as "junk bonds" - including securities rated below B by S&P, Moody's or another major rating service, and unrated debt obligations that the Adviser believes are comparable in quality. The Funds will buy securities rated below B opportunistically, when the securities' values appear attractive relative to the Adviser's pe rception of the underlying credit quality.

Conservative Allocation and Moderate Allocation Funds may each invest up to 30% of their respective total assets in non-U.S. dollar denominated foreign debt securities, including up to 10% of its total assets in securities of issuers in emerging markets, including (but not limited to) Brady Bonds.

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Conservative Allocation and Moderate Allocation Funds may each also invest up to 5% of their respective total assets in event-linked bonds, the return of principal and payment of interest on which depends on the non-occurrence of a specific "trigger" event, such as a hurricane, earthquake or other physical or weather-related phenomenon.

The Advisers of the fixed-income segments for these two Funds each focus on a particular type of investing.

PIMCO focuses primarily on investment-grade domestic and foreign debt obligations - debt obligations rated at least BBB by S&P, Baa by Moody's, or the equivalent by another major rating service, and unrated debt obligations that PIMCO believes are comparable in quality.

GSAM focuses primarily on high-yield domestic and foreign debt obligations , including junk bonds and debt obligations of issuers from emerging markets.

In choosing debt obligations, PIMCO and GSAM consider economic conditions and interest rate fundamentals and, for foreign debt securities, country and currency selection. PIMCO and GSAM also evaluate individual debt securities within each fixed-income sector based upon their relative investment merit. They also consider factors such as yield, duration and potential for price or currency appreciation, as well as credit quality, maturity and risk.

Mortgage-Related Securities

The Conservative Allocation and Moderate Allocation Funds may each invest in mortgage-related securities issued or guaranteed by U.S. governmental entities or private issuers. These securities are usually pass-through instruments that pay investors a share of all interest and pri ncipal payments from an underlying pool of fixed or adjustable rate mortgages. Mortgage-related securities issued by the U.S. government or its agencies include obligations of the Federal National Mortgage Association (FNMA) and the Government National Mortgage Association (GNMA) and debt securities issued by the Federal Home Loan Mortgage Corporation. The U.S. government or the issuing agency directly or indirectly guarantees the payment of interest and principal on these securities, but not their value. Private mortgage-related securities that are not guaranteed by U.S. governmental entities generally have one or more types of credit enhancement to ensure timely receipt of payments and to protect against default.

Mortgage pass-through securities include collateralized mortgage obligations, multiclass pass-through securities and stripped mortgage-backed securities. A collateralized mortgage obligation (CMO) is a security backed by an underlying portfolio of mortgages or mortgage-backed securities that may be issued or guaranteed by a bank or by U.S. governmental entities. A multiclass pass-through security is an

Strategic Partners Asset Allocation Funds 23

How the Funds Invest

equity interest in a trust composed of underlying mortgage assets. Payments of principal and interest on the mortgage assets and any reinvestment income thereon provide the funds to pay debt service on the CMO or to make scheduled distributions on the multiclass pass-through security. A stripped mortgage-backed security (MBS strip) may be issued by U.S. governmental entities or by private institutions. MBS strips take the pieces of a debt security (principal and interest) and break them apart. The resulting securities may be sold separately and may perform differently.

The values of mortgage-backed securities vary with changes in market interest rates, generally, and in yields among various kinds of mortgage-related securities. Such values are particularly sensitive to changes in prepayments of the underlying mortgages. For example, during periods of falling interest rates, prepayments tend to increase as homeowners and others refinance their higher-rate mortgages; these prepayments reduce the anticipated duration of the mortgage-related securities. Conversely, during periods of rising interest rates, prepayments can be expected to decline, which has the effect of extending the anticipated duration at the same time that the value of the securities declines. MBS strips tend to be even more highly sensitive to changes in prepayment and interest rates than mortgage-related securities and CMOs generally.

Asset-Backed Securities

The Conservative Allocation and Moderate Allocation Funds may each invest in asset-backed debt securities including collateralized debt obligations (CDOs) and collaterali zed loan obligations (CLOs). An asset-backed security is another type of pass-through instrument that pays interest based upon the cash flow of an underlying pool of assets, such as automobile loans and credit card receivables. Unlike mortgage-related securities, asset-backed securities are usually not collateralized. However, credit related asset-backed securities may be collateralized by a portfolio of corporate bonds, including junk bonds, or other securities.

Equity Segments

The Conservative Allocation, Moderate Allocation and Growth Allocation Funds normally invest approximately 40% (which may range up to 45%), approximately 65% (which may range up to 70%) and substantially all, respectively, of their total assets in stocks of U.S. and foreign companies. The Conservative Allocation, Moderate Allocation and Growth Allocation Funds may invest up to 20%, 30% and 40%, respectively, of their total assets in non-U.S. dollar denominated stocks of companies located in foreign countries, including developing countries. The Funds consider "foreign" securities to be only those stocks of foreign companies that are denominated in foreign currencies (including the euro - a multinational currency

24 Visit our website at www.strategicpartners.com

unit). Therefore, the limitation on the amount of a Fund's total assets that may be invested in the stock of foreign companies does not apply to U.S. dollar denominated foreign stocks. Marsico, GSAM, Hotchkis & Wiley, JPMorgan, RS Investments, EARNEST and Vaughan Nelson manage portions of the equity segments of each Fund. In addition, LSV and Thornburg select foreign equity investments for up to 20%, 30% and 40%, of the total assets of the Conservative Allocation, Moderate Allocation and Growth Allocation Funds, respectively.

Each Fund may also invest in American Depositary Receipts (ADRs), American Depositary Shares (ADSs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs). ADRs, ADSs, GDRs and EDRs are certificates - usually issued by a bank or trust company - that represent an equity investment in a foreign company. ADRs and ADSs are issued by U.S. banks and trust companies and are valued in U.S. dollars. EDRs and GDRs are issued by foreign banks and trust companies and may be value d in foreign currencies.

Large companies may be defined as those companies with market capitalizations comparable to those found in the Russell 1000 Index. As of August 31, 2005, the Russell 1000 Index market capitalization range was approximately $906 million to $381 billion. Market capitalization is measured at the time of purchase.

The Advisers (in alphabetical order, below) of each Fund's equity segments each focus on a particular type and style of investing.

EARNEST Partners focuses on stocks of small-cap companies, using a value investment style, and may from time to time additionally emphasize investments in mid-cap companies. EARNEST Partners employs a fundamental analysis screening process, called Return Pattern Recognition^®, which identifies factors that EARNEST Partners believes to be helpful in selecting stocks that will outperform the Russell 2000 Value Index. EARNEST Partners' investment team conducts intensive fundamental analysis on the highest-ranking stocks identified by its Return Pattern Recognition^® model. EARNEST Partners' fundamental company analysis consists of an industry review, a competitive framework analysis, review of the company's current and prospective financials, an assessment of th e effect of current news on the company and an evaluation of the company's management. EARNEST Partners controls risk by using a statistical approach called "downside deviation," which measures and controls the prospects of substantially underperforming the broader small- and medium-size company market. EARNEST Partners will sell a portfolio holding when it identifies meaningful adverse information that would cause the holding to fail the fundamental review described above. In addition, since EARNEST Partners seeks to hold a consistent number of equity securities in the segment, it will replace a portfolio holding if it identifies a more promising investment.

Strategic Partners Asset Allocation Funds 25

How the Funds Invest

Goldman Sachs Asset Management employs a quantitatively driven, bottom-up approach to equity investing based on the belief that active management can add value. Successful active management requires comprehensive analysis of all the relevant data, careful risk management, discipline and objectivity. GSAM combines fundamental analysis with sophisticated quantitative modeling and carefully manages the risk in our portfolios. GSAM believes that this process will provide positive excess returns over our benchmarks over time.

Hotchkis & Wiley normally focuses on stocks that have a high cash dividend or payout yield relative to the market. Payout yield is defined as dividend yield plus net share repurchases. The Sub-advisor also may invest in stocks that don't pay dividends, but have growth potential unrecognized by the market or changes in business or management that indicate growth potential.

JPMorgan follows a three-step process. First, a rigorous quantitative model is used to evaluate the prospects of each company in the investable universe and rank each company's relative attractiveness within its economic sector based on a number of factors including valuation and improving fundamentals. Next, the results of the quantitative model are reviewed and modified based on the fundamental stock and industry insights of the sector specific research and portfolio management teams. Finally, a disciplined, systematic portfolio construction process is employed to overweight the stocks that are the most attractive and underweight those stocks that are the least attractive, based on the rankings from the first two steps, while trying to minimize uncompensated risks relative to the benchmark .

LSV utilizes a deep value investment style. LSV uses proprietary investment models to manage its portion of the Series in a bottom-up security selection approach combined with overall portfolio risk management. The primary components of the investment models are: 1) indicators of fundamental undervaluation, such as high dividend yield, low price-to-cash flow ratio or low price-to-earnings ratio, 2) indicators of past negative market sentiment, such as poor past stock price performance, 3) indicators of recent momentum, such as high recent stock price performance, and 4) control of incremental risk relative to the benchmark index. All such indicators are measured relative to the overall universe of non-US, developed market equities. This investment strategy can be described as a "contrarian v alue" approach. The objective of the strategy is to outperform the unhedged U.S. Dollar total return (net of foreign dividend withholding taxes) of the MSCI EAFE Index.

Marsico uses an approach that combines top-down macroeconomic analysis with bottom-up stock selection. The top-down approach takes into consideration such macro-economic factors as interest rates, inflation, demographics, the regulatory

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environment and the global competitive landscape. As a result of the top-down analysis, Marsico seeks to identify sectors, industries and companies that may benefit from the overall trends Marsico has observed. Marsico then looks for individual companies with earnings growth potential that may not be recognized by the market at large. In determining whether a particular company may be a suitable investment, Marsico may focus on any of a number of different attributes that may include the company's specific market expertise or dominance, its franchise durability and pricing power, solid fundamentals, strong and ethical management, commitment to shareholder interests, and reasonable valuations in the context of projected growth rates. This process is called bottom-up stock selection.

RS Investments focuses on stocks of small-cap companies, using a growth investment style, and may from time to time additionally emphasize investments in mid-cap companies. Small-cap companies may be defined as those companies with market capitalizations like those found in the Russell 2000 Index. As of August 31, 2005, the Russell 2000 Index market capitalization range was from approximately $58 million to $3.5 billion. Mid-cap companies may be defined as those companies with market capitalizations like those found in the Russell Midcap Index. As of August 31, 2005, the Russell Midcap Index market capitalization range was from approximately $906 million to $17.8 billion. RS Investments selects stocks of companies that it believes to have potential to rapidly grow revenue s, earnings or cash flow. Although RS Investments may find these companies in growing industries, its strategy targets companies with sustainable competitive advantages, like unique products or proprietary technology, that may provide these companies with growth opportunities regardless of the growth outlook of the industry. RS Investments will consider selling a security when it thinks the security has achieved its growth potential, or when RS Investments thinks it can find better growth opportunities.

Thornburg utilizes a relative value investment style. Thornburg uses a bottom-up investment process which looks to identify promising companies selling at a discount to their intrinsic value.

Vaughan Nelson focuses on a value investment style and believes temporary information and liquidity inefficiencies in the small capitalization universe provide the active manager with opportunities to invest in companies at valuations materially below their long-term intrinsic value. Vaughan Nelson utilizes a disciplined valuation methodology combined with fundamental research to take advantage of the inefficiencies inherent in the small cap value universe.

For more information, see "Investment Risks" and the Statement of Additional Information (SAI), "Description of the Funds, Their Investments and Risks." The SAI contains additional information about the Funds. To obtain a copy, see the back cover page of this prospectus.

Strategic Partners Asset Allocation Funds 27

How the Funds Invest

Although we make every effort to achieve each Fund's objective, we can't guarantee success. Except for certain investment restrictions described in the SAI, the Board of Trustees (the Board) can change the investment objective and policies of each Fund without obtaining shareholder approval.

Cash Management

To the extent that any segment of the Funds has uninvested assets, Prudential Investment Management, Inc. (PIM) will manage these assets until the Adviser responsible for such assets requires them for investment in accordance with the Adviser's investment type or style. PIM will invest such assets primarily in high-quality, short-term money market instruments.

OTHER INVESTMENTS AND STRATEGIES

In addition to their principal strategies described above, unless otherwise specified below, we may also use the following investment strategies to increase the Funds' returns or protect their assets if market conditions warrant.

Money Market Instruments

Each Fund may invest in high-quality money market instruments. Money market instruments include the commercial paper of U.S. and foreign corporations, obligations of U.S. and foreign banks, certificates of deposit and obligations issued or guaranteed by the U.S. government or its agencies or a foreign government.

Each Fund will generally purchase money market instruments in one of the two highest short-term quality ratings of a major rating service. Each Fund may also invest in money market instruments that are not rated, but which we believe are of comparable quality to the instruments described above. The Growth Allocation Fund uses money market instruments for cash management purposes only.

U.S. Government Securities

Each Fund may invest in debt obligations issued by the U.S. Treasury. Treasury securities have varying interest rates and maturities, but they are all backed by the full faith and credit of the U.S. government.

Each Fund may also invest in other debt obligations issued or guaranteed by the U.S. government and government-related entities. Some of these debt securities are backed by the full faith and credit of the U.S. government, like GNMA obligations. Debt securities issued by other government entities, like obligations of FNMA and the Student Loan Marketing Association, are not backed by the full faith and credit of the

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U.S. government. However, these issuers have the right to borrow from the U.S. Treasury to meet their obligations. In contrast, the debt securities of other issuers, like the Farm Credit System, depend entirely upon their own resources to repay their debt.

The U.S. government sometimes "strips" its debt obligations into their component parts: the U.S. government's obligation to make interest payments and its obligation to repay the amount borrowed. These stripped securities are sold to investors separately. Stripped securities do not make periodic interest payments. They are usually sold at a discount and then redeemed for their face value on their maturity dates. These securities increase in value when interest rates fall and lose value when interest rates rise. However, the value of stripped securities generally fluctuates more in response to interest rate movements than the value of traditional debt obligations. A Fund may try to earn money by buying stripped securities at a discount and either selling them after they increase in value or holding them until they mature.

Temporary Defensive Investments

In response to adverse market, economic or political conditions, each Fund may temporarily invest up to 100% of its total assets in money market instruments or U.S. government securities. Investing heavily in these securities limits our ability to achieve each Fund's investment objective, but can help to preserve a Fund's assets when securities markets are unstable.

Reverse Repurchase Agreements and Dollar Rolls

Each Fund may enter into reverse repurchase agreements. When a Fund enters into a reverse repurchase agreement, the Fund borrows money on a temporary basis by selling a security with an obligation to repurchase it at an agreed-upon price and time.

The Conservative Allocation and Moderate Allocation Funds may each enter into dollar rolls. When a Fund enters into a dollar roll, the Fund sells securities to be delivered in the current month and repurchases substantially similar (same type and coupon) securities to be delivere d on a specified future date by the same party. The Fund is paid the difference between the current sales price and the forward price for the future purchase, as well as the interest earned on the cash proceeds of the initial sale.

Repurchase Agreements

Each Fund may also use repurchase agreements, where a party agrees to sell a security to the Fund and then repurchase it at an agreed-upon price at a stated time. This creates a fixed return for a Fund and is, in effect, a loan by the Fund. The Growth Allocation Fund uses repurchase agreements for cash management purposes, only.

Strategic Partners Asset Allocation Funds 29

How the Funds Invest

Convertible and Preferred Securities

Each Fund may also invest in convertible and preferred securities, including convertible bonds, convertible preferred stock, and non-convertible preferred stock, warrants and rights. These are securities - like bonds, corporate notes and preferred stock - that can convert into the company's common stock or some other equity security.

Collateralized-Debt Obligations (CDOs)

The Conservative Allocation and Moderate Allocation Funds may each invest in collateralized debt obligations (CDOs). A CDO is a security backed by an underlying portfolio of debt obligations, typically including one or more of the following types of investments: high yield securities, investment grade securities, bank loans, futures or swaps. A CDO provides a single security that has the economic characteristics of a diversified portfolio. The cash flows generated by the collateral are used to pay interest and principal to investors. Investment in CDOs will be limited to 5% of the investable assets of each Fund.

Credit-Linked Securities

The Conservative Allocation and Moderate Allocation Funds may each invest in credit-linked securities. Credit linked securities are securities that are collateralized by one or more credit default swaps on corporate credits. The Fund has the right to receive periodic interest payments from the issuer of the credit-linked security at an agreed-upon interest rate, and a return of principal at the maturity date.

Derivative Strategies

We may use various derivatives strategies to try to improve a Fund's returns. We may also use hedging strategies to try to protect a Fund's assets. We cannot guarantee that these strategies will work, that the instruments necessary to implement these strategies will be available or that a Fund will not lose money. The derivatives in which the Funds may invest include, but are not limited to, futures, options and options on futures and swaps. In addition, each Fund may enter into < font style="font-size: 9pt;font-family: 'Optima DemiBold';" face="Times New Roman, Times" size="1">foreign currency forward contracts and foreign currency exchange contracts and purchase commercial paper that is indexed to foreign currency exchange rates. Each Fund may also use "currency hedges" to help protect its net asset value (NAV) from declining if a particular foreign currency were to decrease in value against the U.S. dollar.

Derivatives involve costs and can be volatile. With derivatives, the investment adviser tries to predict whether the underlying investment - a security, market index, currency, interest rate or some other benchmark - will go up or down at some future

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date. We may use derivatives to try to reduce risk or to increase return consistent with a Fund's overall investment objective. The Adviser will consider other factors (such as cost) in deciding whether to employ any particular strategy or use any particular instrument. Any derivatives we use may not match or offset a Fund's underlying positions and this could result in losses to the Fund that would not otherwise have occurred. When a Fund uses derivative strategies, the Fund designates certain assets as segregated, as required by the Securities and Exchange Commission (SEC or Commission). For more information about these strategies, see the SAI, "Description of the Funds, Their Investments and Risks - Risk Management and Return Enhancement Strategies."

Options

Each Fund may purchase and sell put and call options on securities, swap agreements, securities indexes, futures contracts and currencies traded on U.S. or foreign securities exchanges or on the over-the-counter market. An option is the right to buy or sell securities in exchange for a premium. The options may be on debt securities, aggregates of debt securities, financial indexes and U.S. government securities. A Fund will sell only covered options.

Futures Contracts and Related Options and Foreign Currency Forward Contracts

A Fund may purchase and sell financial futures contracts and related options with respect to, among other things, debt securities, aggregates of debt securities, interest rates, currencies, financial indexes or U.S. Government securities. A futures contract is an exchange-traded agreement to buy or sell a set quantity of an underlying asset at a future date or to make or receive a cash payment based on the value of a securities index or some other asset on a stipulated future date. The terms of futures contracts are generally standardized. In the case of a financial future s contract based upon a broad index, there is no delivery of the securities comprising the index, margin is uniform, a clearing corporation or an exchange is the counterparty and a Fund makes daily margin payments based on price movements in the index. The Conservative Allocation and Moderate Allocation Funds may also invest in futures contracts on interest rate swaps to hedge the Fund's assets; that is, to attempt to protect the Fund's assets from a decline in value. Each Fund also may enter into foreign currency forward contracts to attempt to protect the value of its assets against future changes in the level of foreign exchange rates. A foreign currency forward contract is an obligation to buy or sell a given currency on a future date at a set price or to make or receive a cash payment based on the value of a given currency at a future date. Delivery of the underlying currency is expected, the terms are individually negotiated, the counterparty is not a clearing corporation or an exchange and payment on the contract is made upon delivery, rather than daily. For more informati on about these strategies, see the SAI, "Description of the Funds, Their Investments and Risks - Risk Management and Return Enhancement Strategies."

Strategic Partners Asset Allocation Funds 31

How the Funds Invest

Short Sales

The Funds may make short sales of a security. This means that a Fund may sell a security that it does not own when it thinks the value of the security will decline. The Fund generally borrows the security to deliver to the buyer in a short sale. The Fund must then buy the security at its market price when the borrowed security must be returned to the lender. Short sales involve costs and risks. The Fund must pay the lender interest on the security it borrows, and the Fund will lose money to the extent that the price of the security increases between the time of the short sale and the date when the Fund replaces the borrowed security. Although the Fund's gain is limited to the price at which it s old the securities short, its potential loss is limited only by the maximum attainable price of the securities, less the price at which the security was sold and may, theoretically, be unlimited. Each Fund may also make short sales "against the box." In a short sale against the box, at the time of sale, the Fund owns or has the right to acquire the identical security at no additional cost. When selling short against the box, the Fund gives up the opportunity for capital appreciation in the security.

Additional Strategies

Each Fund may also use additional strategies, such as purchasing debt securities on a when-issued or delayed-delivery basis. When a Fund makes this type of purchase, the price and interest rate are fixed at the time of purchase, but delivery and payment for the debt obligations take place at a later time. The Fund does not earn interest income until the date the debt obligations are delivered.

The Conservative Allocation and Moderate Allocation Funds may each enter into swap transactions, including interest rate, index, credit, long and short credit default, currency, and total return swaps agreements (or a combination of these swap agreements or other similar swap agreements) or options on swap agreements. The swap may, among other things, preserve a return or spread on a particular investment or portion of a Fund, protect against any increase in the price of securities the F und anticipates purchasing at a later date, or transfer or allocate credit risk.

Each Fund also follows certain policies when it borrows money (each Fund can borrow up to 331/3% of the value of its total assets and pledge up to 331/3% of its total assets to secure these borrowings); and holds illiquid securities (each Fund may hold up to 15% of its net assets in illiquid securities, including securities with legal or contractual restrictions, those without a readily available market and repurchase agreements with maturities longer than seven days).

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Each Fund is subject to certain other investment restrictions that are fundamental policies, which means they cannot be changed without shareholder approval. For more information about these restrictions, see the SAI.

Portfolio Turnover

It is not a principal strategy of any Fund to actively and frequently trade its portfolio securities to achieve its investment objective. Nevertheless, as a result of the strategies described above, a Fund may have an annual portfolio turnover rate of over 100%. For the fiscal year ended July 31, 2005, the Conservative Allocation, Moderate Allocation and Growth Allocation Funds had annual portfolio turnover rates of 379%, 285% and 200%, respectively. Portfolio turnover is generally the percentage computed by dividing the lesser of portfolio purchases and sales by the monthly average value of the portfolio. High portfolio turnover may occur due to active portfolio management by the Advisers or as a result of reallocations among Advisers. High portfolio turnover (100% or more) results in higher brokerage commissions and other costs and can affect a Fund's performance. It also can result in the Funds generating more short-term capital gain rather than long-term capital gain, causing more dividends to shareholders to be taxable as ordinary income rather than as long-term capital gain.

INVESTMENT RISKS

As noted previously, all investments involve risk, and investing in the Funds is no exception. Since a Fund's holdings can vary significantly from broad market indexes, performance of the Funds can deviate from performance of the indexes. This chart outlines the key risks and potential rewards of the Funds' principal strategies and certain other non-principal strategies that the Funds may use. Unless otherwise noted, a Fund's ability to engage in a particular type of investment is expressed as a percentage of investable assets. The investment types are listed in the order in which they normally will be used by the portfolio managers. See, "Description of the Funds, Their Investments and Risks" in the SAI.

Strategic Partners Asset Allocation Funds 33

How the Funds Invest

Investment Type

% of Total Assets	Risks	Potential Rewards
Common stocks Conservative Allocation Fund Approximately 40% (may range up to 45%) Moderate Allocation Fund Approximately 65% (may range up to 70%)  Growth Allocation Fund Substantially all	n Individual stocks could lose value n The equity markets could go down, resulting in a decline in value of a Fund's investments n Companies that pay dividends may not do so if they don't have profits or adequate cash flow n Changes in economic or political conditions, both domestic and international may result in a decline in the value of a Fund's investments	n Historically, stocks have outperformed other investments over the long term n Generally, economic growth leads to higher corporate profits, which leads to an increase in stock prices, known as capital appreciation n May be a source of dividend income
Small capitalization stocks Conservative Allocation Fund Up to 15% Moderate Allocation Fund Up to 25% Growth Allocation Fund Up to 35%	n Stocks of smaller companies are more volatile and may decline more than those in the S&P 500 n Smaller companies are more likely to reinvest earnings and not pay dividends n Changes in interest rates may lead to an increase in price volatility of the securities of smaller companies more than the securities of larger companies	n Highly successful smaller companies can outperform larger ones

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Investment Type (cont'd)

% of Total Assets	Risks	Potential Rewards
Fixed-income securities Conservative Allocation Fund Approximately 60% (may range up to 65%) Moderate Allocation Fund Approximately 35% (may range up to 40%)	n A Fund's holdings, share price, yield and total return will fluctuate in response to bond market movements n Credit risk - the risk that the default of an issuer would leave a Fund with unpaid interest or principal. The lower an instrument's quality, the higher its potential volatility n Market risk - the risk that the market value of an investment may move down, some times rapidly or unpredictably. Market risk may affect an industry, a sector, or the market as a whole n Interest rate risk - the value of most bonds will fall when interest rates rise: the longer a bond's maturity and the lower its credit quality, the more its value typically falls. It can lead to price volatility, particularly for junk bonds and stripped securities	n Bonds have generally outperformed money market instruments over the long term with less risk than stocks n Most bonds will rise in value when interest rates fall n A source of regular interest income n Generally more secure than stocks since companies must pay their debts before paying stockholders n Investment-grade obligations have a lower risk of default n Bonds with longer maturity dates typically have higher yields n Intermediate-term securities may be less susceptible to loss of principal than longe r-term securities

Strategic Partners Asset Allocation Funds 35

How the Funds Invest

Investment Type (cont'd)

% of Total Assets	Risks	Potential Rewards
Foreign Equity securities Conservative Allocation Fund Up to 20%  Moderate Allocation Fund Up to 30%  Growth Allocation Fund Up to 40%  Foreign Debt Securities Conservative Allocation and Moderate Allocation Funds Up to 30% (no more than 10% in emerging markets)	n Foreign markets, economies and political systems, particularly those in developing countries, may not be as stable as in the U.S. n Currency risk - adverse changes in the value of foreign currencies can cause losses (non U.S. currency denominated securities) n May be less liquid than U.S. stocks and bonds n Differences in foreign laws, accounting standards, public information, custody and settlement practices provide less reliable information on foreign investments and involve more risk n Investments in emerging markets securities are subject to greater volatility and price declines n Not all government securities are insured or guaranteed by the government, but only by the issuing agency	n Investors can participate in the growth of foreign markets through the Fund's Investment in companies operating in those markets n May profit from a favorable change in the value of foreign currencies n Opportunities for diversification n Principal and interest on foreign government securities may be guaranteed
U.S. Government securities All Funds Percentage varies, depending on the percentage of each Fund's assets that may be invested in fixed-income securities; up to 100% on a temporary basis	n Some are not insured or guaranteed by the U.S. government, but only by the issuing agency n Limits potential for capital appreciation n See market risk n See interest rate risk	n A source of regular interest income n The U.S. government guarantees interest and principal payments on certain securities n Generally more secure than lower quality debt securities and equity securities n May preserve a Fund's assets

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Investment Type (cont'd)

% of Total Assets	Risks	Potential Rewards
Money market instruments All Funds Up to 35% on a normal basis and up to 100% on a temporary basis.	n Limits potential for capital appreciation and achieving a Fund's objective n Credit risk - the risk that the default of an issuer would leave a Fund with unpaid interest or principal. The lower a bond's quality, the higher its potential volatility n Market risk - the risk that the market value of an investment may move up or down. Market risk may affect an industr y, a sector or the market as a whole	n May preserve a Fund's assets
Mortgage-related securities Conservative Allocation and Moderate Allocation Funds Percentage varies, up to 35%	n Prepayment risk - the risk that the underlying mortgage may be prepaid partially or completely, generally during periods of falling interest rates, which could adversely affect yield to maturity and could require a Fund to reinvest in lower-yielding securities n Credit risk - the risk that the underlying mortgages will not be paid by debtors or by credit insurers or guarantors of such instruments. Some private mortgage securities are unsecured or secured by lower-rated insurers or guarantors and thus may involve greater risk n See market risk under "Fixed Income Obligations", above n See interest rate risk under "Fixed Income Obligations", above	n A source of regular interest income n The U.S. government guarantees interest and principal payments on certain securities n May benefit from security interest in real estate collateral n Pass-through instruments provide greater diversification than direct ownership of loans

Strategic Partners Asset Allocation Funds 37

How the Funds Invest

Investment Type (cont'd)

% of Total Assets	Risks	Potential Rewards
High-yield debt securities (junk bonds) Conservative Allocation and Moderate Allocation Funds Up to 35%, but usually approximately the same percentage as the target allocation set forth in the Risk/Return Summary.	n Higher credit risk than higher-grade debt securities n Higher market risk than higher-grade debt securities n More volatile than higher-grade debt securities n May be more illiquid (harder to value and sell), in which case valuation would depend more on the Adviser's judgment than is generally the case with higher-rated securities	n May after higher interest income than higher-grade debt securities and higher potential gains since most bonds rise in value when interest rates fall
Asset-backed securities Conservative Allocation and Moderate Allocation Funds Up to 10%	n See prepayment risk under mortgage-related securities above n The security interest in the underlying collateral may be non-existent or may not be as great as with mortgage-related securities n Credit risk - the risk that the underlying receivables will not be paid by debtors or by credit insurers or guarantors of such instruments. Some asset-backed securities are unsecured or secured by lower-rated insurers or guarantors and thus may involve greater risk n See market risk under "Fixed Income Obligations", above n See interest rate risk under "Fixed Income Obligations", above	n A source of regular interest income n Prepayment risk is generally lower than with mortgage-related securities n Pass-through instruments provide greater diversification than direct ownership of loans n May offer higher yield due to their structure

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Investment Type (cont'd)

% of Total Assets	Risks	Potential Rewards
Collateralized Debt Obligations (CDOs) and Collateralized Loan Obligations (CLOs) Conservative Allocation and Moderate Allocation Funds Up to 5%	n The CDO's underlying obligations may not be authorized investments for the Fund n A CDO is a derivative, and is subject to credit, liquidity and market risks, as well as volatility n Limited liquidity because of transfer restrictions and no organized trading market	n Greater diversification than direct investment in assets n May offer higher yield due to their structure
Credit-linked securities Conservative Allocation and Moderate Allocation Funds Up to 15%	n The issuer of the credit-linked security may default or go bankrupt n Credit risk of the corporate credits underlying the credit default swaps n Typically private negotiated transactions, resulting in limited liquidity or no liquidity n See market risk under "Fixed Income Obligations" above and prepayment risk under Mortgage-Related Securities above n See risks under "Swaps" below	n Regular stream of payments n Pass-through instruments provide greater diversification than direct investments n May offer higher yield due to their structure

Strategic Partners Asset Allocation Funds 39

How the Funds Invest

Investment Type (cont'd)

% of Total Assets	Risks	Potential Rewards
Derivatives All Funds Percentage varies	n The value of derivatives (such as futures and options) that are used to hedge a portfolio security is determined independently from that security and could result in a loss to a Fund when the price movement of the derivative does not correlate with a change in the value of the portfolio security n Derivatives used for risk management may not have the intended effects and may result in losses or missed opportunities n The counterparty to a derivatives contract could default n Derivatives can increase share price volatility and those that involve leverage could magnify losses n Certain types of derivatives involve costs to a Fund, which can reduce returns n May be difficult to value precisely or sell at the time or price desired	n Derivatives could make money and protect against losses if the investment analysis proves correct n One way to manage a Fund's risk/return balance is by locking in the value of an investment ahead of time n Derivatives that involve leverage could generate substantial gains at low cost n May be used to hedge against changes in currency exchange rates
Reverse repurchase agreements All Funds Combined with dollar rolls, up to 331/3%, usually less than 10%	n May magnify underlying investment losses n Investment costs may exceed potential underlying investment gains	n May magnify underlying investment gains

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Investment Type (cont'd)

% of Total Assets	Risks	Potential Rewards
Dollar rolls Conservative Allocation and Moderate Allocation Funds Combined with reverse repurchase agreements, up to 331/3%, usually less than 10% When issued and delayed-delivery securities All Funds Percentage varies, usually less than 10%
Borrowing All Funds Up to 331/3%, usually less than 10%	n Leverage borrowing for investments may magnify losses n Interest costs and investment fees may exceed potential investment gains	n Leverage may magnify investment gains
Stripped securities Conservative Allocation and Moderate Allocation Funds Percentage varies	n More volatile than securities that have not separated principal and interest n Mortgage-backed stripped securities have more pre-payment and interest rate risk than other mortgage-related securities	n Value rises faster when interest rates fall
Swaps Conservative Allocation and Moderate Allocation Funds Up to 15% of net assets	n Speculative technique including risk of loss of interest payment swapped n May be difficult to value precisely n May be difficult to sell at the time or price desired n The counterparty to a swap agreement could default	n Helps protect the return on on investment

Strategic Partners Asset Allocation Funds 41

How the Funds Invest

Investment Type (cont'd)

% of Total Assets	Risks	Potential Rewards
Illiquid securities All Funds Up to 15% of net assets	n May be difficult to value precisely n May be difficult to sell at the time or price desired	n May offer a more attractive yield or potential for growth than more widely traded securities
Adjustable/floating rate securities Conservative Allocation and Moderate Allocation Funds Percentage varies	n Value lags value of fixed-rate securities when interest rates change	n Can take advantage of rising interest rates
Exchange-Traded Funds (ETFs) All Funds Up to 5% in any one ETF or other registered investment company (RIC), and up to 10% in ETFs or other RICs collectively	n Equity markets could go down, resulting in a decline in value of a Fund's investments (EFTs typically hold portfolios of securities designed to track the performance of various broad securities indices or sectors of such indices)	n Provides diversified exposures to equity markets n Historically, stocks have outperformed other investments over the long term

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How the Trust is Managed

BOARD OF TRUSTEES

Board oversees the actions of the Manager, the Advisers and the Distributor and decides on general policies. The Board also oversees the Trust's officers who conduct and supervise the daily business operations of each Fund.

MANAGER

Prudential Investments LLC (PI or the Manager)
Gateway Center Three, 100 Mulberry Street
Newark, NJ 07102-4077

Under a management agreement with the Trust, PI manages each Fund's investment operations and administers its business affairs. PI relies on its Strategic Investment Research Group (SIRG) in managing each Fund's investment operations. PI is also responsible for all investment advisory services and supervising the Advisers. For the fiscal year ended July 31, 2005 each Fund paid PI management fees computed at the annual rate of 0.75% of the average daily net assets up to $500 million, 0.70% of the average daily net assets for the next $500 million and 0.65% of the average daily net assets in excess of $1 billion.

Subject to the supervision of the Board, PI is responsible for conducting the initial review of prospective Advisers for the Trust. In evaluating a prospective Adviser, PI considers many factors, including the firm's experience, investment philosophy and historical performance. PI is also responsible for monitoring the performance of the Advisers.

PI and its predecessors have served as manager or administrator to investment companies since 1987. As of June 30, 2005, PI, a wholly-owned subsidiary of Prudential Financial, Inc. (Prudential), served as the investment manager to all of the Prudential U.S. and offshore open-end investment companies, and as investment manager or administrator to closed-end investment companies, with aggregate assets of approximately $90.1 billion.

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

Strategic Partners Asset Allocation Funds 43

How the Fund is Managed

ADVISERS AND PORTFOLIO MANAGERS

Introduction

The Advisers are responsible for the day-to-day management of each Fund segment that they manage, subject to the supervision of PI and the Board. The Advisers are paid by PI, not the Trust.

The Advisers manage segments within the Funds, focusing on a particular investment type and style. The Manager allocates daily cash inflows (i.e., purchases and reinvested dividends) and outflows (i.e., redemptions and expense items) among the segments of each Fund. By using several Advisers for each Fund, and by periodically rebalancing each Fund in accordance with its asset allocation strategy, the Manager seeks long-term benefits from a balance of different investment disciplines. T he Manager 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 Funds and help reduce their volatility. Reallocations may result in higher portfolio turnover and correspondingly higher transactional costs. In addition, a Fund may experience wash transactions - where one Adviser buys a security at the same time another Adviser sells it. When this happens, the Fund's position in that security remains unchanged, but the Fund has paid additional transaction costs.

A discussion regarding the basis for the Board's approval of the Funds' investment advisory agreements is available in the Funds' annual reports (for any agreements approved during the six-month period ended July 31, 2005) and will be available in the Funds' semi-annual reports (for any agreements approved during the six-month period ended January 31, 2006).

The following sets forth certain information about each of the Advisers (in alphabetical order).

EARNEST Partners (EARNEST)

EARNEST is a wholly owned subsidiary of EARNEST Holdings, LLC, an employee-owned company in which Paul E. Viera, Jr. (whose background is described below) holds a controlling interest. Founded in 1998, EARNEST Partners had approximately $14.3 billion in assets under management as of June 30, 2005. The address of EARNEST Partners is 75 14th St., Suite 2300, Atlanta, GA 30309.

Paul E. Viera, Jr., Chief Executive Officer and Partner of EARNEST Partners, manages the EARNEST Partners segment of the Funds. A founding member of EARNEST

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Partners, he previously served as a Global Partner of, and portfolio manager with, INVESCO Capital Management from 1991 to 1998.

EARNEST has been an Adviser to the Funds since December 2001.

Goldman Sachs Asset Management LP (GSAM)

GSAM, along with other units of the Investment Management Division of Goldman, Sachs & Company (Goldman Sachs), managed approximately $452.6 billion in assets as of June 30, 2005. The address of GSAM is 32 Old Slip, 23rd floor, New York, New York 10005.

The large capitalization growth equity segments of the Funds advised by GSAM are team-managed. The portfolio managers responsible for the day-to-day management are Gary Chropuvka and Melissa R. Brown, CFA

Mr. Chropuvka is responsible for the day-to-day implementation and trading of the portfolios. He is also a member of the GQE Investment Policy Committee. He joined GSAM in March 1998 working on Private Equity Partnerships. He received his Masters in Financial Engineering from Columbia University in 2000. Prior to this, Mr. Chropuvka spent four years with Morgan Stanley's Correspondent Clearing Group. He received a B.A. in Mathematics from Rutgers University in 1993. Ms. Brown is a Senior Portfolio Manager responsible for US Portfolios for the Global Quantitative Equity Group. Melissa has over 20 years experience in the industry, including 10 years as an All- Star- rated Quantitative Analyst in the Institutional Investor annual survey. Each of the portfolio managers have managed the large capitalization growth equity segments of the Funds advised by GSAM since GSAM became an Adviser t o the Funds in June 2005.

The high yield segments of the Funds advised by GSAM are team-managed. The portfolio managers responsible for the day-to-day management of the high yield segments of the Funds are Jonathan Beinner, Tom Kenney, Andrew Jessop, Diana Gordon, Rob Cignarella and Rachel Golder.

Jonathan Beinner is the Chief Investment Officer and Co-Head of US and Global Fixed Income at Goldman Sachs Asset Management (GSAM). Jonathan joined GSAM in 1990, and is responsible for overseeing over $100 billion in fixed income assets - including multi-sector portfolios, single-sector portfolios, and fixed income hedge funds.

Jonathan is also responsible for overseeing GSAM's $100 billion in money market assets. Mr. Beinner received two B.S. degrees from the University of Pennsylvania in 1988.

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How the Fund is Managed

Tom Kenny is Co-Head of the US and Global Fixed Income Portfolio team, which is responsible for managing assets in excess of $200 billion across multiple strategies with teams in London, Tokyo, and New York. Prior to taking on this role, he was Head of the Municipal Bond Portfolio Management team that is responsible for over $12 billion in assets across multiple investment strategies. He joined the firm in 1999 after spending over 13 years with the Franklin Templeton Group of Funds where, most recently, he was Executive Vice President and the Director of the Municipal Bond Department, responsible for the portfolio management and credit research efforts for assets under management in excess of $50 billion. Mr. Kenney has served in a number of leadership positions for various industry groups and was, most recently, the Vice Chairman of the Municipal Securities Rulemaking Board. He received a B.A . in Business Economics from the University of California, Santa Barbara, and a M.S. in Finance from Golden Gate University in San Francisco. Tom also received the Chartered Financial Analyst designation.

Rob Cignarella is a member of the High Yield portfolio management team and specializes in high yield credit research. Before joining Goldman Sachs Asset Management in 1998, he worked for two and a half years in investment banking at Salomon Brothers. Prior to that he worked in equity research at Furman Selz and was an engineer with LS Transit Systems. He received a B.S. in Engineering from Cornell University in 1991 and an M.B.A. from the University of Chicago Graduate School of Business in 1998.

Andrew Jessop, Managing Director and Head of the High Yield Team, joined GSAM in 1997 as a portfolio manager. He is responsible for managing high yield assets. Previously, he worked six years managing high yield portfolios at Saudi International Bank in London.

Rachel Golder is a Managing Director of Goldman, Sachs & Co., and the Director of High Yield Credit Research. Prior to joining Goldman Sachs Asset Management, she spent 6 years at SIB as a high yield credit analyst and portfolio manager, with a focus on the media, telecommunications, healthcare, chemicals, and packaging industries. Before that, Ms. Golder worked for Kleinwort Benson Ltd., where she proposed and managed investments in corporate loans. Ms. Golder earned a B.A. from Yale University in 1983.

Diana Gordon is a Vice President and Portfolio Manager with Goldman, Sachs & Co. Ms. Gordon is a member of the High Yield portfolio management team, and she specializes in portfolio management and credit analysis. Before joining Goldman Sachs Asset Management, she was a high yield manager at SIB, while retaining analytical responsibility for the technology and telecommunications sectors. Prior to

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becoming a portfolio manager, she was an analyst at the Bank and focused on the technology, general industrial, supermarket, and chemical sectors. She earned a Ph.D. in Physical Chemistry from Cambridge University in 1993 and B. Sc. (Hons) in Chemistry with specialization in Materials for Microelectronics from the University of Strathclyde in 1989.

Each of the portfolio managers have managed the high yield segments of the Funds since GSAM became an Adviser to the Funds in April 2005.

Hotchkis & Wiley Capital Management LLC (Hotchkis & Wiley)

Hotchkis and Wiley is a registered investment adviser, the primary members of which are HWCap Holdings, a limited liability company whose members are employees of Hotchkis and Wiley and Stephen Group, Inc. and affiliates, which is a diversified holding company. As of June 30, 2005, Hotchkis and Wiley had over $25.7 billion in assets under management. The address of Hotchkis and Wiley is 725 South Figueroa Street, Suite 3900, Los Angeles, California 90017-5439.

Hotchkis and Wiley also manages institutional separate accounts and is the adviser and sub-adviser to other mutual funds. The investment process is the same for similar accounts, including the Funds, and is driven by team-oriented, in-depth, fundamental research. The investment research staff is organized by industry coverage and supports all of the accounts managed in each of the sub-adviser's investment strategies. Weekly research meetings provide a forum where analysts and portfolio managers discuss current investment ideas within their assigned industries. Generally, the entire investment team, or a sub-set of the team, then debates the merits of recommendations, taking into account the prevailing market environment, a fund's current composition, and the relative value of alternative investments. Investment decisions are made by majority agreement of the investment team. The culmination of this proc ess is the formation of a "target portfolio" for each investment strategy representing the best investment ideas with appropriate weights for each of the holdings.

For the portion of the Funds managed by Hotchkis and Wiley, Hotchkis and Wiley has identified the five portfolio managers with the most significant responsibility for the Funds assets. Each individual has managed the portion of the Funds assigned to Hotchkis and Wiley since Hotchkis and Wiley became an Adviser to the Funds in April 2005. This list does not include all members of the investment team.

Sheldon Lieberman – Mr. Lieberman participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. He has authority to direct trading activity on the Funds. Mr. Lieberman, currently Principal and Portfolio Manager of Hotchkis and Wiley, joined Hotchkis and Wiley in 1994 as Portfolio Manager and Analyst.

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How the Fund is Managed

George Davis – Mr. Davis participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. He has authority to direct trading activity on the Funds. Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer of Hotchkis and Wiley, joined Hotchkis and Wiley in 1988 as Portfolio Manager and Analyst.

Joe Huber – Mr. Huber participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. He is jointly responsible for the day-to-day management of the Funds cash flows, which includes directing the Funds purchases and sales to ensure that the Funds holdings remain reflective of the "target portfolio." Mr. Huber, currently Principal, Portfolio Manager and Director of Research of Hotchkis and Wiley joined Hotchkis and Wiley in 2000 as Portfolio Manager and Analyst and soon thereafter became the Director of Research.

Patricia McKenna – Ms. McKenna participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. She has authority to direct trading activity on the Funds. Ms. McKenna, currently Principal and Portfolio Manager of Hotchkis and Wiley, joined Hotchkis and Wiley in 1995 as Portfolio Manager and Analyst.

Stan Majcher – Mr. Majcher participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. He is jointly responsible for the day-to-day management of the Funds cash flows, which includes directing the Funds purchases and sales to ensure that the Funds holdings remain reflective of the "target portfolio." Mr. Majcher, currently Principal and Portfolio Manager of Hotchkis and Wiley, joined Hotchkis and Wiley in 1996 as Analyst and became Portfolio Manager in 1999.

JP Morgan Fleming Asset Management (JPMorgan)

JPMorgan is an indirect wholly-owned subsidiary of J.P. Morgan Chase & Co., a publicly held bank holding company and global financial services firm. JP Morgan manages assets for governments, corporations, endowments, foundations and individuals worldwide. As of June 30, 2005, JP Morgan and its affiliated companies had approximately $782,646 million in assets under management worldwide. The address of JP Morgan is 522 Fifth Avenue, New York, New York 10036.

Cris Posada and Raffaele Zingone are primarily responsible for the day-to-day management of the portion of the large-capitalization value equity segments of the Funds advised by JP Morgan. Mr.  Posada, a Vice President of JP Morgan, is a client

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portfolio manager in the U.S. Equity Group. An employee since 1997, he is responsible for product management and client servicing across JP Morgan's large cap equity spectrum of products. Mr. Zingone, a Vice President of JP Morgan, is a portfolio manager in the U.S. Equity Group. He joined JP Morgan in 1991. They have managed the portion of the large-capitalization value equity segments of the Funds advised by JP Morgan since JP Morgan became one of the Fund's Advisers in April 2005.

LSV Asset Management (LSV)

LSV was formed in 1994, and is a quantitative value equity manager providing active asset management for institutional clients through the application of proprietary models. As of June 30, 2005, LSV had approximately $41.1 billion in assets under management. LSV's address is One North Wacker Drive, Suite 4000, Chicago, Illinois 60606.

Josef Lakonishok, Robert Vishny and Menno Vermuelen, CFA serve as co-portfolio managers for the portion of the international equity segments of the Funds advised by LSV. Mr. Lakonishok has served as CEO, Partner and Portfolio Manager for LSV since its founding in 1994. He has more than 25 years of investment and research experience. In addition to his duties at LSV, Mr. Lakonishok serves as the William G. Karnes Professor of Finance at the University of Illinois at Urbana-Champaign. Mr. Vishny has served as a Partner and Portfolio Manager of LSV since its founding in 1994. He has more than 18 years of investment and research experience. In addition to his duties at LSV, Mr. Vishny serves as the Eric J. Gleacher Professor of Finance at the University of Chicago. Mr. Vermuelen has served as a Portfolio Manager and Senior Quantitative Analyst of LSV since 1995 and a Partner since 1 998. He has more than 13 years of investment experience. Prior to joining LSV, Mr. Vermuelen served as a portfolio manager for ABP Investments. Messrs. Lakonishok, Vishny and Vermuelen have managed the LSV portion of the international equity segments of the Funds since LSV became an Adviser to the Funds in April 2005.

Marsico Capital Management, LLC (Marsico)

Marsico was organized in September 1997 as a registered investment adviser and became a wholly owned indirect subsidiary of Bank of America Corporation in January 2001. Marsico provides investment management services to other mutual funds and private accounts and, as of June 30, 2005, had approximately $51 billion under management. Thomas F. Marsico is the founder and Chief Executive Officer of Marsico. The address of Marsico is 1200 17 th Street, Suite 1600, Denver, Colorado 80202.

Thomas F. Marsico is the CEO and Chief Investment Officer of Marsico and manages the Marsico portion of each Fund's large capitalization growth equity segment. Mr. Marsico has over 20 years of experience as a securities analyst and a portfolio

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How the Fund is Managed

manager. Prior to forming Marisco Capital, Mr. Marsico served as the portfolio manager of the Janus Twenty Fund from January 31, 1988 through August 11, 1997 and served in the same capacity for the Janus Growth and Income Fund from May 31, 1991 (the Fund's inception date) through August 11, 1997. Mr. Marsico has managed the large capitalization growth equity segments of the Funds advised by Marsico since Marsico became an Adviser to the Funds in June 2005.

Pacific Investment Management Company LLC (PIMCO)

PIMCO, a Delaware limited liability company, is a majority-owned subsidiary of Allianz Global Investors of America L.P., ("AGI LP"). Allianz Aktiengesellschaft ("Allianz AG") is the indirect majority owner of AGI LP. Allianz AG is a European-based, multinational insurance and financial services holding company.

PIMCO is an investment counseling firm founded in 1971. As of July 31, 2005, PIMCO had approximately $499 billion in assets under management. PIMCO is located at 840 Newport Center Drive, Newport Beach, California 92660. Chris Dialynas is responsible for the day-to-day management of the portfolio's assets. William H. Gross heads PIMCO's investment committee, which is responsible for the development of major investment themes and which sets targets for various portfolio characteristics in accounts managed by PIMCO, including the portfolio.

Chris Dialynas, a Managing Director, portfolio manager, and a senior member of PIMCO's investment strategy group, has managed the investment-grade fixed-income segments of the Conservative Growth and Moderate Growth Funds since May 2000. Mr. Dialynas has been associated with PIMCO since 1980. He has written extensively and lectured on the topic of fixed income investing. He served on the Editorial Board of The Journal of Portfolio Management and was a member of Fixed Income Curriculum Committee of the Association for Investment Management and Research. He has twenty-five years of investment experience and holds a bachelor's degree in economics from Pomona College, and holds an MBA in finance from The University of Chicago Graduate School of Business.

William H. Gross, CFA, managing director and chief investment officer, was a founding partner of PIMCO in 1971. Mr. Gross has over 30 years of investment experience and is the author of Bill Gross on Investing. Mr. Gross has an MBA from UCLA Graduate School of Business.

RS Investment Management, LP (RS Investments)

RS Investments is an independent, privately held money management firm that specializes in domestic small and mid-cap stocks. As of June 30, 2005, the firm

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managed over $8.43 billion in no-load mutual funds, institutional accounts and alternative investments. The principal office of RS Investments is at 388 Market St., Suite 1700, San Francisco, California 94111.

Bill Wolfenden, a principal of RS Investments and lead portfolio manager of its small-cap growth accounts, manages the RS Investments segment of the Funds. Prior to joining RS in April 2001, he was at Dresdner RCM Global Investors since 1994 where he served on the micro-cap and small-cap growth investment management teams. He holds a B.A. in economics from Southern Methodist University and an M.B.A. with a dual concentration in finance and accounting from Vanderbilt University.

RS Investments has been an Adviser to the Funds since November 2002.

Thornburg Investment Management, Inc. (Thornburg)

Thornburg is an independent, employee-owned investment management firm located in Santa Fe, New Mexico. The firm was founded in 1982 and began providing investment management services to clients in 1984. Thornburg uses a fundamental, bottom-up approach to investing which centers on the intrinsic value of each investment. As of June 30, 2005, Thornburg had approximately $14.4 billion in assets under management. Thornburg's address is 119 East Marcy Street, Santa Fe, New Mexico 87501.

William V. Fries, CFA, a Managing Director of Thornburg, and Wendy Trevisani, also a Managing Director of Thornburg, are the portfolio managers for the portion of the international equity segments of the Funds advised by Thornburg. Mr. Fries serves as the lead portfolio manager. Before joining Thornburg in May 1995, Mr. Fries managed equity mutual funds for 16 years with another mutual fund management company. Before joining Thornburg in March 1999, Ms. Trevisani served as an institutional sales representative for Salomon Smith Barney in both New York City and London. Ms. Trevisani holds an MBA degree with a concentration in Finance from Columbia University, and a BA in International Relations from Bucknell University. Mr. Fries and Ms. Trevisani have managed the Thornburg portion of the international equity segments of the Funds since Thornburg became an Adviser to the Fun ds in April 2005.

Vaughan Nelson Investment Management, L.P. (Vaughan Nelson)

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 June 30, 2005, Vaughan Nelson had over $4.2 billion in assets under management. The address of Vaughan Nelson is 600 Travis Street, Suite 6300, Houston, Texas 77002.

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How the Fund is Managed

Vaughan Nelson's small cap value team consists of three members: Chris Wallis, the lead portfolio manager, Mark Roach and Scott Weber.

Chris D. Wallis, CFA, Senior Portfolio Manager, has 13 years investment management, financial analysis and accounting experience. Prior to joining Vaughan Nelson in 1999, Mr. Wallis was an Associate at Simmons & Company International. He graduated with a B.B.A. from Baylor University and M.B.A. from Harvard Business School. Mark J. Roach, Portfolio Manager, has 13 years investment management and research experience. Prior to joining Vaughan Nelson in 2002, Mr. Roach was a Security Analyst with USAA. He graduated with a B.A. from Baldwin Wallace College and M.B.A. from the University of Chicago-Graduate School of Business. Scott J. Weber, CFA, Portfolio Manager, has 8 years of investment management and financial analysis experience. Prior to joining Vaughan Nelson in 2003, Mr. Weber was a Vice President-Investment Banking with RBC Capital Markets. He graduated with a B.S. from the University of the South and M.B.A. from Tulane University-A.B. Freeman School of Business. Each of the portfolio managers have managed the small/mid capitalization value equity segments of the Funds advised by Vaughan Nelson since Vaughan Nelson became an Adviser to the Funds in July 2005.

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

DISTRIBUTOR

Prudential Investment Management Services LLC (PIMS or the distributor) distributes the Trust's shares under a Distribution Agreement with the Trust. The Trust has Distribution and Service Plans (the Plans) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the 1940 Act). Under the Plans and the Distribution Agreement, PIMS pays the expenses of distributing the Trust's shares and provides certain shareholder support services. Each Fund pays distribution and other fees to PIMS as compensation for its services for each class of shares other than Class Z. These fees - known as 12b-1 fees - are shown in the "Fees and Expenses" tables.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the Funds' policies and procedures with respect to the disclosure of the Funds' portfolio securities is described in the Funds' SAI and on the Funds' website at www.strategicpartners.com. Each Fund will provide a full list of its portfolio holdings as of the end of each month on its website within approximately 30 days after the end of the month. In addition, each Fund may release its top ten holdings, sector and country breakdowns, and largest industries on a monthly basis. Such information will be posted to the Funds' website no earlier than 15 days after the end of each month and will be available on the Funds' website for at least six months from the posting date. These postings can be located at www.strategicpartners.com.

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Fund Distributions and Tax Issues

Investors who buy shares of a Fund should be aware of some important tax issues. For example, each Fund pays dividends of ordinary income and distributes realized net capital gains, if any, to shareholders. These distributions are subject to federal income taxes, unless you hold your shares in a 401(k) plan, an Individual Retirement Account (IRA) or some other qualified or tax-deferred plan or account. Dividends and other distributions from a Fund may also be subject to state and lo cal income taxes.

Also, if you sell shares of a Fund for a profit, you may have to pay capital gains taxes on the amount of your profit, again unless you hold your shares in a qualified or tax-deferred plan or account.

The following briefly discusses some of the important federal income tax issues you should be aware of, but is not meant to be tax advice. For tax advice and information concerning state or local taxes, please speak with your tax adviser.

DISTRIBUTIONS

Each Fund distributes dividends of any net investment income to shareholders on a regular basis as shown below.

FUND	DIVIDENDS DECLARED AND PAID
Conservative Allocation Fund	Quarterly
Moderate Allocation Fund	Semi-Annually
Growth Allocation Fund	Annually

For example, if a Fund owns ACME Corp. stock and the stock pays a dividend, the Fund will pay out a portion of this dividend to its shareholders, assuming the Fund's income is more than its costs and expenses. The dividends you receive from each Fund will be subject to taxation, whether or not they are reinvested in the Fund.

Each Fund also distributes realized net capital gains to shareholders - typically once a year. Capital gains are generated when a Fund sells its assets for a profit. For example, if a Fund bought 100 shares of ACME Corp. stock for a total of $1,000 and more than one year later sold the shares for a total of $1,500, the Fund has net long-term capital gains of $500, which it will pass on to shareholders (assuming the Fund's total capital gains are greater than any capital losses it may have). Capital gains are taxed differently depending on how long the Fund holds the security. If a security is held for more than one year before it is sold, any gain recognized will be long-term capital gain which is generally taxed at rates of up to 15%, but if the security is held for one year or less, any gain recognized will be short-term capital gain which is taxed at ordinary income rates of up to 35%. Different rates apply to corporate shareholders.

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Fund Distributions and Tax Issues

A portion of dividends paid to individuals and other non-corporate shareholders of a Fund may be eligible for the maximum 15% tax rate applicable for long-term capital gain. To the extent a Fund's income is derived from certain dividends received from U.S. corporations, a portion of the dividends paid to corporate shareholders of the Fund will be eligible for the 70% dividends received deduction.

For your convenience, a Fund's distributions of dividends and capital gains are automatically reinvested in the Fund without any sales charge. If you ask us to pay the distributions in cash, we will send you a check if your account is with the Transfer Agent. Otherwise, if your account is with a broker, you will receive a credit to your account. Either way, the distributions may be subject to income taxes, unless your shares are held in a qualified or tax-deferred plan or account. For more information about automatic reinvestment and other shareholder services, see "Step 4: Additional Shareholder Services" in the next section.

TAX ISSUES
Form 1099

Every year, you will receive a Form 1099, which reports the amount of dividends and capital gains we distributed to you during the prior year unless you own shares of a Fund as part of a qualified or tax-deferred plan or account. If you do own shares of a Fund as part of a qualified or tax-deferred plan or account, your taxes are deferred, so you will not receive a Form 1099. However, you will receive a Form 1099 when you take any distributions from your qualified or tax-deferred plan or account.

Fund distributions are generally taxable to you in the calendar year in which they are received, except when we declare certain dividends in the fourth quarter and actually pay them in January of the following year. In such cases, the dividends are treated as if they were paid on December 31 of the prior year.

Withholding Taxes

If federal tax law requires you to provide the Trust with your tax identification number and certifications as to your tax status, and you fail to do this, we will withhold and pay to the U.S. Treasury a portion (currently 28%) of your distributions and sale proceeds. Dividends of net investment income and net short-term capital gains paid to a nonresident foreign shareholder generally will be subject to a U.S. withholding tax of 30%. This rate may be lower, depending on any tax treaty the U.S. may have with the shareholder's country.

If You Purchase Just Before Record Date

If you buy shares of a Fund just before the record date for a distribution (the date that determines who receives the distribution), we will pay that distribution to you. As

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explained above, the distribution may be subject to ordinary income or capital gains taxes. You may think you've done well, since you bought shares one day and soon thereafter received a distribution. That is not so because when distributions are paid out, the value of each share of the Fund decreases by the amount of the distribution and the market changes (if any) to reflect the payout. The distribution you receive makes up for the decrease in share value. However, the timing of your purchase does mean that part of your investment came back to you as taxable income.

Qualified and Tax-Deferred Retirement Plans

Retirement plans and accounts allow you to defer paying federal income taxes on investment income and capital gains. Contributions to these plans may also be tax deductible, although distributions from these plans generally are taxable. In the case of Roth IRA accounts, contributions are not tax deductible, but distributions from the plan may be tax-free for federal income tax purposes.

IF YOU SELL OR EXCHANGE YOUR SHARES

If you sell any shares of a Fund for a profit, you will have realized a capital gain, which is subject to tax, unless you hold shares in a qualified or tax-deferred plan or account. The amount of tax you pay depends on how long you owned your shares and when you bought them. If you sell shares of a Fund at a loss, you may have a capital loss, which together with any such losses from other sources you may use to offset certain capital gains you have.

If you sell shares of a Fund and realize a loss, you will not be permitted to use the loss to the extent you replace the shares (including pursuant to the reinvestment of a dividend) within a 61-day period (beginning 30 days before and ending 30 days after the sale of the shares). If you acquire shares of a Fund and sell your shares within 90 days, you may not be allowed to include certain charges incurred in acquiring the shares for purposes of calculating gain or loss realized upon the sale of the shares.

Exchanging your shares of a Fund for the shares of another Strategic Partners or JennisonDryden mutual fund is considered a sale for federal income tax purposes. In other words, it's a "taxable event." Therefore, if the shares you exchanged have increased in value since you purchased them, you will have capital gains, which are subject to the federal income taxes described above.

Any gain or loss you may have from selling or exchanging Fund shares will not be reported on the Form 1099; however, proceeds from the sale or exchange will be reported on Form 1099-B. Therefore, unless you hold your shares in a qualified

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Fund Distributions and Tax Issues

tax-deferred plan or account, you or your financial adviser should keep track of the dates on which you buy and sell - or exchange - Fund shares, as well as the amount of any gain or loss on each transaction. For tax advice, please see your tax adviser.

Automatic Conversion of Class B, Class M and Class X Shares

You will not have a federal tax gain or loss when Class B, Class M and Class X shares of a Fund automatically convert into Class A shares - which happens automatically approximately seven, eight or ten years, respectively, after purchase - because it does not involve an actual sale of your Class B, Class M and Class X shares. For more information about the automatic conversion of Class B, Class M and Class X shares, see "Class B, Class M and Class X Shares Convert to Class A Shares" in the next section.

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How to Buy, Sell and
Exchange Shares of the Funds

HOW TO BUY SHARES
Step 1: Open an Account

If you don't have an account with us or a securities firm that is permitted to buy or sell shares of the Funds for you, call Prudential Mutual Fund Services LLC (PMFS) at (800) 225-1852, or contact:

Prudential Mutual Fund Services LLC
Attn: Investment Services
P.O. Box 8179
Philadelphia, PA 19176

You may purchase shares by check or wire. We do not accept cash or money orders. To purchase by wire, call the number above to obtain an application. After PMFS receives your completed application, you will receive an account number. We have the right to reject any purchase order (including an exchange into a Fund) or suspend or modify a Fund's sale of its shares.

With certain limited exceptions, shares of the Funds are only available to be sold in the United States, U.S. Virgin Islands, Puerto Rico and Guam.

Step 2: Choose a Share Class

Individual investors can choose among Class A, Class B, Class C, Class R and Class Z shares of the Funds, although Class R and Class Z shares are available only to a limited group of investors. Class M and Class X shares are not offered to new purchases, and are only available through exchange with other Class M and Class X shares, respectively, of certain other Strategic Partners and JennisonDryden mutual funds. There are no sales charges on an exchange.

Multiple share classes let you choose a cost structure that meets your needs:

n  Class A shares purchased in amounts of less than $1 million require you to pay a sales charge at the time of purchase, but the operating expenses of Class A shares are lower than the operating expenses of Class B and Class C shares. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are also subject to a CDSC of 1%.

n  Class B shares do not require you to pay a sales charge at the time of purchase, but do require you to pay a sales charge if you sell your shares within six years (that is why it is called a CDSC). The operating expenses of Class B shares are higher than the operating expenses of Class A shares.

n  Class C shares do not require you to pay a sales charge at the time of purchase, but do require you to pay a sales charge if you sell your shares within 12 months

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How to Buy, Sell and
Exchange Shares of the Funds

of purchase. The operating expenses of Class C shares are higher than the operating expenses of Class A shares.

When choosing a share class, you should consider the following factors:

n  The amount of your investment and any previous or planned future investments, which may qualify you for reduced sales charges for Class A shares under Rights of Accumulation or a Letter of Intent.

n  The length of time you expect to hold the shares and the impact of varying distribution fees. Over time, these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For this reason, Class C shares may not be appropriate for investors who plan to hold their shares for more than 4 years.

n  The different sales charges that apply to each share class - Class A's front-end sales charge vs. Class B's CDSC vs. Class C's low CDSC.

n  The fact that Class B shares automatically convert to Class A shares approximately seven years after purchase.

n  Class B shares purchased in amounts greater than $100,000 for equity funds, $100,000 for taxable fixed income funds, and $250,000 for municipal bond funds are generally less advantageous than purchasing Class A shares. Purchase orders for Class B shares exceeding these amounts generally will not be accepted.

n  Class C shares purchased in amounts greater than $1 million are generally less advantageous than purchasing Class A shares. Purchase orders for Class C shares above these amounts generally will not be accepted.

n  Because Class Z shares have lower operating expenses than Class A, Class B or Class C shares, you should consider whether you are eligible to purchase Class Z shares.

n  The fact that Class A, Class B, Class C, Class R and Class Z shares are available for direct purchase but Class M and Class X shares are available only through exchange.

See "How to Sell Your Shares" for a description of the impact of CDSCs.

Some investors purchase or sell shares of the Fund through financial intermediaries and broker-dealers who maintain omnibus accounts that aggregate the orders of multiple investors and forward the aggregate orders to the Fund. Although the Fund is unable to monitor or enforce the above limitations for underlying shareholders submitting orders through omnibus accounts, the Fund has advised the financial intermediaries and broker-dealers who maintain such accounts of these limitations. You should consult your financial intermediary or broker for assistance in choosing a share class.

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Share Class Comparison. Use this chart to help you compare the Funds' different share classes. The discussion following this chart will tell you whether you are entitled to a reduction or waiver of any sales charges.

	Class A	Class B		Class C	Class M		Class R	Class X		Class Z
Minimum purchase amount1	$1,000	$1,000		$2,500	$1,000		None	$1,000		None
Minimum amount for subsequent purchases1	$100	$100		$100	$100		None	$100		None
Maximum initial sales charge	5.50% of the public offering price	None		None	None		None	None		None
Contingent Deferred Sales Charge (CDSC)2	1%3	If sold during: Year 1 Year 2 Year 3 Year 4 Years 5/6 Year 7	5% 4% 3% 2% 1% 0%	1% on sales made within 12 months of purchase	If sold during: Year 1 Year 2 Year 3 Year 4 Year 5/6 Year 7 Year 8	6% 5% 4% 3% 2% 1% 0%	None	If sold during:6 Year 1 Year 2 Year 3/4 Year 5 Year 6/7 Year 8 Year 9/ 10	None 6% 5% 4% 3% 2% 1% 0%
Annual distribution and service (12b-1) fees shown as a percentage of average net assets4	.30 of 1% (.25 of 1% currently)	1%		1%	1%		.75 of 1% (.50 of 1% currently)	1%		None

1  The minimum investment requirements do not apply to certain custodial accounts for minors. The minimum initial and subsequent investment for purchases made through the Automatic Investment Plan is $50. For more information, see "Additional Shareholder Services - Automatic Investment Plan." Class M and Class X shares are closed to initial purchases and are only available through exchange from the same class of shares of certain other Strategic Partners or JennisonDryden mutual funds.

2  For more information about the CDSC and how it is calculated, see "How to Sell Your Shares - Contingent Deferred Sales Charge (CDSC)."

3  Investors who purchase $1 million or more of Class A shares and sell shares within 12 months of purchase are subject to a 1% CDSC although they are not subject to an initial sales charge. (The CDSC is waived for purchases by certain retirement and/or benefit plans affiliated with Prudential).

4  These distribution and service (12b-1) fees are paid from each Fund's assets on a continuous basis. The service fee for each of Class A, Class B, Class C, Class M, Class R and Class X shares is .25 of 1% and the remainder of each class distribution and service (12b-1) fee consists of a distribution fee. For the year ending July 31, 2006, the Distributor has contractually agreed to reduce its distribution and service (12b-1) fees for Class A shares to .25 of 1% of the average daily net assets of Class A shares and for Class R shares to .50 of 1% of the average daily net assets of the Class R shares.

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6  In the case of Class X shares purchased prior to August 19, 1998, the CDSC imposed will be 6% during the first year after purchase, 5% during the second year, 4% during the third year, 3% during the fourth year, 2% during the fifth and sixth years, 1% during the seventh year, and none thereafter.

Reducing or Waiving Class A's Initial Sales Charge

The following describes the different ways investors can reduce or avoid paying Class A's initial sales charge.

Increase the Amount of Your Investment. You can reduce Class A's initial sales charge by increasing the amount of your investment. This table shows how the sales charge decreases as the amount of your investment increases.

Amount of Purchase	Sales Charge as % of Offering Price			Sales Charge as % of Amount Invested			Dealer Reallowance
Less than $25,000		5.50	%		5.82	%		4.75	%
$25,000 to $49,999		5.00			5.26			4.50
$50,000 to $99,999		4.50			4.71			3.75
$100,000 to $249,999		3.75			3.90			3.25
$250,000 to $499,999		2.75			2.83			2.40
$500,000 to $999,999		2.00			2.04			1.75
$1 million to $4,999,999*		None			None			1.00	**

*  If you invest $1 million or more, you can buy only Class A shares unless you qualify to buy Class R or Class Z shares. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a 1% CDSC. (The CDSC is waived for purchases by certain retirement and/or benefit plans affiliated with Prudential).

**  For investments of $5 million to $9,999,999, the dealer allowance is 0.50%. For investments of $10 million and over, the dealer allowance is 0.25%.

To satisfy the purchase amounts above, you can:

n  Use your Rights of Accumulation, which allow you or an eligible group of related investors to combine (1) the current value of JennisonDryden or Strategic Partners mutual fund shares you or the group already own (2) the value of money market shares you or an eligible group of related investors have received for shares of other JennisonDryden or Strategic Partners mutual funds in an exchange transaction and (3) the value of the shares you or an eligible group of related investors are purchasing, or

n  Sign a Letter of Intent, stating in writing that you or an eligible group of related investors will purchase a certain amount of shares in the Fund and other JennisonDryden or Strategic Partners mutual funds within 13 months, or

n  Use your Combined Purchase and Cumulative Purchase Privilege, which allows you and an eligible group of related investors to combine the value of Class A

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shares of this Fund with the value of Class A shares of other JennisonDryden or Strategic Partners mutual funds that you or the group are purchasing at the same time.

Note: Class Z shares cannot be aggregated with any other share class for purposes of reducing or waiving Class A's initial sales charge.

An eligible group of related investors includes any combination of the following:

n  an individual

n  the individual's spouse, their children and parents

n  the individual's and spouse's Individual Retirement Account (IRA)

n  any company controlled by the individual (a person, entity or group that holds 25% or more of the outstanding voting securities of a company will be deemed to control the company, and a partnership will be deemed to be controlled by each of its general partners), with the exception of employee benefit plans of a company controlled by the individual

n  a trust created by the individual, the beneficiaries of which are the individual, his or her spouse, parents or children

n  a Uniform Gifts to Minors Act/ Uniform Transfers to Minors Act account created by the individual or the individual's spouse

The value of shares held by you or an eligible group of related investors will be determined as follows:

n  for Class A shares, the value of existing shares is determined by the maximum offering price (NAV plus maximum sales charge) as of the previous business day.

n  for Class B shares and Class C shares, the value of existing shares is determined by the NAV as of the previous business day.

If your shares are held directly by the Transfer Agent, and you believe you qualify for a reduction or waiver of Class A's initial sales charge, you must notify the Transfer Agent at the time of the qualifying share purchase in order to receive the applicable reduction or waiver. If your shares are held through a broker or other financial intermediary, and you believe you qualify for a reduction or waiver of Class A's initial sales charge, you must notify your broker or financial intermediary at the time of the qualifying purchase in order to receive the applicable reduction or waiver. Shares held through a broker or other financial intermediary will not be systematically aggregated with shares held directly by the Transfer Agent for purposes of receiving a reduction or waiver of Class A's initial sales charge. The reduced or waived sales charge will be granted subject to confirmation of account holdings.

If your shares are held directly by the Transfer Agent, you must identify the eligible group of related investors. Although the Transfer Agent does not require any specific form of documentation in order to establish your eligibility to receive a waiver or reduction of Class A's initial sales charge, you may be required to provide appropriate documentation if the Transfer Agent is unable to establish your eligibility.

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If your shares are held through a broker or other financial intermediary, the broker or intermediary is responsible for determining the specific documentation, if any, that you may need in order to establish your eligibility to receive a waiver or reduction of Class A's initial sales charge. Your broker or financial intermediary is also responsible for notifying the Transfer Agent if your share purchase qualifies for a reduction or waiver of Class A's initial sales charge.

Purchases of $1 million or more. If you purchase $1 million or more of Class A shares, you will not be subject to an initial sales charge, although a CDSC may apply, as previously noted.

Benefit Plans. Certain group retirement and savings plans may purchase Class A shares without paying the initial sales charge if they meet the required minimum for amount of assets, average account balance or number of eligible employees. For more information about these requirements, call us at (800) 353-2847.

Certain Health Savings Accounts. If you have established a health savings account for which recordkeeping services are offered by Prudential Retirement, you will not be subject to an initial sales charge.

Mutual Fund Programs. The initial sales charge will be waived for investors in certain programs sponsored by broker-dealers, investment advisers and financial planners who have agreements with the Distributor relating to:

n  Mutual fund "wrap" or asset allocation programs; where the sponsor places fund trades, links its clients' accounts to a master account in the sponsor's name and charges its clients a management, consulting or other fee for its services, or

n  Mutual fund "supermarket" programs; where the sponsor links its clients' accounts to a master account in the sponsor's name and the sponsor charges a fee for its services.

Broker-dealers, investment advisers or financial planners sponsoring these mutual fund programs may offer their clients more than one class of shares in a Fund in connection with different pricing options for their programs. Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class.

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Other Types of Investors. Certain other types of investors may purchase Class A shares without paying the initial sales charge, including:

n  certain directors, officers, employees (and certain members of their families) of Prudential and its affiliates, the JennisonDryden or Strategic Partners mutual funds, and the investment advisers of the JennisonDryden or Strategic Partners mutual funds

n  persons who have retired directly from active service with Prudential or one of its subsidiaries

n  certain real estate brokers, agents and employees of real estate brokerage companies affiliated with the Prudential Real Estate Affiliates

n  registered representatives and employees of brokers that have entered into dealer agreements with the Distributor

n  investors in Individual Retirement Accounts, provided that (a) the purchase is made either from a directed rollover to such Individual Retirement Account or with the proceeds of a tax-free rollover of assets from a Benefit Plan for which Prudential Retirement (the institutional Benefit Plan recordkeeping entity of Prudential) provides administrative or recordkeeping services, in each case provided that such purchase is made within 60 days of receipt of the Benefit Plan distribution, or (b) recordkeeping for the Individual Retirement Account is performed by Prudential Retirement as part of its "Rollover IRA" program (regardless of whether or not the assets of the Individual Retirement Account consist of proceeds of a tax-free rollover of assets from a Benefit Plan described in (a)&n bsp;above).

To qualify for a waiver of the Class A sales charge at the time of purchase, you must notify the Transfer Agent or the Distributor must be notified by the broker facilitating the purchase that the transaction qualifies for a waiver of the Class A sales charge. The waiver will be granted subject to confirmation of your account holdings.

Additional Information About Reducing or Waiving Class A's Sales Charge. The Trust makes available free of charge, on its website at www.strategicpartners.com, in a clear and prominent format, information relating to each Fund's Class A initial sales charge, and the different ways that investors can reduce or avoid paying the initial sales charge. The Trust's website includes hyperlinks that facilitate access to this information.

You may need to provide your broker-dealer or other financial intermediary through which you hold Fund shares with the information necessary to take full advantage of reduced or waived Class A sales charges.

The Distributor may reallow Class A's sales charge to dealers.

Qualifying for Class Z Shares

Class Z shares of a Fund can be purchased by any of the following:

n  Any Benefit Plan, as defined above, and certain nonqualified plans, provided the Benefit Plan - in combination with other plans sponsored by the same employer

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or group of related employers - has at least $50 million in defined contribution assets,

n  Current and former Trustees of the Strategic Partners or JennisonDryden mutual funds, including the Trust,

n  The Manager or an investment adviser or one of their respective affiliates, with an investment of $10 million or more, or

n  Qualified stock tuition programs (529 plans).

Qualifying for Class R Shares

Class R shares are offered for sale to cetain retirement plans, including IRAs, section 401 and 457 plans, and section 403 plans sponsored by section 501(c)(3) organizations. For more information about plan eligibility, call Prudential at (800) 353-2847.

Class B, Class M and Class X Shares Convert to Class A Shares

If you buy Class B, Class M or Class X shares and hold them for approximately seven years, eight years or ten years, respectively (eight years for Class X shares purchased prior to August 19, 1998), we will automatically convert them into Class A shares without charge. Since the distribution and service (12b-1) fees for Class A shares are lower than for Class B, Class M and Class X shares, converting to Class A shares lowers your Fund expenses.

Class B, Class M and Class X shares acquired through the reinvestment of dividends or distributions will be converted to Class A shares according to the procedures utilized by the broker-dealer through which the Class B, Class M and Class X shares were purchased, to the extent the shares are carried on the books of the broker-dealer and the broker-dealer provides subaccounting services to the Fund. Otherwise, the procedures utilized by Prudential Mutual Fund Services LLC, or its affiliates, will be used. The use of different procedures may result in a timing differential in the conversion of Class B, Class M and Class X shares acquired through the reinvestment of dividends and distributions.

When we do the conversion, you will get fewer Class A shares than the number of converted Class B shares if the price of the Class A shares is higher than the price of Class B, Class M and Class X shares. The total dollar value will be the same, so you will not have lost any money by getting fewer Class A shares. We do the conversions quarterly, not on the anniversary date of your purchase. For more information, see the SAI, "Purchase, Redemption and Pricing of Fund Shares - Conversion Feature - Class B, Class M and Class X Shares."

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Step 3: Understanding the Price You'll Pay

The price you pay for each share of a Fund is based on the share value. The share value of a mutual fund - known as the net asset value or NAV - is determined by a simple calculation: it's the total value of a Fund (assets minus liabilities) divided by the total number of shares outstanding. For example, if the value of the investments held by fund XYZ (minus its liabilities) is $1,000 and there are 100 shares of fund XYZ owned by shareholders, the price of one share of the fund - o r the NAV - is $10 ($1,000 divided by 100).

Each Fund's portfolio securities are valued based upon market quotations or, if not readily available, at fair value as determined in good faith under procedures established by the Board. With respect to any portion of a Fund's assets that are invested in one or more open-end investment companies, the Fund's net asset value will be calculated based upon the net asset value per share of the investment company in which the Fund invests.

A Fund may also use fair value pricing if it determines that a market quotation is not reliably based, among other things, on events or market conditions that occur after the quotation is derived or after the closing of the primary market on which the security is traded, but before the time that the Fund's NAV is determined. This use of fair value pricing most commonly occurs with securities that are primarily traded outside the U.S. because such securities present time-zone arbitrage opportunities when events or conditions affecting the prices of specific securities or the prices of securities traded in such markets generally occur after the close of the foreign markets but prior to the time the Fund determines its NAV. The Fund may also use fair value pricing with respect to U.S.-traded securities if, for example, trading in a particular security is halted and does not resume before the Fund calculate s its NAV or the exchange on which a security is traded closes early. In addition, fair value pricing is used for securities where the pricing agent or principal market maker does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Manager (or Adviser) does not represent fair value. Different valuation methods may result in differing values for the same security. The fair value of a portfolio security that a Fund uses to determine its NAV may differ from the security's quoted or published price. If the Fund needs to implement fair value pricing after the NAV publishing deadline but before shares of the Fund are processed, the NAV you receive or pay may differ from the published NAV price. For purposes of computing the Fund's NAV, we will value the Fund's futures contracts 15 minutes after the close of regular trading on the NYSE. Except when we fair value securities, we normally value each foreign security held by the Fund as of the close of the sec urity's primary market. Fair value pricing procedures are designed to result in prices for the

Mutual Fund Shares

The NAV of mutual fund shares changes every day because the value of a fund's portfolio changes constantly. For example, if Fund XYZ holds ACME Corp. stock in its portfolio and the price of ACME stock goes up while the value of the fund's other holdings remains the same and expenses don't change, the NAV of fund XYZ will increase.

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Fund's securities and its net asset value that are reasonable in light of the circumstances which make or have made market quotations unavailable or unreliable, and may have the effect of reducing arbitrage opportunities available to short-term traders. There is no assurance, however, that fair value pricing will more accurately reflect the market value of a security than the market price of such security on that day or that it will prevent dilution of the Fund's NAV by short-term traders.

We determine each Fund's NAV once each business day at the close of regular trading on the NYSE, usually 4:00 p.m. New York time. The NYSE is closed on most national holidays and Good Friday. (We do not price, and you will not be able to purchase or redeem, a Fund's shares on days when the NYSE is closed but the primary markets for the Fund's foreign securities are open, even though the value of these securities may have changed.) Conversely, a Fund will ordinarily price its shares, and you may purchase and redeem shares, on days that the NYSE is open but foreign securities markets are closed. We may not determine a Fund's NAV on days when we have not received any orders to purchase, sell or exchange Fund shares, or when changes in the value of the Fund's portfolio do not materially affect its NAV.

Most national newspapers report the NAVs of larger mutual funds, which allows investors to check the price of those funds daily.

What Price Will You Pay for Shares of a Fund?

For Class A shares, you'll pay the public offering price, which is the NAV next determined after we receive your order to purchase, plus an initial sales charge (unless you're entitled to a waiver). For Class B, Class C, Class R and Class Z shares, you will pay the NAV next determined after we receive your order to purchase (remember, there are no up-front sales charges for these share classes). Your broker may charge you a separate or additional fee for purchases of shares. Class M and Class X are closed to new purchases and are available only through exchange.

Unless regular trading on the NYSE closes before 4:00 p.m., your order to purchase must be received by 4:00 p.m. New York time in order to receive that day's NAV. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day's NAV if your order to purchase is received after the close of regular trading on the NYSE.

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Step 4: Additional Shareholder Services

As a Fund shareholder, you can take advantage of the following services and privileges:

Automatic Reinvestment. As we explained in the "Fund Distributions and Tax Issues" section, each Fund pays out - or distributes - its net investment income and capital gains to all shareholders. For your convenience, we will automatically reinvest your distributions in the applicable Fund at NAV without any sales charge. If you want your distributions paid in cash, you can indicate this preference on your application, or by notifying your broker or the Transfer Agent in writing (at the address below) at least five business days before the date we determine who receives dividends.

Prudential Mutual Fund Services LLC
Attn: Account Maintenance
P.O. Box 8159
Philadelphia, PA 19176

Automatic Investment Plan. You can make regular purchases of a Fund for as little as $50 by having the funds automatically withdrawn from your bank or brokerage account at specified intervals.

Systematic Withdrawal Plan. A Systematic Withdrawal Plan is available that will provide you with monthly or quarterly, semi-annual or annual redemption checks. Remember, sales of Class A (in certain cases), Class B, Class C, Class M or Class X shares may be subject to a CDSC. The Systematic Withdrawal Plan is not available to participants in certain retirement plans. Please contact PMFS at (800) 225-1852 for more details.

Reports to Shareholders. Every year we will send you an annual report (along with an updated prospectus) and a semiannual report, which contain important financial information about your Fund. To reduce Fund expenses, we may send one annual shareholder report, one semiannual shareholder report and one annual prospectus per household, unless you instruct us or your broker otherwise. If each Fund shareholder in your household would like to receive a copy of the Fund's prospectus, shareholder report and proxy statement, please call us toll free at (800) 225-1852. We will begin sending additional copies of these documents within 30 days of receipt of your request.

HOW TO SELL YOUR SHARES

You can sell your shares of a Fund for cash (in the form of a check, by wire or by electronic deposit to your bank account) at any time, subject to certain restrictions.

When you sell shares of a Fund - also known as redeeming your shares - the price you will receive will be the NAV next determined after the Transfer Agent, the Distributor or your broker receives your order to sell (less any applicable CDSC). If your broker holds your shares, your broker must receive your order to sell by 4:00 p.m.

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New York time to process the sale on that day. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day's NAV if your order to sell is received after the close of regular trading on the NYSE. Otherwise contact:

Prudential Mutual Fund Services LLC
Attn: Redemption Services
P.O. Box 8149
Philadelphia, PA 19176

Generally, we will pay you for the shares that you sell within seven days after the Transfer Agent, the Distributor or your broker receives your sell order. If you hold shares through a broker, payment will be credited to your account. If you are selling shares you recently purchased with a check, we may delay sending you the proceeds until your check clears, which can take up to 10 days from the purchase date. You can avoid delay if you purchase shares by wire, certified check or cashier's check. Your broker may charge you a separate or additional fee for sales of shares.

Restrictions on Sales

There are certain times when you may not be able to sell shares of a Fund, or when we may delay paying you the proceeds from a sale. As permitted by the SEC, this may happen during unusual market conditions or emergencies when the Fund can't determine the value of its assets or sell its holdings. For more information, see the SAI, "Purchase, Redemption and Pricing of Fund Shares - Sales of Shares."

If you hold your shares directly with the Transfer Agent, you will need to have the signature on your sell order guaranteed by an "eligible financial institution" if:

n  You are selling more than $100,000 of shares,

n  You want the redemption proceeds made payable to someone that is not in our records,

n  You want the redemption proceeds sent to some place that is not in our records, or

n  You are a business or a trust.

An "eligible financial institution" includes any bank, broker-dealer, savings association or credit union. For more information, see the SAI, "Purchase, Redemption and Pricing of Fund Shares - Sales of Shares - Signature Guarantee."

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Contingent Deferred Sales Charge (CDSC)

If you sell Class B shares within six years of purchase, Class C shares within 12 months of purchase, Class M shares within seven years of purchase or Class X shares within eight years of purchase (seven years in the case of Class X shares purchased prior to August 19, 1998), you will have to pay a CDSC. In addition, investors who purchase $1 million or more of Class A shares are subject to a CDSC of 1% for shares redeemed within 12 months of purchase. (The CDSC is waived for purchases by certain retirement and/or benefit plans affiliated with Prudential). To keep the CDSC as low as possible, we will sell amounts representing shares in the following order:

n  Amounts representing shares you purchased with reinvested dividends and distributions

n  Amounts representing the increase in NAV above the total amount of payments for shares made during the past 12 months for Class A shares (in certain cases), six years for Class B shares, 12 months for Class C shares, seven years for Class M shares and eight years for Class X shares (seven years in the case of Class X shares purchased prior to August 19, 1998), and

n  Amounts representing the cost of shares held beyond the CDSC period (12 months for Class A shares (in certain cases), six years for Class B shares and 12 months for Class C shares (18 months if purchased prior to February 2, 2004), seven years for Class M shares and eight years for Class X shares (seven years in the case of Class X shares purchased prior to August 19, 1998)).

Since shares that fall into any of the categories listed above are not subject to the CDSC, selling them first helps you to avoid - or at least minimize - the CDSC.

Having sold the exempt shares first, if there are any remaining shares that are subject to the CDSC, we will apply the CDSC to amounts representing the cost of shares held for the longest period of time within the applicable CDSC period.

As we noted before in the "Share Class Comparison" chart, the CDSC for Class B shares is 5% in the first year, 4% in the second, 3% in the third, 2% in the fourth and 1% in the fifth and sixth years; the CDSC for Class M shares is 6% in the first year, 5% in the second, 4% in the third, 3% in the fourth, 2% in the fifth and sixth years, and 1% in the seventh year; the CDSC for Class X shares is 6% in the first year, 5% in the second, 4% in the third and fourth years, 3% in the fifth, 2% in the sixth and seventh years, and 1% in the eighth year (in the case of Class X shares purchased prior to August 19, 1998, the CDSC is 6% in the first year, 5% in the second, 4% in the third, 3% in the fourth, 2% in the fifth and sixth year, and 1% in the seventh year). The rate decreases on the first day of the month following the anniversary date of your purchase, not on the anniversary date itself. The CDSC is 1% for Class C shares - which is applied to shares sold within 12 months of purchase. As previously noted, Class A shares are subject to a CDSC in certain cases of 1% that is applied to Class A shares sold within 12 months of purchase. (The CDSC is waived for purchases by certain retirement and/or benefit plans affiliated with Prudential). For Class A, Class B,

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Class C, Class M and Class X shares, the CDSC is calculated using the lesser of the original purchase price or the redemption proceeds. For purposes of determining how long you've held your shares, all purchases during the month are grouped together and considered to have been made on the last day of the month.

The holding period for purposes of determining the applicable CDSC will be calculated from the first day of the month after initial purchase, excluding any time shares were held in a money market fund.

Waiver of the CDSC - Class B, Class M and Class X Shares

The CDSC will be waived if the Class B, Class M or Class X shares are sold:

n  After a shareholder is deceased or disabled (or, in the case of a trust account, the death or disability of the grantor). This waiver applies to individual shareholders, as well as shares held in joint tenancy, provided the shares were purchased before the death or disability,

n  To provide for certain distributions - made without IRS penalty - from a tax-deferred retirement plan, IRA or Section 403(b) custodial account, and

n  On certain sales effected through a Systematic Withdrawal Plan.

For more information on the above and other waivers, see the SAI, "Purchase, Redemption and Pricing of Fund Shares - Waiver of Contingent Deferred Sales Charge - Class B, Class M and Class X Shares."

Waiver of the CDSC - Class C Shares

Benefit Plans. The CDSC will be waived for redemptions from Benefit Plans holding shares through a broker for which the broker provides administrative or recordkeeping services.

Redemption in Kind

If the sales of Fund shares you make during any 90-day period reach the lesser of $250,000 or 1% of the value of a Fund's net assets, we can then give you securities from the Fund's portfolio instead of cash. If you want to sell the securities for cash, you would have to pay the costs charged by a broker.

Small Accounts

If you make a sale that reduces your account value to less than $500, we may sell the rest of your shares (without charging any CDSC) and close your account. We would do this to minimize Fund expenses paid by other shareholders. We will give you

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60 days' notice, during which time you can purchase additional shares to avoid this action. This involuntary sale does not apply to shareholders who own their shares as part of a 401(k) plan, an IRA or some other qualified or tax-deferred plan or account.

90-Day Repurchase Privilege

After you redeem your shares, you have a 90-day period during which you may reinvest any of the redemption proceeds in shares of the same Fund and account without paying an initial sales charge. Also, if you paid a CDSC when you redeemed your shares, we will credit your account with the appropriate number of shares to reflect the amount of the CDSC you paid. In order to take advantage of this one-time privilege, you must notify the Transfer Agent or your broker at the time of the repurchase. See the SAI, "Purchase, Redemption and Pricing of Fund Shares - Sales of Shares."

Retirement Plans

To sell shares and receive a distribution from a retirement plan or account, call your broker or the Transfer Agent for a distribution request form. There are special distribution and income tax withholding requirements for distributions from retirement plans and accounts and you must submit a withholding form with your request to avoid delay. If your retirement plan or account is held for you by your employer or plan trustee, you must arrange for the distribution request to be signed and sent by the plan administrator or trustee. For additional information, see the SAI.

HOW TO EXCHANGE YOUR SHARES

You can exchange your shares of a Fund for shares of the same class in any other Strategic Partners or JennisonDryden mutual funds, as well as shares of Special Money Market Fund, Inc. (Special Money Fund) if you satisfy the minimum investment requirements. For example, you can exchange Class A shares of a Fund for Class A shares of another Strategic Partners or JennisonDryden mutual fund, but you can't exchange Class A shares for Class B, Class C, Class M, Class R, Class X or Class Z shares. Shares of a Fund also may be exchanged into the Special Money Fund. After an exchange, at redemption the CDSC will be calculated from the first day of the month after initial purchase, excluding any time shares were held in a money market fund. We may change the terms of the exchange privilege after giving you 60 days' notice.

If you hold shares through a broker, you must exchange shares through your broker. Otherwise contact:

Prudential Mutual Fund Services LLC
Attn: Exchange Processing
P.O. Box 8157
Philadelphia, PA 19176

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How to Buy, Sell and
Exchange Shares of the Funds

There is no sales charge for such exchanges. However, if you exchange - and then sell - Class B shares within approximately six years of your original purchase, Class C shares within 12 months of your original purchase, Class M shares within seven years of your original purchase or Class X shares within eight years of your original purchase (seven years in the case of Class X shares purchased prior to August 19, 1998), you must still pay the applicable CDSC. If you have exchanged Class B, Class C, Class M or Class X shares into a money market fund, the time you hold the shares in the money market account will not be counted for purposes of calculating the required holding period for CDSC liability.

Remember, as we explained in the section entitled "Fund Distributions and Tax Issues - If You Sell or Exchange Your Shares," exchanging shares is considered a sale for federal income tax purposes. Therefore, if the shares you exchange are worth more than the amount that you paid for them, you may have to pay capital gains tax. For additional information about exchanging shares, see the SAI, "Shareholder Investment Account - Exchange Privilege."

Frequent Purchases and Redemptions of Fund Shares

Each Fund seeks to prevent patterns of frequent purchases and redemptions of Fund shares by its shareholders. Frequent purchases and sales of shares of the Fund may adversely affect Fund performance and the interests of long-term investors. When a shareholder engages in frequent or short-term trading, the Fund may have to sell portfolio securities to have the cash necessary to redeem the shareholder's shares. This can happen when it is not advantageous to sell any securities, so the Fund's performance may be hurt. When large dollar amounts are involved, frequent trading can also make it difficult to use long-term investment strategies because the Fund cannot predict how much cash it will have available to invest. In addition, if a Fund is forced to liquidate investments due to short-term trading activity, it may incur increased brokerage and tax costs. Similarly, the Fund may bear increased administrati ve costs as a result of the asset level and investment volatility that accompanies patterns of short-term trading. Moreover, frequent or short-term trading by certain shareholders may cause dilution in the value of Fund shares held by other shareholders. Funds that invest in foreign securities may be particularly susceptible to frequent trading because time zone differences among international stock markets can allow a shareholder engaging in frequent trading to exploit fund share prices that may be based on closing prices of foreign securities established some time before the fund calculates its own share price. Funds that invest in certain fixed-income securities, such as high-yield bonds or certain asset-backed securities, may also constitute an effective vehicle for a shareholder's frequent trading strategy.

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The Board has adopted policies and procedures designed to discourage or prevent frequent trading activities by Fund shareholders. In an effort to prevent such practices, the Fund's Transfer Agent monitors trading activity on a daily basis. The Fund has implemented a trading policy that limits the number of times a shareholder may purchase Fund shares or exchange into the Fund and then sell those shares within a specified period of time (a "round-trip transaction") as established by the Fund's Chief Compliance Officer (CCO). The CCO is authorized to set and modify the parameters of the trading policy at any time as required to prevent the adverse impact of frequent trading on Fund shareholders. The CCO has defined frequent trading as one or more round-trip transactions in shares of the Fund within a 30-day period. A second round-trip within 60 days will begin a warning period that will remain in effect f or 90 days. If additional purchase activity is initiated during the warning period, the purchase activity will be cancelled. In addition, if two round-trips have already been completed within the past 90 days, a trading suspension will be placed on the account and will remain in effect for 90 days. Exceptions to the trading policy will not normally be granted. Transactions in the Prudential money market funds and the Dryden Ultra Short Bond Fund are excluded from this policy.

Each Fund reserves the right to reject or cancel, without prior notice, all additional purchases or exchanges into the Fund by a shareholder who has violated this policy. Moreover, the Fund may direct a broker-dealer or other intermediary to block a shareholder account from future trading in the Fund. The Transfer Agent will monitor trading activity over $25,000 per account on a daily basis for a rolling 30-day period. If a purchase into the Fund is rejected or cancelled for violations of the trading policy, the shareholder will receive a return of the purchase amount.

If a Fund is offered to qualified plans on an omnibus basis or if Fund shares may be purchased through other omnibus arrangements ("Intermediaries"), Intermediaries maintain the individual beneficial owner records and submit to the Fund only aggregate orders combining the transactions of many beneficial owners. The Fund itself generally cannot monitor trading by particular beneficial owners. Each Fund communicates to Intermediaries in writing that it expects the Intermediaries to handle orders consistently with the Fund's policies as set forth in the Fund's prospectus and SAI on transfers by beneficial owners. Intermediaries may impose different or stricter restrictions on transfers by beneficial owners. Consistent with the restrictions described above, investments in a Fund through retirement programs administered by Prudential Retirement will be similarly identified for frequent purchases and redempti ons and appropriately restricted.

The Transfer Agent also reviews the aggregate net flows in excess of one million dollars. In those cases, the trade detail is reviewed to determine if any of the activity relates to previously identified policy offenders. In cases of omnibus orders, the Intermediary may be contacted by the Transfer Agent to obtain additional information. The Transfer Agent has the authority to cancel all or a portion of the trade if the

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How to Buy, Sell and
Exchange Shares of the Funds

information reveals that the activity relates to previously identified policy offenders. In that case, the shareholder will receive a return of the purchase amount. Where appropriate, the Transfer Agent may request that the Intermediary block a financial adviser or client from accessing the Fund. If necessary, the Fund may be removed from a particular Intermediary's platform.

Shareholders seeking to engage in frequent trading activities may use a variety of strategies to avoid detection and, despite the efforts of the Fund to prevent such trading, there is no guarantee that the Fund, the Transfer Agent or Intermediaries will be able to identify these shareholders or curtail their trading practices. The Fund does not have any arrangements intended to permit trading of its shares in contravention of the policies described above.

Payments to Financial Services Firms

The Manager, Distributor or their affiliates have entered into revenue sharing or other similar arrangements with financial services firms, including affiliates of the Manager. These revenue sharing arrangements are intended to promote the sale of Fund shares or to compensate the financial services firms for marketing or marketing support activities in connection with the sale of Fund shares. Revenue sharing payments may be used by financial services firms in a variety of ways, including defraying costs incurred by the firms to educate their registered representatives about the Fund, as well as defraying costs incurred by the firms in providing or facilitating shareholder recordkeeping as well as the servicing or maintenance of shareholder accounts.

In exchange for revenue sharing payments, a Fund may receive placement on a financial service firm's preferred or recommended product list. Financial services firms and registered representatives participating in a revenue sharing program may receive greater compensation for selling shares of the Fund than for selling other mutual funds, and your individual registered representative may receive some or all of the revenue sharing amounts paid to the firm that employs him or her. Revenue sharing payments may provide an incentive for financial services firms and their registered representatives to recommend or sell shares of the Fund to you and in doing so may create conflicts of interest between the firms' financial interests and their duties to customers. In exchange for revenue sharing payments, each Fund also may receive preferred access to registered representatives of a financial services firm (for e xample, the ability to make presentations in branch offices or at conferences) or preferred access to customers of the financial services firm (for example, the ability to advertise to the firm's customers).

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Payments under revenue sharing arrangements are made out of the Manager's or Distributor's own resources and without additional direct cost to the Funds or their shareholders. Revenue sharing payments may be in addition to the sales charges (including Rule 12b-1 fees) or other amounts paid by the Fund, which are also used to compensate financial services firms and their registered representatives for the marketing and distribution of the Fund.

Revenue sharing payments are usually calculated based on a percentage of Fund sales and/or Fund assets attributable to a particular financial services firm. Revenue sharing payments may also be based on other criteria or factors, such as a percentage of a registered representative's charges applicable to the sale of Fund shares, a networking fee based on the number of accounts at the firm holding shares of the Fund, a periodic flat fee for set-up and maintenance of the Fund on the computer systems of a financial services firm, or a flat fee for marketing services, such as access to registered representatives. Specific payment formulas are negotiated based on a number of factors including, but not limited to, reputation in the industry, ability to attract and retain assets, target markets, customer relationships and scope and quality of services provided. The amount of revenue sharing also may vary based on the class of shares purchased.

No one factor is determinative of the type or amount of additional compensation to be provided. Please contact your financial services provider for details about any revenue sharing payments it may receive.

TELEPHONE REDEMPTIONS OR EXCHANGES

You may redeem or exchange your shares in any amount by calling the Trust at (800) 225-1852 before 4:00 p.m., New York time to receive a redemption or exchange amount based on that day's NAV. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day's NAV if your order to sell or exchange is received after the close of regular trading on the NYSE.

The Transfer Agent will record your telephone instructions and request specific account information before redeeming or exchanging shares. A Fund will not be liable if it follows instructions that it reasonably believes are made by the shareholder. If a Fund does not follow reasonable procedures, it may be liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, you may have difficulty in redeeming or exchanging your shares by telephone. If this occurs, you should consider redeeming or exchanging your shares by mail or through your broker.

The telephone redemption and exchange procedures may be modified or terminated at any time. If this occurs, you will receive a written notice from the Fund.

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How to Buy, Sell and
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EXPEDITED REDEMPTION PRIVILEGE

If you have selected the Expedited Redemption Privilege, you may have your redemption proceeds sent directly to your bank account. Expedited redemption requests may be made by telephone or letter, must be received by the relevant Fund prior to 4:00 p.m. New York time to receive a redemption amount based on that day's NAV and are subject to the terms and conditions regarding the redemption of shares. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day's NAV if your order to sell or exchange is received after the close of regular trading on the NYSE. For more information, see "Purchase, Redemption and Pricing of Fund Shares - Sales of Shares - Expedited Redemption Privilege" in the SAI. The Expedited Redemption Privilege may be modified or terminated at any time without notice.

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Financial Highlights

The financial highlights will help you evaluate each Fund's financial performance. The total return in each chart represents the rate that a shareholder earned (or lost) on an investment in that share class of that particular Fund, assuming reinvestment of all dividends and other distributions. The information is for each share class for the periods indicated.

A copy of each Fund's annual report, along with each Fund's audited financial statements and report of independent registered public accounting firm, is available, upon request at no charge, as described on the back cover of this prospectus.

For the fiscal year ended July 31, 2005, the financial highlights were part of the financial statements audited by KPMG LLP, independent registered public accounting firm, whose report was unqualified. The financial highlights for the periods presented through July 31, 2003 were audited by other independent auditors, whose reports on those financial highlights was unqualified.

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Financial Highlights

Conservative Allocation Fund: Class A Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005			2004			2003			2002*			2001
Net asset value, beginning of year	$	10.51		$	9.71		$	8.81		$	9.95		$	11.06
Income from investment operations:
Net investment income		.18			.17			.24			.26			.37
Net realized and unrealized gain (loss) on investments and foreign currencies		1.05			.82			.89			(1.15	)		(.30	)
Total from investment operations		1.23			.99			1.13			(.89	)		.07
Less distributions:
Dividends from net investment income		(.21	)		(.19	)		(.23	)		(.25	)		(.36	)
Distributions from net realized capital gains		(.17	)		-			-			-			(.82	)
Total dividends and distributions		(.38	)		(.19	)		(.23	)		(.25	)		(1.18	)
Net asset value, end of year	$	11.36		$	10.51		$	9.71		$	8.81		$	9.95
Total return(a)		11.85	%		10.18	%		13.08	%		(9.10	)%		1.00	%
Ratios/Supplemental Data	2005			2004			2003			2002*			2001
Net assets, end of year (000)	$	46,743		$	36,307		$	27,364		$	20,234		$	16,760
Average net assets (000)	$	42,639		$	32,710		$	22,847		$	18,414		$	15,985
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees(b)		1.44	%		1.42	%		1.51	%		1.62	%		1.72	%
Expenses, excluding distribution and service (12b-1) fees		1.19	%		1.17	%		1.26	%		1.37	%		1.47	%
Net investment income		1.65	%		1.67	%		2.66	%		2.71	%		3.61	%
For Class A, B, C, M, R, X and Z shares:
Portfolio turnover rate		379	%		160	%		269	%		338	%		334	%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year and includes reinvestment of dividends and distributions.

*  Effective August 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investor Companies and began amortizing premium and accreting market discount on debt securities. The effect of this change for the year ended July 31, 2002 was to decrease net investment income and increase net realized and unrealized gain (loss) per share by less than $.005 and decrease the ratio of net investment income from 2.72% to 2.71%. Per share amounts and ratios for the years ended prior to July 31, 2002 have not been restated to reflect this change in presentation.

(b)  The distributor of the Fund contractually agreed to limit its distribution and service (12b-1) fees to .25 of 1% of the average net assets of Class A shares.

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Conservative Allocation Fund: Class B Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005			2004			2003			2002*			2001
Net asset value, beginning of year	$	10.49		$	9.69		$	8.79		$	9.93		$	11.05
Income from investment operations:
Net investment income		.10			.10			.18			.19			.29
Net realized and unrealized gain (loss) on investments and foreign currencies		1.05			.81			.88			(1.15	)		(.29	)
Total from investment operations		1.15			.91			1.06			(.96	)		-
Less distributions:
Dividends from net investment income		(.13	)		(.11	)		(.16	)		(.18	)		(.30	)
Distributions from net realized capital gains		(.17	)		-			-			-			(.82	)
Total dividends and distributions		(.30	)		(.11	)		(.16	)		(.18	)		(1.12	)
Net asset value, end of year	$	11.34		$	10.49		$	9.69		$	8.79		$	9.93
Total return(a)		11.02	%		9.40	%		12.27	%		(9.81	)%		.34	%
Ratios/Supplemental Data	2005			2004			2003			2002*			2001
Net assets, end of year (000)	$	116,378		$	110,140		$	90,029		$	68,841		$	62,177
Average net assets (000)	$	114,342		$	104,309		$	78,562		$	67,736		$	52,433
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.19	%		2.17	%		2.26	%		2.37	%		2.47	%
Expenses, excluding distribution and service (12b-1) fees		1.19	%		1.17	%		1.26	%		1.37	%		1.47	%
Net investment income		.89	%		.93	%		1.93	%		1.97	%		2.84	%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year and includes reinvestment of dividends and distributions.

*  Effective August 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investor Companies and began amortizing premium and accreting market discount on debt securities. The effect of this change for the year ended July 31, 2002 was to decrease net investment income and increase net realized and unrealized gain (loss) per share by less than $.005 and no effect on the ratio of net investment income. Per share amounts and ratios for the years ended prior to July 31, 2002 have not been restated to reflect this change in presentation.

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Financial Highlights

Conservative Allocation Fund: Class C Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005			2004			2003			2002*			2001
Net asset value, beginning of year	$	10.49		$	9.69		$	8.79		$	9.93		$	11.05
Income from investment operations:
Net investment income		.10			.10			.17			.19			.29
Net realized and unrealized gain (loss) on investments and foreign currencies		1.05			.81			.89			(1.15	)		(.29	)
Total from investment operations		1.15			.91			1.06			(.96	)		-
Less distributions:
Dividends from net investment income		(.13	)		(.11	)		(.16	)		(.18	)		(.30	)
Distributions from net realized capital gains		(.17	)		-			-			-			(.82	)
Total dividends and distributions		(.30	)		(.11	)		(.16	)		(.18	)		(1.12	)
Net asset value, end of year	$	11.34		$	10.49		$	9.69		$	8.79		$	9.93
Total return(a)		11.02	%		9.40	%		12.27	%		(9.81	)%		.34	%
Ratios/Supplemental Data	2005			2004			2003			2002*			2001
Net assets, end of year (000)	$	43,787		$	43,375		$	37,429		$	25,419		$	14,626
Average net assets (000)	$	43,819		$	41,938		$	31,449		$	18,350		$	12,763
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.19	%		2.17	%		2.26	%		2.37	%		2.47	%
Expenses, excluding distribution and service (12b-1) fees		1.19	%		1.17	%		1.26	%		1.37	%		1.47	%
Net investment income		.89	%		.94	%		1.91	%		1.97	%		2.84	%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year and includes reinvestment of dividends and distributions.

*  Effective August 1, 2001, the Fund had adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and accreting market discount on debt securities. The effect of this change for the year ended July 31, 2002 was to decrease net investment income and increase net realized and unrealized gain (loss) per share by less than $.005 and no effect on the ratio of net investment income. Per share amounts and ratios for the years ended prior to July 31, 2002 have not been restated to reflect this change in presentation.

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Conservative Allocation Fund: Class M Shares

Per Share Operating Performance:	October 4, 2004(a) Through July 31, 2005
Net asset value, beginning of period	$	10.81
Income from investment operations
Net investment income		.14
Net realized and unrealized gain on investment transactions		.69
Total from investment operations		.83
Less distributions
Dividends from net investment income		(.13	)
Distributions from net realized gains on investments		(.17	)
Total dividends and distributions		(.30	)
Net asset value, end of period	$	11.34
Total return(b)		7.80	%

Ratios/Supplemental Data:

Net assets, end of period (000)	$	1,900
Average net assets (000)	$	1,115
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.19	%(c)
Expenses, excluding distribution and service (12b-1) fees		1.19	%(c)
Net investment income		1.25	%(c)

(a)  Commencement of offering of new share class.

(b)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.

(c)  Annualized.

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Financial Highlights

Conservative Allocation Fund: Class R Shares

Per Share Operating Performance:	October 4, 2004(a) Through July 31, 2005
Net asset value, beginning of period	$	10.84
Income from investment operations
Net investment income		.16
Net realized and unrealized gain on investment transactions		.72
Total from investment operations		.88
Less distributions
Dividends from net investment income		(.18	)
Distributions from net realized gains on investments		(.17	)
Total dividends and distributions		(.35	)
Net asset value, end of period	$	11.37
Total return(b)		8.25	%

Ratios/Supplemental Data:

Net assets, end of period (000)	$	3
Average net assets (000)	$	3
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees(d)		1.69	%(c)
Expenses, excluding distribution and service (12b-1) fees		1.19	%(c)
Net investment income		1.77	%(c)

(a)  Commencement of offering of new share class.

(b)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.

(c)  Annualized.

(d)  The distributor of the Fund has contractually agreed to limit its distribution and service (12b-1) fees to .50% of 1% on the average daily net assets of the Class R shares.

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Conservative Allocation Fund: Class X Shares

Per Share Operating Performance:	October 4, 2004(a) Through July 31, 2005
Net asset value, beginning of period	$	10.81
Income from investment operations
Net investment income		.15
Net realized and unrealized gain on investment transactions		.67
Total from investment operations		.82
Less distributions
Dividends from net investment income		(.13	)
Distributions from net realized gains on investments		(.17	)
Total dividends and distributions		(.30	)
Net asset value, end of period	$	11.33
Total return(b)		7.71	%

Ratios/Supplemental Data:

Net assets, end of period (000)	$	1,688
Average net assets (000)	$	853
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.19	%(c)
Expenses, excluding distribution and service (12b-1) fees		1.19	%(c)
Net investment income		1.31	%(c)

(a)  Commencement of offering of new share class.

(b)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.

(c)  Annualized.

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Financial Highlights

Conservative Allocation Fund: Class Z Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005			2004			2003			2002*			2001
Net asset value, beginning of year	$	10.52		$	9.72		$	8.81		$	9.95		$	11.05
Income from investment operations:
Net investment income		.38			.20			.26			.28			.38
Net realized and unrealized gain (loss) on investments and foreign currencies		.88			.81			.90			(1.14	)		(.28	)
Total from investment operations		1.26			1.01			1.16			(.86	)		.10
Less distributions:
Dividends from net investment income		(.24	)		(.21	)		(.25	)		(.28	)		(.38	)
Distributions from net realized capital gains		(.17	)		-			-			-			(.82	)
Total dividends and distributions		(.41	)		(.21	)		(.25	)		(.28	)		(1.20	)
Net asset value, end of year	$	11.37		$	10.52		$	9.72		$	8.81		$	9.95
Total return(a)		12.10	%		10.44	%		13.45	%		(8.87	)%		1.30	%
Ratios/Supplemental Data	2005			2004			2003			2002*			2001
Net assets, end of year (000)	$	4,611		$	5,267		$	3,714		$	2,250		$	1,432
Average net assets (000)	$	4,731		$	4,712		$	3,139		$	1,773		$	949
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		1.19	%		1.17	%		1.26	%		1.37	%		1.47	%
Expenses, excluding distribution and service (12b-1) fees		1.19	%		1.17	%		1.26	%		1.37	%		1.47	%
Net investment income		2.02	%		1.93	%		2.90	%		2.96	%		3.78	%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year and includes reinvestment of dividends and distributions.

*  Effective August 1, 2001, the Fund had adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and accreting market discount on debt securities. The effect of this change for the year ended July 31, 2002 was to decrease net investment income and increase net realized and unrealized gains per share by $.005 and no effect on the ratio of net investment income. Per share amounts and ratios for the years ended prior to July 31, 2002 have not been restated to reflect this change in presentation.

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Moderate Allocation Fund: Class A Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005(b)			2004			2003(b)			2002(b)			2001(b)
Net asset value, beginning of year	$	10.96		$	9.89		$	8.86		$	10.70		$	12.03
Income from investment operations:
Net investment income		.14			.12			.15			.19			.24
Net realized and unrealized gain (loss) on investment transactions		1.61			1.09			1.02			(1.76	)		(.83	)
Total from investment operations		1.75			1.21			1.17			(1.57	)		(.59	)
Less dividends and distributions:
Dividends from net investment income		(.15	)		(.14	)		(.14	)		(.27	)		(.14	)
Distributions from net realized capital gains		-			-			-			-			(.60	)
Total dividends and distributions		(.15	)		(.14	)		(.14	)		(.27	)		(.74	)
Net asset value, end of year	$	12.56		$	10.96		$	9.89		$	8.86		$	10.70
Total return(a)		16.01	%		12.27	%		13.29	%		(14.92	)%		(4.89	)%
Ratios/Supplemental Data	2005			2004			2003			2002			2001
Net assets, end of year (000)	$	103,989		$	79,172		$	58,862		$	50,559		$	58,517
Average net assets (000)	$	91,030		$	72,043		$	51,006		$	57,234		$	56,627
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees(c)		1.32	%		1.35	%		1.49	%		1.48	%		1.54	%
Expenses, excluding distribution and service (12b-1) fees		1.07	%		1.10	%		1.24	%		1.23	%		1.29	%
Net investment income		1.17	%		1.15	%		1.66	%		1.68	%		2.18	%
For Class A, B, C, M, R, X and Z shares:
Portfolio turnover rate		285	%		100	%		158	%		217	%		246	%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year and includes reinvestment of dividends and distributions.

(b)  Calculated based on weighted average shares outstanding during the year.

(c)  The distributor of the Fund contractually agreed to limit its distribution and service (12b-1) fees to .25 of 1% of the average net assets of Class A shares.

Strategic Partners Asset Allocation Funds 85

Financial Highlights

Moderate Allocation Fund: Class B Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005(b)			2004			2003(b)			2002(b)			2001(b)
Net asset value, beginning of year	$	10.92		$	9.86		$	8.83		$	10.63		$	12.01
Income from investment operations:
Net investment income		.05			.04			.08			.11			.16
Net realized and unrealized gain (loss) on investment transactions		1.61			1.08			1.03			(1.75	)		(.84	)
Total from investment operations		1.66			1.12			1.11			(1.64	)		(.68	)
Less dividends and distributions:
Dividends from net investment income		(.06	)		(.06	)		(.08	)		(.16	)		(.10	)
Distributions from net realized capital gains		-			-			-			-			(.60	)
Total dividends and distributions		(.06	)		(.06	)		(.08	)		(.16	)		(.70	)
Net asset value, end of year	$	12.52		$	10.92		$	9.86		$	8.83		$	10.63
Total return(a)		15.24	%		11.37	%		12.58	%		(15.56	)%		(5.72	)%
Ratios/Supplemental Data	2005			2004			2003			2002			2001
Net assets, end of year (000)	$	193,795		$	170,863		$	129,759		$	107,775		$	117,664
Average net assets (000)	$	184,197		$	157,550		$	113,902		$	116,960		$	109,534
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.07	%		2.10	%		2.24	%		2.23	%		2.29	%
Expenses, excluding distribution and service (12b-1) fees		1.07	%		1.10	%		1.24	%		1.23	%		1.29	%
Net investment income		.41	%		.41	%		.91	%		.93	%		1.43	%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year and includes reinvestment of dividends and distributions.

(b)  Calculated based on weighted average shares outstanding during the year.

86 Visit our website at www.strategicpartners.com

Moderate Allocation Fund: Class C Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005(b)			2004			2003(b)			2002(b)			2001(b)
Net asset value, beginning of year	$	10.92		$	9.86		$	8.83		$	10.63		$	12.01
Income from investment operations:
Net investment income		.05			.04			.08			.11			.16
Net realized and unrealized gain (loss) on investment transactions		1.61			1.08			1.03			(1.75	)		(.84	)
Total from investment operations		1.66			1.12			1.11			(1.64	)		(.68	)
Less dividends and distributions:
Dividends from net investment income		(.06	)		(.06	)		(.08	)		(.16	)		(.10	)
Distributions from net realized capital gains		-			-			-			-			(.60	)
Total dividends and distributions		(.06	)		(.06	)		(.08	)		(.16	)		(.70	)
Net asset value, end of year	$	12.52		$	10.92		$	9.86		$	8.83		$	10.63
Total return(a)		15.24	%		11.37	%		12.58	%		(15.56	)%		(5.72	)%
Ratios/Supplemental Data	2005			2004			2003			2002			2001
Net assets, end of year (000)	$	116,893		$	100,712		$	77,008		$	47,165		$	34,021
Average net assets (000)	$	108,434		$	94,252		$	59,626		$	40,465		$	30,623
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.07	%		2.10	%		2.24	%		2.23	%		2.29	%
Expenses, excluding distribution and service (12b-1) fees		1.07	%		1.10	%		1.24	%		1.23	%		1.29	%
Net investment income		.41	%		.41	%		.89	%		.95	%		1.43	%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year and includes reinvestment of dividends and distributions.

(b)  Calculated based on weighted average shares outstanding during the year.

Strategic Partners Asset Allocation Funds 87

Financial Highlights

Moderate Allocation Fund: Class M Shares

Per Share Operating Performance	October 4, 2004(a) Through July 31, 2005
Net asset value, beginning of period	$	11.34
Income from investment operations:
Net investment income		.09
Net realized and unrealized gain on investment transactions		1.15
Total from investment operations		1.24
Less dividends and distributions
Dividends from net investment income		(.09	)
Distributions from net realized gains on investments		-
Total dividends and distributions		(.09	)
Net asset value, end of period	$	12.49
Total return(b)		10.96	%

Ratios/Supplemental Data

Net assets, end of period (000)	$	4,233
Average net assets (000)	$	2,203
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.07	%(c)
Expenses, excluding distribution and service (12b-1) fees		1.07	%(c)
Net investment income		0.54	%(c)

(a)  Commencement of offering of new share class.

(b)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.

(c)  Annualized.

88 Visit our website at www.strategicpartners.com

Moderate Allocation Fund: Class R Shares

Per Share Operating Performance	October 4, 2004(a) Through July 31, 2005
Net asset value, beginning of period	$	11.40
Income from investment operations:
Net investment income		.10
Net realized and unrealized gain on investment transactions		1.19
Total from investment operations		1.29
Less dividends and distributions:
Dividends from net investment income		(.13	)
Distributions from net realized gains on investments		-
Total dividends and distributions		(.13	)
Net asset value, end of period	$	12.56
Total return(b)		11.39	%

Ratios/Supplemental Data

Net assets, end of period (000)	$	3
Average net assets (000)	$	3
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees(d)		1.57	%(c)
Expenses, excluding distribution and service (12b-1) fees		1.07	%(c)
Net investment income		1.02	%(c)

(a)  Commencement of offering of new share class.

(b)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.

(c)  Annualized.

(d)  The distributor of the Fund has contractually agreed to reduce its distribution and service (12b-1) fees for Class R to .50% of 1% of the average daily net assets of Class R shares.

Strategic Partners Asset Allocation Funds 89

Financial Highlights

Moderate Allocation Fund: Class X Shares

Per Share Operating Performance	October 4, 2004(a) Through July 31, 2005
Net asset value, beginning of period	$	11.34
Income from investment operations:
Net investment income		.09
Net realized and unrealized gain on investment transactions		1.18
Total from investment operations		1.27
Less dividends and distributions:
Dividends from net investment income		(.09	)
Distributions from net realized gains on investments		-
Total dividends and distributions		(.09	)
Net asset value, end of period	$	12.52
Total return(b)		11.23	%

Ratios/Supplemental Data:

Net assets, end of period (000)	$	2,284
Average net assets (000)	$	1,105
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.07	%(c)
Expenses, excluding distribution and service (12b-1) fees		1.07	%(c)
Net investment income		0.59	%(c)

(a)  Commencement of offering of new share class.

(b)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.

(c)  Annualized.

90 Visit our website at www.strategicpartners.com

Moderate Allocation Fund: Class Z Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005(b)			2004			2003(b)			2002(b)			2001(b)
Net asset value, beginning of year	$	10.97		$	9.90		$	8.87		$	10.72		$	12.05
Income from investment operations:
Net investment income		.17			.15			.16			.22			.25
Net realized and unrealized gain (loss) on investments and foreign currencies		1.62			1.09			1.03			(1.77	)		(.82	)
Total from investment operations		1.79			1.24			1.19			(1.55	)		(.57	)
Less dividends and distributions:
Dividends from net investment income		(.18	)		(.17	)		(.16	)		(.30	)		(.16	)
Distributions from net realized capital gains		-			-			-			-			(.60	)
Total dividends and distributions		(.18	)		(.17	)		(.16	)		(.30	)		(.76	)
Net asset value, end of year	$	12.58		$	10.97		$	9.90		$	8.87		$	10.72
Total return(a)		16.36	%		12.53	%		13.54	%		(14.70	)%		(4.75	)%
Ratios/Supplemental Data	2005			2004			2003			2002			2001
Net assets, end of year (000)	$	9,329		$	7,678		$	8,679		$	2,749		$	4,272
Average net assets (000)	$	8,425		$	9,098		$	4,090		$	4,262		$	2,685
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		1.07	%		1.10	%		1.24	%		1.23	%		1.29	%
Expenses, excluding distribution and service (12b-1) fees		1.07	%		1.10	%		1.24	%		1.23	%		1.29	%
Net investment income		1.41	%		1.41	%		1.86	%		1.93	%		2.39	%

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

(b)  Calculated based on weighted average shares outstanding during the year.

Strategic Partners Asset Allocation Funds 91

Financial Highlights

Growth Allocation Fund: Class A Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005(b)			2004(b)			2003(b)			2002			2001(b)
Net asset value, beginning of year	$	10.96		$	9.53		$	8.38		$	10.70		$	12.95
Income (loss) from investment operations:
Net investment income (loss)		.02			(.03	)		(.03	)		(.03	)		-	(c)
Net realized and unrealized gain (loss) on investment transactions		2.38			1.46			1.18			(2.27	)		(1.27	)
Total from investment operations		2.40			1.43			1.15			(2.30	)		(1.27	)
Less distributions:
Distributions from net realized capital gains					-			-			(.02	)		(.98	)
Net asset value, end of year	$	13.36		$	10.96		$	9.53		$	8.38		$	10.70
Total return(a)		21.90	%		15.01	%		13.72	%		(21.49	)%		(10.09	)%
Ratios/Supplemental Data	2005(b)			2004(b)			2003(b)			2002			2001(b)
Net assets, end of year (000)	$	62,948		$	45,622		$	35,897		$	30,337		$	39,528
Average net assets (000)	$	52,589		$	43,525		$	31,290		$	36,151		$	39,128
Ratios to average net assets:
Expenses, including distribution fees and service (12b-1) fees(d)		1.38	%		1.43	%		1.71	%		1.57	%		1.64	%
Expenses, excluding distribution fees and service (12b-1) fees		1.13	%		1.18	%		1.46	%		1.32	%		1.39	%
Net investment income (loss)		.20	%		(.25	)%		(.31	)%		(.35	)%		.02	%
For Class A, B, C, M, R, X and Z shares:
Portfolio turnover rate		200	%		79	%		89	%		98	%		83	%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.

(b)  Calculations are based on average shares outstanding during the year.

(c)  Less than $.005 per share.

(d)  The distributor of the Fund contractually agreed to limit its distribution and services (12b-1) fees to .25 of 1% of the average net assets of the Class A shares.

92 Visit our website at www.strategicpartners.com

Growth Allocation Fund: Class B Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005(b)			2004(b)			2003(b)			2002			2001(b)
Net asset value, beginning of year	$	10.56		$	9.25		$	8.20		$	10.55		$	12.86
Income (loss) from investment operations:
Net investment loss		(.06	)		(.11	)		(.09	)		(.11	)		(.08	)
Net realized and unrealized gain (loss) on investment transactions		2.28			1.42			1.14			(2.22	)		(1.25	)
Total from investment operations		2.22			1.31			1.05			(2.33	)		(1.33	)
Less distributions:
Distributions from net realized capital gains					-			-			(.02	)		(.98	)
Net asset value, end of year	$	12.78		$	10.56		$	9.25		$	8.20		$	10.55
Total return(a)		21.02	%		14.16	%		12.80	%		(22.08	)%		(10.66	)%
Ratios/Supplemental Data	2005(b)			2004(b)			2003(b)			2002			2001(b)
Net assets, end of year (000)	$	112,312		$	94,066		$	76,430		$	70,043		$	86,941
Average net assets (000)	$	103,140		$	90,535		$	67,723		$	82,953		$	84,949
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.13	%		2.18	%		2.46	%		2.32	%		2.39	%
Expenses, excluding distribution and service (12b-1) fees		1.13	%		1.18	%		1.46	%		1.32	%		1.39	%
Net investment loss		(.55	)%		(1.00	)%		(1.07	)%		(1.09	)%		(.72	)%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.

(b)  Calculations are based on average shares outstanding during the year.

Strategic Partners Asset Allocation Funds 93

Financial Highlights

Growth Allocation Fund: Class C Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005(b)			2004(b)			2003(b)			2002			2001(b)
Net asset value, beginning of year	$	10.56		$	9.25		$	8.20		$	10.55		$	12.86
Income (loss) from investment operations:
Net investment loss		(.06	)		(.11	)		(.09	)		(.09	)		(.08	)
Net realized and unrealized gain (loss) on investment transactions		2.28			1.42			1.14			(2.24	)		(1.25	)
Total from investment operations		2.22			1.31			1.05			(2.33	)		(1.33	)
Less distributions:
Distributions from net realized capital gains					-			-			(.02	)		(.98	)
Net asset value, end of year	$	12.78		$	10.56		$	9.25		$	8.20		$	10.55
Total return(a)		21.02	%		14.16	%		12.80	%		(22.08	)%		(10.66	)%
Ratios/Supplemental Data	2005(b)			2004(b)			2003(b)			2002			2001(b)
Net assets, end of year (000)	$	76,811		$	61,606		$	47,616		$	37,468		$	36,507
Average net assets (000)	$	68,555		$	58,465		$	39,926		$	38,874		$	35,387
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.13	%		2.18	%		2.46	%		2.32	%		2.39	%
Expenses, excluding distribution and service (12b-1) fees		1.13	%		1.18	%		1.46	%		1.32	%		1.39	%
Net investment loss		(.55	)%		(1.00	)%		(1.06	)%		(1.09	)%		(.73	)%

(a)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.

(b)  Calculations are based on average shares outstanding during the year.

94 Visit our website at www.strategicpartners.com

Growth Allocation Fund: Class M Shares

Per Share Operating Performance:	October 4, 2004(a) Through July 31, 2005(d)
Net asset value, beginning of period	$	11.07
Income (loss) from investment operations
Net investment loss		(.05	)
Net realized and unrealized gain on investment transactions		1.76
Total from investment operations		1.71
Less distributions
Distributions from net realized gains on investments		-
Net asset value, end of period	$	12.78
Total return(b)		15.45	%

Ratios/Supplemental Data:

Net assets, end of period (000)	$	2,990
Average net assets (000)	$	1,542
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.13	%(c)
Expenses, excluding distribution and service (12b-1) fees		1.13	%(c)
Net investment loss		(.51	)%(c)

(a)  Commencement of investment operations.

(b)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.

(c)  Annualized.

(d)  Calculations are based on average shares outstanding during the period.

Strategic Partners Asset Allocation Funds 95

Financial Highlights

Growth Allocation Fund: Class R Shares

Per Share Operating Performance:	October 4, 2004(a) Through July 31, 2005(d)
Net asset value, beginning of period	$	11.51
Income from investment operations
Net investment income		-	(e)
Net realized and unrealized gain on investment transactions		1.83
Total from investment operations		1.83
Less distributions
Distributions from net realized gains on investments		-
Net asset value, end of period	$	13.34
Total return(b)		15.90	%

Ratios/Supplemental Data:

Net assets, end of period	$	2,898
Average net assets	$	2,687
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees(f)		1.63	%(c)
Expenses, excluding distribution and service (12b-1) fees		1.13	%(c)
Net investment income		-	%(c)(g)

(a)  Commencement of investment operations.

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

(c)  Annualized.

(d)  Calculations are based on average shares outstanding during the period.

(e)  Less than $.005 per share.

(f)  The distributor of the Fund has contractually agreed to reduce its distribution and service (12b-1) fees for Class R to .50% of 1% of the average daily net assets of Class R shares.

(g)  Less than 0.005%.

96 Visit our website at www.strategicpartners.com

Growth Allocation Fund: Class X Shares

Per Share Operating Performance:	October 4, 2004(a) Through July 31, 2005(d)
Net asset value, beginning of period	$	11.07
Income (loss) from investment operations
Net investment loss		(.05	)
Net realized and unrealized gain on investment transactions		1.77
Total from investment operations		1.72
Less distributions
Distributions from net realized gains on investments		-
Net asset value, end of period	$	12.79
Total return(b)		15.54	%

Ratios/Supplemental Data:

Net assets, end of period (000)	$	1,158
Average net assets (000)	$	608
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		2.13	%(c)
Expenses, excluding distribution and service (12b-1) fees		1.13	%(c)
Net investment loss		(.52	)%(c)

(a)  Commencement of investment operations.

(b)  Total return does not consider the effect of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.

(c)  Annualized.

(d)  Calculations are based on average shares outstanding during the period.

Strategic Partners Asset Allocation Funds 97

Financial Highlights

Growth Allocation Fund: Class Z Shares

(fiscal years ended 7-31)

Per Share Operating Performance	2005(b)			2004(b)			2003(b)			2002			2001(b)
Net asset value, beginning of year	$	11.11		$	9.64		$	8.45		$	10.77		$	12.98
Income (loss) from investment operations:
Net investment income (loss)		.05			-	(c)		-	(c)		(.01	)		.03
Net realized and unrealized gain (loss) on investment transactions		2.42			1.47			1.19			(2.29	)		(1.26	)
Total from investment operations		2.47			1.47			1.19			(2.30	)		(1.23	)
Less distributions:
Distributions from net realized capital gains					-			-			(.02	)		(.98	)
Net asset value, end of year	$	13.58		$	11.11		$	9.64		$	8.45		$	10.77
Total return(a)		22.23	%		15.25	%		14.08	%		(21.35	)%		(9.74	)%
Ratios/Supplemental Data	2005(b)			2004(b)			2003(b)			2002			2001(b)
Net assets, end of year (000)	$	7,179		$	5,297		$	2,589		$	1,897		$	3,413
Average net assets (000)	$	5,709		$	3,837		$	2,767		$	2,778		$	2,270
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		1.13	%		1.18	%		1.46	%		1.32	%		1.39	%
Expenses, excluding distribution and service (12b-1) fees		1.13	%		1.18	%		1.46	%		1.32	%		1.39	%
Net investment income (loss)		.45	%		-	%(d)		(.02	)%		(.10	)%		.23	%

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

(b)  Calculations are based on average shares outstanding during the year.

(c)  Less than $.005 per share.

(d)  Less than .005%.

98 Visit our website at www.strategicpartners.com

Notes

Strategic Partners Asset Allocation Funds 99

Notes

100 Visit our website at www.strategicpartners.com

Notes

Strategic Partners Asset Allocation Funds 101

FOR MORE INFORMATION

Please read this prospectus before you invest in the Funds and keep it for future reference. For information or shareholder questions contact:

n  MAIL

Prudential Mutual
Fund Services LLC
P.O. Box 8098
Philadelphia, PA 19176

n  TELEPHONE

(800) 225-1852
(973) 367-3529 
(from outside the U.S.)

n  WEBSITE

www.strategicpartners.com

E-DELIVERY

To receive your mutual fund documents on-line, go to www.icsdelivery.com/prudential/funds and enroll. Instead of receiving printed documents by mail, you will receive notification via e-mail when new materials are available. You can cancel your enrollment or change your e-mail address at any time by clicking on the change/cancel enrollment option at the icsdelivery website address.

n  OUTSIDE BROKERS SHOULD CONTACT:

Prudential Investment
Management Services LLC
P.O. Box 8310
Philadelphia, PA 19176

n  TELEPHONE

(800) 778-8769

You can also obtain copies of Fund documents from the SEC as follows:

n  MAIL

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

n  ELECTRONIC REQUEST

publicinfo@sec.gov
Note: The SEC charges a fee to copy
documents

n  IN PERSON

Public Reference Room in Washington, DC
For hours of operation and location, call (202) 942-8090

n  VIA THE INTERNET

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

Additional information about each Fund's investments is included in the Annual and Semiannual Reports. These reports and the SAI contain additional information. Shareholders may obtain free copies of the SAI, Annual Report and Semiannual Report as well as other information about the Funds and may make other shareholder inquiries through the telephone number, address and website listed above.

n  STATEMENT OF ADDITIONAL INFORMATION (SAI)

(incorporated by reference into this prospectus)

n  ANNUAL REPORT

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

n  SEMIANNUAL REPORT

Conservative Allocation Fund (formerly Conservative Growth Fund)

Class

A

B

C

M

R

X

Z

Nasdaq

PCGAX

PBCFX

PCCFX

N/A

N/A

N/A

PDCZF

CUSIP

86276

X103

86276

X202

86276

X301

86276

X848

86276

X822

86276

X830

86276

X400

Moderate Allocation Fund (formerly Moderate Growth Fund)

Class

A

B

C

M

R

X

Z

Nasdaq

PAMGX

DMGBX

PIMGX

N/A

N/A

N/A

PDMZX

CUSIP

86276

X889

86276

X871

86276

X863

86276

X814

86276

X780

86276

X798

86276

X855

Growth Allocation Fund (formerly High Growth Fund)

Class

A

B

C

M

R

X

Z

Nasdaq

PHGAX

PIHGX

PHGCX

N/A

N/A

N/A

PDHZX

CUSIP

86276

X509

86276

X608

86276

X707

86276

X772

86276

X756

86276

X764

86276

X806

MFSP504A  Investment Company Act File No. 811-08915

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

Statement of Additional Information
September 30, 2005

Strategic Partners Asset Allocation Funds (the Trust) is an open-end, management investment company currently composed of three separate investment portfolios (the Funds) professionally managed by Prudential Investments LLC (PI or the Manager). Each Fund benefits from discretionary advisory services provided by several highly regarded subadvisers (each, an Adviser, collectively, the Advisers) identified, retained, supervised and compensated by the Manager. The Trust consists of the following three Funds:

•  Strategic Partners Conservative Allocation Fund (the Conservative Allocation Fund)
(formerly, Strategic Partners Conservative Growth Fund)

•  Strategic Partners Moderate Allocation Fund (the Moderate Allocation Fund)
(formerly, Strategic Partners Moderate Growth Fund)

•  Strategic Partners Growth Allocation Fund (the Growth Allocation Fund)
(formerly, Strategic Partners High Growth Fund)

The Trust's address is Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, and its telephone number is (800) 225-1852.

This Statement of Additional Information (SAI) is not a prospectus and should be read in conjunction with the Trust's Prospectus dated September 30, 2005, a copy of which may be obtained at no charge from the Trust upon request at the address or telephone number noted above. The Trust's audited financial statements for the fiscal year ended July 31, 2005 are incorporated in this SAI by reference to the Trust's 2005 annual reports to shareholders (File No. 811-08915). You may obtain a copy of the Trust's annual reports at no charge by request to the Trust at the address or telephone number noted above.

TABLE OF CONTENTS

	Page
History of the Trust	B-2
Description of the Funds, Their Investments and Risks.	B-2
Investment Restrictions	B-31
Management of the Trust	B-32
Control Persons and Principal Holders of Securities	B-38
Investment Advisory and Other Services	B-41
Brokerage Allocation and Other Practices	B-64
Disclosure of Portfolio Holdings	B-66
Capital Shares, Other Securities and Organization	B-68
Purchase, Redemption and Pricing of Fund Shares	B-68
Shareholder Investment Account	B-75
Net Asset Value	B-79
Taxes, Dividends and Distributions	B-80
Financial Statements	B-83
Appendix I-Description of Security Ratings	I-1
Appendix II-General Investment Information	II-1
Appendix III-Summary Description of Proxy Voting Policies and Recordkeeping Procedures	III-1

MFSP504B

HISTORY OF THE TRUST

The Trust was organized as a Delaware statutory trust on July 29, 1998 under the name "Prudential Diversified Funds." On September 4, 2001, the Trust amended its Certificate of Trust, changing its name to "Strategic Partners Asset Allocation Funds."

DESCRIPTION OF THE FUNDS, THEIR INVESTMENTS AND RISKS

Classification

The Trust is an open-end management investment company. Each of the Funds is classified as a diversified fund.

Investment Strategies, Policies and Risks.

The Funds' prospectus sets forth each Fund's investment objective. This section provides additional information on the principal investment policies and strategies of the Funds, as well as information on certain non-principal investment policies and strategies. The Funds may not be successful in achieving their respective objectives and you could lose money.

U.S. Government Securities

Each Fund may invest in U.S. government securities.

U.S. Treasury Securities. U.S. Treasury securities include bills, notes, bonds and other debt securities issued by the U.S. Treasury. These instruments are direct obligations of the U.S. government and, as such, are backed by the "full faith and credit" of the United States. They differ primarily in their interest rates, the lengths of their maturities and the dates of their issuances.

Obligations Issued or Guaranteed by U.S. Government Agencies and Instrumentalities. Securities issued or guaranteed by agencies or instrumentalities of the U.S. government include, but are not limited to, GNMA, FNMA and FHLMC securities. Obligations of the Government National Mortgage Association, the Federal Housing Administration, Farmers Home Administration and the Export-Import Bank are backed by the full faith and credit of the United States. In the case of securities not backed by the full faith and credit of the United States, the Trust must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitments. Such securities include obligations issued by the Student Loan Marketing Association (SLMA), FNMA and FHLMC, each of which may borrow from the U.S. Treasury to meet its obligations, although the U.S. Treasury is under no obligation to lend to such entities. GNMA, FNMA and FHLMC may also issue collateralized mortgage obligations.

Stripped U.S. Government Securities. A Fund may invest in component parts of U.S. government securities, namely either the corpus (principal) of such obligations or one of the interest payments scheduled to be paid on such obligations. These obligations may take the form of (1) obligations from which the interest coupons have been stripped; (2) the interest coupons that are stripped; and (3) book-entries at a Federal Reserve member bank representing ownership of obligation components.

Mortgage-Related Securities Issued or Guaranteed by U.S. Government Agencies and Instrumentalities. A Fund may invest in mortgage backed securities and other derivative mortgage products, including those representing an undivided ownership interest in a pool of mortgages, e.g., GNMA, FNMA and FHLMC certificates where the U.S. government or its agencies or instrumentalities guarantees the payment of interest and principal of these securities. However, these guarantees do not extend to the securities' yield or value, which are likely to vary inv ersely with fluctuations in interest rates, nor do these guarantees extend to the yield or value of a Fund's shares. See "Mortgage-Backed Securities and Asset Backed Securities" below.

Mortgages backing the securities that may be purchased by a Fund include conventional thirty-year fixed-rate mortgages, graduated payment mortgages, fifteen-year mortgages, adjustable rate mortgages and balloon payment mortgages. A balloon payment mortgage backed security is an amortized mortgage security with installments of principal and interest, the last installment of which is predominantly principal. All of these mortgages can be used to create "pass-through securities." A pass-through security is formed when mortgages are pooled together and undivided interests in the pool or pools are sold. The cash flow from the mortgages is passed through to the holders of the securities in the form of periodic payments of interest, principal and prepayments (net of a service fee). Prepayments occur when the holder of an undivided mortgage prepays the remaining principal before the mortgage's scheduled maturi ty date. As a result of the pass-through of prepayments of principal on the underlying securities, mortgage backed securities are often subject to more rapid prepayment of principal than their stated maturity would indicate. The remaining expected average life of a pool of mortgage loans underlying a mortgage backed security is a prediction of when the mortgage loans will be repaid and is based upon a variety of factors, such as the demographic and

B-2

geographic characteristics of the borrowers and the mortgaged properties, the length of time that each of the mortgage loans has been outstanding, the interest rates payable on the mortgage loans and the current interest rate environment.

In addition to GNMA, FNMA or FHLMC certificates through which the holder receives a share of all interest and principal payments from the mortgages underlying the certificate, a Fund may also invest in mortgage pass-through securities issued by the U.S. government or its agencies and instrumentalities, commonly referred to as mortgage-backed security strips or MBS strips. MBS strips are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of stripped mortgage security will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or "IO" class), while the other class will receive al l of the principal (the principal-only or "PO" class). The yields to maturity on IOs and POs are sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and principal payments may have a material effect on yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IOs. Conversely, if the underlying mortgage assets experience less than anticipated prepayments of principal, the yield on POs could be materially adversely affected.

During periods of declining interest rates, prepayment of mortgages underlying mortgage backed securities can be expected to accelerate. When mortgage obligations are prepaid, a Fund reinvests the prepaid amounts in securities, the yields on which reflect interest rates prevailing at that time. Therefore, a Fund's ability to maintain a portfolio of high-yielding mortgage-backed securities will be adversely affected to the extent that prepayments of mortgages are reinvested in securities that have lower yields than the prepaid mortgages. Moreover, prepayments of mortgages that underlie securities purchased at a premium generally will result in capital losses. During periods of rising interest rates, the rate of prepayment of mortgages underlying mortgage-backed securities can be expected to decline, extending the projected average maturity of the mortgage-backed securities. This maturity extension risk may effectively change a security that was considered short- or intermediate-term at the time of purchase into a long-term security. Long-term securities generally fluctuate more widely in response to changes in interest rates than short- or intermediate-term securities.

Zero Coupon Securities. Zero coupon U.S. government securities are debt obligations that are issued or purchased at a significant discount from face value. The discount approximates the total amount of interest the security will accrue and compound over the period until maturity or the particular interest payment date at a rate of interest reflecting the market rate of the security at the time of issuance. Zero coupon U.S. government securities do not require the periodic payment of interest. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash. These investments may experience greater volatility in market value than U.S. government securities that make regular payments of interest. A Fund accrues income on these investments for tax and accounting purposes, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy the Fund's distribution obligations, in which case the Fund will forego the purchase of additional income producing assets with these funds. Zero coupon U.S. government securities include strips and cubes, which are issued by the U.S. Treasury as component parts of U.S. Treasury bonds and represent scheduled interest and principal payments on the bonds.

Special Considerations. Fixed-income U.S. government securities are considered among the most creditworthy of fixed income investments. The yields available from U.S. government securities are generally lower than the yields available from corporate debt securities. The values of U.S. government securities will change as interest rates fluctuate. To the extent U.S. government securities are not adjustable rate securities, these changes in value in response to changes in interest rates generally will be more pronounced. During periods of falling interest rates, the values of outstanding long-term fixed-rate U.S. government securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. The magnitude of these fluctuatio ns will generally be greater for securities with longer maturities. Although changes in the value of U.S. government securities will not affect investment income from those securities, they may affect the net asset value (NAV) of a Fund.

At a time when a Fund has written call options on a portion of its U.S. government securities, its ability to profit from declining interest rates will be limited. Any appreciation in the value of the securities held in the Fund above the strike price would likely be partially or wholly offset by unrealized losses on call options written by a Fund. The termination of option positions under these conditions would generally result in the realization of capital losses, which would reduce a Fund's capital gains distribution. Accordingly, a Fund would generally seek to realize capital gains to offset realized losses by selling portfolio securities. In such circumstances, however, it is likely that the proceeds of such sales would be reinvested in lower yielding securities.

B-3

Custodial Receipts

Each Fund may invest in receipts evidencing the component parts (corpus or coupons) of U.S. government obligations that have not actually been stripped. Such receipts evidence ownership of component parts of U.S. government obligations (corpus or coupons) purchased by a third party (typically an investment banking firm) and held on behalf of the third party in physical or book entry form by a major commercial bank or trust company pursuant to a custody agreement with the third party. These custodial receipts include "Treasury Receipts," "Treasury Investment Growth Receipts" (TIGRs) and "Certificates of Accrual on Treasury Securities" (CATS). Each Fund will not invest more than 5% of its net assets in such custodial receipts.

Custodial receipts held by a third party are not issued or guaranteed by the United States government and are not considered U.S. government securities. Each Fund may also invest in such custodial receipts.

Money Market Instruments

Each Fund may invest in high-quality money market instruments, including commercial paper of a U.S. or non-U.S. company or foreign government securities, certificates of deposit, bankers' acceptances and time deposits of domestic and foreign banks, and obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities. Money market obligations will be generally U.S. dollar denominated. Commercial paper will be rated, at the time of purchase, at least "A-2" by Standard & Poor's (S&P) or "Prime-2" by Moody's Investors Service (Moody's), or the equivalent by another nationally recognized statistical rating organization (NRSRO) or, if not rated, issued by an entity having an outstanding unsecured debt issue rated at least "A" or "A-2" by S&P or "A" or "Prime-2" by Moody's or the equivalent by another NRSRO.

Corporate and Other Debt Obligations

The Conservative Allocation and Moderate Allocation Funds may each invest in corporate and other debt obligations. These debt securities may have adjustable or fixed rates of interest and in certain instances may be secured by assets of the issuer. Adjustable rate corporate debt securities may have features similar to those of adjustable rate mortgage backed securities, but corporate debt securities, unlike mortgage backed securities, are not subject to prepayment risk other than through contractual call provisions that generally impose a penalty for prepayment. Fixed-rate debt securities may also be subject to call provisions.

The market value of fixed-income obligations of the Funds will be affected by general changes in interest rates, which will result in increases or decreases in the value of such obligations. The market value of the obligations held by a Fund can be expected to vary inversely with changes in prevailing interest rates. Investors also should recognize that, in periods of declining interest rates, a Fund's yield will tend to be somewhat higher than prevailing market rates and, in periods of rising interest rates, a Fund's yield will tend to be somewhat lower. Also, when interest rates are falling, the inflow of net new money to a Fund from the continuous sale of its shares will tend to be invested in instruments producing lower yields than the balance of its portfolio, thereby reducing the Fund's current yield. In periods of rising interest rates, the opposite can be expected to occur. In addition, securit ies in which a Fund may invest may not yield as high a level of current income as might be achieved by investing in securities with less liquidity, less creditworthiness or longer maturities.

Ratings made available by S&P, Moody's and other NRSROs are relative and subjective and are not absolute standards of quality. Although these ratings are initial criteria for selection of portfolio investments, each Adviser will also make its own evaluation of these securities on behalf of a Fund. Among the factors that will be considered are the long-term ability of the issuers to pay principal and interest and general economic trends.

Medium- and Lower-Rated Securities. The Conservative Allocation and Moderate Allocation Funds may each invest in medium- (i.e., rated Baa by Moody's or BBB by S&P or the equivalent by another NRSRO) and lower-rated securities (i.e., rated lower than Baa by Moody's or lower than BBB by S&P or the equiva lent by another NRSRO). Securities rated Baa by Moody's or BBB by S&P or the equivalent by another NRSRO, although considered investment grade, possess speculative characteristics, including the risk of default, and changes in economic or other conditions are more likely to impair the ability of issuers of these securities to make interest and principal payments than is the case with respect to issuers of higher-grade bonds.

Generally, medium or lower-rated securities and unrated securities of comparable quality, sometimes referred to as "junk bonds" (i.e., securities rated lower than Baa by Moody's or BBB by S&P or the equivalent by another NRSRO), offer a higher current yield than is offered by higher-rated securities, but also (i) will likely have some quality and protective characteristics that, in the judgment of the rating organizations, are outweighed by large uncertainties or major risk exposures to adverse conditions and (ii) are predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obl igation. The market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-quality bonds. In addition, medium- and lower-rated securities and comparable unrated securities generally present a higher degree of credit risk. The

B-4

risk of loss due to default by these issuers is significantly greater because medium- and lower-rated securities and unrated securities of comparable quality generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness. The Advisers, under the supervision of the Manager and the Trustees, in evaluating the creditworthiness of an issue whether rated or unrated, take various factors into consideration, which may include, as applicable, the issuer's financial resources, its sensitivity to economic conditions and trends, the operating history of and the community support for the facility financed by the issue, the ability of the issuer's management and regulatory matters.

In addition, the market value of securities in lower-rated categories is more volatile than that of higher-quality securities, and the markets in which medium- and lower-rated or unrated securities are traded are more limited than those in which higher-rated securities are traded. The existence of limited markets may make it more difficult for each Fund to obtain accurate market quotations for purposes of valuing its portfolio and calculating its NAV. Moreover, the lack of a liquid trading market may restrict the availability of securities for a Fund to purchase and may also have the effect of limiting the ability of a Fund to sell securities at their fair value either to meet redemption requests or to respond to changes in the economy or the financial markets.

Lower-rated debt obligations also present risks based on payment expectations. If an issuer calls the obligation for redemption, a Fund may have to replace the security with a lower-yielding security, resulting in a decreased return for investors. Also, as the principal value of bonds moves inversely with movements in interest rates, in the event of rising interest rates the value of the securities held by a Fund may decline proportionately more than a portfolio consisting of higher-rated securities. If a Fund experiences unexpected net redemptions, it may be forced to sell its higher-rated bonds, resulting in a decline in the overall credit quality of the securities held by the Fund and increasing the exposure of the Fund to the risks of lower-rated securities. Investments in zero coupon bonds may be more speculative and subject to greater fluctuations in value due to changes in interest rates than bo nds that pay interest currently.

Ratings of fixed-income securities represent the rating agency's opinion regarding their credit quality and are not a guarantee of quality. Rating agencies attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value. Also, rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer's current financial condition may be better or worse than a rating indicates. See Appendix I of this SAI, "Description of Security Ratings."

Subsequent to its purchase by a Fund, an issue of securities may cease to be rated or its rating may decline following its rating at the time of purchase by the Fund. Neither event will require sale of these securities by the Fund, but the Adviser will consider this event in its determination of whether the Fund should continue to hold the securities.

Commercial Paper. Each Fund may invest in commercial paper. Commercial paper consists of short-term (usually from 1 to 270 days) unsecured promissory notes issued by corporations in order to finance their current operations. A variable amount master demand note (which is a type of commercial paper) represents a direct borrowing arrangement involving periodically fluctuating rates of interest under a letter agreement between a commercial paper issuer and an institutional lender pursuant to which the lender may determine to invest varying amounts.

Adjustable Rate Securities. The Conservative Allocation and Moderate Allocation Funds may each invest in adjustable rate securities. Adjustable rate securities are debt securities having interest rates that are adjusted or reset at periodic intervals ranging from one month to three years. The interest rate of an adjustable rate security typically responds to changes in general market levels of interest. The interest paid on any particular adjustable rate security is a function of the index upon which the interest rate of that security is based.

The adjustable rate feature of the securities in which a Fund may invest will tend to reduce sharp changes in a Fund's NAV in response to normal interest rate fluctuations. As the coupon rates of a Fund's adjustable rate securities are reset periodically, yields of these portfolio securities will reflect changes in market rates and should cause the NAV of a Fund's shares to fluctuate less dramatically than that of a fund invested in long-term fixed-rate securities. However, while the adjustable rate feature of such securities will tend to limit sharp swings in a Fund's NAV in response to movements in general market interest rates, it is anticipated that during periods of fluctuations in interest rates, the NAV of a Fund will fluctuate.

Inflation-Indexed Bonds. The Conservative Allocation and Moderate Allocation Funds may invest in inflation-indexed bonds issued by governmental entities and corporations. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. Such bonds generally are issued at an interest rate lower than typical bonds, but are expected to retain their principal value over time. The interest rate on these bonds is fixed at issuance, but over the life of the bond this interest may be paid on an increasing principal value, which has been adjusted for inflation.

Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

B-5

Event-Linked Bonds

Event-linked bonds are fixed income securities for which the return of principal and payment of interest is contingent on the non-occurrence of a specific 'trigger' event, such as a hurricane, earthquake, or other physical or weather-related phenomenon. Some event-linked bonds are commonly referred to as 'catastrophe bonds.' If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, a Fund may lose a portion or all of its principal invested in the bond. If no trigger event occurs, the portfolio will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. In addition to the specified trigger events, event-linked bonds may also expose the portfolio to certain unanticipated risks including but not limited to issuer (credit) default, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Event-linked bonds may also be subject to liquidity risk. Issuers of event-linked bonds include government agencies, insurance companies, reinsurance, special purpose corporations or other on-shore or offshore entities. The Conservative Allocation and Moderate Allocation Funds may each invest up to 5% of total assets in event-linked bonds.

Municipal Securities

The Conservative Allocation and Moderate Allocation Funds may, from time to time, invest in municipal bonds including general obligation and revenue bonds. General obligation bonds are secured by the issuer's pledge of its faith, credit and taxing power for the payment of principal and interest, whereas revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. The Conservative Allocation and Moderate Allocation Funds may also invest in municipal notes including tax, revenue and bond anticipation notes which are issued to obtain funds for various public purposes.

Municipal securities include notes and bonds issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies and instrumentalities and the District of Columbia, the interest on which is generally eligible for exclusion from federal income tax and, in certain instances, applicable state or local income and personal property taxes. Such securities are traded primarily in the over-the-counter market. Under normal market conditions, each Fund intends to invest no more than 5% of its net assets in municipal securities.

Municipal Bonds. Municipal bonds are issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets, water and sewer works and gas and electric utilities. Municipal bonds also may be issued in connection with the refunding of outstanding obligations and obtaining funds to lend to other public institutions or for general operating expenses.

The two principal classifications of municipal bonds are "general obligation" and "revenue." General obligation bonds are secured by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source. Private activity bonds that are municipal bonds are in most cases revenue bonds and do not generally constitute the pledge of the credit of the issuer of such bonds. The credit quality of private activity revenue bonds is usually directly related to the credit standing of the industrial user involved. There are, in addition, a variety of hybrid and special types of municipal obligations as well as numerous differences in the security of municipal bonds, both within and between the two principal classifications described above.

Industrial development bonds (IDBs) are issued by or on behalf of public authorities to obtain funds to provide various privately-operated facilities for business, manufacturing, housing, sports, sewage and pollution control, and for airport, mass transit, port and parking facilities. The Internal Revenue Code restricts the types of industrial development bonds (IDBs) which qualify to pay interest exempt from federal income tax, and interest on certain IDBs issued after August 7, 1986 is subject to the alternative minimum tax. Although IDBs are issued by municipal authorities, they are generally secured by the revenues derived from payments of the industrial user. The payment of the principal and interest on IDBs is dependent solely on the ability of the user of the facilities financed by the bonds to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for the payment.

The interest rates payable on certain municipal bonds and municipal notes are not fixed and may fluctuate based upon changes in market rates. Municipal bonds and notes of this type are called "variable rate" obligations. The interest rate payable on a variable rate obligation is adjusted either at predesignated intervals or whenever there is a change in the market rate of interest on which the interest rate payable is based. Other features may include the right whereby the Fund may demand prepayment of the principal amount of the obligation prior to its stated maturity (a demand feature) and the right of the issuer

B-6

to prepay the principal amount prior to maturity. The principal benefit of a variable rate obligation is that the interest rate adjustment minimizes changes in the market value of the obligation. As a result, the purchase of variable rate obligations should enhance the ability of the Fund to maintain a stable NAV per share and to sell an obligation prior to maturity at a price approximating the full principal amount of the obligation. For further discussion, see "Floating Rate and Variable Rate Municipal Securities; Inverse Floaters" below.

Municipal Notes. Municipal notes generally are used to provide for short-term capital needs and generally have maturities of one year or less. Municipal notes may include:

1.  Tax Anticipation Notes. Tax Anticipation Notes are issued to finance working capital needs of municipalities. Generally, they are issued in anticipation of various seasonal tax revenues, such as income, sales, use and business taxes, and are payable from these specific future taxes.

2.  Revenue Anticipation Notes. Revenue Anticipation Notes are issued in the expectation of reception of other kinds of revenue, such as federal revenues available under the Federal Revenue Sharing Programs.

3.  Bond Anticipation Notes. Bond Anticipation Notes are issued to provide interim financing until long-term financing can be arranged. In most cases, the long-term bonds then provide the money for the repayment of the Notes.

4.  Construction Loan Notes. Construction Loan Notes are sold to provide construction financing. Permanent financing, the proceeds of which are applied to the payment of Construction Loan Notes, is sometimes provided by a commitment by the GNMA to purchase the loan, accompanied by a commitment by the Federal Housing Administration to insure mortgage advances thereunder. In other instances, permanent financing is provided by commitments of banks to purchase the loan.

Tax-Exempt Commercial Paper. Issues of tax-exempt commercial paper, the interest on which is generally exempt from federal income taxes, typically are represented by short-term, unsecured, negotiable promissory notes. These obligations are issued by agencies of state and local governments to finance seasonal working capital needs of municipalities or to provide interim construction financing and are paid from general revenues of municipalities or are refinanced with long-term debt. In most cases, tax-exempt commercial paper is backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or other institutions and is actively traded.

Floating Rate and Variable Rate Municipal Securities; Inverse Floaters. Floating rate securities normally have a rate of interest that is set as a specific percentage of a designated base rate, such as the rate on Treasury Bonds or Bills. The interest rate on floating rate securities changes whenever there is a change in the designated base interest rate. Variable rate securities provide for a specific periodic adjustment in the interest rate based on prevailing market rates and generally would allow the Fund to demand payment of the obligation on short notice at par plus accrued interest, which amount may, at times, be more or less than the amount the Fund paid for them. Some floating rate and variable rate securities have maturities longer than 397 calendar days but afford the ho lder the right to demand payment at dates earlier than the final maturity date. Such floating rate and variable rate securities will be treated as having maturities equal to the demand date or the period of adjustment of the interest rate whichever is longer.

An inverse floater is a debt instrument with a floating or variable interest rate that moves in the opposite direction of the interest rate on another security or the value of an index. Changes in the interest rate on the other security or index inversely affect the residual interest rate paid on the inverse floater, with the result that the inverse floater's price will be considerably more volatile than that of a fixed rate bond. Generally, income from inverse floating rate bonds will decrease when short-term interest rates increase, and will increase when short-term interest rates decrease. Such securities have the effect of providing a degree of investment leverage, since they may increase or decrease in value in response to changes, as an illustration, in market interest rates at a rate that is a multiple (typically two) of the rate at which fixed-rate, long-term, tax-exempt securities increase or decrease in response to such changes. As a result, the market values of such securities generally will be more volatile than the market values of fixed-rate tax-exempt securities.

Foreign Securities

The Conservative Allocation and Moderate Allocation Funds may each invest in foreign equity and debt securities and the Growth Allocation Fund may invest in foreign equity securities, including securities of issuers in emerging market countries. Foreign debt-securities include certain foreign bank obligations and U.S. dollar or foreign currency-denominated obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities.

A "supranational entity" is an entity constituted by the national governments of several countries to promote economic development. Examples of such supranational entities include, among others, the World Bank, the European Investment Bank

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and the Asian Development Bank. The Funds may purchase debt securities of "semi-governmental entities" that are issued by entities owned by a national, state, or equivalent government or are obligations of a political unit that are not backed by the national government's "full faith and credit" and general taxing powers. Examples of semi-governmental issuers include, among others, the Province of Ontario and the City of Stockholm. Foreign government securities also include mortgage-backed securities issued by foreign government entities including semi-governmental entities.

A Fund may also invest in mortgage-backed securities issued or guaranteed by foreign government entities including semi-governmental entities.

The values of foreign investments are affected by changes in currency rates or exchange control regulations, restrictions or prohibitions on the repatriation of foreign currencies, application of foreign tax laws, including withholding taxes, changes in governmental administration or economic or monetary policy (in the United States or abroad) or changed circumstances in dealings between nations. Costs are also incurred in connection with conversions between various currencies. In addition, foreign brokerage commissions and custody fees are generally higher than those charged in the United States, and foreign securities markets may be less liquid, more volatile and less subject to governmental supervision than in the United States. Investments in foreign countries could be affected by other factors not present in the United States, including expropriation, confiscatory taxation, lack of uniform account ing and auditing standards and potential difficulties in enforcing contractual obligations and could be subject to extended clearance and settlement periods.

Emerging Markets Securities. Securities traded in certain emerging market countries, including the emerging market countries in Eastern Europe, may be subject to risks in addition to risks typically posed by international investing due to economies that are generally less diverse and mature, political systems which can be expected to have less stability than those of developed countries, the inexperience of financial intermediaries, the lack of modern technology and the lack of a sufficient capital base to expand business operations. Additionally, former Communist regimes of a number of Eastern European countries previously expropriated a large amount of property, the claims on which have not been entirely settled. There can be no assurance that a Fund's investments in Eastern Europe will not also be expropriated, nationalized or otherwise confiscated.

The Funds may invest in Brady Bonds. Brady Bonds are securities created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with debt restructurings under a debt restructuring plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the Brady Plan). Brady Plan debt restructurings have been implemented in a number of countries, including: Argentina, Bolivia, Bulgaria, Costa Rica, the Dominican Republic, Ecuador, Jordan, Mexico, Niger, Nigeria, the Philippines, Poland, Uruguay and Venezuela. In addition, Brazil has concluded a Brady-like plan. It is expected that other countries will undertake a Brady Plan in the future, including Panama and Peru.

Brady Bonds do not have a long payment history. Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (primarily the U.S. dollar) and are actively traded in the over-the-counter secondary market. Brady Bonds are not considered to be U.S. government securities. U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially is equal to at least one year's interest payments based on the applicable inte rest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to 'value recovery payments' in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having three or four valuation components: (1) the collateralized repayment of principal at final maturity; (2) the collateralized interest payments; (3) the uncollateralized interest payments; and (4) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the 'residual risk').

Most Mexican Brady Bonds issued to date have principal repayments at final maturity fully collateralized by U.S. Treasury zero coupon bonds (or comparable collateral denominated in other currencies) and interest coupon payments collateralized on an 18-month rolling-forward basis by funds held in escrow by an agent for the bondholders. A significant portion of the Venezuelan Brady Bonds and the Argentine Brady Bonds issued to date have principal repayments at final maturity collateralized by U.S. Treasury zero coupon bonds (or comparable collateral denominated in other currencies) and/or interest coupon payments collateralized on a 14-month (for Venezuela) or 12-month (for Argentina) rolling-forward basis by securities held by the Federal Reserve Bank of New York as collateral agent.

Brady Bonds involve various risk factors including residual risk and the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds and therefore are to be viewed as speculative. In addition, in the event of a default with respect to collateralized Brady Bonds as a result of which the payment obligations of

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the issuer are accelerated, the U.S. Treasury zero coupon obligations held as collateral for the payment of principal will not be distributed to investors, nor will such obligations be sold and the proceeds distributed. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds which will continue to be outstanding at which time the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course. There can be no assurance that Brady Bonds in which the Funds may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause the Funds to suffer a loss of interest or principal on any of its holdings.

Investment in sovereign debt can involve a high degree of risk. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of the debt. A governmental entity's willingness or ability to repay principal and interest due in a time manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entity's policy toward the International Monetary Fund and the political constraints to which a governmental entity may be subject. Governmental entities may also depend on expected disbursements from foreign governments, multilateral agencies and others to reduce principal and interest arreara ges on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entity's implementation of economic reforms and/or economic performance and the timely service of such debtor's obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties' commitments to lend funds to the governmental entity, which may further impair such debtor's ability or willingness to service its debts in a timely manner. Consequently, governmental entities may default on their sovereign debt. Holders of sovereign debt (including the Funds) may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part.

A Fund's investments in foreign currency denominated debt obligations and hedging activities will likely produce a difference between its book income and its taxable income. This difference may cause a portion of a Fund's income distributions to constitute returns of capital for tax purposes or require the Fund to make distributions exceeding book income to qualify as a regulated investment company for federal tax purposes.

The Funds will consider an issuer to be economically tied to a country with an emerging securities market if (1) it is organized under the laws of, or maintains its principal place of business in, the country, (2) its securities are principally traded in the country's securities markets, or (3) it derived at least half of its revenues or profits from goods produced or sold, investments made, or services performed in the country, or has at least half of its assets in that country.

Currency Risks. Because some of the securities purchased by the Funds are denominated in currencies other than the U.S. dollar, changes in foreign currency exchange rates may affect a Fund's NAV; the value of interest earned; gains and losses realized on the sale of securities; and net investment income and capital gain, if any, to be distributed to shareholders by the Fund. If the value of a foreign currency rises against the U.S. dollar, the value of a Fund's assets denominated in that currency will increase; correspondingly, if the value of a foreign currency declines against the U.S. dollar, the value of a Fund's assets denominated in that currency will decrease. A Fund may use derivatives to help protect the value of the Fund's assets from declining in such circumstances. Unde r the Internal Revenue Code of 1986, as amended (the Internal Revenue Code), the Funds are required to separately account for the foreign currency component of gains or losses, which will usually be viewed under the Code as items of ordinary and distributable income or loss, thus affecting the Funds' distributable income.

The exchange rates between the U.S. dollar and foreign currencies are a function of such factors as supply and demand in the currency exchange markets, international balances of payments, governmental interpretation, speculation and other economic and political conditions. Although the Funds value their assets daily in U.S. dollars, the Funds will not convert their holdings of foreign currencies to U.S. dollars daily. When a Fund converts its holdings to another currency, it may incur conversion costs. Foreign exchange dealers may realize a profit on the difference between the price at which they buy and sell currencies.

Special Considerations of Investing in Euro-Denominated Securities

The adoption by the participating member states of the euro beginning January 1, 2002 has eliminated the substantial currency risk among participating member states that formerly each used a unique currency, and may affect the investment process and considerations of a Fund's Adviser. To the extent a Fund holds non-U.S. dollar-denominated securities, including those denominated in the euro, the Fund will still be subject to currency risk due to fluctuations in those currencies as compared to the U.S. dollar.

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The medium- to long-term impact of the introduction of the euro in member states cannot be determined with certainty at this time. In addition to the effects described above, it is likely that more general short- and long-term ramifications can be expected, such as changes in economic environment and change in behavior of investors, all of which could impact the Funds' investments.

Mortgage-Backed Securities and Asset-Backed Securities

Mortgage Backed Securities-General. The Conservative Allocation and Moderate Allocation Funds may each invest in mortgage backed securities. Mortgage backed securities are securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans secured by real property. There are currently three basic types of mortgage backed securities: (1) those issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, such as GNMA, FNMA and FHLMC, described under "U.S. Government Securities" above; (2) those issued by private issuers that represent an interest in or are collateralized by mortgage backed securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities; and (3)  those issued by private issuers that represent an interest in or are collateralized by whole mortgage loans or mortgage backed securities without a government guarantee but usually having some form of private credit enhancement. In addition, the Conservative Allocation and Moderate Allocation Funds may invest in mortgage-related securities issued or guaranteed by foreign, national, state or provincial governmental instrumentalities, including semi-governmental agencies.

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

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

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

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

FHLMC Securities. The Federal Home Loan Mortgage Corporation (FHLMC) is a corporate instrumentality of the United States created pursuant to the Emergency Home Finance Act of 1970, as amended (the FHLMC Act). Its purpose is to promote development of a nationwide secondary market in conventional residential mortgages. The principal activity of FHLMC consists of the purchase of first lien, conventional, residential mortgage loans and participation interests in such mortgage loans and the resale of the mortgage loans so purchased in the form of mortgage securities, primarily FHLMC Certificates.

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

GMCs also represent a pro rata interest in a pool of mortgages. However, these instruments pay interest semi-annually and return principal once a year in guaranteed minimum payments. The expected average life of these securities is approximately ten years.

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

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

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

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

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

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

Collateralized Mortgage Obligations (CMOS) and Multiclass Pass-Through Securities. CMOs are debt obligations collateralized by mortgage loans or mortgage pass-through securities. Typically, CMOs are collateralized by GNMA, FNMA or

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FHLMC Certificates, but also may be collateralized by whole loans or private mortgage pass-through securities (such collateral collectively hereinafter referred to as "Mortgage Assets"). Multiclass pass-through securities are equity interests in a trust composed of Mortgage Assets. Payments of principal and interest on the Mortgage Assets, and any reinvestment income thereon, provide the funds to pay debt service on the CMOs or make scheduled distributions on the multiclass pass-through securities. CMOs may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including depository institutions, mortgage banks, investment banks and special purpose subsidiaries of the foregoing. The issuer of a series of CMOs may elect to be treated as a Real Estate Mortgage Investment Conduit (REMIC). All future references to CMOs include REMICs .

In a CMO, a series of bonds or certificates is issued in multiple classes. Each class of CMOs, often referred to as a "tranche," is issued at a specific fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates. Interest is paid or accrues on all classes of CMOs on a monthly, quarterly or semi-annual basis. The principal of and interest on the Mortgage Assets may be allocated among the several classes of a CMO series in a number of different ways. Generally, the purpose of the allocation of the cash flow of a CMO to the various classes is to obtain a more predictable cash flow to the individual tranches than exists with the underlying collateral of the CMO. As a general rule, the more predictable the cash flow on a CMO tra nche, the lower the anticipated yield will be on that tranche at the time of issuance relative to prevailing market yields on mortgage-backed securities.

A Fund also may invest in, among other things, parallel pay CMOs and Planned Amortization Class CMOs (PAC Bonds) or in other classes or series of bonds as determined by the Adviser. Parallel pay CMOs are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class that, as with other CMO structures, must be retired by its stated maturity date or final distribution date but may be retired earlier. PAC Bonds generally require payments of a specified amount of principal on each payment date. PAC Bonds always are parallel pay CMOs with the required principal payment on such securities having the highest priority after interest has been paid to all classes.

In reliance on a Securities and Exchange Commission (SEC or Commission) interpretation, a Fund's investments in certain qualifying CMOs, including CMOs that have elected to be treated as REMICs, are not subject to the Investment Company Act of 1940, as amended (the 1940 Act), limitation on acquiring interests in other investment companies. In order to be able to rely on the SEC's interpretation, the CMOs and REMICs must be unmanaged, fixed-asset issuers, that (1) invest primarily in mortgage-backed securities, (2) do not issue redeemable securities, (3) operate under general exemptive orders exempting them from all provisions of the 1940 Act and (4) are not registered or regulated under the 1940 Act as investment companies. To the extent that a Fund selects CMOs or REMICs that do not meet the above requirements, the Fund may not invest more than 10% of its assets in all such entitie s, may not invest more than 5% of its total assets in a single entity, and may not acquire more than 3% of the voting securities of any single such entity.

Stripped Mortgage Backed Securities. Stripped mortgage backed securities or MBS strips are derivative multiclass mortgage securities. In addition to MBS strips issued by agencies or instrumentalities of the U.S. government, a Fund may purchase MBS strips issued by private originators of, or investors in, mortgage loans, including depository institutions, mortgage banks, investment banks and special purpose subsidiaries of the foregoing. See "U.S. Government Securities-Mortgage Related Securities Issued or Guaranteed by U.S. Government Agencies and Instrumentalities" above.

Asset-Backed Securities. The Conservative Allocation and Moderate Allocation Funds may each invest in asset-backed securities. Through the use of trusts and special purpose corporations, various types of assets, primarily automobile and credit card receivables and home equity loans, have been securitized in pass-through structures similar to the mortgage pass-through structures or in a pay-through structure similar to the CMO structure. A Fund may invest in these and other types of asset-backed securities that may be developed in the future. Asset-backed securities present certain risks that are not presented by mortgage backed securities. Primarily, these securities do not have the benefit of a security interest in the related collateral. Credit card receivables are generally unse cured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, some of which may reduce the ability to obtain full payment. In the case of automobile receivables, the security interests in the underlying automobiles are often not transferred when the pool is created, with the resulting possibility that the collateral could be resold. In general, these types of loans are of shorter average life than mortgage loans and are less likely to have substantial prepayments.

Types of Credit Enhancement. Mortgage backed securities and asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, those securities may contain elements of credit support that fall into two categories: (1) liquidity protection and (2) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity

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protection refers to the provision of advances, generally by the entity administering the pool of assets, to seek to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses resulting from default seeks to ensure ultimate payment of the obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets. Delinquencies or losses in excess of those anticipated could adversely affect the return on an investment in a security. A Fund will not pay any additional fees for credit support, although the existence of credit support may increase the price of a security.

Risk Factors Relating to Investing in Mortgage Backed and Asset-Backed Securities. The yield characteristics of mortgage backed and asset-backed securities differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. As a result, if a Fund purchases such a security at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Alternatively, if a Fund purchases these securities at a discount, faster than expected prepayments will increase, while slower than expected prepayments will reduce, yield to maturity. Moreover, slower than expected prepayments may effectively change a security that was considered short- or intermediate-term at the time of purchase into a long-term security. Long-term securities generally lead to increased volatility of NAV because they tend to fluctuate more widely in response to changes in interest rates than short- or intermediate-term securities. A Fund may invest a portion of its assets in derivative mortgage backed securities such as MBS Strips, which are highly sensitive to changes in prepayment and interest rates. Each Adviser will seek to manage these risks (and potential benefits) by diversifying its investments in such securities and, in certain circumstances, through hedging techniques.

In addition, mortgage backed securities that are secured by manufactured (mobile) homes and multi-family residential properties, such as GNMA and FNMA certificates, are subject to a higher risk of default than are other types of mortgage backed securities.

Although the extent of prepayments on a pool of mortgage loans depends on various economic and other factors, as a general rule prepayments on fixed-rate mortgage loans will increase during a period of falling interest rates and decrease during a period of rising interest rates. Accordingly, amounts available for reinvestment by a Fund are likely to be greater during a period of declining interest rates and, as a result, likely to be reinvested at lower interest rates than during a period of rising interest rates. Asset-backed securities, although less likely to experience the same prepayment rates as mortgage-backed securities, may respond to certain of the same factors influencing prepayments, while at other times different factors will predominate. Mortgage backed securities and asset-backed securities may decrease in value as a result of increases in interest rates and may benefit less than other f ixed-income securities from declining interest rates because of the risk of prepayment. During periods of rising interest rates, the rate of prepayment of mortgages underlying mortgage-backed securities can be expected to decline, extending the projected average maturity of the mortgage-backed securities. This maturity extension risk may effectively change a security that was considered short- or intermediate-term at the time of purchase into a long-term security. Long-term securities generally fluctuate more widely in response to changes in interest rates than short- or intermediate-term securities.

Credit-Related Asset-Backed Securities. The Conservative Allocation and Moderate Allocation Funds may each also invest in credit-related asset-backed securities. This type of asset-backed security is collateralized by a basket of corporate bonds or other securities, including, in some cases, junk bonds (see "Description of the Funds, Their Investments and Risks-Medium- and Lower-Rated Securities" for risks associated with junk bonds).

Unlike the traditional asset-backed securities described above, these asset-backed securities often do have the benefit of a security interest or ownership interest in the related collateral. With a credit-related asset-backed security, the underlying bonds have the risk of being prepaid prior to maturity. Although generally not pre-payable at any time, some of the underlying bonds may have call options, while others may have maturity dates that are earlier than that of the asset-backed security itself. As with traditional asset-backed securities described above, the Fund bears the risk of loss of the resulting increase or decrease in yield to maturity after a prepayment of an underlying bond. However, the primary risk associated with credit-related asset-backed securities is the potential loss of principal associated with losses on the underlying bonds.

Collateralized Debt Obligations (CDOs)

The Conservative Allocation and Moderate Allocation Funds may each invest up to 5% of its investable assets in collateralized debt obligations (CDOs). In a typical CDO investment, the Fund will purchase a security that is backed by an

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underlying portfolio of debt obligations, typically including one or more of the following types of investments: high yield securities, investment grade securities, bank loans, futures and swaps (including credit default swaps). The cash flows generated by the collateral are used to pay interest and principal to the Fund.

The portfolio underlying the CDO security is subject to investment guidelines. However, a Fund that invests in a CDO cannot monitor the underlying obligations of the CDO, and is subject to the risk that the CDO's underlying obligations may not be authorized investments for the Fund.

In addition, a CDO is a derivative, and is subject to credit, liquidity and interest rate risks, as well as volatility. The market value of the underlying securities at any time will vary, and may vary substantially from the price at which such underlying securities were initially purchased. The amount of proceeds received upon sale or disposition, or the amount received or recovered upon maturity, may not be sufficient to repay principal and interest to investors, which could result in losses to the Fund.

The securities issued by a CDO are not traded in organized exchange markets. Consequently, the liquidity of a CDO security is limited and there can be no assurance that a market will exist at the time that the Fund sells the CDO security. CDO investments may also be subject to transfer restrictions that further limit the liquidity of the CDO security.

Credit-Linked Securities

The Conservative Allocation and Moderate Allocation Funds may each invest in credit-linked securities. Credit-linked securities are securities that are collateralized by one of more credit default swaps on corporate credits. The Fund has the right to receive periodic interest payments from issuer of the credit-linked security at an agreed-upon interest rate, and a return of principal at the maturity date.

Credit-linked securities are typically privately negotiated transactions between two or more parties. The Fund bears the risk that the issuer of the credit-linked security will default or become bankrupt. The Fund bears the risk of loss of its principal investment, and the periodic interest payments expected to be received for the duration of its investment in the credit-linked security.

Credit-linked securities are also subject to credit risk of the corporate credits underlying the credit default swaps. If one of the underlying corporate credits defaults, the Fund may receive the security that has defaulted, and the Fund's principal investment would be reduced by the corresponding face value of the defaulted security.

The market for credit-linked securities is, or suddenly can become, illiquid. The other parties to the transaction may be the only investors with sufficient understanding of the derivative to be interested in bidding for it. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for credit-linked securities. In certain cases, a market price for a credit-linked security may not be available.

The collateral for a credit-linked security is one or more credit default swaps, which are subject to additional risks. See "Description of the Funds, Their Investments and Risks-Swap Agreements" for a description of additional risks associated with credit default swaps.

Convertible Securities

Each Fund may invest in convertible securities. A convertible security is typically a bond, debenture, corporate note, preferred stock or other similar security that may be converted at a stated price within a specified period of time into a specified number of shares of common stock or other equity securities of the same or a different issuer. Convertible securities are generally senior to common stocks in a corporation's capital structure, but are usually subordinated to similar nonconvertible securities. While providing a fixed income stream (generally higher in yield than the income derivable from a common stock but lower than that afforded by a similar nonconvertible security), a convertible security also affords an investor the opportunity, through its conversion feature, to participate in the capital appreciation attendant upon a market price advance in the convertible security's underlying comm on stock. Convertible securities also include preferred stocks, which technically are equity securities.

In general, the market value of a convertible security is at least the higher of its "investment value" (i.e., its value as a fixed-income security) or its "conversion value" (i.e., its value upon conversion into its underlying common stock). As a fixed-income security, a convertible security tends to increase in market value when interest rates decline and tends to decrease in value when interest rates rise. However, the price of a co nvertible security is also influenced by the market value of the security's underlying common stock. The price of a convertible security tends to increase as the market value of the underlying common stock rises, whereas it tends to decrease as the market value of the underlying stock declines. While no securities

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investment is without some risk, investments in convertible securities generally entail less risk than investments in the common stock of the same issuer.

Loan Participations

Each of the Conservative Allocation and Moderate Allocation Funds may invest up to 5% of its net assets in high quality participation interests having remaining maturities not exceeding one year in loans extended by banks to United States and foreign companies. In a typical corporate loan syndication, a number of lenders, usually banks (co-lenders), lend a corporate borrower a specified sum pursuant to the terms and conditions of a loan agreement. One of the co-lenders usually agrees to act as the agent bank with respect to the loan. The loan agreement among the corporate borrower and the co-lenders identifies the agent bank as well as sets forth the rights and duties of the parties. The agreement often (but not always) provides for the collateralization of the corporate borrower's obligations thereunder and includes various types of restrictive covenants that must be met by the borrower.

The participation interests acquired by a Fund may, depending on the transaction, take the form of a direct or co-lending relationship with the corporate borrower, an assignment of an interest in the loan by a co-lender or another participant, or a participation in the seller's share of the loan. Typically, the Fund will look to the agent bank to collect principal of and interest on a participation interest, to monitor compliance with loan covenants, to enforce all credit remedies, such as foreclosures on collateral, and to notify co-lenders of any adverse changes in the borrower's financial condition or declarations of insolvency. The agent bank in such cases will be qualified to serve as a custodian for a registered investment company such as the Trust. The agent bank is compensated for these services by the borrower pursuant to the terms of the loan agreement.

When a Fund acts as co-lender in connection with a participation interest or when the Fund acquires a participation interest the terms of which provide that the Fund will be in privity with the corporate borrower, the Fund will have direct recourse against the borrower in the event the borrower fails to pay scheduled principal and interest. In cases where the Fund lacks such direct recourse, the Fund will look to the agent bank to enforce appropriate credit remedies against the borrower.

The Funds believe that the principal credit risk associated with acquiring participation interests from a co-lender or another participant is the credit risk associated with the underlying corporate borrower. A Fund may incur additional credit risk, however, when it is in the position of participant rather than a co-lender because it must assume the risk of insolvency of the co-lender from which the participation interest was acquired and that of any person interpositioned between the Fund and the co-lender. However, in acquiring participation interests, the Fund will analyze and evaluate the financial condition of each such co-lender and participant to ensure that the participation interest meets the Fund's high quality standard and will continue to do so as long as it holds a participation. For purposes of a Fund's requirement to maintain diversification for tax purposes, the issuer of a loan partici pation will be the underlying borrower. In cases where a Fund does not have recourse directly against the borrower, both the borrower and each agent bank and co-lender interposed between the Fund and the borrower will be deemed issuers of the loan participation for tax diversification purposes.

For purposes of each Fund's fundamental investment restriction against investing 25% or more of its total assets in any one industry, a Fund will consider all relevant factors in determining who is the issuer of a loan participation including the credit quality of the underlying borrower, the amount and quality of the collateral, the terms of the loan participation agreement and other relevant agreements (including any intercreditor agreements), the degree to which the credit of such intermediary was deemed material to the decision to purchase the loan participation, the interest environment, and general economic conditions applicable to the borrower and such intermediary.

Repurchase Agreements

A Fund may enter into repurchase agreements, whereby the seller of the security agrees to repurchase that security from the Fund at a mutually agreed-upon time and at a price in excess of the purchase price, reflecting an agreed-upon rate of return effective for the period of time the Fund's money is invested in the repurchase agreement. The period of maturity is usually quite short, possibly overnight or a few days, although it may extend over a number of months. A Fund's repurchase agreements will at all times be fully collateralized by cash or other liquid assets in an amount at least equal to the resale price. The instruments held as collateral are valued daily, and if the value of instruments decline, a Fund will require additional collateral. If the seller defaults, the Fund will require additional collateral. If the seller defaults and the value of the collateral securing the repurchase agreemen t declines, the Fund may incur a loss.

A Fund will enter into repurchase transactions only with parties meeting creditworthiness standards approved by the Fund's Adviser. In the event of a default or bankruptcy by a seller, the Fund may liquidate the collateral.

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A Fund may participate in a joint repurchase agreement account with other investment companies managed by PI pursuant to an order of the SEC. On a daily basis, any uninvested cash balances of a Fund may be aggregated with those of such investment companies and invested in one or more repurchase agreements. Each Fund participates in the income earned or accrued in the joint account based on the percentage of its investment.

Reverse Repurchase Agreements and Dollar Rolls

Each Fund may each enter into reverse repurchase agreements and the Conservative Allocation and Moderate Allocation Funds may enter into dollar rolls. The proceeds from such transactions will be used for the clearance of transactions or to take advantage of investment opportunities.

Reverse repurchase agreements involve sales by a Fund of securities concurrently with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. During the reverse repurchase agreement period, the Fund continues to receive principal and interest payments on these securities.

Dollar rolls involve sales by a Fund of securities for delivery in the current month and a simultaneous contract to repurchase substantially similar (same type and coupon) securities on a specified future date from the same party. During the roll period, a Fund forgoes principal and interest paid on the securities. A Fund is compensated by the difference between the current sales price and the forward price for the future purchase (often referred to as the "drop") as well as by the interest earned on the cash proceeds of the initial sale. A "covered roll" is a specific type of dollar roll for which there is an offsetting cash position or a cash equivalent security position that matures on or before the forward settlement date of the dollar roll transaction.

A Fund will segregate with its custodian cash or other liquid assets equal in value to its obligations in respect of reverse repurchase agreements and dollar rolls. Reverse repurchase agreements and dollar rolls involve the risk that the market value of the securities retained by a Fund may decline below the price of the securities a Fund has sold but is obligated to repurchase under the agreement. If the buyer of securities under a reverse repurchase agreement or dollar roll files for bankruptcy or becomes insolvent, a Fund's use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce a Fund's obligation to repurchase the securities.

Reverse repurchase agreements and dollar rolls, including covered dollar rolls, are speculative techniques involving leverage and are considered borrowings by a Fund for purposes of the percentage limitations applicable to borrowings. See "Borrowing" below.

Swap Agreements

The Conservative Allocation and Moderate Allocation Funds may enter into interest rate, index, credit, currency exchange rate, long and short credit default, forward spread lock and total return swap agreements (or a combination of these swap agreements or other similar swap agreements). Each Fund may also enter into options on swap agreements (swap options). These transactions may be entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost to the Fund than if it had invested directly in an instrument that yielded that desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods typically ranging from a few weeks to more than one year. In one type of "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on, or calcul ated with respect to, particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or "swapped" between the parties are generally calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index or other investment instruments. In another type of swap one party (a credit protection seller) receives a premium from another party (a credit protection buyer) for assuming the credit risk of a specified issuer and/or reference obligation. In exchange for the premium, the credit protection seller has the obligation to purchase obligations of the issuer at par upon the occurrence of a credit event. Typical credit events include the bankruptcy of the issuer and the failure by the issuer to pay when due obligations in respect of borrowed money. Alternatively, the credit protection seller may be required to make a cash payment to the credit protection buyer. This cash payment is typically equal to the difference between the par value of the reference obligation and its market value following the relevant credit event. Other forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or "cap"; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or "floor"; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect it self against interest rate movements exceeding given minimum or maximum levels. A swap option is a contract that gives a counterparty the right (but not the obligation) to enter into a new

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swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. Each Fund may write (sell) and purchase put and call swap options.

Most swap agreements entered into by a Fund would calculate the obligations of the parties to the agreement on a "net basis." Consequently, a Fund's current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). A Fund's net obligations in respect of all swap agreements (i.e. the aggregate net amount owed by the Fund) is limited to 15% of its net assets. A Fund's current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued bu t unpaid net amounts owed to a swap counterparty will be covered by the segregation of assets determined to be liquid by the Adviser in accordance with procedures established by the Board of Trustees (the Board), to avoid any potential leveraging of the Fund's assets. Obligations under swap agreements so covered will not be considered "senior securities" for purposes of the Fund's investment restriction concerning senior securities.

For purposes of applying the Funds' investment policies and restrictions (as stated in the prospectuses and this SAI) swap agreements are generally valued by the Funds at market value. In the case of a credit default swap sold by a Fund (i.e., where the Fund is selling credit default protection), however, the Fund will generally value the swap at its notional amount. The manner in which certain securities or other instruments are valued by the Funds for purposes of applying investment policies and restrictions may differ from the manner in which those investments are valued by other types of investors.

Whether the Fund's use of swap agreements or swap options will be successful in furthering its investment objective will depend on the Adviser's ability to predict correctly whether certain types of investments are likely to produce a better result than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Funds will enter into swap agreements only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Funds' repurchase agreement guidelines). A Fund may engage in swap agreements of any duration with a counte rparty whose long-term credit is rated at least "A" by at least one nationally recognized statistical rating organization. Certain restrictions imposed by the Code may limit the Funds' ability to use swap agreements. A Fund generally has no right to terminate a swap agreement early. It will therefore be able to terminate a swap agreement early only with the consent of, and a price agreed to by, its counterparty. Developments in the swaps market, including potential government regulation, may adversely affect a Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swap option than it will incur when it purchases a swap option. When a Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a Fund writes a swap option, upon exercise of the option the Fund will become obligated according to the terms of the underlying swap agreement.

Certain swap agreements are exempt from most provisions of the Commodity Exchange Act ("CEA") and therefore, are not regulated as futures or commodity option transactions under the CEA, pursuant to regulations approved by the CFTC. To qualify for this exemption, a swap agreement must be entered into by "eligible contract participants," which includes the following, provided the participants' total assets exceed established levels: a bank or trust company, savings association or credit union, insurance company, investment company subject to regulation under the 1940 Act, commodity pool, corporation, partnership, proprietorship, organization, trust or other entity, employee benefit plan, governmental entity, broker-dealer, futures commission merchant, natural person, or regulated foreign person. To be eligible, natural persons and most other entities must have total assets exceeding $10 million; commodit y pools and employee benefit plans must have assets exceeding $5 million. In addition, the swap agreement must be subject to individual negotiation by the parties and not transacted on a trading facility. Each swap agreement that the Fund enters into will qualify for this exemption.

Illiquid Securities

Each Fund may hold up to 15% of its net assets in illiquid securities. If a Fund were to exceed this limit, the Adviser would take prompt action to reduce the Fund's holdings in illiquid securities to no more than 15% of its net assets, as required by applicable law. Illiquid securities include repurchase agreements that have a maturity of longer than seven days, certain securities with legal or contractual restrictions on resale (restricted securities). Repurchase agreements subject to demand are deemed to have a maturity equal to the notice period.

Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the Securities Act), securities that are otherwise not

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readily marketable and repurchase agreements having a maturity of longer than seven days. Securities that have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Mutual funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.

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

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

Restricted securities eligible for resale pursuant to Rule 144A under the Securities Act and privately placed commercial paper for which there is a readily available market are treated as liquid only when deemed liquid under procedures established by the Trustees. The Advisers will monitor the liquidity of such restricted securities subject to the supervision of the Trustees. In reaching liquidity decisions, the Advisers will consider, among others, the following factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security and (4) the nature of the security and the nature of the marketplace trades (that is, the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer). In addition, in order for commercial paper that is issued in reliance on Section 4(2) of the Securities Act to be considered liquid, (a) it must be rated in one of the two highest rating categories by at least two NRSROs, or if only one NRSRO rates the securities, by that NRSRO, or, if unrated, be of comparable quality in the view of the Adviser; and (2) it must not be "traded flat" (i.e., without accrued interest) or in default as to principal or interest. A Fund's investments in Rule 144A securities could have the effect of increasing illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing Rule 144A securities.

The staff of the Commission has taken the position that purchased over-the-counter (OTC) options and the assets used as "cover" for written OTC options are illiquid securities unless the Fund and the counterparty have provided for the Fund, at the Fund's election, to unwind the OTC option. The exercise of such an option ordinarily would involve the payment by the Fund of an amount designated to effect the counterparty's economic loss from an early termination, but does allow the Fund to treat the assets used as "cover" as "liquid."

When a Fund enters into interest rate swaps on other than a net basis, the entire amount of the Fund's rights, if any, with respect to such interest rate swaps will be treated as illiquid. To the extent that a Fund enters into interest rate swaps on a net basis, the net amount of the receivable with respect to each interest rate swap will be treated as illiquid. The Funds will also treat non-U.S. government POs and IOs as illiquid securities so long as the staff of the Commission maintains its position that such securities are illiquid.

Investment Company Securities

The Funds may invest in securities issued by other investment companies that invest in short-term debt securities and that seek to maintain a $1.00 NAV per share (money market funds). Each Fund may also invest in securities issued by other investment companies with investment objectives similar to the Fund's. The Funds may purchase shares of investment companies investing primarily in foreign securities, including so-called "country funds." Country funds have portfolios consisting primarily of securities of issuers located in one foreign country. Securities of other investment companies will be acquired within the limits prescribed by the 1940 Act. As a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. These expenses would be in addition to the expenses each Fund bears in connection with its own operations.

Exchange-Traded Funds

To the extent otherwise consistent with their investment policies and applicable law, the Funds may each invest up to 5% of their total assets in "exchange-traded funds" (ETFs) whose shares are listed on a national stock exchange or in other

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registered investment companies (RICs), and up to 10% of their total assets in ETFs or other RICs collectively. ETFs, which may be unit investment trusts or mutual funds, typically hold portfolios of securities designed to track the performance of various broad securities indexes or sectors of such indexes. ETFs thus provide another means, in addition to futures and options on indexes, of including stock index exposure in these Funds' investment strategies.

Risk Management and Return Enhancement Strategies

Each Fund may each engage in various portfolio strategies, including using derivatives, to seek to reduce certain risks of its investments and to enhance return. A Fund, and thus its investors, may lose money through any unsuccessful use of these strategies. These strategies currently include the use of foreign currency forward contracts, foreign currency exchange contracts, swaps, options, futures contracts and options thereon. A Fund's ability to use these strategies may be limited by various factors, such as market conditions, regulatory limits and tax considerations, and there can be no assurance that any of these strategies will succeed. See "Taxes, Dividends and Distributions." If new financial products and risk management techniques are developed, each Fund may use them to the extent consistent with its investment objectives and policies.

Risks of Risk Management and Return Enhancement Strategies-General. Participation in the options and futures markets and in currency exchange transactions involves investment risks and transaction costs to which a Fund would not be subject absent the use of these strategies. A Fund, and thus its investors, may lose money through any unsuccessful use of these strategies. If an Adviser's predictions of movements in the direction of the securities, foreign currency or interest rate markets are inaccurate, the adverse consequences to a Fund may leave the Fund in a worse position than if such strategies were not used. Risks inherent in the use of these strategies include (but are not limited to) (1) dependence on an investment adviser's ability to predict correctly movements in the direction of interest rates, securities prices and currency markets; (2) imperfect correlation between the price of options and futures contracts and options thereon and movements in the prices of the securities being hedged; (3) the fact that skills needed to use these strategies are different from those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument at any time; (5) the risk that the counterparty may be unable to complete the transaction; and (6) the possible inability of a Fund to purchase or sell a portfolio security at a time that otherwise would be favorable for it to do so, or the possible need for a Fund to sell a portfolio security at a disadvantageous time, due to the need for a Fund to maintain "cover" or to segregate assets in connection with hedging transactions.

Options Transactions. A Fund may purchase and write (that is, sell) put and call options on securities, currencies and financial indexes that are traded on U.S. and foreign securities exchanges or in the OTC market to seek to enhance return or to protect against adverse price fluctuations in securities in its portfolio. These options will be on equity securities, debt securities, aggregates of debt securities, financial indexes (for example, S&P 500), futures contracts and U.S. government securities. The Funds may also purchase and write put and call options on foreign currencies and foreign currency futures. A Fund may write covered put and call options to attempt to generate additional income through the receipt of premiums, purchase put options in an effort to protect t he value of a security that it owns against a decline in market value and purchase call options in an effort to protect against an increase in price of securities or currencies it intends to purchase. A Fund may also purchase put and call options to offset previously written put and call options of the same series.

A call option gives the purchaser, in exchange for a premium paid, the right for a specified period of time to purchase the securities or currency subject to the option at a specified price (the exercise price or strike price) or, depending on the terms of the option contract, to receive a specified amount of cash. The writer of a call option, in return for the premium, has the obligation, upon exercise of the option, to deliver, depending upon the terms of the option contract, the underlying securities or a specified amount of cash to the purchaser upon receipt of the exercise price. When a Fund writes a call option, the Fund gives up the potential for gain on the underlying securities or currency in excess of the exercise price of the option during the period that the option is open. There is no limitation on the amount of call options a Fund may write.

A put option gives the purchaser, in return for a premium, the right, for a specified period of time, to sell the securities or currency subject to the option to the writer of the put at the specified exercise price. The writer of the put option, in return for the premium, has the obligation, upon exercise of the option, to acquire the securities or currency underlying the option at the exercise price. The Fund might, therefore, be obligated to purchase the underlying securities or currency for more than their current market price.

A Fund will write only "covered" options. A written option is covered if, so long as the Fund is obligated under the option, it (1) owns an offsetting position in the underlying security or currency or (2) segregates cash or other liquid assets, in an amount equal to or greater than its obligation under the option. Under the first circumstance, the Fund's losses are limited because it owns the underlying security; under the second circumstance, in the case of a written call option, the Fund's losses are potentially unlimited. A Fund may only write covered put options to the extent that cover for such options does not exceed

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25% of the Fund's net assets. A Fund will not purchase an option if, as a result of such purchase, more than 20% of its total assets would be invested in premiums for options and options on futures.

Options on Securities. The purchaser of a call option has the right, for a specified period of time, to purchase the securities subject to the option at a specified price (the exercise price or strike price) or, depending on the terms of the option contract, to receive a specified amount of cash. By writing a call option, the Fund becomes obligated during the term of the option, upon exercise of the option, to deliver the underlying securities or a specified amount of cash to the purchaser against receipt of the exercise price. When a Fund writes a call option, the Fund loses the potential for gain on the underlying securities in excess of the exercise price of the option during the period that the option is open.

The purchaser of a put option has the right, for a specified period of time, to sell the securities subject to the option to the writer of the put at the specified exercise price. By writing a put option, the Fund becomes obligated during the term of the option, upon exercise of the option, to purchase the securities underlying the option at the exercise price. The Fund might, therefore, be obligated to purchase the underlying securities for more than their current market price.

The writer of an option retains the amount of the premium, although this amount may be offset or exceeded, in the case of a covered call option, by an increase and, in the case of a covered put option, by a decline in the market value of the underlying security during the option period.

A Fund may wish to protect certain portfolio securities against a decline in market value at a time when put options on those particular securities are not available for purchase. The Fund may therefore purchase a put option on other carefully selected securities, the values of which the Adviser expects will have a high degree of positive correlation to the values of such portfolio securities. If the Adviser's judgment is correct, changes in the value of the put options should generally offset changes in the value of the portfolio securities being hedged. If the Adviser's judgment is not correct, the value of the securities underlying the put option may decrease less than the value of the Fund's investments and therefore the put option may not provide complete protection against a decline in the value of the Fund's investments below the level sought to be protected by the put option.

A Fund may similarly wish to hedge against appreciation in the value of debt securities that it intends to acquire at a time when call options on such securities are not available. The Fund may, therefore, purchase call options on other carefully selected debt securities the values of which the Adviser expects will have a high degree of positive correlation to the values of the debt securities that the Fund intends to acquire. In such circumstances the Fund will be subject to risks analogous to those summarized above in the event that the correlation between the value of call options so purchased and the value of the securities intended to be acquired by the Fund is not as close as anticipated and the value of the securities underlying the call options increases less than the value of the securities to be acquired by the Fund.

A Fund may write options on securities in connection with buy-and-write transactions; that is, the Fund may purchase a security and concurrently write a call option against that security. If the call option is exercised, the Fund's maximum gain will be the premium it received for writing the option, adjusted upwards or downwards by the difference between the Fund's purchase price of the security and the exercise price of the option. If the option is not exercised and the price of the underlying security declines, the amount of the decline will be offset in part, or entirely, by the premium received.

The exercise price of a call option may be below ("in-the-money"), equal to ("at-the-money") or above ("out-of-the-money") the current value of the underlying security at the time the option is written. A Fund may also buy and write straddles (i.e., a combination of a call and a put written on the same security at the same strike price where the same segregated collateral is considered "cover" for both the put and the call). In such cases, a Fund will segregate cash or other liquid assets equivalent to the amount, if any, by which the put is "in-the-money," i.e., the amount by which the exercise price of the put exceeds the current market value of the underlying security. It is contemplated that a Fund's use of straddles will be limited to 5% of the Fund's net assets (meaning that the securities used for cover or segregated as described above will not exceed 5% of the Fund's net assets at the time the straddle is written). The writing of a call and a put on the same security at the same stock price where the call and put are covered by different securities is not considered a straddle for the purposes of this limit. Buy-and-write transactions using in-the-money call options may be used when it is expected that the price of the underlying security will remain flat or decline moderately during the option period. Buy-and-write transactions using at-the-money call options may be used when it is expected that the price of the underlying s ecurity will remain fixed or advance moderately during the option period. A buy-and-write transaction using an out-of-the-money call option may be used when it is expected that the premium received from writing the call option plus the appreciation in the market price of the underlying security up to the exercise price will be greater than the appreciation in the price of the underlying security alone. If the call option is exercised in such a transaction, the Fund's maximum gain will be the premium received by it for writing the option, adjusted upwards or downwards by the difference between the Fund's purchase price of the security and the exercise price of the option. If the option is not

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exercised and the price of the underlying security declines, the amount of the decline will be offset in part, or entirely, by the premium received.

Prior to being notified of exercise of the option, the writer of an exchange-traded option that wishes to terminate its obligation may effect a "closing purchase transaction" by buying an option of the same series as the option previously written. (Options of the same series are options with respect to the same underlying security, having the same expiration date and the same strike price.) The effect of the purchase is that the writer's position will be cancelled by the exchange's affiliated clearing organization. Likewise, an investor who is the holder of an exchange-traded option may liquidate a position by effecting a "closing sale transaction" by selling an option of the same series as the option previously purchased. There is no guarantee that either a closing purchase or a closing sale transaction can be effected.

Exchange-traded options are issued by a clearing organization affiliated with the exchange on which the option is listed that, in effect, gives its guarantee to every exchange-traded option transaction. In contrast, OTC options are contracts between the Fund and its counter-party with no clearing organization guarantee. Thus, when the Fund purchases an OTC option, it relies on the dealer from which it has purchased the OTC option to make or take delivery of the securities underlying the option. Failure by the dealer to do so would result in the loss of the premium paid by the Fund as well as the loss of the expected benefit of the transaction. As such, the value of an OTC option is particularly dependent upon the financial viability of the OTC counterparty.

Exchange traded options generally have a continuous liquid market while OTC options may not. When a Fund writes an OTC option, it generally will be able to close out the OTC options prior to its expiration only by entering into a closing purchase transaction with the dealer to which the Fund originally wrote the OTC option. While the Fund will enter into OTC options only with dealers that agree to, and that are expected to be capable of, entering into closing transactions with the Fund, there can be no assurance that the Fund will be able to liquidate an OTC option at a favorable price at any time prior to expiration. Until the Fund is able to effect a closing purchase transaction in a covered OTC call option the Fund has written, it will not be able to liquidate securities used as cover until the option expires or is exercised or different cover is substituted. In the event of insolvency of the counte rparty, the Fund may be unable to liquidate an OTC option. With respect to options written by a Fund, the inability to enter into a closing purchase transaction could result in material losses to the Fund.

OTC options purchased by a Fund will be treated as illiquid securities subject to any applicable limitation on such securities. Similarly, the assets used to "cover" OTC options written by the Fund will be treated as illiquid unless the OTC options are sold to qualified dealers who agree that the Fund may repurchase any OTC options it writes for a maximum price to be calculated by a formula set forth in the option agreement. The "cover" for an OTC option written subject to this procedure would be considered illiquid only to the extent that the maximum repurchase price under the formula exceeds the intrinsic value of the option.

Each Fund may write only "covered" options. A call option written by the Fund is "covered" if the Fund owns the security underlying the option or has an absolute and immediate right to acquire that security without additional consideration (or for additional consideration segregated assets) upon conversion or exchange of other securities held in its portfolio. A call option is also covered if the Fund holds on a share-for-share basis a call on the same security as the call written where the exercise price of the call held is equal to or less than the exercise price of the call written; where the exercise price of the call held is greater than the exercise price of the call written, the Fund will segregate cash or other liquid assets. A put option written by the Fund is "covered" if the Fund holds on a share-for-share basis a put on the same security as the put written where the exercise price of the pu t held is equal to or greater than the exercise price of the put written; otherwise the Fund will segregate cash or other liquid assets equivalent in value to the exercise price of the option. This means that so long as the Fund is obligated as the writer of a call option, it will own the underlying securities subject to the option or an option to purchase the same underlying securities, having an exercise price equal to or less than the exercise price of the "covered" option, or will segregate for the term of the option cash or other liquid assets having a value equal to or greater than the exercise price of the option. In the case of a straddle written by the Fund, the amount segregated will equal the amount, if any, by which the put is "in-the-money."

Options on GNMA Certificates. Options on GNMA Certificates are not currently traded on any exchange. However, the Conservative Allocation and Moderate Allocation Funds may purchase and write such options should they commence trading on any exchange and may purchase or write OTC Options on GNMA certificates.

Since the remaining principal balance of GNMA Certificates declines each month as a result of mortgage payments, the Fund, as a writer of a covered GNMA call holding GNMA Certificates as "cover" to satisfy its delivery obligation in the event of assignment of an exercise notice, may find that its GNMA Certificates no longer have a sufficient remaining principal balance for this purpose. Should this occur, the Fund will enter into a closing purchase transaction or will purchase additional GNMA Certificates from the same pool (if obtainable) or replacement GNMA Certificates in the cash market in order to remain covered.

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A GNMA Certificate held by a Fund to cover an option position in any but the nearest expiration month may cease to represent cover for the option in the event of a decline in the GNMA coupon rate at which new pools are originated under the FHA/VA loan ceiling in effect at any given time. Should this occur, the Fund will no longer be covered, and the Fund will either enter into a closing purchase transaction or replace the GNMA Certificate with a GNMA Certificate that represents cover. When the Fund closes its position or replaces the GNMA Certificate, it may realize an unanticipated loss and incur transaction costs.

Risks of Options Transactions. An exchange-traded option position may be closed out only on an exchange that provides a secondary market for an option of the same series. Although a Fund will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time, and for some exchange-traded options, no secondary market on an exchange may exist. In such event, it might not be possible to effect closing transactions in particular options, with the result that a Fund would have to exercise its exchange-traded options in order to realize any profit and may incur transaction costs in connection therewith. If a Fund as a co vered call option writer is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying security until the option expires or it delivers the underlying security upon exercise.

Reasons for the absence of a liquid secondary market on an exchange include the following: (1) there may be insufficient trading interest in certain options; (2) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (3) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities; (4) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (5) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (6) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date, to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in the class or series of options) would cease to exist, although outstanding options on that exchange that had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of any of the clearing corporations inadequate, and thereby result in the institution by an exchange of special procedures that may interfere with the timely execution of customers' orders.

In the event of the bankruptcy of a broker through which a Fund engages in options transactions, the Fund could experience delays and/or losses in liquidating open positions purchased or sold through the broker and/or incur a loss of all or part of its margin deposits with the broker. Similarly, in the event of the bankruptcy of the writer of an OTC option purchased by a Fund, the Fund could experience a loss of all or part of the value of the option. Transactions are entered into by a Fund only with brokers or financial institutions deemed creditworthy by its Adviser.

The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the option markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the option markets.

Options on Securities Indexes. Each Fund may purchase and write call and put options on securities indexes in an attempt to hedge against market conditions affecting the value of securities that a Fund owns or intends to purchase, and not for speculation. Through the writing or purchase of index options, a Fund can achieve many of the same objectives as through the use of options on individual securities. Options on securities indexes are similar to options on a security except that, rather than the right to take or make delivery of a security at a specified price, an option on a securities index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the securities index upon which the option is based is greater than, in the ca se of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to such difference between the closing price of the index and the exercise price of the option. The writer of the option is obligated, in return for the premium received, to make delivery of this amount. Unlike security options, all settlements are in cash and gain or loss depends upon price movements in the market generally (or in a particular industry or segment of the market), rather than upon price movements in individual securities. Price movements in securities that a Fund owns or intends to purchase will probably not correlate perfectly with movements in the level of an index and, therefore, the Fund bears the risk that a loss on an index option would not be completely offset by movements in the price of such securities.

When a Fund writes an option on a securities index, it will be required to deposit with its Custodian, and mark-to-market, eligible securities equal in value to 100% of the exercise price in the case of a put, or the contract value in the case of a call. In addition, where a Fund writes a call option on a securities index at a time when the contract value exceeds the exercise price, the Fund will segregate and mark-to-market, until the option expires or is closed out, cash or cash equivalents equal in value to such excess.

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Options on a securities index involve risks similar to those risks relating to transactions in financial futures contracts described below. Also, an option purchased by a Fund may expire worthless, in which case the Fund would lose the premium paid therefor.

Risks of Options on Indexes. A Fund's purchase and sale of options on indexes will be subject to risks described above under "Risks of Options Transactions." In addition, the distinctive characteristics of options on indexes create certain risks that are not present with stock options.

Index prices may be distorted if trading of certain stocks included in the index is interrupted. Trading in index options also may be interrupted in certain circumstances, such as if trading were halted in a substantial number of stocks included in the index. If this occurred, a Fund would not be able to close out options that it had purchased or written and, if restrictions on exercise were imposed, may be unable to exercise an option it holds, which could result in substantial losses to the Fund. It is the policy of each Fund to purchase or write options only on indexes that include a number of stocks sufficient to minimize the likelihood of a trading halt in the index.

The ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid secondary market. It is not certain that this market will develop in all index option contracts. A Fund will not purchase or sell any index option contract unless and until, in the Adviser's opinion, the market for such options has developed sufficiently that the risk in connection with such transactions is not substantially greater than the risk in connection with options on securities in the index.

Special Risks of Writing Calls on Indexes. Because exercises of index options are settled in cash, a call writer such as a Fund cannot determine the amount of its settlement obligations in advance and, unlike call writing on specific stocks, cannot provide in advance for, or cover, its potential settlement obligations by acquiring and holding the underlying securities. A Fund will write call options on indexes only under the circumstances described herein.

Price movements in a Fund's security holdings probably will not correlate precisely with movements in the level of the index and, therefore, the Fund bears the risk that the price of the securities held by the Fund may not increase as much as the index. In such event, the Fund would bear a loss on the call that is not completely offset by movements in the price of the Fund's security holdings. It is also possible that the index may rise when the Fund's stocks do not rise. If this occurred, the Fund would experience a loss on the call that is not offset by an increase in the value of its portfolio and might also experience a loss in its portfolio. However, because the value of a diversified portfolio will, over time, tend to move in the same direction as the market, movements in the value of the Fund in the opposite direction as the market would be likely to occur for only a short period or to a small d egree.

Unless a Fund has other liquid assets that are sufficient to satisfy the exercise of a call, the Fund would be required to liquidate portfolio securities in order to satisfy the exercise. Because an exercise must be settled within hours after receiving the notice of exercise, if the Fund fails to anticipate an exercise, it may have to borrow from a bank (in amounts not exceeding 331/3% of the Fund's total assets) pending settlement of the sale of securities in its portfolio and would incur interest charges thereon.

When a Fund has written a call, there is also a risk that the market may decline between the time the Fund has a call exercised against it, at a price that is fixed as of the closing level of the index on the date of exercise, and the time the Fund is able to sell stocks in its portfolio. As with stock options, the Fund will not learn that an index option has been exercised until the day following the exercise date but, unlike a call on stock where the Fund would be able to deliver the underlying securities in settlement, the Fund may have to sell part of its investment portfolio in order to make settlement in cash, and the price of such securities might decline before they can be sold. This timing risk makes certain strategies involving more than one option substantially more risky with index options than with stock options. For example, even if an index call that the Fund has written is "covered" by an index call held by the Fund with the same strike price, the Fund will bear the risk that the level of the index may decline between the close of trading on the date the exercise notice is filed with the clearing corporation and the close of trading on the date the Fund exercises the call it holds or the time the Fund sells the call that, in either case, would occur no earlier than the day following the day the exercise notice was filed.

If the Fund holds an index option and exercises it before final determination of the closing index value for that day, it runs the risk that the level of the underlying index may change before closing. If such a change causes the exercised option to fall out-of-the-money, the Fund will be required to pay the difference between the closing index value and the exercise price of the option (times the applicable multiplier) to the assigned writer. Although the Fund may be able to minimize this risk by withholding exercise instructions until just before the daily cutoff time or by selling rather than exercising an option when the index level is close to the exercise price, it may not be possible to eliminate this risk entirely because the cutoff times for index options may be earlier than those fixed for other types of options and may occur before definitive closing index values are announced.

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Futures Contracts. Each Fund may enter into futures contracts and related options that are traded on a commodities exchange or board of trade to reduce certain risks of its investments and to attempt to enhance returns, in each case in accordance with regulations of the CFTC. The Funds, and thus their investors, may lose money through any unsuccessful use of these strategies.

As a purchaser of a futures contract, a Fund incurs an obligation to take delivery of a specified amount of the obligation underlying the futures contract at a specified time in the future for a specified price. As a seller of a futures contract, the Fund incurs an obligation to deliver the specified amount of the underlying obligation at a specified time in return for an agreed upon price. A Fund may purchase futures contracts with respect to, but not limited to, debt securities, aggregates of debt securities, financial indexes and U.S. government securities including futures contracts or options linked to LIBOR. Eurodollar futures contracts are currently traded on the Chicago Mercantile Exchange. They enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. A Fund would use Eurodollar futures contracts and options thereon to hedge against ch anges in LIBOR, to which many interest rate swaps are linked. See the discussion of "Risks of Options Transactions."

A Fund will purchase or sell futures contracts for the purpose of hedging its portfolio (or anticipated portfolio) securities against changes in prevailing interest rates. If the Adviser anticipates that interest rates may rise and, concomitantly, the price of the Fund's securities holdings may fall, the Fund may sell a futures contract. If declining interest rates are anticipated, the Fund may purchase a futures contract to protect against a potential increase in the price of securities the Fund intends to purchase. Subsequently, appropriate securities may be purchased by the Fund in an orderly fashion; as securities are purchased, corresponding futures positions would be terminated by offsetting sales of contracts. In addition, futures contracts will be bought or sold in order to close out a short or long position in a corresponding futures contract.

Although most futures contracts call for actual delivery or acceptance of securities, the contracts usually are closed out before the settlement date without the making or taking of delivery. A futures contract sale is closed out by effecting a futures contract purchase for the same aggregate amount of the specific type of security and the same delivery date. If the sale price exceeds the offsetting purchase price, the seller would be paid the difference and would realize a gain. If the offsetting purchase price exceeds the sale price, the seller would pay the difference and would realize a loss. Similarly, a futures contract purchase is closed out by effecting a futures contract sale for the same aggregate amount of the specific type of security and the same delivery date. If the offsetting sale price exceeds the purchase price, the purchaser would realize a gain, whereas if the purchase price exceeds the offsetting sale price, the purchaser would realize a loss. There is no assurance that the Fund will be able to enter into a closing transaction.

When a Fund enters into a futures contract it is initially required to deposit with its Custodian, in a segregated account in the name of the broker performing the transaction an "initial margin" of cash or other liquid securities equal to approximately 2-3% of the contract amount. Initial margin requirements are established by the exchanges on which futures contracts trade and may, from time to time, change. In addition, brokers may establish margin deposit requirements in excess of those required by the exchanges.

Initial margin in futures transactions is different from margin in securities transactions in that initial margin does not involve the borrowing of funds by a brokers' client but is, rather, a good faith deposit on a futures contract that will be returned to the Fund upon the proper termination of the futures contract. The margin deposits made are marked-to-market daily and the Fund may be required to make subsequent deposits into the segregated account, maintained at its Custodian for that purpose, or cash or U.S. government securities, called "variation margin," in the name of the broker, which are reflective of price fluctuations in the futures contract.

Each of the Conservative Allocation and Moderate Allocation Funds may also invest in futures contracts on interest rate swaps ("Swap Futures") to hedge the Fund's assets, that is, to protect the Fund's assets from a decline in value.

Futures contracts on Swap Futures, introduced by the Chicago Board of Trade in October 2001, are a vehicle for hedging credit and interest rate exposure, referenced to long-dated LIBOR. Swap Futures cash settle at expiration at a price based on the International Swaps and Derivatives Association Benchmark Rate for a 10-year U.S. dollar interest rate swap on the last day of trading, as published on the following business day by the Federal Reserve Board in its Daily Update to the H.15 Statistical Release. Swap Futures attempt to replicate the pricing of interest rate swaps.

The $100,000 par value trading unit of a Swap Futures contract represents the fixed-rate side of a 10-year interest rate swap with a $100,000 notional value that exchanges semiannual fixed-rate payments at a 6% annual rate for floating-rate payments based on 3-month LIBOR. Swap Futures trade in price terms quoted in points ($1,000) and 32nds of a point ($31.25) of the $100,000 notional par value. The contract settlement-date cycle is March, June, September and December, which is comparable to other fixed-income futures contracts.

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Because Swap Futures are traded on an exchange and cleared through the AAA-rated Chicago Board of Trade Clearing Corporation, there is minimal counterparty or default risk, although, as with all futures contracts, the Fund could experience delays and/or losses associated with the bankruptcy of a broker through which the Fund engages in futures transactions or the failure of the Chicago Board of Trade Clearing Corporation. Investing in Swap Futures is subject to the same risks of investing in other futures contracts on financial instruments.

Options on Futures Contracts. The Funds may each purchase call and put options on futures contracts that are traded on an exchange and enter into closing transactions with respect to such options to terminate an existing position. An option on a futures contract gives the purchaser the right (in return for the premium paid), and the writer the obligation, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the term of the option. Upon exercise of the option, the assumption of an offsetting futures position by the writer and holder of the option will be accompanied by delivery of the accumulated cash balance in the writer's futures margin account that represe nts the amount by which the market price of the futures contract at exercise exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option on the futures contract.

A Fund may only write "covered" put and call options on futures contracts. A Fund will be considered "covered" with respect to a call option it writes on a futures contract if the Fund owns the assets that are deliverable under the futures contract or an option to purchase that futures contract having a strike price equal to or less than the strike price of the "covered" option and having an expiration date not earlier than the expiration date of the "covered" option, or if it segregates for the term of the option cash or other liquid assets equal to the fluctuating value of the optioned future. A Fund will be considered "covered" with respect to a put option it writes on a futures contract if it owns an option to sell that futures contract having a strike price equal to or greater than the strike price of the "covered" option, or if it segregates for the term of the option cash or other liquid assets at all times equal in value to the exercise price of the put (less any initial margin deposited by the Fund with its Custodian with respect to such option). There is no limitation on the amount of a Fund's assets that can be segregated.

A Fund will purchase options on futures contracts for identical purposes to those set forth above for the purchase of a futures contract (purchase of a call option or sale of a put option) and the sale of a futures contract (purchase of a put option or sale of a call option), or to close out a long or short position in futures contracts. If, for example, the Adviser wished to protect against an increase in interest rates and the resulting negative impact on the value of a portion of its U.S. government securities holdings, it might purchase a put option on an interest rate futures contract, the underlying security that correlates with the portion of the securities holdings the Adviser seeks to hedge.

Risks of Transactions in Futures Contracts and Related Options. A Fund's successful use of futures contracts and related options depends upon the Adviser's ability to predict the direction of the market and is subject to various additional risks. The correlation between movements in the price of a futures contract and the price of the securities or currencies being hedged is imperfect and there is a risk that the value of the securities or currencies being hedged may increase or decrease at a greater rate than a specified futures contract resulting in losses to a Fund.

A Fund may sell a futures contract to protect against the decline in the value of securities held by the Fund. However, it is possible that the futures market may advance and the value of securities held in the Fund's portfolio may decline. If this were to occur, the Fund would lose money on the futures contracts and also experience a decline in value in its portfolio securities.

If a Fund purchases a futures contract to hedge against the increase in value of securities it intends to buy, and the value of such securities decreases, then the Fund may determine not to invest in the securities as planned and will realize a loss on the futures contract that is not offset by a reduction in the price of the securities.

As described above, a Fund's futures-related investment activity will be limited in accordance with one (or both) of the Alternative Commodity Trading Limits. In addition, if a Fund maintains a short position in a futures contract, it will cover this position by segregating cash or other liquid assets equal in value (when added to any initial or variation margin on deposit) to the market value of the securities underlying the futures contract. Such a position may also be covered by owning the securities underlying the futures contract, or by holding a call option permitting the Fund to purchase the same contract at a price no higher than the price at which the short position was established. If a Fund holds a long position in a futures contract, it will segregate cash or other liquid assets equal to the purchase price of the contract (less the amount of initial or variation margin on deposit). Alternat ively, the Fund could cover its long position by purchasing a put option on the same futures contract with an exercise price as high or higher than the price of the contract held by the Fund.

Exchanges limit the amount by which the price of a futures contract may move on any day. If the price moves equal the daily limit on successive days, then it may prove impossible to liquidate a futures position until the daily limit moves have ceased. In the event of adverse price movements, the Fund would continue to be required to make daily cash payments of variation margin on open futures positions. In such situations, if the Fund has insufficient cash, it may be disadvantageous to do so.

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In addition, the Fund may be required to take or make delivery of the instruments underlying futures contracts it holds at a time when it is disadvantageous to do so. The ability to close out options and futures positions could also have an adverse impact on the Fund's ability to hedge its portfolio effectively.

In the event of the bankruptcy of a broker through which a Fund engages in transactions in futures or options thereon, the Fund could experience delays and/or losses in liquidating open positions purchased or sold through the broker and/or incur a loss of all or part of its margin deposits with the broker. Transactions are entered into by the Fund only with brokers or financial institutions deemed creditworthy by the Adviser.

There are risks inherent in the use of futures contracts and options transactions for the purpose of hedging a Fund's securities. One such risk that may arise in employing futures contracts to protect against the price volatility of portfolio securities is that the prices of securities subject to futures contracts (and thereby the futures contract prices) may correlate imperfectly with the behavior of the cash prices of the Fund's portfolio securities. Another such risk is that prices of futures contracts may not move in tandem with the changes in prevailing interest rates against which a Fund seeks a hedge. A correlation may also be distorted by the fact that the futures market is dominated by short-term traders seeking to profit from the difference between a contract or security price objective and their cost of borrowed funds. Such distortions are generally minor and would diminish as the contract a pproached maturity.

Successful use of futures contracts is also subject to the ability of an Adviser to forecast movements in the direction of the market and interest rates and other factors affecting equity securities and currencies generally. In addition, there may exist an imperfect correlation between the price movements of futures contracts purchased by a Fund and the movements in the prices of the securities that are the subject of the hedge. If participants in the futures market elect to close out their contracts through offsetting transactions rather than meet margin deposit requirements, distortions in the normal relationships between the debt securities and futures market could result. Price distortions could also result if investors in futures contracts elect to make or take delivery of underlying securities rather than engage in closing transactions due to the resultant reduction in the liquidity of the future s market. In addition, due to the fact that, from the point of view of speculators, the deposit requirements in the futures markets are less onerous than margin requirements in the cash market, increased participation by speculators in the futures markets could cause temporary price distortions. Due to the possibility of price distortions in the futures market and because of the imperfect correlation between movements in the prices of securities and movements in the prices of futures contracts, a correct forecast of interest rate trends by the Adviser may still not result in a successful hedging transaction.

Compared to the purchase or sale of futures contracts, the purchase of call or put options on futures contracts involves less potential risk to a Fund because the maximum amount at risk is the premium paid for the options (plus transaction costs). However, there may be circumstances when the purchase of a call or put option on a futures contract would result in a loss to a Fund notwithstanding that the purchase or sale of a futures contract would not result in a loss, as in the instance where there is no movement in the prices of the futures contracts or underlying U.S. government securities.

Options on Currencies. Instead of purchasing or selling futures, options on futures or forward currency exchange contracts, the Funds may each attempt to accomplish similar objectives by purchasing put or call options on currencies either on exchanges or in over-the-counter markets or by writing put options or covered call options on currencies. A put option gives a Fund the right to sell a currency at the exercise price until the option expires. A call option gives a Fund the right to purchase a currency at the exercise price until the option expires. Both types of options serve to insure against adverse currency price movements in the underlying portfolio assets designated in a given currency.

Risks of Options on Foreign Currencies. Because there are two currencies involved, developments in either or both countries affect the values of options on foreign currencies. Risks include government actions affecting currency valuation and the movements of currencies from one country to another. The quantity of currency underlying option contracts represent odd lots in a market dominated by transactions between banks; this can mean extra transaction costs upon exercise. Option markets may be closed while round-the-clock interbank currency markets are open, and this can create price and rate discrepancies.

Foreign Currency Forward Contracts. Each Fund may enter into foreign currency forward contracts to protect the value of its portfolio against future changes in the level of currency exchange rates. A Fund may enter into such contracts on a spot, i.e., cash, basis at the rate then prevailing in the currency exchange market or on a forward basis, by entering into a forward contract to purchase or sell currency. A forward contract on foreign currency is an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days agreed upon by the parties from the date of the contract at a price set on the date of the contract.

A Fund's dealings in forward contracts will be limited to hedging involving either specific transactions or portfolio positions. Transaction hedging is the purchase or sale of a forward contract with respect to specific receivables or payables of the Fund generally arising in connection with the purchase or sale of its portfolio securities and accruals of interest or

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dividends receivable and Fund expenses. Position hedging is (1) the sale of a foreign currency with respect to portfolio security positions denominated or quoted in that currency or in a currency bearing a substantial correlation to the value of that currency (cross-hedge) when the Adviser believes that such currency may decline against the U.S. dollar or (2) the purchase of a foreign currency when the Adviser believes that the U.S. dollar may decline against that foreign currency. Although there are no limits on the number of forward contracts that a Fund may enter into, a Fund may not position hedge with respect to a particular currency for an amount greater than the aggregate market value (determined at the time of making any purchase or sale of foreign currency) of the securities being hedged.

The Funds may each enter into foreign currency forward contracts in several circumstances. When a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when a Fund anticipates the receipt in a foreign currency of dividends or interest payments on a security that it holds, the Fund may desire to "lock-in" the U.S. dollar price of the security or the U.S. dollar equivalent of such dividend or interest payment, as the case may be. By entering into a forward contract for a fixed amount of dollars, for the purchase or sale of the amount of foreign currency involved in the underlying transactions, a Fund may be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the foreign currency during the period between the date on which the security is purchased or sold, or on which the dividen d or interest payment is declared, and the date on which such payments are made or received.

The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. A Fund does not intend to enter into such forward contracts to protect the value of its portfolio securities on a regular or continuous basis. A Fund does not intend to enter into such forward contracts or maintain a net exposure to such contracts where the consummation of the contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund's securities holdings or other assets denominated in that currency.

A Fund generally will not enter into a forward contract with a term of greater than one year. At the maturity of a forward contract, the Fund may either sell the portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader obligating it to purchase, on the same maturity date, the same amount of the foreign currency.

It is impossible to forecast with absolute precision the market value of a particular portfolio security at the expiration of the forward contract. Accordingly, if a decision is made to sell the security and make delivery of the foreign currency and if the market value of the security is less than the amount of foreign currency that the Fund is obligated to deliver, then it would be necessary for the Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase).

If the Fund retains the portfolio security and engages in an offsetting transaction, the Fund will incur a gain or a loss to the extent that there has been movement in forward contract prices. Should forward contract prices decline during the period between the Fund's entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the Fund will realize a gain to the extent that the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward contract prices increase, the Fund will suffer a loss to the extent that the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.

A Fund's dealing in forward foreign currency exchange contracts will generally be limited to the transactions described above. Of course, a Fund is not required to enter into such transactions with regard to its foreign currency-denominated securities. It also should be recognized that this method of protecting the value of a Fund's securities holdings against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities that are unrelated to exchange rates. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they tend to limit any potential gain that might result should the value of such currency increase.

Although each Fund values its assets daily in terms of U.S. dollars, it does not intend physically to convert its holdings of foreign currencies into U.S. dollars on a daily basis. It will do so from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the spread) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer.

An Adviser may use foreign currency hedging techniques, including cross-currency hedges, to attempt to protect against declines in the U.S. dollar value of income available for distribution to shareholders and declines in the NAV of a Fund's shares resulting from adverse changes in currency exchange rates. For example, the return available from securities denominated in

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a particular foreign currency would diminish in the event the value of the U.S. dollar increased against such currency. Such a decline could be partially or completely offset by an increase in value of a position hedge involving a foreign currency forward contract to (1) sell the currency in which the position being hedged is denominated, or a currency bearing a substantial correlation to the value of such currency, or (2) purchase either the U.S. dollar or a foreign currency expected to perform better than the currency being sold. Position hedges may, therefore, provide protection of NAV in the event of a general rise in the U.S. dollar against foreign currencies. However, a cross-currency hedge cannot protect against exchange rates perfectly, and if the Adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.

Indexed Commercial Paper. Each Fund may invest in commercial paper that is indexed to certain specific foreign currency exchange rates. The terms of such commercial paper provide that its principal amount is adjusted upwards or downwards (but not below zero) at maturity to reflect changes in the exchange rate between two currencies while the obligation is outstanding. A Fund will purchase such commercial paper with the currency in which it is denominated and, at maturity, will receive interest and principal payments thereon in that currency, but the amount of principal payable by the issuer at maturity will change in proportion to the change (if any) in the exchange rate between the two specified currencies between the date the instrument is issued and the date the instrument matur es. With respect to its investments in this type of commercial paper, a Fund will segregate cash or other liquid assets having a value at least equal to the aggregate principal amount of outstanding commercial paper of this type. While such commercial paper entails the risk of loss of principal, the potential for realizing gains as a result of changes in foreign currency exchange rates enables the Fund to hedge (or cross-hedge) against a decline in the U.S. dollar value of investments denominated in foreign currencies while providing an attractive money market rate of return.

Limitations on Purchase and Sale of Stock Options and Options on Stock Indexes, Foreign Currencies and Futures Contracts on Foreign Currencies. A Fund may write put and call options on stocks only if they are covered, and such options must remain covered so long as the Fund is obligated as a writer. Each Fund will write put options on foreign currencies and futures contracts on foreign currencies for bona fide hedging purposes only if there is segregated with the Fund's Custodian or on its records an amount of cash or other liquid assets equal to or greater than the aggregate exercise price of the puts.

Except as described below, a Fund will write call options on indexes only if on such date it holds a portfolio of stocks at least equal to the value of the index times the multiplier times the number of contracts. When a Fund writes a call option on a broadly-based stock market index, the Fund will segregate, or pledge to a broker as collateral for the option, cash, other liquid assets or at least one "qualified securities" with a market value at the time the option is written of not less than 100% of the current index value times the multiplier times the number of contracts.

If a Fund has written an option on an industry or market segment index, it will segregate, or pledge to a broker as collateral for the option, at least ten "qualified securities," which are stocks of issuers in such industry or market segment, with a market value at the time the option is written of not less than 100% of the current index value times the multiplier times the number of contracts. Such stocks will include stocks that represent at least 50% of the weighting of the industry or market segment index and will represent at least 50% of the Fund's holdings in that industry or market segment. No individual security will represent more than 15% of the amount so segregated or pledged in the case of broadly-based stock market index options or 25% of such amount in the case of industry or market segment index options.

If at the close of business on any day the market value of such qualified securities so segregated or pledged falls below 100% of the current index value times the multiplier times the number of contracts, the Fund will so segregate or pledge an amount in cash or other liquid assets equal in value to the difference. In addition, when a Fund writes a call on an index that is in-the-money at the time the call is written, the Fund will segregate or pledge to the broker as collateral cash or other liquid assets equal in value to the amount by which the call is in-the-money times the multiplier times the number of contracts. Any amount segregated pursuant to the foregoing sentence may be applied to the Fund's obligation to segregate additional amounts in the event that the market value of the qualified securities falls below 100% of the current index value times the multiplier times the number of contracts. A "qualified security" is an equity security that is listed on a national securities exchange or listed on Nasdaq against which a Fund has not written a stock call option and that has not been hedged by the Fund by the sale of stock index futures. However, if the Fund holds a call on the same index as the call written where the exercise price of the call held is equal to or less than the exercise price of the call written or greater than the exercise price of the call written if the difference is segregated by the Fund in cash or other liquid assets, it will not be subject to the requirements described in this paragraph.

A Fund may engage in futures contracts and options on futures transactions as a hedge against changes, resulting from market or political conditions, in the value of the currencies to which the Fund is subject or to which the Fund expects to be subject in connection with future purchases. A Fund may engage in such transactions when they are economically appropriate

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for the reduction of risks inherent in the ongoing management of the Fund. A Fund may write options on futures contracts to realize through the receipt of premium income a greater return than would be realized in the Fund's securities holdings alone.

A Fund's purchases and sales of futures contracts and purchase and writing of options on futures contracts will be for the purpose of protecting its portfolio against anticipated future changes in foreign currency exchange rates which might otherwise either adversely affect the value of the Fund's portfolio securities or adversely affect the prices of securities that the Fund intends to purchase at a later date, and to seek to preserve or enhance the Fund's return.

Under regulations of the Commodity Exchange Act, investment companies registered under the 1940 Act, are exempt from the definition of "commodity pool operator," subject to compliance with certain conditions.

The Alternative Commodity Trading Limits are based on provisional no-action relief issued by the CFTC. If this relief is modified or terminated, a Fund will limit its futures-related investment activity accordingly so that it will be excluded from the definition of the term "commodity pool operator" under applicable rules and regulatory relief issued by the CFTC. In the event that any final rule adopted by the CFTC with respect to this exemption permits greater ability to invest in futures-related instruments, each Fund may avail itself of this relief.

In addition, CFTC regulations may impose limitations on a Funds' ability to engage in certain return enhancement and risk management strategies. There are no limitations on a Funds' use of futures contracts and options on futures contracts beyond the restrictions set forth above.

Although each Fund intends to purchase or sell futures and options on futures only on exchanges where there appears to be an active market, there is no guarantee that an active market will exist for any particular contract or at any particular time. If there is not a liquid market at a particular time, it may not be possible to close a futures position at such time, and, in the event of adverse price movements, each Fund would continue to be required to make daily cash payments of variation margin. However, when futures positions are used to hedge portfolio securities, such securities will not be sold until the futures positions can be liquidated. In such circumstances, an increase in the price of securities, if any, may partially or completely offset losses on the futures contracts.

Other Investment Strategies

Lending of Securities. Consistent with applicable regulatory requirements, each Fund may lend portfolio securities to brokers, dealers and other financial institutions, provided that such loans are callable at any time by a Fund, and are at all times secured by cash or equivalent collateral (including a line of credit) that is equal to at least 100% of the market value, determined daily, of the loaned securities. The collateral is segregated pursuant to applicable regulations. During the time portfolio securities are on loan, the borrower will pay the Fund an amount equivalent to any dividend or interest paid on such securities and the Fund may invest the cash collateral and earn additional income, or it may receive an agreed-upon amount of interest income from the borrower. A Fund cannot lend more than 331/3% of the value of its total assets (including the amount of the loan collateral). The advantage of such loans is that a Fund continues to receive the income on the loaned securities while at the same time earning interest on the cash amounts deposited as collateral, which will be invested in short-term obligations.

A loan may be terminated by the borrower on one business day's notice, or by a Fund on two business days' notice. If the borrower fails to maintain the requisite amount of collateral, the loan automatically terminates and the Fund could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over collateral. If the borrower fails to deliver the loaned securities within two days after receipt of notice, a Fund could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over collateral. As with any extensions of credit, there are risks of delay in recovery and in some cases even loss of rights in the collateral should the borrower of the securities fail financially. However, these loans of portfolio securities will only be made to firms deemed by the Adviser to be creditworthy and when th e income that can be earned from such loans justifies the attendant risks. Upon termination of the loan, the borrower is required to return the securities to a Fund. Any gain or loss in the market price during the loan period would inure to a Fund. The creditworthiness of firms to which a Fund lends its portfolio securities will be monitored on an ongoing basis by its Adviser(s) pursuant to procedures adopted and reviewed, on an ongoing basis, by the Trustees.

Since voting or consent rights that accompany loaned securities pass to the borrower, a Fund will follow the policy of calling the loaned securities, in whole or in part as may be appropriate, to be delivered within one day after notice, to permit the exercise of such rights if the matters involved would have a material effect on a Fund's investment in such loaned securities. A Fund may pay reasonable finders', administrative and custodial fees in connection with a loan of its securities or may share the interest earned on collateral with the borrower.

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When-Issued and Delayed Delivery Securities. Each Fund may purchase or sell securities on a when-issued or delayed-delivery basis. When-issued or delayed-delivery transactions arise when securities are purchased or sold by a Fund with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield to the Fund at the time of entering into the transaction. A Fund will segregate cash or other liquid assets having a value equal to or greater than the Fund's purchase commitments. The securities so purchased are subject to market fluctuation and no interest accrues to the purchaser during the period between purchase and settlement. At the time of delivery of the securities, the value may be more or less than the purchase pr ice and an increase in the percentage of a Fund's assets committed to the purchase of securities on a when-issued or delayed delivery basis may increase the volatility of a Fund's NAV.

Short Sales. Each Fund may sell a security it does not own in anticipation of a decline in the market value of that security (i.e., make short sales). Generally, to complete the transaction, a Fund will borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay to the lender any interest that accrues during the period of the loan. To borrow the security, the Fund may be required to pay a premium that would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker to the extent necessary to meet margin requirements until the short position is closed out. Until the Fund replaces the borrowed security, it will (1) segregate on its records or with its Custodian cash or other liquid assets at such a level that the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current market value of the security sold short and will not be less than the market value of the security at the time it was sold short or (2) otherwise cover its short position.

A Fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will realize a gain if the security declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss will be increased, by the amount of any premium or interest paid in connection with the short sale. No more than 5% of the Fund's net assets will be, when added together: (1) deposited as collateral for the obligation to replace securities borrowed to effect short sales and (2) segregated in connection with short sales.

Each Fund may also make short sales against-the-box. A short sale against-the-box is a short sale in which the Fund owns an equal amount of the securities sold short or securities convertible into or exchangeable for, with or without payment of any further consideration, such securities; provided that if further consideration is required in connection with the conversion or exchange, cash or other liquid assets, in an amount equal to such consideration must be segregated for an equal amount of the securities of the same issuer as the securities sold short.

Borrowing. Each Fund may borrow from banks or through dollar rolls or reverse repurchase agreements an amount equal to no more than 331/3% of the value of its total assets (calculated when the loan is made) for temporary, extraordinary or emergency purposes, for the clearance of transactions or to take advantage of investment opportunities. Eac h Fund may pledge its assets to secure these borrowings.

If a Fund borrows to invest in securities, or if a Fund purchases securities at a time when borrowings exceed 5% of its total assets, any investment gains made on the securities in excess of interest paid on the borrowing will cause the NAV of the shares to rise faster than would otherwise be the case. On the other hand, if the investment performance of the additional securities purchased fails to cover their cost (including any interest paid on the money borrowed) to a Fund, the NAV of the Fund's shares will decrease faster than would otherwise be the case. This is the speculative characteristic known as "leverage." See "Reverse Repurchase Agreements and Dollar Rolls" above.

If any Fund's asset coverage for borrowings falls below 300%, such Fund will take prompt action (within 3 days) to reduce its borrowings even though it may be disadvantageous from an investment standpoint to sell securities at that time.

Segregated Assets

When a Fund is required to segregate assets in connection with certain portfolio transactions, it will designate cash or liquid assets as segregated on its records or with the Trust's Custodian, The Bank of New York (BNY). On or about October 17, 2005, PFPC Trust Company (PFPC) will become the Trust's Custodian. "Liquid assets" mean cash, U.S. government securities, equity securities (including foreign securities), debt securities or other liquid, unencumbered assets equal in value to its obligations in respect of potentially leveraged transactions, marked-to-market daily. These include forward contracts, when-issued and delayed delivery securities, futures contracts, written options and options on futures contracts (unless otherwise covered). If collateralized or otherwise covered, in accordance with Commission guidelines, these will not be deemed to be senior securities.

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Defensive Strategy and Short-term Investments

When conditions dictate a temporary defensive strategy or pending investment of proceeds from sales of the Funds' shares, the Funds may invest without limit in money market instruments, including commercial paper of domestic and foreign corporations, certificates of deposit, bankers' acceptances and other obligations of domestic and foreign banks, and obligations issued or guaranteed by the U.S. government, its instrumentalities and its agencies. Commercial paper will be rated, at the time of purchase, at least "A-2" by S&P or "Prime-2" by Moody's, or the equivalent by another NRSRO or, if not rated, issued by an entity having an outstanding unsecured debt issue rated at least "A" or "A-2" by S&P or "A" or "Prime-2" by Moody's or the equivalent by another NRSRO. In addition, each Fund may invest without limit in corporate and other debt obligations and in repurchase agreements when its Adviser( s) believes that a temporary defensive position is appropriate.

Portfolio Turnover

Portfolio turnover rate is generally the percentage computed by dividing the lesser of portfolio purchases or sales (excluding all securities, including options, whose maturities or expiration date at acquisition were one year or less) by the monthly average value of the long-term portfolio. High portfolio turnover (100% or more) may involve correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by each Fund. See "Brokerage Allocation and Other Practices." In addition, high portfolio turnover may result in increased short-term capital gains, which when distributed to shareholders, are treated as ordinary income. See "Taxes, Dividends, and Distributions." The Conservative Allocation and Moderate Allocation Funds experienced higher than-expected portfolio turnover during the fiscal year ended July 31, 2005 as a result of investments in dollar rolls. D ollar rolls are described in this SAI under "Description of the Funds, Their Investments and Risks-Reverse Repurchase Agreements and Dollar Rolls."

The portfolio turnover rates for the Funds for the two fiscal years ended July 31, were as follows:

Fund	FYE July 31, 2005			FYE July 31, 2004
Conservative Allocation Fund		379	%		160	%
Moderate Allocation Fund		285	%		100	%
Growth Allocation Fund		200	%		79	%

INVESTMENT RESTRICTIONS

The Trust has adopted the investment restrictions listed below as fundamental policies. Under the Investment Company Act of 1940, as amended (1940 Act), a fundamental policy may not be changed without the approval of the holders of a majority of a Fund's outstanding voting securities. A "majority of the outstanding voting securities", when used in this SAI, means the lesser of (1) 67% of the shares represented at a meeting at which more than 50% of the outstanding voting shares are present in person or represented by proxy or (2) more than 50% of the outstanding voting shares.

Each Fund may not:

1.  Purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the 1940 Act Laws and Interpretations) or to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the 1940 Act Laws, Interpretations and Exemptions). Each Fund is a "diversified company" as defined in the 1940 Act.

2.  Issue senior securities or borrow money or pledge its assets, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.

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

4.  Make loans, except through loans of assets of the Fund or through repurchase agreements, provided that for purposes of this limitation, the acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers' acceptances or similar instruments will not be considered the making of a loan.

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

6.  Act as underwriter except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws. Each Fund may purchase restricted securities without limit.

For purposes of investment restriction number 1, each Fund may not purchase any security (other than obligations of the U.S. government, its agencies or instrumentalities) if as a result: (i) with respect to 75% of a Fund's total assets, more than 5% of such assets (determined at the time of investment) would then be invested in securities of a single issuer, or (ii) 25% or more of the Fund's total assets (determined at the time of investment) would be invested in a single industry.

For purposes of investment restriction number 2, under the 1940 Act, each Fund can borrow money from a bank provided that immediately after such borrowing there is asset coverage of at least 300% for all borrowings. If the asset coverage falls below 300%, the Fund must, within three business days, reduce the amount of its borrowings to satisfy the 300% requirement.

Whenever any fundamental investment policy or investment restriction states a maximum percentage of a Fund's assets, it is intended that if the percentage limitation is met at the time the investment is made, a later change in percentage resulting from changing total or NAV will not be considered a violation of such policy.

As a matter of non-fundamental operating policy, a Fund will not purchase rights if as a result the Fund would then have more than 5% of its assets (determined at the time of investment) invested in rights.

As a non-fundamental operating policy, a Fund may not invest in the securities of other investment companies, except that (1) subject to certain restrictions, each Fund may purchase securities of other investment companies in the open market involving customary brokerage commissions, and (2) pursuant to an SEC exemptive order, each Fund may invest up to 25% of its total assets in shares of an affiliated mutual fund.

MANAGEMENT OF THE TRUST

Information pertaining to the Trustees of the Trust is set forth below. Trustees who are not deemed to be "interested persons" of the Trust, as defined in the 1940 Act, are referred to as "Independent Trustees." Trustees who are deemed to be "interested persons" of the Trust are referred to as "Interested Trustees." "Fund Complex" consists the Trust and any other investment companies managed by PI.

Independent Trustees

Name, Address1 and Age	Position(s) Held with each Trust	Term of2 Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex† Currently Overseen by Trustee		Other Directorships3 Held by Trustee
Linda W. Bynoe (53)	Trustee	Since 2005	President and Chief Executive Officer (since March 1995) of Telemat Ltd.; formerly Vice President at Morgan Stanley & Co.		88	Director of Dynegy Inc. (since September 2002) and Simon Property Group, Inc. (since May 2003).
David E. A. Carson (71)	Trustee	Since 2003	Director (January 2000-May 2000), Chairman (January 1999-December 1999), Chairman and Chief Executive Officer (January 1998-December 1998) and President, Chairman and Chief Executive Officer of People's Bank (1983-1997).		92	None

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Name, Address1 and Age	Position(s) Held with each Trust	Term of2 Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex† Currently Overseen by Trustee		Other Directorships3 Held by Trustee
Robert E. La Blanc (71)	Trustee	Since 1999	President (since 1981) of Robert E. La Blanc Associates, Inc. (telecommunications); formerly General Partner at Salomon Brothers and Vice-Chairman of Continental Telecom. Trustee of Manhattan College.		89	Chartered Semiconductor Manufacturing, Ltd. (since 1998); Titan Corporation (electronics) (since 1995); Computer Associates International, Inc. (since 2002) (software Company); FiberNet Telecom Group Inc. (telecom company) (since 2003); Director (since 1999) of The High Yield Plus Fund, Inc.
Douglas H. McCorkindale (66)	Trustee	Since 1998	Chairman (since February 2001) of Gannett Co. Inc. (publishing and media); formerly Chief Executive Officer (June 2000-July 2005), President (September 1997-July 2005) and Vice Chairman (March 1984-May 2000) of Gannett Co. Inc.		89	Director of Gannett Co., Inc., Director of Continental Airlines, Inc., (since May 1993), Director of Lockheed Martin Corp. (aerospace and defense) (since May 2001); Director of The High Yield Plus Fund, Inc. (since 1996).
Richard A. Redeker (62)	Trustee	Since 2003	Management Consultant; Director of Invesmart Inc. (since 2001) and Director of PennTank Lines, Inc. (since 1999).		89	None
Robin B. Smith (65)	Trustee	Since 2003	Chairman of the Board (since January 2003) of Publishers Clearing House (direct marketing), formerly Chairman and Chief Executive Officer (August 1996-January 2003) of Publishers Clearing House.		90	Director of BellSouth Corporation (since 1992).
Stephen G. Stoneburn (62)	Trustee	Since 1999	President and Chief Executive Officer (since June 1996) of Quadrant Media Corp. (a publishing company); formerly President (June 1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice President and Managing Director (January 1993-1995)of Cowles Business Media and Senior Vice President of Fairchild Publications, Inc. (1975-1989).		89	None
Clay T. Whitehead (66)	Trustee	Since 1999	President (since 1983) of National Exchange Inc. (new business development firm).		90	Director (since 2000) of the High Yield Plus Fund, Inc.

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Interested Trustees⁴

Name, Address1 and Age	Position(s) Held with each Trust	Term of2 Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex† Currently Overseen by Trustee		Other Directorships3 Held by Trustee
Judy A. Rice (57)	Trustee and  President	Since 2000 Since 2003	President, Chief Executive Officer, Chief Operating Officer and Officer-In-Charge (since 2003) of Prudential Investments LLC (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 Incorporated (Prudential Securities); and various positions to Managing Director (1975-1992) of Salomon Smith Barney; Member of Board of Governors of the Money Management In stitute.		89	None
Robert F. Gunia (58)	Trustee and Vice President	Since 1999	Executive Vice President and Chief Administrative Officer (since June 1999) of PI; Executive Vice President (since January 1996) of PI; President (since April 1999) of Prudential Investment Management Services LLC (PIMS); 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.		160	Vice President and Director (since May 1989) of The Asia Pacific Fund, Inc.

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

Officers

Name, Address1 and Age	Position(s) with the Trust	Term of Office2 and Length of Time Served	Principal Occupations During Past 5 Years
Deborah A. Docs (47)	Secretary	Since 2005	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.

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Name, Address1 and Age	Position(s) with the Trust	Term of Office2 and Length of Time Served	Principal Occupations During Past 5 Years
Jonathan D. Shain (47)	Assistant Secretary	Since 2005	Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2003) of American Skandia Investment Services, Inc. and American Skandia Fund Services, Inc.
Kathryn L. Quirk (52)	Chief Legal Officer	Since 2005	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.
Grace C. Torres (46)	Treasurer and Principal Financial and Accounting Officer	Since 1998	Senior Vice President (since January 2000) of PI; Senior Vice President and Assistant Treasurer (since May 2003) of American Skandia Investment Services, Inc. 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.
Lee D. Augsburger (46)	Chief Compliance Officer	Since 2004	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.
Maryanne Ryan (40)	Anti-Money Laundering Compliance Officer	Since 2002	Vice President, Prudential (since November 1998); First Vice President of Prudential Securities (March 1997-May 1998); Anti-Money Laundering Officer of American Skandia Investment Services, Inc., American Skandia Advisory Services, Inc. and American Skandia Marketing, Inc.

¹  Unless otherwise noted, the address of the Trustees and Officers is c/o Prudential Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077.

²  There is no set term of office for Trustees and Officers. The Independent Trustees have adopted a retirement policy, which calls for retirement of Trustees on December 31 of the year in which they reach the age of 75. The table shows the number of years for which they have served as Trustee and/or Officer.

³  This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., "public companies") or other investment companies registered under the 1940 Act.

⁴  "Interested" Trustee, as defined in the 1940 Act, by reason of employment with the Manager, an Adviser or the Distributor.

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

The Trust has Trustees who, in addition to overseeing the actions of the Fund's Manager, Advisers and Distributor, decide upon matters of general policy in accordance with the laws of the State of Delaware and the 1940 Act. In addition to their functions set forth under "Investment Advisory and Other Services-Manager and Advisers" and "Principal Underwriter, Distributor and Rule 12b-1 Plans," the Trustees also review the actions of the Trust's Officers, who conduct and supervise the daily business operations of the Fund. Pursuant to the Trust's Agreement and Declaration of Trust, the Board may contract for advisory and management services for the Trust or for any of its series (or class thereof) Any such contract may permit the Manager to delegate certain or all of its duties under such contracts to qualified investment advisers and administrators.

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

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

Standing Board Committees

The Board has established three standing committees in connection with the governance of the Trust-Audit, Nominating and Governance, and Valuation.

Audit Committee. The Audit Committee consists of the following Independent Trustees: Ms. Bynoe, Messrs. Carson (Chair), Stoneburn and Whitehead. The Board has determined that each member of the Audit Committee is not an "interested person" as

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defined in the 1940 Act. The responsibilities of the Audit Committee are to assist the Board in overseeing the Funds' independent registered public accounting firm, accounting policies and procedures, and other areas relating to the Funds' auditing processes. The scope of the Audit Committee's responsibilities is oversight. It is management's responsibility to maintain appropriate systems for accounting and internal control and the independent registered public accounting firm's responsibility to plan and carry out an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee met four times during the fiscal year ended July 31, 2005.

Nominating and Governance Committee. The Nominating and Governance Committee of the Board is responsible for nominating trustees and making recommendations to the Board concerning Board composition, committee structure and governance, director education, and governance practices. The members of the Nominating and Governance Committee are Mr. Redeker (Chair), Mr. LaBlanc, Mr. McCorkindale and Ms. Smith (ex-officio). The Board has determined that each member of the Nominating and Governance Committee is not an "interested person" as defined in the 1940 Act. The Nominating and Governance Committee met three times during the fiscal year ended July 31, 2005. The Nominating and Governance Committee Charter is available on the Funds' website at www.strategicpartners.co m.

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

A shareholder who wishes to recommend a trustee nominee should submit his or her recommendation in writing to the Chair of the Board (Robin Smith) or the Chair of the Nominating and Governance Committee (Richard Redeker), in either case at Strategic Partners Asset Allocation Funds, P.O. Box 13964, Philadelphia, PA 19176. At a minimum, the recommendation should include:

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

•  a statement concerning whether the person is an "interested person" as defined in the Investment Company Act of 1940;

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

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

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

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

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

Valuation Committee. The Valuation Committee consists of at least two Board members or an officer of the Fund and one Board member (in both instances the Valuation Committee may include employees of the Manager who may constitute a majority of the Valuation Committee). The Valuation Committee supervises the valuation of each of the Fund's portfolio securities and other assets and meets on an as needed basis. There are no appointed members of the Valuation Committee. If there is a need for a Valuation Committee decision to be made, the Manager will determine the composition of the Valuation

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Committee based on Board member and Fund officer availability. The Valuation Committee met once during the fiscal year ended July 31, 2005. For more information about the Valuation Committee, see "Net Asset Value" below.

Shareholder Communications with Trustees

Shareholders of the Funds can communicate directly with the Board of Trustees by writing to the Chair of the Board, Strategic Partners Asset Allocation Funds, P.O. Box 13964, Philadelphia, PA 19176. Shareholders can communicate directly with an individual Trustee by writing to that director at Strategic Partners Asset Allocation Funds, P.O. Box 13964, Philadelphia, PA 19176. Such communications to the Board or individual trustees are not screened before being delivered to the addressee.

Compensation

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

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

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

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

The following table sets forth the aggregate compensation paid to the Trustees by the Trust for the fiscal year ended July 31, 2005 to the Independent Trustees. The table also shows aggregate compensation paid to those Trustees for service on the Trust's Board and the Board of any other investment company in the Fund Complex, for the calendar year ended December 31, 2004.

Compensation Table¹

Name of Independent Trustee1	Aggregate Compensation from the Trust		Pension or Retirement Benefits Accrued as Part of Trust Expenses	Estimated Annual Benefits Upon Retirement	Total 2004 Compensation From Trust and Fund Complex Paid to Trustee
Linda W. Bynoe*	$	1,367	None	None	$N/A
David E.A. Carson	$	5,114	None	None	$199,750 (38/92)3
Robert E. La Blanc	$	4,963	None	None	$204,500 (38/92)3
Douglas H. McCorkindale2	$	4,909	None	None	$176,916 (38/92)3
Richard A. Redeker	$	5,065	None	None	$184,833 (37/91)3
Robin B. Smith2	$	5,359	None	None	$206,500 (37/91)3
Stephen G. Stoneburn2	$	4,992	None	None	$194,000 (37/91)3
Clay T. Whitehead	$	4,992	None	None	$201,500 (38/92)3

*  Ms. Bynoe became a Trustee on March 2, 2005.

¹  Interested Trustees and Officers do not receive any compensation from the Fund or the Fund Complex and therefore are not shown in the Compensation Table.

²  Although the last column shows the total amount paid to Trustees from the Fund Complex during the calendar year ended December 31, 2004, such compensation was deferred at the election of this Trustee, in total or in part, under the Fund's deferred fee agreements. Including accrued interest and the selected fund's rate of return on amounts deferred through December 31, 2004, the total amount of compensation for the year amounted to $291,729, $423,670 and $195,039 for Mr. McCorkindale, Ms. Smith and Mr. Stoneburn, respectively.

³  Number of funds/portfolios which existed at December 31, 2004 and excludes funds/portfolios which liquidated/merged out of existence during 2004.

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The following tables set forth the dollar range of equity securities in the Trust beneficially owned by a Trustee, and, on an aggregate basis, in all registered investment companies overseen by a Trustee in the Fund Complex as of December 31, 2004.

Trustee Share Ownership Table

Independent Trustees

Name of Trustee	Dollar Range of Securities in Each Fund		Aggregate Dollar Range of Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
David E. A. Carson	None		Over $100,000
Robert E. La Blanc	None		Over $100,000
Douglas H. McCorkindale	$	10,001-$50,000	Over $100,000
Richard A. Redeker	None		Over $100,000
Robin B. Smith	None		Over $100,000
Stephen G. Stoneburn	None		Over $100,000
Clay T. Whitehead	None		Over $100,000

Share Ownership Table-Interested Trustees

Name of Trustee	Dollar Range of Securities in Each Fund	Aggregate Dollar Range of Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Judy A. Rice	None	Over $100,000
Robert F. Gunia	None	Over $100,000

None of the Independent Trustees, or any member of his/her immediate family, owned beneficially or of record any securities in an investment adviser or principal underwriter of a Fund or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of a Fund as of December 31, 2004.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Trustees of the Trust are eligible to purchase Class Z shares of the Funds, which are sold without either an initial sales charge or contingent deferred sales charge to a limited group of investors.

As of September 9, 2005, the Trustees and officers of the Trust, as a group, owned less than 1% of the outstanding shares of beneficial interest 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 beneficial interest of any Fund were as follows:

Conservative Allocation Fund

Name	Address	Class	Shares/%
Merrill Lynch, Pierce, Fenner & For The Sole Benefit Of Its Fund	4800 Deer Lake Drive East Jacksonville FL 32246	C	256,407/6.7%
McDonald Investments Inc C/FBO Cynthia Kester IRA	185 Bayshore CT Punta Gorda FL 33950	M	22,538/12.4%
McDonald Investments Inc FBO	800 Superior Ave Ste 2100 Cleveland OH 44114	M	12,890/7.1%
Lin(k) and Simple IRA PMFS Transfer Agent for the Fund	100 Mulberry St., #3 Newark NJ 07102	M	12,049/6.6%
Prudential Investments LLC ATTN: Lisa O'Donnell	100 Mulberry St 14th Floor Newark NJ 07102	R	230/6.6%

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Name	Address	Class	Shares/%
MG Trust Company Trustee SEA Star Line, LLC	700 17th Floor Suite 300 Denver CO 80202	R	3,256/92.8%
Prudential Trust Company C/F The Rollover IRA Of Adam W Leighton	9 Laurel Drive Simsbury CT 06070	X	45,971/29.2%
Prudential Trust Company C/F The Rollover IRA Of Sandra R Vanwart	24 Tanglewood Road Farmington CT 06032	X	39,424/25.0%
Prudential Trust Company C/F The Rollover IRA Of Eugene C Orientale	5749 Concord Drive North Port FL 34287	X	13,613/8.6%
Prudential Trust Company C/F The 403B Plan Of Joanne F Allan FBO Joanne F Allan	PO Box 856 Sea Breeze Ave Westhampton NY 11977	X	9,773/6.2%
Prudential Trust Company C/F The IRA Of Angelina Orientale	5749 Concord Drive North Port FL 34287	X	9,820/6.2%
Bruce R. Legrow TTEE Donald H. Simmons TTEE Glen Garrett Clinic PA 104K PSP & Trust	402 N. Kaufman Linden TX 75563	X	8,996/5.7%
PIMS/Prudential Retirement As Nominee For The TTEE Customer Plan Wellspan Health	1135 South Edgar Street PO Box 15198 York PA 17403	Z	25,226/6.2%
Prudential Investment FBO Mutual Fund Clients ATTN Pruchoice Unit	100 Mulberry St Newark NJ 07102	Z	167,866/41.1%
PIMS/Prudential Retirement As Nominee For The TTEE Customer Plan Lansing Board Of Water & Light	1232 Haco Drive PO Box 13007 Lansing MI 48912	Z	51,452/12.6%
Charles Schwab CO	101 Montgomery St San Francisco CA 94104	Z	109,435/26.8%

Moderate Allocation Fund

Name	Address	Class	Shares/%
PIMS/Prudential Retirement As Nominee For The TTEE Customer Plan Liberty Hospital Retirement	2525 Glenn W. Hendren Dr. Liberty MO 64068	A	501,923/6.0%
PIMS/Prudential Retirement As Nominee For The TEE Customer Plan Virginia Physicians, Inc 401 (K)	4470 Cox Road Suite 110 Glen Allen VA 23060	A	441,608/5.3%
Merrill Lynch, Pierce, Fenner & For The Sole Benefit Of Its Customer	4800 Deer Lake Drive East Jacksonville FL 32246	C	992,298/10.6%
Prudential Investments LLC ATTN: Lisa O'Donnell	100 Mulberry St. 14th Flr. Newark NJ 07102	R	219/14.6%
MG Trust Company Trustee SEA Star Line, LLC	700 17th Street Suite 300 Denver CO 80202	R	1,226/82.0%
Prudential Trust Company C/F The Rollover IRA Of Gail R Azia	784 Pine Island Drive Melbourne FL 32940	X	20,685/10.8%

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Name	Address	Class	Shares/%
Prudential Trust Company C/F The IRA Of Ann Follacchio	10 Terrie Road Farmington CT 06032	X	17,262/9.0%
Prudential Trust Company C/F The Rollover IRA Of David S Sitner	112 Bluff Point Road S Glastonbury CT 06073	X	19,456/10.2%
Prudential Trust Company C/F The Rollover IRA Of David F Sitner	112 Bluff Point Road S Glastonbury CT 0603	X	9,855/5.2%
Bruce R. Legrow TTEE Donald H. Simmons TTEE Glen Garrett Clinic PA 401K PSP & Trust	402 N. Kaufman Linden TX 75563	X	11,712/6.1%
NFSC FEBO W. Ferrar, M. Taylor Cottees Comm William Ferrar, M Tayloe P/ADM	8923 Three Chopt Rd Ste 101 Richmond VA 23229	Z	40,065/5.0%
Merrill Lynch, Pierce, Fenner & For The Sole Benefit Of Its Customer	4800 Deer Lake Drive East Jacksonville FL 32246	Z	159,957/20.1%
PIMS/Prudential Retirement As Nominee For The TTEE Customer Plan Wellspan Health	1135 South Edgar Street PO Box 15198 York PA 17403	Z	40,602/5.1%
Prudential Investment FBO Mutual Fund Clients ATTN Pruchoice Unit	100 Mulberry St Newark NJ 07102	Z	116,851/14.7%
PIMS/Prudential Retirement As Nominee For The TTEE Customer Plan Lansing Board Of Water & Light	1232 Haco Drive PO Box 13007 Lansing MI 48912	Z	62,841/7.9%
Charles Schwab CO	101 Montgomery St San Francisco CA 94104	Z	336,301/42.2%

Growth Allocation Fund

Name	Address	Class	Shares/%
Merrill Lynch, Pierce, Fenner & For The Sole Benefit Of Its Customer	4800 Deer Lake Drive East Jacksonville FL 32246	C	459,540/7.6%
Flora M Burke TTEE & Jonathan H Burke TTEE Burke Family Trust	5362 D Algarrobo Laguna Hills CA 92653	M	13,701/5.7%
Prudential Investment LLC ATTN: Lisa O'Donnell	100 Mulberry St 14th Fl Newark NJ 07102	R	217/96.9%
Prudential Trust Company C/F The Rollover IRA Of Robert C Locker	5275 Bullard Road Fenton MI 48430	X	7,774/7.5%
Cardiolgy Spclsts Of Dayton In Profit Sharing Plan Stephen P Young TTEE FBO Patrick J Lytle Do	8479 London CT Springboro OH 45066	X	8,389/8.1%
Prudential Trust Company C/F The IRA Of Richard J Malinczak	1160 Jeffery Lane Saline MI 48176	X	9,341/9.0%
Prudential Trust Company C/F The IRA Of Juanee J Jensen	8926 Vrain St Westminster CO 80031	X	12,870/12.4%

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Name	Address	Class	Shares/%
Prudential Trust Company C/F The IRA Of Peggy L Abeyta	8080 Lowell Blvd Westminister CO 80031	X	9,313/9.0%
Merrill Lynch, Pierce, Fenner & For The Sole Benefit Of Its Customer	4800 Deer Lake Drive East Jacksonville FL 32246	Z	60,161/12.5%
PIMS/Prudential Retirement As Nominee For The TTEE Customer Plan Wellspan Health	1135 South Edgar Street PO Box 15198 York PA 17403	Z	59,311/12.4%
Prudential Investment FBO Mutual Fund Clients Attn Pruchoice Unit	100 Mulberry St Newark NJ 07102	Z	81,162/16.9%
PIMS/Prudential Retirement As Nominee For The TTEE Customer Plan Lansing Board Of Water & Light	1232 Haco Drive PO Box 13007 Lansing MI 48912	Z	46,513/9.7%
Charles Schwab CO	101 Montgomery St San Francisco CA 94104	Z	191,964/40.0%

As of September 9, 2005, Wachovia Securities LLC (Wachovia Securities) was record holder for other beneficial owners of the following shares of beneficial interest in each Fund:

Fund	Shares/%
Conservative Allocation Fund
Class A	1,573,371/38.1%
Class B	4,063,247/40.4%
Class C	2,852,608/74.6%
Moderate Allocation Fund
Class A	3,145,338/37.6%
Class B	6,805,872/44.3%
Class C	6,383,738/68.0%
Growth Allocation Fund
Class A	2,359,095/48.5%
Class B	3,889,665/44.9%
Class C	4,336,361/72.0%

In the event of any meetings of shareholders, Wachovia Securities will forward, or cause the forwarding of, proxy materials to beneficial owners for which it is the record holder.

INVESTMENT ADVISORY AND OTHER SERVICES

Manager and Advisers

The manager of the Trust is Prudential Investments LLC (PI or the Manager), 100 Mulberry Street, Gateway Center Three, Newark, New Jersey 07102-4077. PI serves as manager to all of the other investment companies that, together with the Trust, comprise the Prudential mutual funds. See "How the Trust is Managed-Manager" in the Prospectus. As of June 30, 2005 PI managed and/or administered open-end and closed-end investment companies with assets of approximately $90.1 billion.

PI is a subsidiary of PI Holdco, Inc., which is a wholly owned subsidiary of Prudential Asset Management Holding Company, which is a wholly owned subsidiary of Prudential. Prudential Mutual Fund Services LLC (PMFS or the Transfer Agent), an affiliate of PI, serves as the transfer and disbursing agent for the Prudential Mutual Funds and, in addition, provides customer service, recordkeeping and management and administration services to qualified plans.

Pursuant to the Management Agreement with the Trust (the Management Agreement), PI, subject to the supervision of the Trustees and in conformity with the stated policies of the Trust, manages both the investment operations of the Trust and the composition of the Trust's Funds, including the purchase, retention, disposition and loan of securities and other assets. The Manager also reviews the performance of all Advisers, and makes recommendations to the Trustees with respect to the retention and renewal of contracts. In connection therewith, PI is obligated to keep certain books and records of the Trust. PI is authorized to enter into subadvisory agreements for investment advisory services in connection with the management of the Trust. PI will continue to have responsibility for all investment advisory services performed pursuant to any such subadvisory agreements.

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PI will review the performance of all Advisers of the Trust and make recommendations to the Board with respect to the retention of investment advisers and the renewal of contracts.

PI also administers the Trust's business affairs and, in connection therewith, furnishes the Trust with office facilities, together with those ordinary clerical and bookkeeping services that are not being furnished by BNY, the Fund's Custodian (on or about October 17, 2005, PFPC will become the Fund's Custodian), and PMFS, the Trust's Transfer Agent. The management services of PI for the Trust are not exclusive under the terms of the Management Agreement and PI is free to, and does, render management services to others.

For its services, PI receives, pursuant to the Management Agreement, a fee at an annual rate equal to 0.75% up to $500 million, 0.70% for the next $500 million and 0.65% over $1 billion, of each Fund's average daily net assets. The fee is computed daily and payable monthly.

In connection with its management of the business affairs of the Trust, PI bears the following expenses:

(1) the salaries and expenses of all of its and the Trust's personnel except the fees and expenses of Trustees who are not affiliated persons of PI or any Adviser;

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

(3) the costs and expenses payable to each Adviser pursuant to the subadvisory agreements between PI and each Adviser (the Advisory Agreements).

Under the terms of the Management Agreement, the Trust is responsible for the payment of the following expenses: (1) the fees payable to the Manager, (2) the fees and expenses of Trustees who are not affiliated persons with PI or an Adviser, (3) the fees and certain expenses of the Custodian and Transfer Agent, including the cost of providing records to the Manager in connection with its obligation of maintaining required records of the Trust and of pricing the Trust's shares, (4) the charges and expenses of legal counsel and independent accountants for the Trust, (5) brokerage commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions, (6) all taxes and corporate fees payable by the Trust to governmental agencies, (7) the fees of any trade associations of which the Trust may be a member, (8) the cost of sha re certificates representing shares of the Trust, (9) the cost of fidelity and liability insurance, (10) certain organization expenses of the Trust and the fees and expenses involved in registering or qualifying and maintaining registration or qualification of the Trust and of its shares with the Commission and the states including the preparation and printing of the Trust's registration statements and prospectuses for such purposes, (11) allocable communications expenses with respect to investor services and all expenses of shareholders' and Trustees meetings and of preparing, printing and mailing reports, proxy statements and prospectuses to shareholders in the amount necessary for distribution to the shareholders, (12) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business and (m) distribution fees.

The Management Agreement provides that PI 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 provides that it will terminate automatically if assigned (as defined in the 1940 Act), and that it may be terminated without penalty by either party upon not more than 60 days' nor less than 30 days' written notice. 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 1940 Act. As discussed in the Prospectus, PI employs each unaffiliated Adviser under a "manager-of-managers" structure that allows PI to replace the Advis er or amend the Advisory Agreement without seeking shareholder approval.

For the three fiscal years ended July 31, PI received the following management fees:

Management Fees Paid to PI

Fund	FYE July 31, 2005		FYE July 31, 2004		FYE July 31, 2003
Conservative Allocation Fund	$	1,556,266	$	1,377,525	$	1,019,977
Moderate Allocation Fund	$	2,961,051	$	2,497,078	$	1,714,674
Growth Allocation Fund	$	1,738,220	$	1,472,713	$	1,062,796

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Each Subadvisory Agreement provides that the applicable Adviser will furnish investment advisory services to a portion of the applicable Fund's portfolio in connection with the management of the Fund. In connection therewith, EARNEST, Goldman Sachs, Hotchkis and Wiley, JP Morgan, LSV, Marsico, PIMCO, RS Investments, Thornburg and Vaughan Nelson are obligated to keep certain books and records of their respective Fund. Under the Subadvisory Agreements, each Adviser, subject to the supervision of PI, is responsible for managing the assets of its respective Fund in accordance with the Fund investment objective, investment program and policies. Each Adviser determines what securities and other instruments are purchased and sold for its respective Fund and is responsible for obtaining and evaluating financial data relevant to the Fund. PI continues to have responsibility for all investment advisory services pursuant to the Management Agreement.

Under the Subadvisory Agreements for each of the Funds, each of the Advisers is compensated by PI for its services at an annual rate of the average daily net assets advised by the particular subadviser on Fund assets.

Each of the Subadvisory Agreements provides that it will terminate in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement pursuant to which such Subadvisory Agreement was entered into. Each Subadvisory Agreement may be terminated by the Trust, PI or the applicable Adviser upon not more than 60 days', nor less than 30 days', written notice. Each of the Subadvisory Agreements provides that it will continue in effect for a period of more than two years from its execution only so long as such continuance is specifically approved at least annually in accordance with the requirements of the 1940 Act.

For the three fiscal years ended July 31, PI paid the following subadvisory fees to the Advisers:

Conservative Allocation Fund

Adviser	Annualized Percentage of Average Net Assets			FYE July 31, 2005		FYE July 31, 2004		FYE July 31, 2003
Jennison Associates LLC.1 (Jennison)		.30% with respect to first $300 million; .25% for amounts in excess of $300 million			$158,775		$167,221		$124,225
Prudential Investment2 Management, Inc. (PIM)		.375	%	$	69,522	$	154,054	$	113,528
EARNEST Partners, LLC (EARNEST)		.40	%	$	34,355	$	39,996	$	27,886
Franklin Advisers, Inc.3 (Franklin)		.50	%		$-	$	-	$	8,960
Pacific Investment Management Company LLC (PIMCO)		.25%		$	233,463	$	168,121	$	126,347
RS Investment Management, LP4 (RS Investments)		.50%		$	41,651	$	47,543	$	25,061
Goldman Sachs Asset Management LP5 (GSAM) (Large Cap Growth Equity Sleeve)		.30% in respect to first $50 million; .28% in respect to next $150 million; .25% for amounts in excess of $200 million			$4,368		$-		$-
GSAM5 (High Yield Bond Sleeve)		.30%			$23,446		$-		$-
Hotchkis & Wiley Capital Management LLC6 (Hotchkis & Wiley)		.30	%		$16,148		$-		$-
JP Morgan Fleming Asset Management7 (JP Morgan)		.30% in respect to first $300 million; .25% for amounts in excess of $300 million10			$15,781		$-		$-
Marsico Capital Management LLC8 (Marsico)		.45%			$547		$-		$-
Vaughan Nelson Investment Management L.P.9  (Vaughan Nelson)		.40% in respect to first $250  million; .35% for amounts in  excess of $250 million			$547		$-		$-
		Total subadvisory fees		$	604,927	$	576,935	$	436,007

¹  Jennison terminated its service as Adviser to the Fund beginning April 2005.

²  PIM terminated its service as Adviser to the Fund in April 2005.

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³  Franklin terminated its service as Adviser to the Fund in November 2002.

⁴  RS Investments replaced Franklin as Adviser to the Fund as of November 20, 2002.

⁵  GSAM became an Adviser to the Large Cap Growth Equity Sleeve of the Fund in June 2005 and to the High Yield Bond Sleeve in April 2005, replacing Jennison and PIM, respectively.

⁶  Hotchkis & Wiley became an Adviser to the Fund in April 2005, replacing Jennison.

⁷  JP Morgan became an Adviser to the Fund in April 2005, replacing Jennison.

⁸  Marsico became an Adviser to the Fund in June 2005, replacing Jennison.

⁹  Vaughan Nelson became an Adviser to the Fund in July 2005.

¹⁰  For purposes of the fee calculation, the assets managed by J.P. Morgan Investment Management Inc. will be aggregated with the assets of the Strategic Partners Style Specific Funds-Strategic Partners Large Capitalization Value Fund and the assets of The Target Portfolio Trust-Large Capitalization Value Portfolio managed by J.P. Morgan Investment Management Inc.

Moderate Allocation Fund

Adviser	Annualized Percentage of Average Net Assets			FYE July 31, 2005		FYE July 31, 2004		FYE July 31, 2003
Jennison1		.30% with respect to first $300 million; .25% for amounts in excess of $300 million			$364,206		$397,483		$276,085
PIM2		.375	%	$	78,000	$	219,828	$	143,556
Franklin3		.50	%		-		-	$	23,357
EARNEST		.40	%	$	95,815	$	106,382	$	70,466
Lazard Asset Management (Lazard)		.40	%	$	152,419	$	133,333	$	90,524
PIMCO		.25	%	$	249,391	$	142,448	$	100,877
RS Investments4		.50	%	$	10,890	$	123,418	$	64,453
GSAM5(Large Cap Growth Equity Sleeve)		.30% in respect to first $50 million; .28% in respect to next $150 million; .25% for amounts in excess of $200 million			$9,891		$-		$-
GSAM5(High Yield Bond Sleeve)		.30	%	$	7,507	$	-	$	-
Hotchkis & Wiley6		.30	%	$	39,192	$	-	$	-
JP Morgan7		.30% in respect to first $300 million; .25% for amounts in excess of $300 million10			$38,236		$-		$-
Marsico8		.45	%	$	16,966	$	-	$	-
Vaughan Nelson9		.40% in respect to first $250 million; .35% for amounts in excess of $250 million			$547		$-		$-
LSV Asset Management11 (LSV)		.45% in respect to first $150 million; .425% in respect to next $150 million; .40% in respect to next $150 million; .375% in respect to next $300 million; .35% for amounts in excess of $750 million			$37,629		$-		$-
Thornburg Investment  Management, Inc.12(Thornburg)		.45% in respect to first $50 million; .40% in respect to next $50 million; .30% for amounts in excess of $100 million			$38,671		$-		$-
		Total subadvisory fees		$	1,139,360	$	1,122,892	$	769,318

¹  Jennison terminated its service as Adviser to the Fund beginning April 2005.

²  PIM terminated its service as Adviser to the Fund in April 2005.

³  Franklin terminated its service as Adviser to the Fund in November 2002.

⁴  RS Investments replaced Franklin as Adviser to the Fund as of November 20, 2002.

⁵  GSAM became an Adviser to the Large Cap Growth Equity Sleeve of the Fund in June 2005 and to the High Yield Bond Sleeve in April 2005, replacing Jennison and PIM, respectively.

⁶  Hotchkis & Wiley became an Adviser to the Fund in April 2005, replacing Jennison.

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⁷  JP Morgan became an Adviser to the Fund in April 2005, replacing Jennison.

⁸  Marsico became an Adviser to the Fund in June 2005, replacing Jennison.

⁹  Vaughan Nelson became an Adviser to the Fund in July 2005.

¹⁰  For purposes of the fee calculation, the assets managed by J.P. Morgan Investment Management Inc. will be aggregated with the assets of the Strategic Partners Style Specific Funds-Strategic Partners Large Capitalization Value Fund and the assets of The Target Portfolio Trust-Large Capitalization Value Portfolio managed by J.P. Morgan Investment Management Inc.

¹¹  LSV became an Adviser to the Fund in April 2005, replacing Lazard.

¹²  Thornburg became an Adviser to the Fund in April 2005, replacing Lazard.

Growth Allocation Fund

Adviser	Annualized Percentage of Average Net Assets			FYE July 31, 2005		FYE July 31, 2004		FYE July 31, 2003
Jennison1		.30% with respect to first $300 million; .25% for amounts in excess of $300 million			$295,831		$286,047		$210,040
PIM2		.375	%	$	2,203	$	15,616	$	7,552
Franklin3		.50	%			$	-	$	29,170
EARNEST		.40	%	$	100,291	$	118,077	$	85,488
Lazard		.40	%	$	146,541	$	152,598	$	109,292
RS Investments4		50	%	$	119,764	$	145,335	$	75,750
GSAM5  (Large Cap Growth Equity Sleeve)		.30% in respect to first $50 million; .28% in respect to next $150 million; .25% for amounts in excess of $200 million			$9,595		$- $-		$- $-
Hotchkis & Wiley6		.30	%	$	29,998	$	-	$	-
JP Morgan7		.30% in respect to first $300 million; .25% for amounts in excess of $300 million10			$29,738		$-		$-
Marsico8		.45	%	$	14,958	$	-	$	-
Vaughan Nelson9		.40% in respect to first $250 million; .35% for amounts in excess of $250 million			$547		$-		$-
LSV11		.45% in respect to first $150 million; .425% in respect to next $150 million; .40% in respect to next $150 million; .375% in respect to next $300 million; .35% for amounts in excess of $750 million			$36,315		$-		$-
Thornburg12		.45% in respect to first $50 million; .40% in respect to next $50 million; .30% for amounts in excess of $100 million			$37,196		$-		$-
		Total subadvisory fees		$	820,774	$	717,673	$	517,292

¹  Jennison terminated its service as Adviser to the Fund beginning April 2005.

²  PIM terminated its service as Adviser to the Fund in April 2005.

³  Franklin terminated its service as Adviser to the Fund in November 2002.

⁴  RS Investments replaced Franklin as Adviser to the Fund as of November 20, 2002.

⁵  GSAM became an Adviser to the Large Cap Growth Equity Sleeve of the Fund in June 2005, replacing Jennison.

⁶  Hotchkis & Wiley became an Adviser to the Fund in April 2005, replacing Jennison.

⁷  JP Morgan became an Adviser to the Fund in April 2005, replacing Jennison.

⁸  Marsico became an Adviser to the Fund in June 2005, replacing Jennison.

⁹  Vaughan Nelson became an Adviser to the Fund in July 2005.

¹⁰  For purposes of the fee calculation, the assets managed by J.P. Morgan Investment Management Inc. will be aggregated with the assets of the Strategic Partners Style Specific Funds-Strategic Partners Large Capitalization Value Fund and the assets of The Target Portfolio Trust-Large Capitalization Value Portfolio managed by J.P. Morgan Investment Management Inc.

¹¹  LSV became an Adviser to the Fund in April 2005, replacing Lazard.

¹²  Thornburg became an Adviser to the Fund in April 2005, replacing Lazard.

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Portfolio Managers: The following tables set forth certain additional information with respect to the portfolio managers for each Fund. Unless noted otherwise, all information is provided as of July 31, 2005.

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 Manager (s)	Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts
	No. accts. ($ assets)	No. accts. ($ assets)	No. accts. ($ assets)
Paul E. Viera, Jr. of EARNEST	12 ($2.6 billion)	16 ($6.6 million) 1($2.7 million)	235 ($13.4 billion) 7($5.4 million)
Gary Chropruvka	44 ($11,398 million)	7 ($3,146 million) 1 ($100 million)	360 ($29,597 million) 24 ($5,553 million)
Melissa R. Brown	44 ($11,398 million)	7 ($3,146 million) 1 ($100 million)	123 ($27,684 million) 24 ($5,553 million)
Jonathan Beinner	26 ($17,739 million)	48 ($23,998 million) 12 ($6,460 million)	1,191 ($86,125 million) 24 ($11,210 million)
Tom Kenney	26 ($17,739 million)	48 ($23,998 million) 12 ($6,460 million)	1,191 ($86,125 million) 24 ($11,210 million)
Andrew Jessop	7 ($3,312 million)	5 ($7,356 million) 2 ($2,963 million)	34 ($11,400 million) 2 ($475 million)
Diana Gordon	7 ($3,312 million)	5 ($7,356 million) 2 ($2,963 million)	34 ($11,400 million) 2 ($475 million)
Rob Cignarella	7 ($3,312 million)	5 ($7,356 million) 2 ($2,963 million)	34 ($11,400 million) 2 ($475 million)
Rachel Golder of GSAM	7 ($3,312 million)	5 ($7,356 million) 2 ($2,963 million)	34 ($11,400 million) 2 ($475 million)
Sheldon J. Lieberman George Davis Joe Huber Patty McKenna Stan Majcher of Hotchkis & Wiley	16 ($14.2 billion) 1($2.2 billion) (Data applies to all PMs)	9 ($1.2 billion) (Data applies to all PMs)	126 ($12.0 billion) 6 ($1.1 billion) (Data applies to all PMs)
Cris Posada*  Raffaele Zingone of JPMorgan	- 7 ($819 million) 1 ($135 million)	- 2 ($2.1 billion)	- 27 ($13.5 billion) 3 ($5.5 billion)

*  Cristian Posada is the client portfolio manager responsible for providing servicing, attribution and market updates specific to the Funds.

Josef Lakonishok Robert Vishny Menno Vermuelen of LSV	17 ($4.9 billion) (Data applies to all PMs)	16 ($2.8 billion) (Data applies to all PMs)	436 ($35.8 billion) 17 ($1.7 billion) (Data applies to all PMs)
Thomas F. Marsico of Marsico	33 ($25,776,565,000)	12 ($1,328,870,000)	207 ($21,169,270,000)

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Portfolio Manager (s)	Registered Investment Companies	Other Pooled Investment Vehicles			Other Accounts
	No. accts. ($ assets)	No. accts. ($ assets)			No. accts. ($ assets)
Chris Dialynas of PIMCO	Conservative Allocation: 8 ($2,606.65 million) Moderate Allocation: 8 ($2,595.01 million)	Conservative Allocation: 15 ($6,629.19 million) Moderate Allocation: 15 ($6,629.19 million)			Conservative Allocation: 98 ($40,421.69 million) 8 ($2,198.48 million) Moderate Allocation: 98 ($40,421.69 million) 8($2,198.48 million)
Bill Wolfenden of RS Investments	10 ($772,473,658)		0	($0)	4 ($37,736,482)
William V. Fries Wendy Trevisani of Thornburg	2 ($5.4 billion) (Data applies to PMs)	25 ($1.7 billion) (Data applies to all PMs)			2,513 ($3.4 billion) 1 ($0.4 billion)(Data applies to all PMs)
Chris Wallis Mark Roach Scott Weber of Vaughan Nelson	9 ($250mm) 9 ($250mm) 9 ($250mm)	6 ($86mm) 6 ($86mm) 6 ($86mm)			43 ($660mm) 1 ($<1mm) 42 ($660mm) 42 ($660mm)

B. Portfolio Manager Compensation / Material Conflicts of Interest. The table below identifies the structure of, and method(s) used to determine, portfolio manager compensation. The table below also identifies, for portfolio managers, any material conflicts of interest that may arise between a portfolio manager's management of a Fund's investments and investments in other accounts.

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
EARNEST	Compensation
	All EARNEST Partners personnel are paid a salary and a discretionary bonus. A portion of the bonus may consist of profit sharing and/or deferred compensation. The Company also matches a portion of employees' 401(k) contributions, if any. The bonus is a function of client satisfaction with respect to investment results and service. Equity ownership is another component of compensation for the portfolio manager. The Firm is employee-owned.
	Conflicts of Interest
	No material conflicts of interest exist. All accounts are managed to model portfolios that are approved by the investment committee, and trades are allocated pro-rata to all accounts so that no one account is advantaged over another pursuant to trade allocation policies and procedures.
GSAM	Compensation
	Fixed Income Team Base Salary and Performance Bonus. GSAM's Fixed Income Team's (the "Fixed Income Team") compensation package for its Portfolio Managers is comprised of a base salary and performance bonus. The base salary is fixed. However, the performance bonus is a function of each Portfolio Manager's individual performance; the Fixed Income Team's total revenues for the past year which in part is derived from advisory fees and for certain accounts, performance based fees; his or her contribution to the overall performance of the Fixed Income team; the performance of GSAM; the profitability of Goldman, Sachs & Co.; and anticipated compensation levels among competitor firms. Portfolio Managers are rewarded for their ability to outperform a benchmark while managing risk e xposure.
	The performance bonus for Portfolio Managers is significantly influenced by the following criteria: (1) overall pre-tax portfolio performance (2) consistency of performance across accounts with similar profiles; (3) compliance with risk

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Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	budgets; and (4) communication with other Portfolio Managers within the research process. In addition, the following factors involving the overall performance of the investment style team are also considered when the amount of performance bonus is determined: (1) whether the teams' performance exceeded performance benchmarks over one-year and three-year periods (2) whether the team managed portfolios within a defined range around a targeted tracking error; (3) whether the team performed consistently with objectives and client commitments; (4) whether the team achieved top tier rankings and ratings (a consideration secondary to the above) and (5) whether the team managed all similarly mandated accounts in a consistent manner.
	The benchmark for measuring performance of the high yield sleeve of these Funds is Lehman Brothers High Yield Bond Index.
	Quantitative Equity Team Base Salary and Performance Bonus. GSAM's Quantitative Equity Team's (the "QE Team") compensation packages for its Portfolio Managers are comprised of a base salary and performance bonus. The performance bonus is a function of each Portfolio Manager's individual performance; his or her contribution to the overall performance of QE Team strategies; and annual revenues in the investment strategy which in part is derived from advisory fees and for certain accounts, performance based fees.
	The performance bonus for Portfolio Managers is significantly influenced by the following criteria: (1) whether the Team's pre-tax performance exceeded performance benchmarks over a one, three and five year period; (2) whether the Portfolio Manager managed portfolios within a defined range around a targeted tracking error and risk budget; (3) consistency of performance across accounts with similar profiles; and (4) communication with other Portfolio Managers within the research process. In addition the other factors that are also considered when the amount of performance bonus is determined: (1) whether the Team performed consistently with objectives and client commitments; (2) whether the Team achieved top tier rankings and ratings; and (3) whether the Team managed all similarly mandated accounts in a consistent manner. Benchmarks for measuring performance can either be broad based or narrow based indices which will vary based on client expectations. The QE Team's decision may also be influenced by the following: the performance of the Investment Adviser and anticipated compensation levels among competitive firms.
	The benchmark for measuring performance of the growth sleeve of these Funds is Russell 1000 Growth Index.
	Other Compensation-Both Teams. In addition to base salary and performance bonus, GSAM has a number of additional benefits/deferred compensation programs for all Portfolio Managers in place including (i) a 401K program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman Sachs & Co. makes a pretax contribution; and (iii) investment opportunity programs in which certain professionals are eligible to participate subject to certain net worth requirements. Portfolio Managers may also receive grants of restricted stock units and/or stock options as part of their compensation.
	Certain GSAM Portfolio Managers may also participate in the firm's Partner Compensation Plan, which covers many of the firm's senior executives. In general, under the Partner Compensation Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of an equity-based award) that is linked to Goldman, Sachs & Co's overall financial performance.

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Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	Conflicts of Interest
	GSAM's Portfolio Managers are often responsible for managing one or more of the Funds as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A Portfolio Manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.
	GSAM has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. It seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, the Investment Adviser has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, GSAM has adopted policies limiting the circumstances under which cross-trades may be effected between a Fund and another client account. GSAM conducts periodic reviews of trades for consistency with these policies.
Hotchkis & Wiley	Compensation
	Portfolio Managers of the Fund are supported by the full research team of Hotchkis and Wiley. Compensation is used to reward, attract and retain high quality investment professionals. An investment professional, such as a Portfolio Manager, has a base salary and is eligible for an annual bonus. Some Portfolio Managers also are involved in client servicing, marketing and in the general management of Hotchkis and Wiley and are evaluated and compensated based on these functions as well as their investment management activities.
	Hotchkis and Wiley believes consistent execution of the proprietary research process results in superior, risk-adjusted portfolio returns. It is the quality of the investment professional's execution of this process rather than the performance of particular securities that is evaluated in determining compensation. Compensation likewise is not tied to performance of the Fund or separate accounts, of specific industries within the Fund or separate accounts or to any type of asset or revenue related objective, other than to the extent that the overall revenues of Hotchkis and Wiley attributable to such factors may affect the size of Hotchkis and Wiley's overall bonus pool.
	Bonuses and salaries for investment professionals are determined by the Chief Executive Officer of Hotchkis and Wiley using annual evaluations, compensation surveys, feedback from other employees and advice from members of Hotchkis and Wiley's Executive Committee and Hotchkis and Wiley's Compensation Committee. The amount of the bonus usually is shaped by the total amount of Hotchkis and Wiley's bonus pool available for the year, which is generally a function of net income, but no investment professional receives a bonus that is a pre-determined percentage of net income.
	Each of the Portfolio Managers owns equity in Hotchkis and Wiley. Hotchkis and Wiley believes that the ownership structure of the firm is a significant factor in ensuring a motivated and stable employee base.
	Potential Conflicts
	The Fund is managed by Hotchkis and Wiley's investment team ("Investment Team"). The Investment Team also manages institutional accounts and other mutual funds in several different investment strategies. The portfolios within

B-49

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	an investment strategy are managed using a target portfolio; however, each portfolio may have different restrictions, cash flows, tax and other relevant considerations which may preclude a portfolio from participating in certain transactions for that investment strategy. Consequently, the performance of portfolios may vary due to these different considerations. The Investment Team may place transactions for one investment strategy that are directly or indirectly contrary to investment decisions made on behalf of another investment strategy. Hotchkis and Wiley may be restricted from purchasing more than a limited percentage of the outstanding shares of a company. If a company is a viable investment for more than one investment strategy, Hotchkis and Wiley has adopted policies and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably.
	Different types of accounts and investment strategies may have different fee structures. Additionally, certain accounts pay Hotchkis and Wiley performance-based fees, which may vary depending on how well the account performs compared to a benchmark. Because such fee arrangements have the potential to create an incentive for Hotchkis and Wiley to favor such accounts in making investment decisions and allocations, Hotchkis and Wiley has adopted polices and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably, including in respect of allocation decisions, such as initial public offerings.
	Since all accounts are managed to a target portfolio by the Investment Team, adequate time and resources are consistently applied to all accounts in the same investment strategy.
JPMorgan	Compensation
	The Adviser's portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance of investment professionals to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and, in some cases, mandatory deferred compensation. These elements reflect individual performance and the performance of the Adviser's business as a whole.
	Each portfolio manager's performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages. Individual contribution relative to client goals carries the highest impact. Portfolio manager compensation is primarily driven by meeting or exceeding clients' risk and return objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory requirements. In evaluating each portfolio manager's performance with respect to the mutual funds he or she manages, the funds' pre-tax performance is compared to the appropriate market peer group and to each fund's benchmark index listed in the fund's prospectus over one, three and five year periods (or such shorter time as the portfolio manager has managed the fund). Investment performance is generally more heavily weighted to the long-term.
	Stock awards are granted as part of an employee's annual performance bonus and comprise from 0% to 35% of a portfolio manager's total award. As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases. Certain investment professionals may also be subject to a mandatory deferral of a portion of their compensation into proprietary mutual funds based on long-term sustained investment performance.
	Conflicts of Interest
	The chart above shows the number, type and market value as of 7/31/05 of the accounts other than the Fund that are managed by the Fund's portfolio manager. The potential for conflicts of interest exists when portfolio managers manage

B-50

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	other accounts with similar investment objectives and strategies as the Fund ("Similar Accounts"). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.
	Responsibility for managing the Adviser's clients' portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy. Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest.
	The Adviser may receive more compensation with respect to certain Similar Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential conflict of interest for the Adviser or its portfolio managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. In addition, the Adviser could be viewed as having a conflict of interest to the extent that the Adviser or an affiliate has a proprietary investment in Similar Accounts, the portfolio managers have personal investments in Similar Accounts or the Similar Accounts are investment options in the Adviser's employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities. Allocation s of aggregated trades, particularly trade orders that were only partially completed due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as the Adviser may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. The Adviser may be perceived as causing accounts it manages to participate in an offering to increase the Adviser's overall allocation of securities in that offering. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If the Adviser manages accounts that engage in short sales of securities of the type in wh ich the Fund invests, the Adviser could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.
	The Adviser has policies and procedures designed to manage these conflicts described above such as allocation of investment opportunities to achieve fair and equitable allocation of investment opportunities among its clients over time. For example:
	Orders for the same equity security are aggregated on a continual basis throughout each trading day consistent with the Adviser's duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an agg regated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic

B-51

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	allocation to an account due to fixed transaction or custody costs, the adviser may exclude small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.
	Purchases of money market instruments and fixed income securities cannot always be allocated pro-rata across the accounts with the same investment strategy and objective. However, the Adviser attempts to mitigate any potential unfairness by basing non-pro rata allocations upon an objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of the Adviser so that fair and equitable allocation will occur over time.
LSV	Compensation
	Compensation consists of a salary and a discretionary bonus. Each of Messrs. Lakonishok, Vishny and Vermeulen is a partner of LSV and thereby receives a portion of the overall profit of the firm as part of his ownership interests. The bonus is based upon the profitability of the firm and individual performance. Individual performance is subjective and may be based on a number of factors, such as the individual's leadership and contribution to the strategic planning and developments of the investment group.
	Conflicts of Interest
	There are no material conflicts of interest. LSV has established policies and procedures to ensure that the purchase and sale of securities among all accounts it manages are fairly and equitably allocated.
Marsico	Compensation
	MCM's portfolio managers are generally subject to the compensation structure applicable to all MCM employees. As such, Mr. Marsico's compensation consists of a base salary (reevaluated at least annually), and periodic cash bonuses. Bonuses are typically based on two primary factors: (1) MCM's overall profitability for the period, and (2) individual achievement and contribution.
	Portfolio manager compensation takes into account, among other factors, the overall performance of all accounts for which the manager provides investment advisory services. Portfolio managers do not receive special consideration based on the performance of particular accounts. Exceptional individual efforts are rewarded through greater participation in the bonus pool. Portfolio manager compensation comes solely from MCM.
	Although MCM may compare account performance with relevant benchmark indices, portfolio manager compensation is not directly tied to achieving any pre-determined or specified level of performance. In order to encourage a long-term time horizon for managing portfolios, MCM seeks to evaluate the portfolio manager's individual performance over periods longer than the immediate compensation period. In addition, portfolio managers are compensated based on other criteria, including effectiveness of leadership within MCM's Investment Team, contributions to MCM's overall investment performance, discrete securities analysis, and other factors.
	In addition to his salary and bonus, Mr. Marsico may participate in other MCM benefits to the same extent and on the same basis as other MCM employees.
	Conflicts of Interest
	Portfolio managers at MCM typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities,

B-52

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	foundations, and accounts managed on behalf of individuals), and commingled trust accounts. Portfolio managers make investment decisions for each portfolio, including the sleeves of the Strategic Partners Allocation Fund, based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio, or may take similar actions for different portfolios at different times. Consequently, the mix of securities purchased in one portfolio may perform better than the mix of securities purchased for another portfolio. Similarly, the sale of securities from one portfolio may cause that portfolio to perform better than others if the value of those securities decline.
	Potential conflicts of interest may also arise when allocating and/or aggregating trades. MCM often aggregates into a single trade order several individual contemporaneous client trade orders in a single security. Under MCM's trade management policy and procedures, when trades are aggregated on behalf of more than one account, such transactions will be allocated to all participating client accounts in a fair and equitable manner. With respect to IPOs and other syndicated or limited offerings, it is MCM's policy to seek to assure that over the long term, accounts with the same or similar investment objectives will receive an equitable opportunity to participate meaningfully and will not be unfairly disadvantaged. To deal with such situations, MCM has adopted policies and procedures for allocating such transactions across multiple accounts. MCM's policies also seek to ensure that portfolio managers do not s ystematically allocate other types of trades in a manner that would be more beneficial to one account than another. MCM's compliance department monitors transactions made on behalf of multiple clients to seek to assure adherence to its policies.
	As discussed above, MCM has adopted and implemented policies and procedures that seek to minimize potential conflicts of interest that may arise as a result of a portfolio manager advising multiple accounts. In addition, MCM monitors a variety of areas, including compliance with primary Fund guidelines, the allocation of securities, and compliance with its Code of Ethics.
PIMCO	Compensation
	PIMCO has adopted a "Total Compensation Plan" for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity and teamwork consistent with the firm's mission statement. The Total Compensation Plan includes a significant incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary, a bonus, and may include a retention bonus. Portfolio managers who are Managing Directors of PIMCO also receive compensation from PIMCO's profits. Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCO's deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employee's compensation. PIMCO's contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.
	Salary and Bonus. Base salaries are determined by considering an individual portfolio manager's experience and expertise and may be reviewed for adjustment annually. Portfolio managers are entitled to receive bonuses, which may be significantly more than their base salary, upon attaining certain performance objectives based on predetermined measures of group or department success. These goals are specific to individual portfolio managers and are mutually agreed upon annually by each portfolio manager and his or her manager. Achievement of these goals is an important, but not exclusive, element of the bonus decision process.

B-53

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	In addition, the following non-exclusive list of qualitative criteria (collectively, the "Bonus Factors") may be considered when determining the bonus for portfolio managers:
	•  3-year, 2-year and 1-year dollar-weighted and account-weighted investment performance as judged against benchmarks and relative to applicable industry peer groups;
	•  Appropriate risk positioning that is consistent with PIMCO's investment philosophy and the Investment Committee/CIO approach to the generation of alpha;
	•  Amount and nature of assets managed by the portfolio manager;
	•  Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion);
	•  Generation and contribution of investment ideas in the context of PIMCO's secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis;
	•  Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager;
	•  Contributions to asset retention, gathering and client satisfaction;
	•  Contributions to mentoring, coaching and/or supervising; and
	•  Personal growth and skills added.
	Final award amounts are determined by the PIMCO Compensation Committee.
	Retention Bonuses. Certain portfolio managers may receive a discretionary, fixed amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO. Each portfolio manager who is a Senior Vice President or Executive Vice President of PIMCO receives a variable amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO.
	Investment professionals, including portfolio managers, are eligible to participate in a Long Term Cash Bonus Plan ("Cash Bonus Plan"), which provides cash awards that appreciate or depreciate based upon the performance of PIMCO's parent company, Allianz Global Investors of America L.P. ("AGI"), and PIMCO over a three-year period. The aggregate amount available for distribution to participants is based upon AGI's profit growth and PIMCO's profit growth. Participation in the Cash Bonus Plan is based upon the Bonus Factors, and the payment of benefits from the Cash Bonus Plan, is contingent upon continued employment at PIMCO.
	Profit Sharing Plan. Instead of a bonus, portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCO's net profits. Portfolio managers who are Managing Directors receive an amount determined by the Managing Director Compensation Committee, based upon an individual's overall contribution to the firm and the Bonus Factors. Under his employment agreement, William Gross receives a fixed percentage of the profit sharing plan.
	Allianz Transaction Related Compensation. In May 2000, a majority interest in the predecessor holding company of PIMCO was acquired by a subsidiary of Allianz AG ("Allianz"). In connection with the transaction, Mr. Gross received a grant of restricted stock of Allianz, the last of which vests on May 5, 2005.
	From time to time, under the PIMCO Class B Unit Purchase Plan, Managing Directors and certain executive management (including Executive Vice Presidents) of PIMCO may become eligible to purchase Class B Units of PIMCO. Upon their purchase, the Class B Units are immediately exchanged for Class A Units of PIMCO Partners, LLC, a California limited liability company that holds a minority

B-54

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	interest in PIMCO and is owned by the Managing Directors and certain executive management of PIMCO. The Class A Units of PIMCO Partners, LLC entitle their holders to distributions of a portion of the profits of PIMCO. The PIMCO Compensation Committee determines which Managing Directors and executive management may purchase Class B Units and the number of Class B Units that each may purchase. The Class B Units are purchased pursuant to full recourse notes issued to the holder. The base compensation of each Class B Unit holder is increased in an amount equal to the principal amortization applicable to the notes given by the Managing Director or member of executive management.
	Portfolio managers who are Managing Directors also have long-term employment contracts, which guarantee severance payments in the event of involuntary termination of a Managing Director's employment with PIMCO.
	Conflicts of Interest
	From time to time, potential conflicts of interest may arise between a portfolio manager's management of the investments of a Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the Funds, track the same index a Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. The other accounts might also have different investment objectives or strategies than the Funds.
	Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio manager's day-to-day management of a Fund. Because of their positions with the Funds, the portfolio managers know the size, timing and possible market impact of a Fund's trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund.
	Investment Opportunities. A potential conflict of interest may arise as result of the portfolio manager's management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both a Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a Fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
	Under PIMCO's allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCO's investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Funds and certain pooled investment vehicles, including investment opportunity allocation issues.
	Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to a Fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between such other accounts and the Funds on a fair and equitable basis over time.

B-55

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
RS Investments	Compensation
	RS Investments is an employee-owned investment firm. The firm has two separate investment advisory operating divisions, each with separate compensation and profit-sharing structures. Each of the Funds' portfolio managers is part of either the Growth Group or the Value Group. William J. Wolfenden III is a member of the Growth Group (the "Group").
	In establishing salaries and bonuses, RS Investments considers information regarding industry compensation levels, which is prepared by a leading consulting firm. RS Investments sets salary and bonus levels by reference to other investment firms investing in similar categories.
	In consultation with G. Randall Hecht and Terry R. Otton, Co-Chief Executive Officers of RS Investments, the leaders of the Group (James L. Callinan, John L. Wallace, and William J. Wolfenden III), determined all salaries and bonuses for their respective Groups for the Funds' fiscal year ended July 31, 2005. Salaries were based on industry standards, as described above.
	Bonuses within the Group were based on a number of factors, including (1) pre-tax investment performance for each account (including Funds) managed by a portfolio manager compared to a relevant peer group over one- and three-year periods, with an emphasis on the most recent one-year period, and (2) experience.
	Assets under management did not directly affect any individual's salary or bonus, although the amount of the Group's assets under management affected the fee revenue attributable to the Group, which in turn affected the maximum amount of money available for the Group's aggregate salaries and bonuses.
	In addition, most of the Group's portfolio managers participated in the profits of the Group based on their profit-sharing percentages. The Group's leaders, in consultation with Mr. Hecht and Mr. Otton, set these percentages at the beginning of each year based on a number of factors, including tenure, assets under management, long-term investment performance (compared to appropriate benchmarks), and overall contribution to the Group's investment process.
	Certain portfolio managers also have an equity interest in RS Investments and so participate in overall firm profits, in addition to Group profits.
	Conflicts of Interest
	Whenever a portfolio manager of a Fund manages other accounts, potential conflicts of interest exist, including potential conflicts between the investment strategy of the Fund and the investment strategy of the other accounts and potential conflicts in the allocation of investment opportunities between the Fund and such other accounts. In addition, in certain instances, a portfolio manager may take conflicting positions in a particular security. For example, a portfolio manager may sell short a security for one account that another account holds long, or may take a long position in a security for one account that the portfolio manager has sold short for another account. RS Investments seeks to identify potential conflicts of interest resulting from a portfolio manager's management of both the Fund and other accounts, and has adopted policies and procedures, including a Code of Ethics, designed to address such conflicts.
	RS Investments and each of the portfolio managers attempt to resolve any conflicts in a manner that is generally fair over time to all of its clients. RS Investments may give advice and take action with respect to any of its clients that may differ from advice given or the timing or nature of action taken with respect to any particular account so long as it is RS Investments' policy, to the extent

B-56

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	practicable, to allocate investment opportunities over time on a fair and equitable basis relative to other accounts. It is RS Investments' policy that, when the amount of securities of a particular issuer available to RS Investments' client accounts in an initial public offering is insufficient to meet the requirements of each account that will purchase securities in the IPO, RS Investments generally will allocate those securities among those accounts based on the size of each account as of the close of business on the preceding day. It is also RS Investments' policy that it may aggregate sale and purchase orders of securities for accounts with similar orders being made simultaneously for other clients if, in RS Investments' reasonable judgment, such aggregation is reasonably likely to result generally in lower per-share brokerage commission costs. In many instances, the purchase or sale of securities fo r accounts will be effected simultaneously with the purchase or sale of like securities for other accounts. Such transactions may be made at slightly different prices, due to the volume of securities purchased or sold. In such event, each client may be charged or credited, as the case may be, the average transaction price of all securities purchased or sold in such transaction. As a result, however, the price may be less favorable to a client than it would be if similar transactions were not being executed concurrently for other accounts.
Thornburg	Compensation
	Compensation for investment professionals includes a base salary, annual bonus, profit sharing plan, and potential for ownership. While an individual's contribution is important in establishing an appropriate compensation level, the performance of the team and product is more critical in determining total compensation. Ownership participation varies and is based on tenure and level of contribution to the firm.
	Conflicts of Interest
	No conflicts of interest exist. All accounts are managed to a model portfolio, and trades are for all accounts are performed on a random rotation basis so that no one account is advantaged over another pursuant to trade allocation policies and procedures.
Vaughan Nelson	Compensation
	Compensation at Vaughan Nelson is determined by the Compensation Committee at the recommendation of the Chief Executive Officer. Portfolio management professionals are compensated through a fixed base salary, incentive bonus, a contribution to the firm's retirement plan and stock options. The bonus component is based primarily upon the performance of the strategy managed, as represented by a composite of all accounts qualifying for such composite relative to the Russell Universe peer group on a one year and rolling three year basis, an assessment of the quality of client service provided and the overall profitability of Vaughan Nelson. The contribution to the firm's retirement plan is based on a percentage (at the discretion of the Vaughan Nelson Board) of total cash compensation (subject to IRS limits) and such percentage is the same for all firm personnel. Key employees are allocated stock options at th e discretion of the Compensation Committee as part of a long-term incentive package.
	There is no distinction of compensation amongst the Portfolio and any other accounts managed.
	Conflicts of Interest
	Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day responsibilities with respect to more than one investment account. Portfolio managers who manage other investment accounts in addition to a

B-57

Adviser	Compensation Structure and Methods/Material Conflicts of Interest
	portion of the Strategic Partners Asset Allocation Fund may be presented with the following potential conflicts:
	1) a conflict between the investment strategy of the Strategic Partners Asset Allocation portfolio and the other strategies and accounts managed by the portfolio manager with regard to the allocation of limited investment opportunities that may be appropriate for more than one investment strategy;
	2) a conflict in the allocation of investment opportunities amongst accounts within the strategy employed by the Strategic Partners Asset Allocation portfolio; and
	3) a conflict in the allocation of limited investment opportunities between the strategy employed by the Strategic Partners Asset Allocation portfolio and other managed accounts for which advisory fees are based upon the performance of the account
	Vaughan Nelson maintains policies and procedures in place that address these potential conflict of interest issues to aid in assuring that investment opportunities are allocated fairly and equitably amongst all client accounts.

C. Portfolio Manager Securities Ownership. The table below identifies, for each portfolio manager, ownership of the Funds' securities by that portfolio manager.

Portfolio Manager (s)	Ownership of Company Securities
Paul E. Viera, Jr.	None
of EARNEST
Gary Chropruvka	None for all PMs
Melissa R. Brown
Jonathan Beinner
Tom Kenney
Andrew Jessop
Diana Gordon
Rob Cignarella
Rachel Golder
of GSAM
Sheldon J. Lieberman	None for all PMs
George Davis
Joe Huber
Patty McKenna
Stan Majcher
of Hotchkis & Wiley
Cris Posada	None for all PMs
Raffaele Zingone
of JPMorgan
Josef Lakonishok	None for all PMs
Robert Vishny
Menno Vermuelen
of LSV
Thomas F. Marsico	None
of Marsico
Chris Dialynas	None
of PIMCO
Bill Wolfenden	None
of RS Investments

B-58

Portfolio Manager (s)	Ownership of Company Securities
William V. Fries	None for all PMs
Wendy Trevisani
of Thornburg
Chris Wallace	None for all PMs
Mark Roach
Scott Weber
of Vaughan Nelson

Principal Underwriter, Distributor and Rule 12b-1 Plans

Prudential Investment Management Services LLC (PIMS or the Distributor), Gateway Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey 07102-4077, acts as the distributor of the shares of the Trust. See "How the Trust is Managed-Distributor" in the Prospectus.

Pursuant to separate Distribution and Service Plans (the Class A Plan, the Class B Plan, the Class C Plan, the Class M Plan, the Class R Plan, and the Class X Plan, collectively, the Plans) adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act and a distribution agreement (the Distribution Agreement), the Distributor incurs the expenses of distributing each Fund's Class A, Class B, Class C Class M, Class R and Class X shares, respectively. The Distributor also incurs the expenses of distributing the Funds' Class Z shares under the Distribution Agreement with the Trust, none of which are reimbursed by or paid for by the Trust. See "How the Trust is Managed-Distributor" in the Prospectus.

The expenses incurred under the Plans include commissions and account servicing fees paid to, or on account of, brokers or financial institutions that have entered into agreements with the Distributor, advertising expenses, the cost of printing and mailing prospectuses to potential investors and indirect and overhead costs of the Distributor associated with the sale of Fund shares, including lease, utility, communications and sales promotion expenses.

Under the Plans, the Trust is obligated to pay distribution and/or service fees to the Distributor as compensation for its distribution and service activities, not as reimbursement for specific expenses incurred. If the Distributor's expenses exceed its distribution and service fees, the Trust will not be obligated to pay any additional expenses. If the Distributor's expenses are less than such distribution and service fees, it will retain its full fees and realize a profit.

The distribution and/or service fees may also be used by the Distributor to compensate on a continuing basis brokers in consideration for the distribution, marketing, administrative and other services and activities provided by brokers with respect to the promotion of the sale of each Fund's shares and the maintenance of related shareholder accounts.

Class A Plan. Under the Class A Plan, each Fund may pay the Distributor for its distribution-related expenses with respect to Class A shares at an annual rate of up to .30 of 1% of the average daily net assets of the Class A shares. The Class A Plan provides that (1) up to .25 of 1% of the average daily net assets of the Class A shares may be used to pay for personal service and/or the maintenance of shareholder accounts (service fee) and (2) total distribution fees (including the service fee of .25 of 1%) may not exceed .30 of 1% of the average daily net assets of the Class A shares. The Distributor also receives an initial sales charge from shareholders. The Distributor has contractually agreed to limit its distribution and service (12 b-1) fees payable under the Class A Plan to .25 of 1% of the average daily net assets of the Class A shares for the year ending July 31, 2006.

The table below sets forth the payments received by the Distributor under the Class A Plan, the amount spent by the Distributor in distributing Class A shares and the amount of initial sales charges received by the Distributor in connection with the sale of Class A shares for the fiscal years ended July 31, 2005 and 2004.

Amounts Received by the Distributor of Class A Shares

	Distribution Fees Received by Distributor				Amount Spent Distributing Class A Shares				Initial Sales Charges
Fund	2005		2004		2005		2004		2005		2004
Conservative Allocation Fund	$	106,598	$	81,776	$	86,612	$	65,298	$	398,100	$	354,900
Moderate Allocation Fund	$	227,575	$	180,107	$	156,141	$	114,900	$	644,500	$	498,700
Growth Allocation Fund	$	131,472	$	108,813	$	111,294	$	85,889	$	337,200	$	257,100

The amounts spent by the Distributor in distributing Class A shares was primarily for the payment of account servicing fees to financial advisers and other persons who sell Class A shares. Through each period, the Distributor limited the amount of the 12b-1 fee to .25 of 1% of the average daily net assets of Class A shares.

B-59

Class B and Class C Plans. Under the Class B and Class C Plans, each Fund pays the Distributor for its distribution-related expenses with respect to these shares at an annual rate of 1% of the average daily net assets of each of the applicable class of shares. The Class B and Class C Plans provide for the payment to the Distributor of (1) an asset-based sales charge of .75 of 1% of the average daily net assets of each of the Class B and Class C shares, respectively, and (2) a service fee of .25 of 1% of the average daily net assets of each of the Class B and Class C shares. The service fee is used to pay for personal service and/or the maintenance of shareholder accounts. The Distributor also receives contingent deferred s ales charges from certain redeeming shareholders and, with respect to Class C shares, an initial sales charge.

Class B Plan. For the fiscal years ended July 31, 2005 and 2004, the Distributor received the distribution fees paid by the Funds and the proceeds of contingent deferred sales charges (CDSCs) paid by investors on the redemption of Class B shares as set forth below:

Amounts Received by the Distributor for Class B Shares

	Distribution Fee				Approximate CDSCs
Fund	2005		2004		2005		2004
Conservative Allocation Fund	$	1,143,425	$	1,043,090	$	230,100	$	192,500
Moderate Allocation Fund	$	1,841,973	$	1,575,502	$	315,000	$	302,400
Growth Allocation Fund	$	1,031,396	$	905,348	$	166,600	$	176,800

For the fiscal year ended July 31, 2005, it is estimated that the Distributor spent approximately the following amounts in connection with the distribution of the Funds' Class B shares:

Amounts Spent by the Distributor in Connection with Class B Shares

Fund	Printing and Mailing Prospectuses to Other than Current Shareholders			Compensation to Broker/Dealers for Commissions to Representatives and Other Expenses*			Commission Payments to Financial Advisors of Wachovia Securities			Overhead Costs*			Total Amount Spent by Distributor
Conservative Allocation Fund	$	4,400	(0.5%)	$	451,200	(50.7%)	$	282,200	(31.7%)	$	152,100	(17.1%)	$	889,900
Moderate Allocation Fund	$	5,100	(0.3%)	$	651,100	(44.4%)	$	457,500	(31.2%)	$	353,300	(24.1%)	$	1,467,000
Growth Allocation Fund	$	4,200	(0.5%)	$	363,600	(44.2%)	$	256,700	(31.2%)	$	197,600	(24.1%)	$	822,100

  *  Includes (1) the expenses of operating the branch offices of Wachovia Securities and Prusec in connection with the sale of Fund shares, including lease costs, the salaries and employee benefits of operations and sales support personnel, utility costs, communication costs and the costs of stationery and supplies, (2) the cost of client sales seminars, (3) expenses of mutual fund sales coordinators to promote the sale of Fund shares and (d) other incidental expenses relating to branch promotion of Fund sales.

Class C Plan. For the fiscal years ended July 31, 2005 and 2004, the Distributor received the distribution fees paid by the Funds under the Class C Plan, initial sales charges, and the proceeds of paid by investors on the redemption of shares as set forth below:

Amounts Received by the Distributor of Class C Shares

	Amount of Distribution Fee				Approximate Initial Sales Charges			Approximate CDSCs
Fund	2005		2004		2005	2004		2005		2004
Conservative Allocation Fund	$	438,188	$	419,385	*-	$	33,000	$	16,600	$	30,000
Moderate Allocation Fund	$	1,084,337	$	942,522	*-	$	107,100	$	28,000	$	46,000
Growth Allocation Fund	$	685,554	$	584,650	*-	$	72,400	$	15,500	$	26,600

  *  Class C shares no longer bear an initial sales charege.

B-60

For the fiscal year ended July 31, 2005, it is estimated that the Distributor spent approximately the following amounts in connection with the distribution of the Funds' Class C shares:

Fund	Printing and Mailing Prospectuses to Other than Current Shareholders			Compensation to Broker/Dealers for Commissions to Representatives and Other Expenses*			Commission Payments to Financial Advisors of Wachovia Securities			Overhead Costs*			Total Amount Spent by Distributor
Conservative Allocation Fund	$	1,700	(0.4%)	$	13,900	(3.1%)	$	370,800	(82.9%)	$	60,900	(13.6%)	$	447,300
Moderate Allocation Fund	$	3,000	(0.3%)	$	10,000	(0.9%)	$	885,400	(78.6%)	$	227,700	(20.2%)	$	1,126,100
Growth Allocation Fund	$	2,900	(0.4%)	$	3900	(0.6%)	$	245,700	(75.1%)	$	145,800	(20.9%)	$	698,300

  *  Includes (1) the expenses of operating the branch offices of Wachovia Securities and Prusec in connection with the sale of Fund shares, including lease costs, the salaries and employee benefits of operations and sales support personnel, utility costs, communication costs and the costs of stationery and supplies, (2) the cost of client sales seminars, (3) expenses of mutual fund sales coordinators to promote the sale of Fund shares and (d) other incidental expenses relating to branch promotion of Fund sales.

Class M and Class X Plans. Under the Class M and Class X Plans, each Fund pays the Distributor for its distribution-related expenses with respect to these shares at an annual rate of 1% of the average daily net assets of each of the applicable shares. The Class M and Class X Plans provide that (1) up to .25% of the average daily net assets of the Class M and Class X shares, respectively, may be used to pay for personal service and/or the maintenance of shareholder accounts (service fee) and (2) total distribution fees (including the service fee of .25%) may not exceed .50% of the average daily net assets of the Class M and Class X shares, respectively.

Class M Plan. For the period October 4, 2004 through July 31, 2005, the Distributor received the distribution fees paid by the Funds and the proceeds of paid by investors on the redemption of shares as set forth below:

Amounts Received by the Distributor of Class M Shares

	Amount of Distribution Fee		Approximate CDSCs
Fund	2005		2005
Conservative Allocation Fund	$	9,168	$	3,100
Moderate Allocation Fund	$	18,107	$	16,000
Growth Allocation Fund	$	12,672	$	4,300

For the period October 4, 2004 through July 31, 2005, it is estimated that the Distributor spent approximately the following amounts in connection with the distribution of the Funds' Class M shares:

Fund	Printing and Mailing Prospectuses to Other than Current Shareholders		Compensation to Broker/Dealers for Commissions to Representatives and Other Expenses*	Commission Payments to Financial Advisors of Wachovia Securities			Overhead Costs*			Total Amount Spent by Distributor
Conservative Allocation Fund $-(0%)	$	-	(0%)	$	144	(100%)	$	-	(0%)	$	144
Moderate Allocation Fund $-  (0%)	$	-	(0%)	$	1,100	(26.2%)	$	3,100	(73.8%)	$	4,200
Growth Allocation Fund $-  (0%)	$	-	(0%)	$	500	(16.7%)	$	2,500	(83.3%)	$	3,000

  *  Includes (1) the expenses of operating the branch offices of Wachovia Securities and Prusec in connection with the sale of Fund shares, including lease costs, the salaries and employee benefits of operations and sales support personnel, utility costs, communication costs and the costs of stationery and supplies, (2) the cost of client sales seminars, (3) expenses of mutual fund sales coordinators to promote the sale of Fund shares and (d) other incidental expenses relating to branch promotion of Fund sales.

Class X Plan. For the period October 4, 2004 through July 31, 2005, the Distributor received the distribution fees paid by the Funds and the proceeds of paid by investors on the redemption of shares as set forth below:

Amounts Received by the Distributor of Class X Shares

	Amount of Distribution Fee		Approximate CDSCs
Fund	2005		2005
Conservative Allocation Fund	$	7,010	$	600
Moderate Allocation Fund	$	9,079	$	3,800
Growth Allocation Fund	$	5,001	$	1,500

B-61

For the period October 4, 2004 through July 31, 2005, it is estimated that the Distributor spent approximately the following amounts in connection with the distribution of the Funds' Class X shares:

Fund	Printing and Mailing Prospectuses to Other than Current Shareholders			Compensation to Broker/Dealers for Commissions to Representatives and Other Expenses*			Commission Payments to Financial Advisors of Wachovia Securities				Overhead Costs*				Total Amount Spent by Distributor
Conservative Allocation Fund	$	-	(0%)	$	-	(0%)	$	293	(100	%)	$	-	(0	%)	$	293
Moderate Allocation Fund	$	-	(0%)	$	-	(0%)	$	350	(16.7	%)	$	1,750	(83.3	%)	$	2,100
Growth Allocation Fund	$	-	(0%)	$	-	(0%)	$	250	(22.7	%)	$	850	(77.3	%)	$	1,100

  *  Includes (1) the expenses of operating the branch offices of Wachovia Securities and Prusec in connection with the sale of Fund shares, including lease costs, the salaries and employee benefits of operations and sales support personnel, utility costs, communication costs and the costs of stationery and supplies, (2) the cost of client sales seminars, (3) expenses of mutual fund sales coordinators to promote the sale of Fund shares and (d) other incidental expenses relating to branch promotion of Fund sales.

Class R Plan. Under the Class R Plan, each Fund may pay the Distributor for its distribution-related expenses with respect to Class R shares at an annual rate of up to .75 of 1% of the average daily net assets of the Class R shares. The Class R Plan provides that (1) up to .25 of 1% of the average daily net assets of the Class R shares may be used as a service fee and (2) total distribution fees (including the service fee of .25 of 1%) may not exceed .75 of 1% of the average daily net assets of the Class R shares. The distributor has contractually agreed to limit its distribution and service (12b-1) fees payable under the Class R Plan to .50 of 1% of the average daily net assets of the Class R shares for the year ending July 31 , 2006.

Class R Plan. For the period October 4, 2004 through July 31, 2005, the Distributor received the distribution fees paid by the Funds and the proceeds of paid by investors on the redemption of shares as set forth below:

Amounts Received by the Distributor of Class R Shares

	Amount of Distribution Fee
Fund	2005
Conservative Allocation Fund	$	10
Moderate Allocation Fund	$	11
Growth Allocation Fund	$	11

For the period October 4, 2004 through July 31, 2005, it is estimated that the Distributor spent approximately the following amounts in connection with the distribution of the Funds' Class R shares:

Fund	Printing and Mailing Prospectuses to Other than Current Shareholders			Compensation to Broker/Dealers for Commissions to Representatives and Other Expenses*					Commission Payments to Financial Advisors of Wachovia Securities			Overhead Costs*				Total Amount Spent by Distributor
Conservative Allocation Fund	$	-	(0%)	$	-	(0%)			$	-	(0%)	$	8	(100.0	%)	$	8
Moderate Allocation Fund	$	-	(0%)	$	-	(0%)			$	-	(0%)	$	10	(100.0	%)	$	10
Growth Allocation Fund	$	-	(0%)	$	-		(0	%)	$	-	(0%)	$	8	(100.0	%)	$	8

  *  Includes (1) the expenses of operating the branch offices of Wachovia Securities and Prusec in connection with the sale of Fund shares, including lease costs, the salaries and employee benefits of operations and sales support personnel, utility costs, communication costs and the costs of stationery and supplies, (2) the cost of client sales seminars, (3) expenses of mutual fund sales coordinators to promote the sale of Fund shares and (d) other incidental expenses relating to branch promotion of Fund sales.

Distribution expenses attributable to the sale of shares of each Fund under the Plans will be allocated to each share class based upon the ratio of sales of each such class to the sales of all classes subject to a Plan shares of that Fund other than expenses allocable to a particular class. The distribution fee and sales charge of one class will not be used to subsidize the sale of another class.

The Plans continue in effect from year to year, provided that each such continuance is approved at least annually by a vote of the Board, including a majority vote of the Independent Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in any of the Plans or in any agreement related to any Plan (the Rule 12b-1 Trustees), cast in person at a meeting called for the purpose of voting on such continuance. The Plans may each be terminated at any time, without penalty, by the vote of a majority of the Rule 12b-1 Trustees or by the vote of the holders of a majority of the outstanding shares of the applicable class on not more than 60 days', nor less than 30 days', written notice to any other party to the Plans. The Plans may not be amended to increase materially the amounts to be spent for the services described

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therein without approval by the shareholders of the applicable class, and all material amendments are required to be approved by the Board in the manner described above. Each Plan will automatically terminate in the event of its assignment. The Trust will not be obligated to pay expenses incurred under any Plan if it is terminated or not continued.

Pursuant to each Plan, the Board will review at least quarterly a written report of the distribution expenses incurred on behalf of each class of shares of the Trust by the Distributor. The report will include an itemization of the distribution expenses and the purposes of such expenditures. In addition, as long as the Plans remain in effect, the selection and nomination of Rule 12b-1 Trustees shall be committed to the Rule 12b-1 Trustees.

Pursuant to the Distribution Agreement, the Trust has agreed to indemnify the Distributor to the extent permitted by applicable law against certain liabilities under the Securities Act.

In addition to distribution and service fees paid by each Fund under the Class A, Class B, Class C, Class M, Class R and Class X Plans, the Manager (or one of its affiliates) may make payments to dealers (including Wachovia) and other persons who distribute shares of the Trust (including Class Z shares). Such payments may be calculated by reference to the NAV of shares sold by such persons or otherwise.

Fee Waivers/Subsidies

PI may from time to time waive all or a portion of its management fee and subsidize all or a portion of the operating expenses of any Fund. In addition, Fee waivers and subsidies will increase a Fund's total return.

NASD Maximum Sales Charge Rule

Pursuant to National Association of Securities Dealers (NASD) Conduct Rules, the Distributor is required to limit aggregate initial sales charges, deferred sales charges and asset-based sales charges to 6.25% of total gross sales of each class of shares of each Fund. In the case of Class B shares, interest charges equal to the prime rate plus one percent per annum may be added to the 6.25% limitation. Sales from the reinvestment of dividends and distributions are not required to be included in the calculation of the 6.25% limitation. The annual asset-based sales charge with respect to Class B and Class C shares of a Fund may not exceed .75 of 1%. The 6.25% limitation applies to each Fund rather than on a per shareholder basis. If aggregate sales charges were to exceed 6.25% of total gross sales of any class, all sales charges on shares of that class would be suspended.

Other Service Providers

The Bank of New York (BNY), located at One Wall Street, New York, New York 10286, serves as Custodian for the Trust's portfolio securities and cash, and in that capacity maintain certain financial and accounting books and records pursuant to an agreement with the Trust. Subcustodians provide custodial services for each Fund's foreign assets held outside the United States. On or about October 17, 2005, PFPC Trust Company (PFPC) will become the Trust's Custodian. PFPC is located at Airport Business Center, International Court 2, 200 Stevens Drive, Philadelphia, Pennsylvania 19113.

Prudential Mutual Fund Services LLC (PMFS), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, serves as the transfer and dividend disbursing agent of the Trust. PMFS is a wholly-owned subsidiary of PIFM Holdco, Inc, the parent of PI, the Manager. PMFS provides customary transfer agency services to the Trust, including the handling of shareholder communications, the processing of shareholder transactions, the maintenance of shareholder account records, payment of dividends and distributions and related functions. For these services, PMFS receives an annual fee of $10.00 per shareholder account, a new account set-up fee of $2.00 for each manually-established account and a monthly inactive zero balance account fee of $0.20 per shareholder account. PMFS is also reimbursed for its out-of-pocket expenses, including but not limited to postage, stationery, printing, allocable communication e xpenses and other costs.

KPMG LLP, 345 Park Avenue, New York, New York 10154, serves as the Trust's independent registered public accounting firm and in that capacity audited the financial statements of the Trust for the fiscal year ended July 31, 2005.

Codes of Ethics

The Trust has adopted a Code of Ethics. In addition, the Manager, PIM, the Advisers and the Distributor have each adopted a Code of Ethics (the Codes). The Codes permit personnel subject to the Codes to invest in securities, including securities that may be purchased or held by the Trust. However, the protective provisions of the Codes prohibit certain investments and limit such personnel from making investments during periods when the Trust is making such investments. The Codes are on public file with, and are available from, the Commission.

Proxy Voting Policies and Recordkeeping Procedures

The Board has delegated to the Trust's Manager the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Funds. The Funds authorize the Manager to delegate, in whole or in part, its proxy voting

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authority to its Adviser or third party vendors, consistent with the policies set forth below. The proxy voting process shall remain subject to the supervision of the Board, including any Committee thereof established for that purpose.

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

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

A summary of the proxy voting policies of the Trust's Advisers are set forth in Appendix III of this SAI.

Information about how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling (800) 225-1852 or by visiting the SEC's website, http://www.sec.gov.

BROKERAGE ALLOCATION AND OTHER PRACTICES

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

The Manager is responsible for decisions to buy and sell securities, futures contracts and options thereon for the Funds, the selection of brokers, dealers and futures commission merchants to effect the transactions and the negotiation of brokerage commissions, if any. For purposes of this section, the term "Manager" includes the Advisers. Broker-dealers may receive negotiated brokerage commissions on transactions in portfolio securities, including options, futures, and options on futures transactions and the purchase and sale of underlying securities upon the exercise of options. On foreign securities exchanges, commissions may be fixed. Orders may be directed to any broker, dealer or futures commission merchant including, to the extent and in the manner permitted by applicable law, Wachovia, one of the Advisers or an affiliate thereof (an affiliated broker). Brokerage commissions on United States sec urities, options and futures exchanges or boards of trade are subject to negotiation between the Manager and the broker or futures commission merchant.

In the over-the-counter market, securities are generally traded on a "net" basis, with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price that includes an amount of compensation to the underwriter, generally referred to as the underwriter's concession or discount. On occasion, certain money market instruments and U.S. government agency securities may be purchased directly from an issuer, in which case no commissions or discounts are paid. No Fund will deal with an affiliated broker in any transaction in which an affiliated broker acts as principal. Thus, it will not deal in the over-the-counter market with an affiliated broker acting as market maker, and it will not execute a negotiated trade with an affiliated broker if execution involves an affiliated broker acting as principal with respect to any part of the Fund's order.

In placing orders for portfolio securities of a Fund, the Manager's overriding objective is to obtain the best possible combination of price and efficient execution. The Manager seeks to effect each transaction at a price and commission that provides the most favorable total cost or proceeds reasonably attainable under the circumstances. The factors that the Manager may consider in selecting a particular broker, dealer or futures commission merchant (firms) are the Manager's knowledge of negotiated commission rates currently available and other current transaction costs; the nature of the portfolio transaction; the size of the transaction; the desired timing of the trade; the activity existing and expected in the market for the particular transaction; confidentiality; the execution, clearance and settlement capabilities of the firms; the availability of research and research related services provided t hrough such firms; the Manager's knowledge of the financial stability of the firms; the Manager's knowledge of actual or apparent operational problems of firms; and the amount of capital, if any, that would be contributed by firms executing the transaction. Given these factors, a Fund may pay transaction costs in excess of that which another firm might have charged for effecting the same transaction.

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When the Manager selects a firm that executes orders or is a party to portfolio transactions, relevant factors taken into consideration are whether that firm has furnished research and research-related products and/or services, such as research reports, research compilations, statistical and economic data, computer data bases, quotation equipment and services, research-oriented computer software, hardware and services, reports concerning the performance of accounts, valuations of securities, investment related periodicals, investment seminars and other economic services and consultants. Such services are used in connection with some or all of the Manager's investment activities; some of such services, obtained in connection with the execution of transactions for one investment account, may be used in managing other accounts, and not all of these services may be used in connection with a Fund.

The Manager maintains an internal allocation procedure to identify those firms who have provided it with research and research-related products and/or services, and the amount that was provided, and to endeavor to direct sufficient commissions to them to ensure the continued receipt of those services that the Manager believes provide a benefit to the Funds and its other clients. The Manager makes a good faith determination that the research and/or service is reasonable in light of the type of service provided and the price and execution of the related portfolio transactions.

When the Manager deems the purchase or sale of equities to be in the best interests of a Fund or its other clients, including Prudential, the Manager may, but is under no obligation to, aggregate the transactions in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the transactions, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be most equitable and consistent with its fiduciary obligations to its clients. The allocation of orders among firms and the commission rates paid are reviewed periodically by the Board. Portfolio securities may not be purchased from any underwriting or selling syndicate of which an affiliated broker, during the existence of the syndicate, is a principal underwriter (as defined in the 1940 Act), except in accordance with rules of the Commis sion. This limitation, in the opinion of the Trust, will not significantly affect any Fund's ability to pursue its present investment objective. However, in the future in other circumstances, a Fund may be at a disadvantage because of this limitation in comparison to other funds with similar objectives but not subject to such limitations.

Subject to the above considerations, an affiliated broker may act as a securities broker or futures commission merchant for the Funds. In order for an affiliated broker to effect any portfolio transactions for the Funds, the commissions, fees or other remuneration received by the affiliated broker must be reasonable and fair compared to the commissions, fees or other remuneration paid to other firms in connection with comparable transactions involving similar securities or futures contracts being purchased or sold on an exchange or board of trade during a comparable period of time. This standard would allow the affiliated broker to receive no more than the remuneration that would be expected to be received by an unaffiliated firm in a commensurate arm's-length transaction. Furthermore, the Board, including a majority of the Independent Trustees, has adopted procedures that are reasonably designed to pr ovide that any commissions, fees or other remuneration paid to the affiliated broker are consistent with the foregoing standard. In accordance with Section 11(a) of the Securities Exchange Act of 1934, as amended, Wachovia Securities may not retain compensation for effecting transactions on a national securities exchange for the Trust unless the Trust has expressly authorized the retention of such compensation. Wachovia Securities must furnish to the Trust at least annually a statement setting forth the total amount of all compensation retained by the affiliated broker from transactions effected for the Trust during the applicable period. Brokerage and futures transactions with Wachovia Securities (or any affiliate) are also subject to such fiduciary standards as may be imposed upon Wachovia Securities (or such affiliate) by applicable law.

The table below sets forth certain information concerning the payment of commissions by the Funds, including the commissions paid to an affiliated broker for the three fiscal years ended July 31, 2005, July 31, 2004 and July 31, 2003.

	Conservative Allocation Fund									Moderate Allocation Fund
	FYE July 31, 2005			FYE July 31, 2004			FYE July 31, 2003			FYE July 31, 2005			FYE July 31, 2004			FYE July 31, 2003
Total brokerage commissions paid by the Fund	$	195,941		$	240,154		$	230,796		$	513,957		$	630,725		$	582,702
Total brokerage commissions paid to Wachovia Securities or affiliates of   the Trust or the Advisers	$	3,276		$	1,587		$	110		$	7,476		$	3,663			-
Percentage of total brokerage commissions paid to Wachovia   Securities or affiliates of the Trust or   the Advisers		0.14	%		0.66	%		0.05	%		1.45	%		0.58	%		-
Percentage of the aggregate dollar amount of portfolio transactions involving the   payment of commissions through   Wachovia Securities or affiliates of   the Trust or the Advisers		0.03	%		0.18	%		0	%		0.57	%		0.27	%		-

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	Growth Allocation Fund
	FYE July 31, 2005			FYE July 31, 2004			FYE July 31, 2003
Total brokerage commissions paid by the Fund	$	431,651		$	597,889		$	552,083
Total brokerage commissions paid to Wachovia Securities or affiliates of   the Trust or the Advisers	$	5,918		$	2,867		$	324
Percentage of total brokerage commissions paid to Wachovia   Securities or affiliates of the Trust or   the Advisers		1.37	%		0.48	%		0.06	%
Percentage of the aggregate dollar amount of portfolio transactions involving the   payment of commissions through   Wachovia Securities or affiliates of   the Trust or the Advisers		0.93	%		0.28	%		0.1	%

The Trust is required to disclose the Funds' holdings of securities of the Trust's regular brokers and dealers (as defined in Rule 10b-1 under the 1940 Act) and their parents as of July 31, 2005. As of that date, each Fund held securities of the following brokers and dealers:

Conservative Allocation

Name	Value of Holdings as of July 31, 2005		Debt/Equity
Citigroup, Inc.	$	735,150	Equity
Goldman Sachs Group Inc. (The)		644,773	Equity
Merrill Lynch & Co., Inc.		76,414	Equity
Lehman Brothers Holdings, Inc.		251,050	Equity
Bank of America		710,680	Equity
Jefferies Group, Inc.		152,921	Equity

Moderate Allocation

Name	Value of Holdings as of July 31, 2005		Debt/Equity
Barclays PLC	$	1,092,522	Equity
Bank of America Corp.		1,752,720	Equity
BNP Paribas SA		441,166	Equity
Goldman Sachs Group, Inc. (The)		1,687,436	Equity
Lehman Brothers Holdings, Inc.		594,826	Equity
Merrill Lynch & Co., Inc.		193,974	Equity
Morgan Stanley		647,210	Equity

Growth Allocation

Name	Value of Holdings as of July 31, 2005		Debt/Equity
Barclays PLC	$	1,042,595	Equity
BNP Paribas SA		426,702	Equity
Citigroup, Inc.		1,487,700	Equity
Goldman Sachs Group, Inc. (The)		1,440,232	Equity
Jefferies Group, Inc.		549,689	Equity
Lehman Brothers Holdings, Inc.		519,658	Equity
Merrill Lynch & Co., Inc.		170,462	Equity
Morgan Stanley		535,805	Equity

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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required by law, the Funds' portfolio holdings as of the fiscal quarter end are reported to the SEC within approximately 60 days after the end of the Funds' first and third fiscal quarters. Each Fund will provide a full list of its portfolio holdings as of the end of each month on its website within approximately 30 days after the end of the month. In addition, a Fund may release its top ten holdings, sector and country breakdowns, and largest industries on a monthly basis, with the information as of a date 15 days prior to the release. Such information will be posted to the Funds' website within 15 days after the end of each month. These postings can be located at www.strategicpartners.com, and are available for at least six months from the date of their posting.

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

Procedures for Release of Portfolio Holdings Information:

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

2.  The request shall be forwarded to the Chief Compliance Officer of the Fund, or his delegate, for review and approval.

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

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

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

6.  PI's Fund Administration Department shall arrange for the release of holdings information by the custodian banks.

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

1.  Traditional External Recipients / Vendors

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

•  Full holdings on a daily basis to the Funds' subadviser, custodian, sub-custodians (if any) and accounting agents at the end of each day.

•  Full holdings to the Funds' independent registered public accounting firm as soon as practicable following the Funds' fiscal year-end or on an as-needed basis.

•  Full holdings to financial printers as soon as practicable following the end of the Funds' quarterly, semi and annual period-ends.

2.  Analytical Service Providers

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

•  Full holdings on a daily basis to FT Interactive Data (a fair value information service) at the end of each day.

•  Full holdings to FactSet and Lipper, Inc. (investment research providers) on a daily and monthly basis, respectively.

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

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

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

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

CAPITAL SHARES, OTHER SECURITIES AND ORGANIZATION

The Trust is authorized to issue an unlimited number of shares of beneficial interest, $.001 par value per share, divided into three series (the Funds). Each Fund is divided into seven classes, designated Class A, Class B, Class C, Class M, Class R, Class X and Class Z shares. Each class of shares represents an interest in the same assets of the Fund and is identical in all respects except that (1) each class is subject to different sales charges and distribution and/or service fees (except for Class Z shares, which are not subject to any sales charges or distribution and/or service fees), which may affect performance, (2) each class has exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and has separate voting rights on any matter submitted to shareholders in which the interests of one class differ fr om the interests of any other class, (3) each class has a different exchange privilege, (4) Class B, Class M and Class X shares have a conversion feature and (5) Class R and Class Z shares are offered exclusively for sale to a limited group of investors. In accordance with the Trust's Agreement and Declaration of Trust, the Trustees may authorize the creation of additional series and classes within such series, with such preferences, privileges, limitations and voting and dividend rights as the Trustees may determine. The voting rights of the shareholders of a series or class can be modified only by the vote of shareholders of that series or class.

Shares of each Fund, when issued, are fully paid, nonassessable, fully transferable and redeemable at the option of the holder. Shares are also redeemable at the option of the Trust under certain circumstances. Each share of each class is equal as to earnings, assets and voting privileges, except as noted above, and each class of shares (with the exception of Class Z shares, which are not subject to any distribution or service fees) bears the expenses related to the distribution of its shares. Except for the conversion feature applicable to the Class B, Class M and Class X shares, there are no conversion, preemptive or other subscription rights. In the event of liquidation, each share of a Fund is entitled to its portion of all of the Fund's assets after all debt and expenses of the Fund have been paid. Since Class B, Class C, Class M and Class X shares generally bear higher distribution expenses than Class A and Class R shares, the liquidation proceeds to shareholders of those classes are likely to be lower than to Class A and Class R shareholders and to Class Z shareholders, whose shares are not subject to any distribution and/or service fees.

The Trust does not intend to hold annual meetings of shareholders unless otherwise required by law. The Trust will not be required to hold meetings of shareholders unless, for example, the election of Trustees is required to be acted on by shareholders under the 1940 Act. Shareholders have certain rights, including the right to call a meeting upon the vote of 10% of the Fund's outstanding shares for the purpose of voting on the removal of one or more Trustees or to transact any other business. The Trust will render assistance to those shareholders who call such a meeting.

Under the Agreement and Declaration of Trust, the Trustees may authorize the creation of additional series of shares (the proceeds of which would be invested in separate, independently managed portfolios with distinct investment objectives and policies and share purchase, redemption and NAV procedures) with such preferences, privileges, limitations and voting and dividend rights as the Trustees may determine. All consideration received by the Trust for shares of any additional series, and all assets in which such consideration is invested, would belong to that series (subject only to the rights of creditors of that series) and would be subject to the liabilities related thereto.

The Trustees have the power to alter the number and the terms of office of the Trustees, provided that at all times at least a majority of the Trustees have been elected by the shareholders of the Trust. The voting rights of shareholders are not cumulative, so that holders of more than 50 percent of the shares voting can, if they choose, elect all Trustees being selected, while the holders of the remaining shares would be unable to elect any Trustees.

PURCHASE, REDEMPTION AND PRICING OF FUND SHARES

Shares of a Fund may be purchased at a price equal to the next determined NAV per share plus a sales charge that, at the election of the investor, may be imposed either (i) at the time of purchase (Class A shares) or (ii) on a deferred basis (Class B and Class C shares). Class Z and Class R shares of the Funds are offered to a limited group of investors at NAV without any sales charges. Class M and Class X shares are closed to new purchases and are available only through exchange. Class M and Class X shares bear sales charges that may be imposed on a deferred basis. See "How to Buy, Sell and Exchange Shares of the Funds" in the Funds' prospectus.

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Purchase by Wire

For an initial purchase of shares of a Fund by wire, you must complete an application and telephone PMFS at (800) 225-1852 (toll-free) to receive an account number. PMFS will request the following information: your name, address, tax identification number, class election, dividend distribution election, amount being wired and wiring bank. You should then give instructions to your bank to transfer funds by wire to the Fund's Custodian, as directed to you by PMFS, specifying on the wire the account number assigned by PMFS and your name and identifying the Fund and class in which you are investing (Class A, Class B, Class C or Class Z shares).

If you arrange for receipt by the Custodian prior to the calculation of NAV (once each business day at the close of regular trading on the New York Stock Exchange (NYSE), usually 4:00 p.m. New York time) on a business day, you may purchase shares of a Fund as of that day. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day's NAV if your order to purchase is received after the close of regular trading on the NYSE.

In making a subsequent purchase order by wire, you should wire the Custodian directly and should be sure that the wire specifies Strategic Partners Asset Allocation Funds, the Fund in which you would like to invest, Class A, Class B, Class C or Class Z shares and your name and individual account number. It is not necessary to call PMFS to make subsequent purchase orders utilizing federal funds. The minimum amount that may be invested by wire is $1,000.

Issuance of Fund Shares for Securities

Transactions involving the issuance of Fund shares for securities (rather than cash) will be limited to (1) reorganizations, (2) statutory mergers, or (3) other acquisitions of portfolio securities that (a) meet the investment objective and policies of the Fund, (b) are liquid and not subject to restrictions on resale, (c) have a value that is readily ascertainable via listing on or trading in a recognized United States or international exchange or market, and (d) are approved by an Adviser.

Specimen Price Make-Up

Under the current distribution arrangements between the Trust and the Distributor, the Distributor sells Class A shares at NAV plus a maximum front-end sales charge of 5.50% and Class B, Class C and Class Z shares at NAV. Using the NAV of each Fund at July 31, 2005, the maximum offering price of the Funds' shares is as follows. The maximum offering price of Class R shares is not yet available because they are new.

Class A	Conservative Allocation Fund		Moderate Allocation Fund		Growth Allocation Fund
NAV and redemption price per Class A share*	$	11.36	$	12.56	$	13.36
Maximum sales charge (5.50% of offering price)		0.66		0.73		0.78
Maximum offering price to public	$	12.02	$	13.29	$	14.14
Class B
NAV, offering price and redemption price per Class B share*	$	11.34	$	12.52	$	12.78
Class C
NAV, offering price and redemption price per Class C share*	$	11.34	$	12.52	$	12.78
Class M
NAV, offering price and redemption price per Class M share*	$	11.34	$	12.49	$	12.78
Class R
NAV, offering price and redemption price per Class R share	$	11.37	$	12.56	$	13.34
Class X
NAV, offering price and redemption price per Class X share*	$	11.33	$	12.52	$	12.79
Class Z
NAV, offering price and redemption price per Class Z share	$	11.37	$	12.58	$	13.58

  *  Class A, Class B, Class C, Class M and Class X shares are subject to a CDSC on certain redemptions. See "How to Buy, Sell and Exchange Shares of the Funds-How to Sell Your Shares-Contingent Deferred Sales Charge" in the Prospectus.

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Selecting a Purchase Alternative

The following is provided to assist you in determining which share class of a Fund best suits your individual circumstances and is based on the Fund's current fees and expenses:

If you intend to hold your investment in a Fund for less than 6 years and do not qualify for a reduced sales charge on Class A shares, since Class A shares are subject to a maximum initial sales of 5.50% and Class B shares are subject to a CDSC of 5% which declines to zero over a 6-year period, you should consider purchasing Class C shares over either Class A or Class B shares.

If you qualify for a reduced sales charge on Class A shares, you may benefit by purchasing Class A shares over Class B or Class C shares regardless of how long you intend to hold your investment. See the section of the Prospectus titled "Reducing or Waiving Class A's Initial Sales Charge." However, unlike Class B, you would not have all of your money invested initially because the initial sales charge on Class A shares is deducted at the time of purchase.

Class M and Class X shares are available only through exchanges from the same share class of certain Strategic Partners mutual funds. There are no sales charges on exchanges. The minimum initial investment for exchanges on Class M and Class X shares is $1,000.

With Class A shares, you pay an initial sales charge of 5.5% and the minimum purchase amount is $1,000. In addition, you may be subject to a 1% CDSC for shares redeemed within 12 months of purchase. With Class B shares, you only pay a sales charge if you sell your shares within 6 years of purchase (that is why it is called a Contingent Deferred Sales Charge, or CDSC), but the operating expenses each year may be higher than Class A share expenses. With Class C shares, you pay a 1% CDSC if you sell within 12 months of purchase (18 months if purchased prior to February 2, 2004), but the operating expenses may be higher than the expenses for Class A shares. With Class M and Class X shares, you pay no initial sales charge but you may be subject to a CDSC for shares redeemed within seven and eight years (seven years in the case of Class X shares purchased prior to August 19, 1998), respectively.

Class B and Class C Shares

The offering price of Class B and Class C shares is the NAV next determined following receipt of an order in proper form by the Transfer Agent, your broker or the Distributor. Although there is no sales charge imposed at the time of purchase, redemptions of Class B and Class C shares may be subject to a CDSC. See "Sale of Shares-Contingent Deferred Sales Charge" below.

The Distributor will pay, from its own resources, sales commissions at the time of sale of up to 4% of the purchase price of Class B shares to brokers, financial advisers and other persons who sell Class B shares. This facilitates the ability of the Funds to sell the Class B shares without an initial sales charge being deducted at the time of purchase. The Distributor anticipates that it will recoup its advancement of sales commissions from the combination of the CDSC and the distribution fee. See "How the Trust is Managed-Distributor." In connection with the sale of Class C shares, the Distributor may pay at the time of the sale, from its own resources, brokers, financial advisers and other persons who distribute Class C shares, a sales commission of up to 2% of the purchase price at the time of sale.

Class Z Shares

Class Z shares of each Fund currently are available for purchase by the following categories of investors:

•  pension, profit-sharing or other employee benefit plans qualified under Section 401 of the Internal Revenue Code, deferred compensation and annuity plans under Sections 457 and 403(b)(7) of the Internal Revenue Code and non-qualified plans for which a Fund is an available option (collectively, Benefit Plans), provided such Benefit Plans (in combination with other plans sponsored by the same employer or group of related employers) have at least $50 million in defined contribution assets;

•  participants in any fee-based program or trust program sponsored by an affiliate of the Distributor that includes mutual funds as investment options and for which a Fund is an available option;

•  current and former Trustees of the Trust; and

•  the Manager or an Adviser or any of their affiliates with an investment of $10 million or more; and

•  qualified state tuition programs (529 plans).

After a Benefit Plan qualifies to purchase Class Z shares, all subsequent purchases will be for Class Z shares.

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In connection with the sale of Class Z shares, the Manager, the Distributor or one of their affiliates may pay brokers, financial advisers and other persons who distribute shares a finder's fee, from its own resources, based on a percentage of the NAV of shares sold by such persons.

Class R Shares

Retirement Plans. Class R shares are offered for sale to certain retirement plans including IRAs, section 401 and 457 plans, and section 403 plans sponsored by section 501(c)(3) organizations. For more information about plan eligibility, call Prudential at (800) 353-2847.

Rights of Accumulation

Reduced sales charges also are available through rights of accumulation, under which an investor or an eligible group of related investors, as described above under "Combined Purchase and Cumulative Purchase Privilege," may aggregate the value of their existing holdings of shares of the Funds and shares of other JennisonDryden and Strategic Partners mutual funds (excluding money market funds, other than those acquired pursuant to the exchange privilege) to determine the reduced sales charge. However, the value of shares held directly with the Transfer Agent and through your broker will not be aggregated to determine the reduced sales charge. The value of existing holdings for purposes of determining the reduced sales charge is calculated using the maximum offering price (NAV plus maximum sales charge) as of the previous business day.

The Distributor, your broker or the Transfer Agent must be notified at the time of purchase that the investor is entitled to a reduced sales charge. The reduced sales charge will be granted subject to confirmation of the investor's holdings.

Sales of Shares

You can redeem your shares at any time for cash at the NAV next determined after the redemption request is received in proper form (in accordance with procedures established by the Transfer Agent in connection with investors' accounts) by the Transfer Agent, the Distributor or your broker. See "Net Asset Value" below. In certain cases, however, redemption proceeds will be reduced by the amount of any applicable CDSC, as described below. See "Contingent Deferred Sales Charge" below. If you are redeeming your shares through a broker, your broker must receive your sell order before a Fund computes its NAV for that day (at the close of regular trading on the NYSE, usually 4:00 p.m. New York time) in order to receive that day's NAV. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day's NAV if your order to sell is receiv ed after the close of regular trading on the NYSE. Your dealer will be responsible for furnishing all necessary documentation to the Distributor and may charge you for its services in connection with redeeming shares of a Fund.

If you hold shares in non-certificate form, a written request for redemption signed by you exactly as the account is registered is required. If you hold certificates, the certificates must be received by the Transfer Agent, the Distributor or your broker in order for the redemption request to be processed. If redemption is requested by a corporation, partnership, trust or fiduciary, written evidence of authority acceptable to the Transfer Agent must be submitted before such request will be accepted. All correspondence and documents concerning redemptions should be sent to the Trust in care of its Transfer Agent, Prudential Mutual Fund Services LLC, Attention: Redemption Services, P.O. Box 8149, Philadelphia, PA 19176, to the Distributor or to your broker.

Payment for redemption of recently purchased shares will be delayed until the Fund or its Transfer Agent has been advised that the purchase check has been honored, which may take up to 10 calendar days from the time of receipt of the purchase check by the Transfer Agent. Such delay may be avoided by purchasing shares by wire or by certified or cashier's check.

Expedited Redemption Privilege. By electing the Expedited Redemption Privilege, you may arrange to have redemption proceeds sent to your bank account. The Expedited Redemption Privilege may be used to redeem shares in an amount of $200 or more, except if an account for which an expedited redemption is requested has an NAV value of less than $200, the entire account will be redeemed. Redemption proceeds in the amount of $1,000 or more will be remitted by wire to your bank account at a domestic commercial bank that is a member of the Federal Reserve system. Redemption proceeds of less than $1,000 will be mailed by check to your designated bank account. Any applicable CDSC will be deducted from the redemption proceeds. Expedited redemption requests may be made by telephone or letter, must be received by your Fund prior to 4:00 p.m., New York time, to receive a redemption amount based on that day's NAV and are subject to the terms and conditions as set forth in the Prospectus regarding redemption of shares. For more information, see "How to Buy, Sell and Exchange Shares of the Funds-Telephone Redemptions or Exchanges" in the Prospectus. The Expedited Redemption Privilege may be modified or terminated at any time without notice. To receive further information, shareholders should contact PMFS at (800) 225-1852.

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Signature Guarantee. If the proceeds of the redemption (i) exceed $100,000, (ii) are to be paid to a person other than the shareholder, (iii) are to be sent to an address other than the address on the Transfer Agent's records, or (iv) are to be paid to a corporation, partnership, trust or fiduciary, the signature(s) on the redemption request or stock power must be signature guaranteed by an "eligible guarantor institution." An "eligible guarantor institution" includes any bank, dealer, savings association or credit union. PMFS reserves the right to request additional information from, and make reasonable inquiries of, any eligible guarantor institution.

Payment for shares presented for redemption will be made by check within seven days after receipt by the Transfer Agent, the Distributor or your broker of the certificate and written request, except as indicated below. If you hold shares through a broker, payment for shares presented for redemption will be credited to your account at your broker, unless you indicate otherwise. Such payment may be postponed or the right of redemption suspended at times (a) when the NYSE is closed for other than customary weekends and holidays, (b) when trading on the NYSE is restricted, (c) when an emergency exists as a result of which disposal by a Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for a Fund fairly to determine the value of its net assets, or (d) during any other period when the SEC, by order, so permits; provided that applicable rules and regulations of the SEC shall govern as to whether the conditions prescribed in (b), (c) or (d) exist.

Redemption in Kind. If the Board determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to make payment wholly or partly in cash, a Fund may pay the redemption price in whole or in part by a distribution in kind of securities from the investment portfolio of the Fund, in lieu of cash, in conformity with applicable rules of the Commission. Securities will be readily marketable and will be valued in the same manner as in a regular redemption. See "Sales of Shares" above. If your shares are redeemed in kind, you would incur transaction costs in converting the assets into cash. The Trust, however, has elected to be governed by Rule 18f-1 under the 1940 Act, under which each Fund is obligated to redeem shares solely in cash up to the l esser of $250,000 or 1% of the NAV of the Fund during any 90-day period for any one shareholder.

Involuntary Redemption. In order to reduce expenses of the Funds, the Board may redeem all of the shares of any shareholder, other than a shareholder that is an IRA or other qualified or tax-deferred retirement plan or account, whose account has an account value of less than $500 due to a redemption. The Trust will give such shareholders 60 days' prior written notice in which to purchase sufficient additional shares to avoid such redemption. No CDSC will be imposed on any such involuntary redemption.

90-day Repurchase Privilege. If you redeem your shares and have not previously exercised the repurchase privilege, you may reinvest any portion or all of the proceeds of such redemption in shares of the same Fund and account at the NAV next determined after the order is received, which must be within 90 days after the date of the redemption. Any CDSC paid in connection with such redemption will be credited (in shares) to your account. (If less than a full repurchase is made, the credit will be on a pro rata basis.) You must notify the Transfer Agent, either directly or through the Distributor or your broker, at the time the repurchase privilege is exercised to adjust your account for the CDSC you previously paid. Thereafter, any redemptions will be subject to the CDSC applicable at the time of the redemption. See "Contingent Deferred Sales Charge" below. Exercise of the repurchase privilege will generally not affect federal tax treatment of any gain realized upon redemption. However, if the redemption was made within a 30 day period of the repurchase and if the redemption resulted in a loss, some or all of the loss, depending on the amount reinvested, may not be allowed for federal income tax purposes.

Contingent Deferred Sales Charge

Certain redemptions of Class A shares within 12 months of purchase are subject to a 1% contingent deferred sales charge, or CDSC. (The CDSC is waived for certain retirement and/or benefit plans affiliated with Prudential.) Redemptions of Class B shares will be subject to a CDSC declining from 5% to zero over a six-year period. Class C shares redeemed within 12 months of purchase (18 months if purchased prior to February 2, 2004) will be subject to a 1% CDSC. Redemptions of Class M shares will be subject to a CDSC declining from 6% to zero over a seven-year period. Redemptions of Class X shares will be subject to a CDSC declining from 6% to zero over an eight year period (seven years in the case of Class X shares purchased prior to August 19, 1998). The CDSC will be deducted from the redemption proceeds and reduce the amount paid to you. The CDSC will be imposed on any redemption that reduces the current value of your Class A, Class B, Class C, Class M or Class X shares to an amount that is lower than the amount of all payments by you for shares during the preceding 12 months, in the case of Class A shares (in certain cases), six years, in the case of Class B shares, and 12 months, in the case of Class C shares (18 months if purchased prior to February 2, 2004), seven years, in the case of Class M shares and eight years, in the case of Class X shares (seven years in the case of Class X shares purchased prior to August 19, 1998). A CDSC will be applied on the lesser of the original purchase price or the current value of the shares being redeemed. Increases in the value of your shares or shares acquired through reinvestment of dividends or distributions are not subject to a CDSC. The amount of any CDSC will be paid to and retained by the Distributor. If you purchase or hold your shares through a broker, third party administrator or

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other authorized entity that maintains subaccount record keeping, any applicable CDSC that you will pay will be calculated and reported to PMFS by such broker, administrator or other authorized entity.

The amount of the CDSC, if any, will vary depending on the amount of time from the time of payment for the purchase of shares until the time of redemption of such shares. Solely for purposes of determining the period from the time of any payment for the purchase of shares, all payments during a month will be aggregated and deemed to have been made on the last day of the month. The CDSC will be calculated from the first day of the month after the initial purchase, excluding the time shares were held in a money market fund.

The following table sets forth the rates of the CDSC applicable to redemption of Class B, Class M and Class X shares:

	Contingent Deferred Sales Charge as a Percentage of Dollars Invested or Redemption Proceeds
Year Since Purchase Payment Made	Class B shares			Class M shares			Class X shares*
First		5	%		6	%		6	%
Second		4	%		5	%		5	%
Third		3	%		4	%		4	%
Fourth		2	%		3	%		4	%
Fifth		1	%		2	%		3	%
Sixth		1	%		2	%		2	%
Seventh		None			1	%		2	%
Eighth		None			None			1	%
Ninth		None			None			None
Tenth		None			None			None

  *  The CDSC for Class X shares purchased prior to August 19, 1998 is 6% in the first year, 5% in the second, 4% in the third, 3% in the fourth, 2% in the fifth and sixth year, and 1% in the seventh year.

In determining whether a CDSC is applicable to a redemption, the calculation will be made in a manner that results in the lowest possible rate. It will be assumed that the redemption is made first of amounts representing shares acquired pursuant to the reinvestment of dividends and distributions; then of amounts representing the increase in NAV above the total amount of payments for the purchase of Class A shares made during the preceding 12 months (in certain cases), six years for Class B shares, 12 months for Class C shares, seven years in the case of Class M shares and eight years in the case of Class X shares (seven years in the case of Class X shares purchased prior to August 19, 1998); then of amounts representing the cost of shares held beyond the applicable CDSC period; and finally, of amounts representing the cost of shares held for the longest period of time within the applicable CDSC period.

For example, assume you purchased 100 Class B shares at $10 per share for a cost of $1,000. Subsequently, you acquired 5 additional Class B shares through dividend reinvestment. During the second year after the purchase you decide to redeem $500 of your investment. Assuming at the time of the redemption the NAV had appreciated to $12 per share, the value of your Class B shares would be $1,260 (105 shares at $12 per share). The CDSC would not be applied to the value of the reinvested dividend shares and the amount that represents appreciation ($260). Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would be charged at a rate of 4% (the applicable rate in the second year after purchase) for a total CDSC of $9.60.

For federal income tax purposes, the amount of the CDSC will reduce the gain, or increase the loss, as the case may be, on the amount recognized on the redemption of shares.

Waiver of Contingent Deferred Sales Charge-Class B, Class M and Class X Shares. The CDSC will be waived in the case of a redemption following the death or disability of a shareholder or, in the case of a trust account, following the death or disability of the grantor. The waiver is available for total or partial redemptions of shares owned by a person, either individually or in joint tenancy, at the time of death or initial determination of disability, provided that the shares were purchased prior to death or disability.

The CDSC will also be waived in the case of a total or partial redemption in connection with certain distributions made under the Internal Revenue Code from a tax-deferred retirement plan, an IRA or Section 403(b) custodial account. For more information, call Prudential at (800) 353-2847.

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For distributions from an IRA or 403(b) Custodial Account, the shareholder must submit a copy of the distribution form from the custodial firm indicating (i) the date of birth of the shareholder and (ii) that the shareholder is over age 701/2. The distribution form must be signed by the shareholder.

The waiver does not apply in the case of a tax-free rollover or transfer of assets, other than one following a separation from service (that is, following voluntary or involuntary termination of employment or following retirement). Under no circumstances will the CDSC be waived on redemptions resulting from the termination of a tax-deferred retirement plan, unless such redemptions otherwise qualify for a waiver as described above. Shares purchased with amounts used to repay a loan from such plans on which a CDSC was not previously deducted will thereafter be subject to a CDSC without regard to the time such amounts were previously invested. In the case of a 401(k) plan, the CDSC will also be waived upon the redemption of shares purchased with amounts used to repay loans made from the account to the participant and from which the CDSC was previously deducted.

Systematic Withdrawal Plan. The CDSC will be waived (or reduced) on certain redemptions effected through a Systematic Withdrawal Plan. On an annual basis, up to 12% of the total dollar amount subject to the CDSC may be redeemed without charge. The Transfer Agent will calculate the total amount available for this waiver annually on the anniversary date of your purchase. The CDSC will be waived (or reduced) on redemptions until this threshold 12% is reached. The Systematic Withdrawal Plan is not available to participants in certain retirement plans. Please contact PMFS for more details.

In addition, the CDSC will be waived on redemptions of shares held by Trustees of the Trust.

You must notify the Trust's Transfer Agent either directly or through your broker at the time of redemption, that you are entitled to waiver of the CDSC and provide the Transfer Agent or your broker with such supporting documentation as it may deem appropriate. The waiver will be granted subject to confirmation of your entitlement. In connection with these waivers, the Transfer Agent will require you to submit the supporting documentation set forth below.

Category of Waiver	Required Documentation
Death	A certified copy of the shareholder's death certificate or, in the case of a trust, a certified copy of the grantor's death certificate, plus a copy of the trust agreement identifying the grantor
Disability-An individual will be considered disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to be of long-continued and indefinite duration.	A copy of the Social Security Administration award letter or a letter from a physician on the physician's letterhead stating that the shareholder is permanently disabled. In the case of a trust, a copy of the trust agreement identifying the grantor will be required. The letter must also indicate the date of disability.
Distribution from an IRA or 403(b) Custodial Account	A copy of the distribution form from the custodial firm indicating (i) the date of birth of the shareholder and (ii) that the shareholder is over age 701/2 and is taking a normal distribution-signed by the shareholder.
Distribution from Retirement Plan	A letter signed by the plan administrator/trustee indicating the reason for the distribution.
Excess Contributions	A letter from the shareholder (for an IRA) or the plan administrator/ trustee on company letterhead indicating the amount of the excess and whether or not taxes have been paid.

PMFS reserves the right to request such additional documents as it may deem appropriate.

Waiver of Contingent Deferred Sales Charge-Class C Shares

Benefit Plans. The CDSC will be waived on redemptions from Benefit Plans holding shares through a broker for which the broker provides administrative or recordkeeping services.

Automatic Conversion Feature-Class B, Class M and Class X Shares

Class B shares will automatically convert to Class A shares on a quarterly basis approximately seven years after purchase Class M shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Class X shares will automatically convert to Class A shares on a quarterly basis approximately ten years after purchase (eight years in

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the case of Class X shares purchased prior to August 19, 1998). Conversions will be effected at relative NAV without the imposition of any additional sales charge.

Since each Fund tracks amounts paid rather than the number of shares bought on each purchase of Class B, Class M and Class X shares, the number of Class B, Class M and Class X shares (excluding shares acquired through the automatic reinvestment of dividends and other distributions) eligible to convert to Class A shares (the Eligible Shares) will be determined on each conversion date in accordance with the following formula: (1) the ratio of (a) the amounts paid for Class B, Class M and Class X shares purchased at least seven, eight or ten years, respectively, prior to the conversion date to (b) the total amount paid for all Class B, Class M and Class X shares purchased and then held in your account (2) multiplied by the total number of Class B shares, Class M and Class X purchased and then held in your a ccount. Each time any Eligible Shares in your account convert to Class A shares, all shares or amounts representing Class B, Class M and Class X shares then in your account that were acquired through the automatic reinvestment of dividends and other distributions will convert to Class A shares.

For purposes of determining the number of Eligible Shares, if the Class B, Class M and Class X shares in your account on any conversion date are the result of multiple purchases at different NAVs per share, the number of Eligible Shares calculated as described above will generally be either more or less than the number of shares actually purchased approximately seven, eight or ten years, respectively, before such conversion date. For example, in the case of Class B shares, if 100 shares were initially purchased at $10 per share (for a total of $1,000) and a second purchase of 100 shares was subsequently made at $11 per share (for a total of $1,100), 95.24 shares would convert approximately seven years from the initial purchase (that is, $1,000 divided by $2,100 (47.62%), multiplied by 200 shares equals 95.24 shares). The Manager reserves the right to modify the formula for determini ng the number of Eligible Shares in the future as it deems appropriate on notice to shareholders.

Since annual distribution-related fees are lower for Class A shares than Class B, Class M and Class X shares, the per share NAV of the Class A shares may be higher than that of the Class B, Class M and Class X shares at the time of conversion. Thus, although the aggregate dollar value will be the same, you may receive fewer Class A shares than Class B, Class M and Class X shares converted.

For purposes of calculating the applicable holding period for conversions, all payments for Class B, Class M and Class X shares during a month will be deemed to have been made on the last day of the month, or for Class B, Class M and Class X shares acquired through exchange, or a series of exchanges, on the last day of the month in which the original payment for purchases of such Class B, Class M and Class X shares was made. For Class B shares previously exchanged for shares of a money market fund, the time period during which such shares were held in the money market fund will be excluded. For example, Class B shares held in a money market fund for one year would not convert to Class A shares until approximately eight years from purchase. For purposes of measuring the time period during which shares are held in a money market fund, excha nges will be deemed to have been made on the last day of the month. Class B, Class M and Class X shares acquired through exchange will convert to Class A shares after expiration of the conversion period applicable to the original purchase of such shares.

Class B, Class M and Class X shares acquired through the reinvestment of dividends or distributions will be converted to Class A shares according to the procedures utilized by the broker-dealer through which the Class B, Class M and Class X shares were purchased, to the extent the shares are carried on the books of the broker-dealer and the broker-dealer provides subaccounting services to the Fund. Otherwise, the procedures utilized by the Transfer Agent, or its affiliates, will be used. The use of different procedures may result in a timing differential in the conversion of Class B, Class M and Class X shares acquired through the reinvestment of dividends and distributions.

The conversion feature may be subject to the continuing availability of opinions of counsel or rulings of the Internal Revenue Service (1) that the dividends and other distributions paid on Class A, Class B, Class C, Class M, Class R, Class X and Class Z shares will not constitute "preferential dividends" under the Internal Revenue Code and (2) that the conversion of shares does not constitute a taxable event. The conversion of Class B, Class M and Class X shares into Class A shares may be suspended if such opinions or rulings are no longer available. If conversions are suspended, Class B, Class M and Class X shares of the Funds will continue to be subject, possibly indefinitely, to their higher annual distribution and service fee.

SHAREHOLDER INVESTMENT ACCOUNT

Upon the initial purchase of Trust shares, a Shareholder Investment Account is established for each investor under which a record of the shares held is maintained by the Transfer Agent. If a stock certificate is desired, it must be requested in writing for each transaction. Certificates are issued only for full shares and may be redeposited in the Shareholder Investment Account at any time. There is no charge to the investor for issuance of a certificate. The Trust makes available to its shareholders the following privileges and plans.

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Automatic Reinvestment of Dividends and/or Distributions

For the convenience of investors, all dividends and distributions are automatically reinvested in full and fractional shares of the relevant Fund. An investor may direct the Transfer Agent in writing not less than five full business days prior to the record date to have subsequent dividends or distributions sent in cash rather than reinvested. In the case of recently purchased shares for which registration instructions have not been received on the record date, cash payment will be made directly to the dealer. Any shareholder who receives a cash payment representing a dividend or distribution may reinvest such dividend or distribution at NAV by returning the check to the Transfer Agent within 30 days after the payment date. The reinvestment will be made at the NAV next determined after receipt of the check by the Transfer Agent. Shares purchased with reinvested dividends or distributions will not be su bject to any CDSC upon redemption.

Exchange Privilege

Each Fund makes available to its shareholders the Exchange Privilege. This privilege allows shareholders to exchange their shares of each Fund for shares of other Strategic Partners and JennisonDryden mutual funds, or one or more specified money market funds including Special Money Fund, subject in each case to the minimum investment requirements of such funds. Shares of such other Strategic Partners and JennisonDryden mutual funds may also be exchanged for shares of the Funds. All exchanges are made on the basis of the relative NAV next determined after receipt of an order in proper form. An exchange will be treated as a redemption and purchase for tax purposes. For retirement and group plans offering only certain of the Strategic Partners or JennisonDryden mutual funds, the exchange privilege is available for those funds eligible for investment in the particular program.

It is contemplated that the exchange privilege may be applicable to new Strategic Partners or JennisonDryden mutual funds whose shares may be distributed by the Distributor.

In order to exchange shares by telephone, you must authorize telephone exchanges on your initial application form or by written notice to the Transfer Agent and hold shares in non-certificate form. Thereafter, you may call the Trust at (800) 225-1852 to execute a telephone exchange of shares, on weekdays, except holidays, between the hours of 8:00 a.m. and 8:00 p.m., New York time. For your protection and to prevent fraudulent exchanges, your telephone call will be recorded and you will be asked to provide your personal identification number. A written confirmation of the exchange transaction will be sent to you. Neither the Trust nor its agents will be liable for any loss, liability or cost that results from acting upon instructions reasonably believed to be genuine under the foregoing procedures. All exchanges will be made on the basis of the relative NAV of the two funds next determin ed after the request is received in good order. The Exchange Privilege is available only in states where the exchange may legally be made.

If you hold shares through Wachovia Securities, you must exchange your shares by contacting your Wachovia Securities financial adviser.

If you hold certificates, the certificates must be returned in order for the shares to be exchanged.

You may also exchange shares by mail by writing to Prudential Mutual Fund Services LLC, Attention: Exchange Processing, P.O. Box 8157, Philadelphia, PA 19176.

In periods of severe market or economic conditions the telephone exchange of shares may be difficult to implement and you should make exchanges by mail by writing to PMFS at the address noted above.

Class A. Shareholders of a Fund may exchange their Class A shares for Class A shares of certain other Strategic Partners or JennisonDryden mutual funds. No fee or sales load will be imposed upon the exchange. Shareholders of Money Fund who acquired such shares upon exchange of Class A shares may use the exchange privilege only to acquire Class A shares of Strategic Partners and JennisonDryden mutual funds.

The following money market funds participate in the Class A exchange privilege:

Dryden Government Securities Trust
  (Money Market Series)
MoneyMart Assets, Inc.
Dryden Tax-Free Money Fund

Class B and Class C. Shareholders of a Fund may exchange their Class B and Class C shares of the Fund for Class B and Class C shares, respectively, of other Strategic Partners and JennisonDryden mutual funds. No CDSC will be payable upon such exchange, but a CDSC may be payable upon the redemption of the Class B and Class C shares acquired as a result of the exchange. The applicable sales charge will be that imposed by the fund in which shares were initially purchased and the purchase date will be deemed to be the date of the initial purchase, rather than the date of the exchange.

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Class B and Class C shares of a Fund may also be exchanged for shares of MoneyMart Assets, Inc. without imposition of any CDSC at the time of exchange. Upon subsequent redemption from such money market fund or after re-exchange into the Fund, such shares will be subject to the CDSC calculated without regard to the time such shares were held in the money market fund. In order to minimize the period of time in which shares are subject to a CDSC, shares exchanged out of the money market fund will be exchanged on the basis of their remaining holding periods, with the longest remaining holding periods being exchanged first. In measuring the time period shares are held in a money market fund and "tolled" for purposes of calculating the CDSC holding period, exchanges are deemed to have been made on the last day of the month. Thus, if shares are exchanged into a Fund from a money market fund during t he month (and are held in the Fund at the end of the month), the entire month will be included in the CDSC holding period. Conversely, if shares are exchanged into a money market fund prior to the last day of the month (and are held in the money market fund on the last day of the month), the entire month will be excluded from the CDSC holding period. For purposes of calculating the seven year holding period applicable to the Class B conversion feature, the time period during which Class B shares were held in a money market fund will be excluded.

At any time after acquiring shares of other funds participating in the Class B or Class C exchange privilege, a shareholder may again exchange those shares (and any reinvested dividends and distributions) for Class B or Class C shares, respectively, of a Fund without subjecting such shares to any CDSC. Shares of any fund participating in the Class B or Class C exchange privilege that were acquired through reinvestment of dividends or distributions may be exchanged for Class B or Class C shares, respectively, of other funds without being subject to any CDSC.

Class M and Class X. Shareholders of a Fund may exchange their Class M and Class X shares of the Fund for Class M and Class X shares, respectively, of other Strategic Partners or JennisonDryden mutual funds and shares of Special Money Fund. No CDSC will be payable upon such exchange, but a CDSC may be payable upon the redemption of Class M and Class X shares acquired as a result of the exchange. The applicable sales charge will be imposed by the fund in which shares were initially purchased and the purchase date will be deemed to be the date of the initial purchase, rather than the date of the exchange.

Class R. Class R shares may be exchanged for Class R shares of other Strategic Partners or JennisonDryden mutual funds.

Class Z. Class Z shares may be exchanged for Class Z shares of other Strategic Partners and JennisonDryden mutual funds. Please note, however, that Strategic Partners Style Specific Funds do not currently offer Class Z shares.

Dollar Cost Averaging

Dollar cost averaging is a method of accumulating shares by investing a fixed amount of dollars in shares at set intervals. An investor buys more shares when the price is low and fewer shares when the price is high. The average cost per share is lower than it would be if a constant number of shares were bought at set intervals.

Dollar cost averaging may be used, for example, to plan for retirement, to save for a major expenditure, such as the purchase of a home, or to finance a college education. The cost of a year's education at a four-year college today averages around $24,728 at a private college and around $9,663 at a public university. Assuming these costs increase at a rate of 7% a year, as has been projected, the cost of one year at a private college could reach $45,463 and over $17,765 at a public university in 10 years.¹

The following chart shows how much you would need in monthly investments to achieve specified lump sums to finance your investment goals.²

Period of Monthly Investments:	$100,000		$150,000		$200,000		$250,000
25 Years	$	105	$	158	$	210	$	263
20 Years		170		255		340		424
15 Years		289		438		578		722
10 Years		547		820		1,093		1,366
5 Years		1,361		2,041		2,721		3,402

See "Automatic Investment Plan."

¹Source: The College Board, Trends in College Pricing 2002. Average costs include tuition, fees, room and board for the 2002-2003 academic year.

²The chart assumes an effective rate of return of 8% (assuming monthly compounding). This example is for illustrative purposes only and is not intended to reflect the performance of an investment in shares of the Funds. The investment return and principal value of an investment will fluctuate so that an investor's shares may be worth more or less than their original cost when redeemed.

Automatic Investment Plan (AIP)

Under AIP, an investor may arrange to have a fixed amount automatically invested in shares of a Fund by authorizing his or her bank account or brokerage account to be debited to invest specified dollar amounts in shares of the Fund. The investor's bank must be a member of the Automated Clearing House System.

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Further information about this program and an application form can be obtained from the Transfer Agent, the Distributor or your broker.

Systematic Withdrawal Plan

A Systematic Withdrawal Plan is available to shareholders through the Distributor, the Transfer Agent or your broker. The systematic withdrawal plan provides for monthly, or quarterly, semi-annual or annual redemption checks in any amount, except as provided below, up to the value of the shares in the shareholder's account. Systematic withdrawals of Class B or Class C shares may be subject to a CDSC.

In the case of shares held through the Transfer Agent (1) a $10,000 minimum account value applies, (2) systematic withdrawals may not be for less than $100 and (3) the shareholder must elect to have all dividends and/or distributions automatically reinvested. See "Automatic Reinvestment of Dividends or Distributions" above.

The Transfer Agent, the Distributor or the applicable dealer acts as an agent for the shareholder in redeeming sufficient full and fractional shares to provide the amount of the systematic withdrawal. The systematic withdrawal plan may be terminated at any time, and the Distributor reserves the right to initiate a fee of up to $5 per withdrawal, upon 30 days' written notice to the shareholder.

Systematic withdrawals should not be considered as dividends, yield or income. If systematic withdrawals continuously exceed reinvested dividends and distributions, the shareholder's original investment will be correspondingly reduced and ultimately exhausted.

Furthermore, each systematic withdrawal constitutes a redemption of shares, and any gain or loss realized must be recognized for federal income tax purposes. In addition, systematic withdrawals made concurrently with purchases of additional shares are inadvisable because of the sales charges applicable to (1) the purchase of Class A and Class C shares and (2) the withdrawal of Class B and Class C shares. Each shareholder should consult his or her own tax adviser with regard to the tax consequences of the plan, particularly if used in connection with a retirement plan.

Tax-Deferred Retirement Plans

Various qualified retirement plans, including 401(k) plans, self-directed individual retirement accounts and "tax-deferred accounts" under Section 403(b)(7)of the Internal Revenue Code are available through the Distributor. These plans are for use by both self-employed individuals and corporate employers. These plans permit either self-direction of accounts by participants, or a pooled account arrangement. Information regarding the establishment of these plans, and the administration, custodial fees and other details is available from the Distributor or the Transfer Agent.

Investors who are considering the adoption of such a plan should consult with their own legal counsel and/or tax adviser with respect to the establishment and maintenance of any such plan.

Tax-Deferred Retirement Accounts

Individual Retirement Accounts. An IRA permits the deferral of federal income tax on income earned in the account until the earnings are withdrawn. The following chart represents a comparison of the earnings in a personal savings account with those in an IRA, assuming a $2,000 annual contribution, an 8% rate of return and a 35% federal income tax bracket and shows how much more retirement income can accumulate within an IRA as opposed to a taxable personal savings account.

Tax-Deferred Compounding¹

Years of Deferment		IRA		Taxable Personal Savings Account (35%)		Taxable Personal Savings Account (15%)
	10	$	31,291	$	26,712	$	29,235
	15		58,649		46,091		52,856
	20		98,846		71,060		85,678
	25		157,909		103,232		131,283
	30		244,692		144,685		194,651

¹The chart is for illustrative purposes only and does not represent the performance of the Fund or any specific investment. It shows taxable versus tax-deferred compounding for the periods and on the terms indicated. Earnings in a traditional IRA account will be subject to tax when withdrawn from the account. Distributions from a Roth IRA which meet the conditions required under the Internal Revenue Code will not be subject to tax upon withdrawal from the account. The chart also illustrates earnings in a personal savings account, assuming that the earnings are eligible for current lower dividend and capital gain tax rate and that this lower rate (currently set to expire after 2008) is made permanent.

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NET ASSET VALUE

The price an investor pays for each share is based on the share value. Each Fund's share value-known as the net asset value per share or NAV-is determined by subtracting its liabilities from the value of its assets and dividing the remainder by the number of outstanding shares. NAV is calculated separately for each class. Each Fund will compute its NAV once each business day at the close of regular trading on the NYSE, usually 4:00 p.m. New York time. For purposes of computing the Fund's NAV, the Fund will value the Fund's futures contracts generally 15 minutes after the close of regular trading on the NYSE. A Fund may not compute its NAV on days on which no orders to purchase, sell or exchange shares of the Fund have been received or on days on which changes in the value of the Fund's portfolio securities do not materially affect its NAV. The NYSE is closed on the following holidays: New Year's D ay, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

In accordance with procedures adopted by the Board, the value of investments listed on a securities exchange and Nasdaq National Market System securities (other than options on stock and stock indices) are valued at the last sale price on the day of valuation or, if there was no sale on such day, the mean between the last bid and asked prices on such day, as provided by a pricing service or principal market marker. Securities included on the Nasdaq Market are valued at the Nasdaq Official Closing Price (NOCP) on the day of valuation, or if there was no NOCP, at the last sale price. Nasdaq Market Securities for which there was no NOCP or last sale price are valued at the mean between the last bid and asked prices on the day of valuation, or the last bid price in the absence of an asked price. Corporate bonds (other than convertible debt securities) and U.S. Government securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed to be over-the-counter, are valued on the basis of valuations provided by a pricing service which uses information with respect to transactions in bonds, quotations from bond dealers, agency ratings, market transactions in comparable securities and various relationships between securities in determining value. Convertible debt securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed to be over-the-counter, are valued at the mean between the last reported bid and asked prices provided by principal market makers. Options on stock and stock indices traded on an exchange are valued at the mean between the most recently quoted bid and asked prices on the respective exchange and futures contracts and options thereon are valued at their last sale prices as of the close of trading on the applicable commodities exchange. Quotations of for eign securities in a foreign currency are converted to U.S. dollar equivalents at the current rate obtained from a recognized bank or dealer, and forward currency exchange contracts are valued at the current cost of covering or offsetting such contacts. Should an extraordinary event, which is likely to affect the value of the security, occur after the close of an exchange on which a portfolio security is traded, such security will be valued at fair value considering factors determined in good faith by the investment adviser under procedures established by and under the general supervision of the Fund's Board.

Under the 1940 Act, the Board is responsible for determining in good faith the fair value of securities of each Fund's. Portfolio securities for which reliable market quotations are not readily available or for which the pricing agent or principal market maker does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Manager or Adviser (or Valuation Committee or Board) does not represent fair value (Fair Value Securities), are valued by the Valuation Committee or Board in consultation with the Adviser or Manager, including, as applicable, their portfolio managers, traders, research and credit analysts, and legal and compliance personnel, on the basis of the following factors: the nature of any restrictions on disposition of the securities; assessment of the general liquidity/illiquidity of the securities; the issuer's financial condition and the mar kets in which it does business; the cost of the investment; the size of the holding and the capitalization of issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst, media or other reports or information deemed reliable by the Manager or Adviser regarding the issuer or the markets or industry in which it operates; other analytical data; consistency with valuation of similar securities held by other JennisonDryden or Strategic Partners mutual funds; and such other factors as may be determined by the Adviser, Manager, Board or Valuation Committee to materially affect the value of the security. Fair Value Securities may include, but are not limited to, the following: certain private placements and restricted securities that do not have an active trading market; securities whose trading has been suspended or for which market quotes are no longer available; debt securities that have recently gone into default and for which there is no c urrent market; securities whose prices are stale; securities affected by significant events; and securities that the Adviser or Manager believes were priced incorrectly.

A "significant event" (which includes, but is not limited to, an extraordinary political or market event) is an event that the Adviser or Manager believes with a reasonably high degree of certainty has caused the closing market prices of a Fund's portfolio securities to no longer reflect their value at the time of the Fund's NAV calculation. On a day that the Manager may determine that one or more of the Fund's portfolio securities constitute Fair Value Securities, the Manager may determine the fair value of these securities without the supervision of the Fund's Valuation Committee if the fair valuation of all such securities results in a change of less than $0.01 to the Fund's NAV and the Manager presents these valuations to the Board for its

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ratification. Short-term debt securities are valued at cost, with interest accrued of discount amortized to the date of maturity, if their original maturity was 60 days or less, unless this is determined by the Board not to represent fair value. Short-term securities with remaining maturities of more than 60 days, for which market quotations are readily available are valued at their current market quotations as supplied by an independent pricing agent or more than one principal market maker (if available otherwise a primary market maker).

Securities for which reliable market quotations are not available or for which the pricing agent or principal market maker does not provide a valuation or provides a valuation that, in the judgement of the Subadviser or Manager, does not present fair value, shall be valued in accordance with the following procedures: At the time of purchase, the duration of the security is to be determined. A Treasury issue (or similar security or index for which market quotes are readily available) (the "Proxy") of similar duration will then be selected to serve as a Proxy for the price movements of the security. The price of the security will fluctuate exactly as does the Proxy while maintaining the initial price spread constant. The duration of the security will be reviewed once a month by one or more of the portfolio managers, and at any other time that a portfolio manager believes that there may have been a materi al change in the duration of the security. Should the duration change, another security or index of similar duration will be chosen to serve as proxy, at which point the price spread will be determined. In addition, the validity of the pricing methodology will be monitored by (1) comparing the actual sales proceeds of the security to its price reported by the Fund at the time of the sale and (2) periodically obtaining actual market quotes for the security.

As long as a Fund declares dividends daily, the net asset value of the Class A, Class B, Class C, Class M, Class R, Class X and Class Z shares of the Fund will generally be the same. It is expected, however, that the dividends, if any, will differ by approximately the amount of the distribution and/or service fee expense accrual differential among the classes.

TAXES, DIVIDENDS AND DISTRIBUTIONS

Each Fund is qualified as, intends to remain qualified as and has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code. This relieves each Fund (but not its shareholders) from paying federal income tax on income and capital gains that are distributed to shareholders, and permits distributed net capital gain of each Fund (i.e., the excess of net long-term capital gains over net short-term capital losses) to be treated as long-term capital gains of the shareholders, regardless of how long shareholders have held their shares. Net capital gains of each Fund that are available for distribution to shareholders will be computed by taking into account any applicable capital loss carryforward.

For federal income tax purposes, the Moderate Allocation Fund utilized approximately $14,541,000 of its prior year capital loss carryforward to offset net taxable gains realized in the fiscal year ended July 31, 2005. For federal income tax purposes, the Growth Allocation Fund utilized approximately $17,389,000 of its prior year capital loss carryforward to offset net taxable gains realized in the fiscal year ended July 31, 2005.

Qualification of each Fund as a regulated investment company under the Internal Revenue Code requires, among other things, that (1) the Fund derive at least 90% of its annual gross income each taxable year from dividends, interest, payments with respect to certain securities loans and gains from the sale or other disposition of stocks, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stocks, securities or currencies; (2) the Fund diversify its holdings so that, at the end of each quarter of the taxable year, (a) at least 50% of the value of the Fund's assets is represented by cash, U.S. Government securities and other securities limited in respect of any one issuer to an amount not greater than 5% of the value of the Fund's assets and not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Fund's assets is invested in the securities of any one issuer (other than the U.S. government securities and securities of other regulated investment companies) or of two or more issuers which a Fund controls and which are engaged in the same, similar or related trades or businesses; and (3) the Fund distribute to its shareholders at least 90% of its net investment income and net short-term gains (that is, the excess of net short-term capital gains over net long-term capital losses) in each year.

Excise Taxes

In addition, each Fund is required to distribute 98% of its ordinary income in the same calendar year in which it is earned. Each Fund is also required to distribute during the calendar year 98% of the capital gain net income it earned during the twelve months ending on October 31 of such calendar year (or, at the election of a Fund having a taxable year ending November 30 or December 31, for its taxable year). In addition, the Fund must distribute during the calendar year all undistributed ordinary income and undistributed capital gain net income from the prior calendar year or the twelve-month period ending on October 31 of such prior calendar year, respectively. To the extent it does not meet these distribution requirements, the Fund will be subject to a non-deductible 4% excise tax on the undistributed amount. For purposes of this excise tax, income on which the Fund pays income tax is treated as distributed.

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Fund Investments

Gains or losses on sales of securities by each Fund generally will be treated as long-term capital gains or losses if the securities have been held by it for more than one year, except in certain cases where a Fund acquires a put or writes a call or otherwise holds an offsetting position, with respect to the securities. Long-term capital gains are taxed, when distributed to noncorporate shareholders, at a rate of up to 15%. Other gains or losses on the sale of securities will be short-term capital gains or losses taxable at ordinary income tax rates. Gains and losses on the sale, lapse or other termination of options on securities will be treated as gains and losses from the sale of securities. If an option written by a Fund on securities lapses or is terminated through a closing transaction, such as a repurchase by a Fund of the option from its holder, the Fund will generally realize short-term capita l gain or loss. If securities are sold by a Fund pursuant to the exercise of a call option written by it, the Fund will include the premium received in the sale proceeds of the securities delivered in determining the amount of gain or loss on the sale. Certain Funds' transactions may be subject to wash sale, short sale, constructive sale, conversion transactions, constructive ownership transactions and straddle provisions of the Code that may, among other things, require a Fund to defer recognition of losses or convert long-term capital gain into ordinary income or short-term capital gain taxable as ordinary income. In addition, debt securities acquired by each Fund may be subject to original issue discount and market discount rules which, respectively, may cause each Fund to accrue income in advance of the receipt of cash with respect to interest or cause gains to be treated as ordinary income subject to the distribution requirement referred to above.

Certain futures contracts and certain listed options (referred to as Section 1256 contracts) held by the Funds will be required to be "marked to market" for federal income tax purposes at the end of each Fund's taxable year; that is, treated as having been sold at the fair market value on the last business day of the Fund's taxable year. Except with respect to certain foreign currency forward contracts, sixty percent of any gain or loss recognized on these deemed sales and on actual dispositions will be treated as long-term capital gain or loss, and forty percent will be treated as short-term capital gain or loss. Any net marked to market gains may be subject to distribution requirements referred to above, even though a Fund may receive no corresponding cash amounts, possibly requiring the disposition of portfolio securities or borrowing to obtain the necessary cash.

Gain or loss on the sale, lapse or other termination of options acquired by a Fund on stock and on narrowly-based stock indexes will be capital gain or loss and will be long-term or short-term depending on the holding period of the option. In addition, positions that are part of a "straddle" will be subject to certain wash sale, short sale and constructive sale provisions of the Code. In the case of a straddle, a Fund may be required to defer the recognition of losses on positions it holds to the extent of any unrecognized gain with respect to offsetting positions held by the Fund.

Gains or losses attributable to fluctuations in exchange rates that occur between the time each Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time a Fund actually collects such receivables or pays such liabilities are treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts or dispositions of debt securities denominated in a foreign currency that are attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition thereof generally also are treated as ordinary income or loss. These gains or losses, referred to under the Code as "Section 988" gains or losses, increase or decrease the amount of a Fund's investment company taxable income available to be distributed to its shareholders as ordinary income, rather than increasing or decreasing the amount of the Fund's net capital gain. If Section 988 losses exceed other investment company taxable income during a taxable year, a Fund would not be able to make any ordinary dividend distributions, and distributions made before the losses were realized would be recharacterized as a return of capital to shareholders, rather than as an ordinary dividend, thereby reducing each shareholder's basis in his or her Fund shares.

Each Fund may, from time to time, invest in passive foreign investment companies (PFICs). A PFIC is a foreign corporation that, in general, meets either of the following tests: (1) at least 75% of its gross income is passive or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income. If a Fund acquires and holds stock in a PFIC beyond the end of the year of its acquisition, the Fund will be subject to federal income tax on a portion of any "excess distribution" received on the stock or on any gain from disposition of the stock (collectively, PFIC income), plus certain interest changes, even if the Fund distributes the PFIC income as a taxable dividend to its shareholders. The balance of the PFIC income will be included in the Fund's investment company taxable income and, accordingly, will not be taxable to it to the extent that income is distrib uted to its shareholders. Each Fund may make a "mark-to-market" election with respect to any marketable stock it holds of a PFIC. For this purpose, all stock in a PFIC that is owned, directly or indirectly, by a Fund is treated as marketable stock. If the election is in effect, at the end of a Fund's taxable year, the Fund will recognize the amount of net gain, if any, as ordinary income with respect to PFIC stock. No ordinary loss will be recognized on the marking to market of PFIC stock, except to the extent of mark-to market gains recognized in prior years. Alternatively, a Fund, if it meets certain requirements, may elect to treat any PFIC in which it invests as a "qualified electing fund," in which case, in lieu of the foregoing tax and interest obligation, the Fund will be required to include in income each year its pro rata share of the qualified electing fund's annual ordinary earnings and net capital gain, even if they are not distributed to the Fund; those amounts would

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be subject to the distribution requirements applicable to the Fund described above. In order to make this election, a Fund would be required to obtain certain information from the PFIC, which, in many cases, may be difficult to do. A Fund may not be able to make this election with respect to many PFICs because of certain requirements that the PFICs would have to satisfy.

Fund Distributions

Certain dividends received by non-corporate shareholders (including individuals) that are designated as qualified dividend income may be eligible for the maximum 15% tax rate applicable in the case of long-term capital gain. Dividends attributable to certain foreign corporations, interest income, capital gain and currency gain, gain or loss from Section 1256 contracts (described above), and income from certain other sources will not constitute qualified dividend income. Dividends received by corporate shareholders are generally eligible for a dividends received deduction of 70% to the extent a Fund's income is derived from dividends received by the Fund from domestic corporations. Individual shareholders are not eligible for the dividends-received deduction.

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

Each Fund may either retain or distribute to shareholders its net capital gain for each taxable year. Each Fund currently intends to distribute any such amounts. If net capital gain is distributed and designated as a "capital gain dividend," it will be taxable to shareholders as long-term capital gain, regardless of the length of time the shareholder has held his shares or whether such gain was recognized by a Fund prior to the date on which the shareholder acquired its shares. Long-term capital gain of a non-corporate U.S. shareholder that is recognized before January 1, 2009 is generally taxed at a maximum rate of 15%. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

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

Distributions in excess of a Fund's current or accumulated earning and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's tax basis in its shares; any distribution in excess of such basis will be treated as a capital gain from the sale of its shares, as discussed below.

Distributions by a Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another fund).

Shareholders electing to receive dividends and distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the NAV of a share of each Fund on the reinvestment date.

Any dividends or distributions paid shortly after a purchase by an investor may have the effect of reducing the per share NAV of the shareholder's shares by the per share amount of the dividends or distributions. Furthermore, such dividends or distributions, although in effect a return of capital, are subject to federal income taxes. In addition, dividends, and capital gains distributions also may be subject to state and local income taxes. Therefore, prior to purchasing shares of each Fund, the investor should carefully consider the impact of dividends or capital gains distributions that are expected to be or have been announced.

Sale or Redemption of Shares

A shareholder will recognize gain or loss on the sale or redemption of Fund shares in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder' adjusted tax basis in the shares. All or a portion of any loss so recognized may be disallowed if the shareholder acquires other shares of the Fund within a period of 61 days beginning 30 days before such disposition, such as pursuant to reinvestment of a dividend in shares of the Fund. Additionally, if a shareholder disposes of shares of a Fund within 90 days following their acquisition, and the shareholder subsequently re-acquires shares of the Fund pursuant to a reinvestment right received upon the purchase of the original shares, any load charge (i.e., sales or additional charge) incurred upon the acquisition of the original shares will not be taken into account as part of the shareholder's basis for computing pro fit or loss upon the sale of the shares.

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In general, any gain or loss arising from (or treated as arising from) the sale of redemption of shares of a Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for more than one year. However, any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on (or undistributed capital gains credited with respect to) such shares. Capital gain of a non-corporate U.S. shareholder that is recognized before January 1, 2009 is generally taxed at a maximum rate of 15% where the property is held by the shareholder for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

Foreign Shareholders

Dividends constituting net investment income and net short-term capital gains paid to a shareholder (including a shareholder acting as a nominee or fiduciary) who is a nonresident alien individual or a foreign entity ("foreign shareholder") are subject to a 30% (or lower treaty rate) withholding tax upon the gross amount of the dividends unless, in general, the dividends are effectively connected with a U.S. trade or business conducted by the foreign shareholder. Net capital gain distributions paid to a foreign shareholder are generally not subject to withholding tax. A foreign shareholder will, however, generally be required to pay net U.S. income tax on any dividends and capital gain distributions that are effectively connected with a U.S. trade or business of the foreign shareholder. Foreign shareholders are advised to consult their own tax advisers with respect to the particular tax consequences re sulting from their investments in the Funds.

Foreign Taxes

Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Income tax treaties between certain countries and the United States may reduce or eliminate such taxes. It is impossible to determine in advance the effective rate of foreign tax to which a Fund will be subject, since the amount of each Fund's assets to be invested in various countries will vary. The Funds do not expect to meet the requirements of the Internal Revenue Code for "passing-through" to their shareholders any foreign income taxes paid for purposes of determining such shareholders' foreign tax credit.

Unrelated Business Taxable Income

Generally, an exempt organization (including an individual retirement account) is exempt from U.S. federal income tax on its passive investment income, such as dividends, interest and capital gains. This general exemption from tax does not apply to the "unrelated business taxable income" ("UBTI") of an exempt organization. Generally, income and gain derived by an exempt organization from the ownership and sale of debt-financed property is UBTI and, thus, taxable in the proportion to which such property is financed by "acquisition indebtedness" during the relevant period of time. However, a tax-exempt U.S. person investing in a Fund will not realize UBTI with respect to an unleveraged investment in Shares. Tax-exempt U. S. persons are urged to consult their own tax advisors concerning the U. S. federal tax consequences of an investment in a Fund.

Backup Withholding

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

Shareholders are advised to consult their own tax adviser with respect to the federal, state and local tax consequences resulting from their investment in the Funds.

FINANCIAL STATEMENTS

The Trust's financial statements for the fiscal year ended July 31, 2005, incorporated in this SAI by reference to the Trust's 2005 annual reports to shareholders (File No. 811-8915), have been so incorporated in reliance on the report of KPMG, LLP, independent registered public accounting firm.

You may obtain a copy of the Funds' annual reports at no charge by request to the Trust by calling (800) 225-1852, or by writing to the Trust at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077.

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APPENDIX I-DESCRIPTION OF SECURITY RATINGS

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

Long-Term Ratings

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

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

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

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

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

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

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

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

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

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

Short-Term Debt Ratings

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

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

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

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

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

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

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

Long-Term Issue Credit Ratings

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Short-Term Issue Credit Paper Ratings

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

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

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

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

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

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

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

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FITCH RATINGS

International Long-Term Credit Ratings
Investment Grade

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

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

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

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

Speculative Grade

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

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

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

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

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

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

Short-Term Debt Ratings

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

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

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

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

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

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

D: Default. Denotes actual or imminent payment default.

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

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

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

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

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

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APPENDIX II-GENERAL INVESTMENT INFORMATION

The following terms are used in mutual fund investing.

Asset Allocation

Asset allocation is a technique for reducing risk and providing balance. Asset allocation among different types of securities within an overall investment portfolio helps to reduce risk and to potentially provide stable returns, while enabling investors to work toward their financial goal(s). Asset allocation is also a strategy to gain exposure to better performing asset classes while maintaining investment in other asset classes.

Diversification

Diversification is a time-honored technique for reducing risk, providing "balance" to an overall portfolio and potentially achieving more stable returns. Owning a portfolio of securities mitigates the individual risks (and returns) of any one security. Additionally, diversification among types of securities reduces the risks (and general returns) of any one type of security.

Duration

Debt securities have varying levels of sensitivity to interest rates. As interest rates fluctuate, the value of a bond (or a bond portfolio) will increase or decrease. Longer term bonds are generally more sensitive to changes in interest rates. When interest rates fall, bond prices generally rise. Conversely, when interest rates rise, bond prices generally fall.

Duration is an approximation of the price sensitivity of a bond (or a bond portfolio) to interest rate changes. It measures the weighted average maturity of a bond's (or a bond portfolio's) cash flows, i.e., principal and interest rate payments. Duration is expressed as a measure of time in years-the longer the duration of a bond (or a bond portfolio), the greater the impact of interest rate changes on the bond's (or the bond portfolio's) price. Duration differs from effective maturity in that duration takes into account call provisions, coupon rates and other factors. Duration measures interest rate risk only and not other risks, such as credit risk and, in the case of non-U.S. dollar denominated securities, currency risk. Effective maturity measures the final maturity dates of a bond (or a bond portfolio).

Market Timing

Market timing-buying securities when prices are low and selling them when prices are relatively higher-may not work for many investors because it is impossible to predict with certainty how the price of a security will fluctuate. However, owning a security for a long period of time may help investors offset short-term price volatility and realize positive returns.

Power of Compounding

Over time, the compounding of returns can significantly impact investment returns. Compounding is the effect of continuous investment on long-term investment results, by which the proceeds of capital appreciation (and income distributions, if elected) are reinvested to contribute to the overall growth of assets. The long-term investment results of compounding may be greater than that of an equivalent initial investment in which the proceeds of capital appreciation and income distributions are taken in cash.

Standard Deviation

Standard deviation is an absolute (non-relative) measure of volatility which, for a mutual fund, depicts how widely the returns varied over a certain period of time. When a fund has a high standard deviation, its range of performance has been very wide, implying greater volatility potential. Standard deviation is only one of several measures of a fund's volatility.

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APPENDIX III-SUMMARY DESCRIPTION OF PROXY VOTING POLICIES AND RECORDKEEPING PROCEDURES

The Board of Trustees of the Trust has delegated to the Manager the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Funds. The Funds authorize the Manager to delegate, in whole or in part, its proxy voting authority to the Adviser or third party vendors, consistent with the policies set forth below. The proxy voting process shall remain subject to the supervision of the Board, including any Committee thereof established for that purpose.

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

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

A copy of the summary proxy voting policies of each Fund's Advisers follows:

EARNEST Partners, LLC

Goldman Sachs Asset Management

Hotchkis & Wiley Capital Management LLC

JP Morgan Fleming Asset Management

LSV Asset Management

Marsico Capital Management, LLC

Pacific Investment Management Company LLC

RS Investment Management, LP (RS Investments)

Thornburg Investment Management, Inc.

Vaughan Nelson Investment Management, L.P.

Information about how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling (800) 225-1852 or by visiting the SEC's website, http://www.sec.gov.

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APPENDIX III-I

EARNEST PARTNERS, LLC

SUMMARY PROXY POLICIES AND PROCEDURES

1.  Proxy Policies

The best interest of advisory clients and plan participants (the "Client") shall be the sole consideration when voting proxies of portfolio companies. Each proxy issue shall receive individual consideration based on all the relevant facts and circumstances. As a general rule, EARNEST Partners shall vote against any actions which would reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders' investments. Following is a partial list of issues that require special attention: classified boards, change of state of incorporation, poison pills, unequal voting rights plans, provisions requiring supermajority approval of a merger, executive severance agreements, provisions limiting shareholder rights.

In addition to the foregoing, the following shall be adhered to unless EARNEST Partners is instructed otherwise in writing by the Client:

•  EARNEST Partners shall not actively engage in conduct that involves an attempt to change or influence the control of a portfolio company.

•  EARNEST Partners will not announce its voting intentions and the reasons therefor.

•  EARNEST Partners shall not participate in a proxy solicitation or otherwise seek proxy voting authority from any other portfolio company shareholder.

•  EARNEST Partners shall not act in concert with any other portfolio company shareholders in connection with any proxy issue or other activity involving the control or management of a portfolio company.

•  All communications with portfolio companies or fellow shareholders shall be for the sole purpose of expressing and discussing Earnest Partners' concerns for its Clients interests and not for an attempt to influence the control of management.

With respect to ERISA accounts, EARNEST Partners shall act prudently, solely in the interest of plan participants and beneficiaries and for the exclusive purpose of providing benefits to them. It is EARNEST Partners' policy to fully comply with all ERISA provisions regarding proxy voting for ERISA accounts and to the extent possible, amend its policies and procedures from time to time to reflect the Department of Labor's views of the proxy voting duties and obligations imposed by ERISA with respect to ERISA accounts.

2.  Proxy Procedures

Proxy Director

EARNEST Partners has designated a Proxy Director. The Proxy Director shall consider every issue presented on every portfolio company proxy. Proxy issues presented to the Proxy Director will be voted in accordance with the judgment of the Director, taking into account the general policies outlined above. In the case where EARNEST Partners has a material conflict of interest with a Client, the Proxy Director will utilize the services of outside third party professionals (such as Institutional Shareholder Services) to assist its analysis of voting issues and actual voting of proxies to ensure that a decision to vote the proxies was based on the Client's best interest and was not the product of a conflict. In the event the services of an outside third party professional are not available in connection with a conflict of interest, EARNEST Partners will seek the advice of the Client. The circumstances underl ying each proxy issue will be given careful individual attention. The Proxy Director will also use all available resources, including proxy evaluation services, to assist in the analysis of proxy issues.

A detailed description of EARNEST Partners' specific proxy voting guidelines will be furnished upon request. You may also obtain information about how EARNEST Partners has voted with respect to portfolio company securities by calling, writing, or emailing us at:

EARNEST Partners
75 Fourteenth Street, Suite 2300
Atlanta, GA 30309
invest@earnestpartners.com
404-815-8772

EARNEST Partners reserves the right to change these policies and procedures at any time without notice.

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APPENDIX III-II

GOLDMAN SACHS ASSET MANAGEMENT

SUMMARY PROXY VOTING POLICY AND PROCEDURES

GOLDMAN SACHS FUNDS
DESCRIPTION OF PROXY VOTING POLICY

Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust, on behalf of the Goldman Sachs Funds (the "Funds"), have delegated the voting of portfolio securities to Goldman Sachs Asset Management, L.P. and Goldman Sachs Asset Management International (collectively the "Investment Adviser"). The Investment Adviser has adopted policies and procedures (the "Policy") for the voting of proxies on behalf of client accounts for which the Investment Adviser has voting discretion, including the Funds. Under the Policy, the Investment Advisers' guiding principles in performing proxy voting are to make decisions that: (i) favor proposals that tend to maximize a company's shareholder value; and (ii) are not influenced by conflicts of interest. These principles reflect the Investment Adviser's belief that sound corporate governance will create a framework within which a company can be managed in the i nterests of its shareholders.

The principles and positions reflected in the Policy are designed to guide the Investment Adviser in voting proxies, and not necessarily in making investment decisions. Senior management of the Investment Adviser will periodically review the Policy to ensure that it continues to be consistent with the Investment Adviser's guiding principles.

Public Equity Investments. To implement these guiding principles for investments in publicly-traded equities, the Investment Adviser follows proxy voting guidelines (the "Guidelines") developed by Institutional Shareholder Services ("ISS"), except in certain circumstances, which are generally described below. The Guidelines embody the positions and factors the Investment Adviser generally considers important in casting proxy votes. They address a wide variety of individual topics, including, among others, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, and various shareholder proposals.

ISS has been retained to review proxy proposals and make voting recommendations in accordance with the Guidelines. While it is the Investment Adviser's policy generally to follow the Guidelines and recommendations from ISS, the Investment Adviser's portfolio management teams ("Portfolio Management Teams") retain the authority on any particular proxy vote to vote differently from the Guidelines or a related ISS recommendation, in keeping with their different investment philosophies and processes. Such decisions, however, remain subject to a review and approval process, including a determination that the decision is not influenced by any conflict of interest. In forming their views on particular matters, the Portfolio Management Teams are also permitted to consider applicable regional rules and practices, including codes of conduct and other guides, regarding proxy voting, in addition to the Guidelines a nd recommendations from ISS.

In addition to assisting the Investment Adviser in developing substantive proxy voting positions, ISS also updates and revises the Guidelines on a periodic basis, and the revisions are reviewed by the Investment Adviser to determine whether they are consistent with the Investment Adviser's guiding principles. ISS also assists the Investment Adviser in the proxy voting process by providing operational, recordkeeping and reporting services.

The Investment Adviser is responsible for reviewing its relationship with ISS and for evaluating the quality and effectiveness of the various services provided by ISS. The Investment Adviser may hire other service providers to replace or supplement ISS with respect to any of the services the Investment Adviser currently receives from ISS.

The Investment Adviser has implemented procedures that are intended to prevent conflicts of interest from influencing proxy voting decisions. These procedures include the Investment Adviser's use of ISS as an independent third party, a review and approval process for individual decisions that do not follow ISS's recommendations, and the establishment of information barriers between the Investment Adviser and other businesses within The Goldman Sachs Group, Inc.

Fixed Income and Private Investments. Voting decisions with respect to fixed income securities and the securities of privately held issuers generally will be made by a Fund's managers based on their assessment of the particular transactions or other matters at issue.

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APPENDIX III-III

HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC

PROXY VOTING SUMMARY

Generally, and except to the extent that a client otherwise instructs Hotchkis and Wiley Capital Management, LLC ("HWCM") in writing, HWCM will vote (by proxy or otherwise) in all matters for which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in client accounts in such manner as HWCM deems appropriate in accordance with its written policies and procedures. These policies and procedures set forth guidelines for voting typical proxy proposals. However, each proxy issue will be considered individually in order that HWCM may consider what would be in its clients' best interest. Further, where a proxy proposal raises a material conflict of interest between the interests of HWCM and its client, HWCM will vote according to its predetermined specific policy. The Compliance Department will review the vote to determine that the decision was based on the client's best interest and was not the product of the conflict.

HWCM utilizes a third party service provider to provide administrative assistance in connection with the voting of proxies, including certain record keeping and reporting functions.

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APPENDIX III-IV

JP MORGAN FLEMING ASSET MANAGEMENT

SUMMARY PROXY VOTING POLICY AND PROCEDURES

Voting Policy

As an investment adviser within JPMorgan Asset Management, each of the entities listed on Exhibit A attached hereto (each referred to individually as a "JPMAM Entity" and collectively as "JPMAM"), may be granted by their clients the authority to vote the proxies of the securities held in client portfolios. To ensure that the proxies are voted in the best interests of its clients, JPMAM has adopted detailed proxy voting procedures ("Procedures") that incorporate detailed proxy guidelines ("Guidelines") for voting proxies on specific types of issues. The JPMorgan Funds, with the exception of JPMorgan Value Opportunities Fund, JPMorgan Multi-Manager Small Cap Growth Fund and the portion of the JPMorgan Multi-Manager Small Cap Value Fund not sub-advised by JPMIM, Undiscovered Managers Behavioral Growth Fund, Undiscovered Managers Behavioral Value Fund, and Undiscovered Managers Small Cap Growth Fund, have granted JPMAM the authority to vote proxies for the Funds in accordance with these Procedures and Guidelines. * The JPMorgan Value Opportunities Fund votes proxies in accordance with its own voting policies. The JPMorgan Multi-Manager Small Cap Growth Fund and the portion of the JPMorgan Multi-Manager Small Cap Value Fund that is not sub-advised by JPMIM, vote proxies in accordance with the voting policies of their subadvisers. The Undiscovered Managers Behavioral Growth Fund, Undiscovered Managers Behavioral Value Fund and Undiscovered Managers Small Cap Growth Fund vote proxies in accordance with the voting policies of their subadvisers.

JPMAM currently has separate guidelines for each of the following regions: (1) North America, (2) Europe, Middle East, Africa, Central America and South America, (3) Asia (ex-Japan) and (4) Japan. As a general rule, in voting proxies of a particular security, each JPMAM Entity will apply the guidelines of the region in which the issuer of such security is organized.

Pursuant to the Procedures, most routine proxy matters will be voted in accordance with the Guidelines, which have been developed with the objective of encouraging corporate action that enhances shareholder value. For proxy matters that are not covered by the Guidelines, matters that require a case-by-case determination or where a vote contrary to the Guidelines is considered appropriate, the Procedures require a certification and review process to be completed before the vote is cast. That process is designed to identify actual or potential material conflicts of interest and ensure that the proxy vote is cast in the best interests of clients.

To oversee and monitor the proxy-voting process, each JPMAM advisory entity has established a proxy committee and appointed a proxy administrator in each global location where proxies are voted. Each proxy committee will meet periodically to review general proxy-voting matters, review and approve the Guidelines annually, and provide advice and recommendations on general proxy-voting matters as well as on specific voting issues implemented by the relevant JPMAM entity. The procedures permit an independent proxy voting service to perform certain services otherwise carried out or coordinated by the proxy administrator.

A copy of the JPMAM Global Proxy Voting Procedures and Guidelines, the JPMorgan Value Opportunities Fund Proxy Voting Procedures and Policy, and the policies of the subadvisers to the JPMorgan Multi-Manager Small Cap Growth Fund, the JPMorgan Multi-Manager Small Cap Value Fund, Undiscovered Managers Behavioral Growth Fund, Undiscovered Managers Behavioral Value Fund, and Undiscovered Managers Small Cap Growth Fund are available upon request by contacting our Service Center at 1-800-480-4111.

*The JPMorgan Multi-Manager Funds are only available through JPMorgan Private Bank.

Exhibit A

JPMorgan High Yield Partners LLC
JPMorgan Investment Advisors Inc.
Bank One Trust Company, NA
JPMorgan Chase Bank, NA
J.P. Morgan Fleming Asset Management (London) Limited
J.P. Morgan Fleming Asset Management (UK) Limited
J.P. Morgan Investment Management Inc.
J.P. Morgan Investment Management Limited
JF Asset Management Limited
JF Asset Management (Singapore) Limited
JF International Management Inc.
Security Capital Research & Management Incorporated

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APPENDIX III-V

LSV ASSET MANAGEMENT

SUMMARY PROXY VOTING POLICY AND PROCEDURES

LSV Asset Management ("LSV") has adopted proxy voting guidelines that provide direction in determining how various types of proxy issues are to be voted.

LSV's purely quantitative investment process does not provide output or analysis that would be functional in analyzing proxy issues. LSV therefore will retain an independent, expert third party, currently Institutional Shareholder Services ("ISS"). ISS will implement LSV's proxy voting process, provide assistance in developing guidelines for client accounts that are updated for current corporate governance issues, helping to ensure that clients' best interests are served by voting decisions, and provide analysis of proxy issues on a case-by-case basis. LSV is responsible for monitoring ISS to ensure that proxies are adequately voted. LSV will vote issues contrary to, or issues not covered by, the guidelines only when LSV believes it is in the best interest of the client. Where the client has provided proxy voting guidelines to LSV, those guidelines will be followed, unless it is determined that a diffe rent vote would add more value to the client's holding of the security in question. Direction from a client on a particular proxy vote will take precedence over the guidelines. Clients are sent a copy of their respective guidelines on an annual basis. LSV's use of ISS is not a delegation of LSV's fiduciary obligation to vote proxies for clients.

Should a material conflict arise between LSV's interest and that of its clients (e.g., a client bringing a shareholder action has solicited LSV's support; LSV manages a pension plan for a company whose management is soliciting proxies; or an LSV employee has a relative involved in management at an investee company), LSV will vote the proxies in accordance with the recommendation of the independent third party proxy voting service. A written record will be maintained describing the conflict of interest, and an explanation of how the vote taken was in the client's best interest.

LSV may refrain from voting a proxy if the cost of voting the proxy exceeds the expected benefit to the client, for example in the case of voting a foreign security when the proxy must be translated into English or the vote must be cast in person.

Clients may receive a copy of LSV's voting record for their account by request. LSV will additionally provide any mutual fund for which LSV acts as adviser or sub-adviser, a copy of LSV's voting record for the fund so that the fund may fulfill its obligation to report proxy votes to fund shareholders.

Recordkeeping. In accordance with the recordkeeping rules, LSV will retain copies of its proxy voting policies and procedures; a copy of each proxy statement received regarding client securities (maintained by the proxy voting service and/or available on EDGAR); a record of each vote cast on behalf of a client (maintained by the proxy voting service); a copy of any document created that was material to the voting decision or that memorializes the basis for that decision (maintained by the proxy voting service); a copy of clients' written requests for proxy voting information and a copy of LSV's written response to a client's request for proxy voting information for the client's account; and LSV will ensure that it may obtain access to the proxy voting service's records promptly upon LSV's request.

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APPENDIX III-VI

MARSICO CAPITAL MANAGEMENT LLC

SUMMARY PROXY VOTING POLICY AND PROCEDURES

It is the policy of Marsico Capital Management, LLC ("MCM") to vote all proxies over which it has voting authority in the best interest of MCM's clients, as summarized here.

•  Under MCM's investment discipline, one of the qualities MCM usually seeks in companies it invests in for client portfolios is good management. Because MCM has some confidence that the managements of most portfolio companies it invests in for clients seek to serve shareholders' best interests, we believe that voting proxies in our clients' best economic interest ordinarily means voting with these managements' recommendations.

•  Although MCM ordinarily will vote proxies with management recommendations, MCM's analysts generally review proxy proposals as part of our normal monitoring of portfolio companies and their managements. In rare cases, MCM might decide to vote a proxy against a management recommendation. MCM may notify affected clients of such a decision if it is reasonably feasible to do so.

•  MCM generally will abstain from voting, or take no action on, proxies issued by companies we have decided to sell, or proxies issued by foreign companies that impose burdensome voting requirements. MCM also may abstain from voting, or take no action on, proxies in other circumstances, such as when voting with management may not be in the best economic interest of clients, or as an alternative to voting with management. MCM will not notify clients of these routine abstentions or decisions not to take action.

•  In circumstances when there may be an apparent material conflict of interest between MCM's interests and clients' interests in how proxies are voted (such as when MCM knows that a proxy issuer is also an MCM client), MCM generally will resolve any appearance concerns by causing those proxies to be "echo voted" or "mirror voted" in the same proportion as other votes, or by voting the proxies as recommended by an independent service provider. MCM will not notify clients if it uses these routine procedures to resolve an apparent conflict. In rare cases, MCM might use other procedures to resolve an apparent conflict, and give notice to clients if it is reasonably feasible to do so.

•  MCM generally uses an independent service provider to help vote proxies, keep voting records, and disclose voting information to clients. MCM's proxy voting policy and information about the voting of a client's proxies are available to the client on request.

III-7

APPENDIX III-VII

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

DESCRIPTION OF PROXY VOTING POLICIES AND PROCEDURES

Pacific Investment Management Company LLC ("PIMCO") has adopted written proxy voting policies and procedures ("Proxy Policy") as required by Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. PIMCO has implemented the Proxy Policy for each of its clients as required under applicable law, unless expressly directed by a client in writing to refrain from voting that client's proxies. Recognizing that proxy voting is a rare event in the realm of fixed income investing and is typically limited to solicitation of consent to changes in features of debt securities, the Proxy Policy also applies to any voting rights and/or consent rights of PIMCO, on behalf of its clients, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures.

The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of PIMCO's clients. Each proxy is voted on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances at the time of the vote. In general, PIMCO reviews and considers corporate governance issues related to proxy matters and generally supports proposals that foster good corporate governance practices. PIMCO may vote proxies as recommended by management on routine matters related to the operation of the issuer and on matters not expected to have a significant economic impact on the issuer and/or its shareholders.

PIMCO will supervise and periodically review its proxy voting activities and implementation of the Proxy Policy. PIMCO will review each proxy to determine whether there may be a material conflict between PIMCO and its client. If no conflict exists, the proxy will be forwarded to the appropriate portfolio manager for consideration. If a conflict does exist, PIMCO will seek to resolve any such conflict in accordance with the Proxy Policy. PIMCO seeks to resolve any material conflicts of interest by voting in good faith in the best interest of its clients. If a material conflict of interest should arise, PIMCO will seek to resolve such conflict in the client's best interest by pursuing any one of the following courses of action: (i) convening a committee to assess and resolve the conflict; (ii) voting in accordance with the instructions of the client; (iii) voting in accordance with the rec ommendation of an independent third-party service provider; (iv) suggesting that the client engage another party to determine how the proxy should be voted; (v) delegating the vote to a third-party service provider; or (vi) voting in accordance with the factors discussed in the Proxy Policy.

Clients may obtain a copy of PIMCO's written Proxy Policy and the factors that PIMCO may consider in determining how to vote a client's proxy. Except as required by law, PIMCO will not disclose to third parties how it voted on behalf of a client. However, upon request from an appropriately authorized individual, PIMCO will disclose to its clients or the entity delegating the voting authority to PIMCO for such clients, how PIMCO voted such client's proxy. In addition, a client may obtain copies of PIMCO's Proxy Policy and information as to how its proxies have been voted by contacting PIMCO.

III-8

APPENDIX III-VIII

RS INVESTMENT MANAGEMENT, L.P.

RS INVESTMENT MANAGEMENT, INC.

RS GROWTH GROUP LLC

RS VALUE GROUP LLC

SUMMARY DESCRIPTION OF PROXY VOTING POLICIES AND PROCEDURES

Each of the RS investment advisory firms (each, an "Adviser") has adopted policies and procedures (the "Policies") that govern how it votes proxies relating to securities owned by its advisory clients for which the Adviser exercises voting authority and discretion (the "Proxies"). The advisory clients for which the Advisers vote Proxies are registered investment companies and certain other institutional accounts. The Policies do not apply to any client that has explicitly retained authority and discretion to vote its own proxies or delegated that authority and discretion to a third party.

The guiding principle by which the Advisers vote on all matters submitted to security holders is to act in a manner consistent with the best interest of their clients, without subrogating the clients' interests to those of the Advisers. The Policies are designed to ensure that material conflicts of interest on the part of an Adviser or its affiliates do not affect voting decisions on behalf of the Advisers' clients.

The Advisers have adopted detailed proxy voting guidelines (the "Guidelines") that set forth how they plan to vote on specific matters presented for shareholder vote. In most cases, the Guidelines state specifically whether Proxies will be voted by the Advisers for or against a particular type of proposal. The indicated vote in the Guidelines is the governing position on any matter specifically addressed by the Guidelines.

Because the Guidelines have been pre-established by the Advisers, voting of Proxies in accordance with the Guidelines is intended to limit the possibility that any conflict of interest might motivate an Adviser's voting decision with respect to a proposal. However, an Adviser is permitted to override the Guidelines (an "Override") with respect to a particular shareholder vote when the Adviser believes the Override to be in a client's best interest. In addition, there may be situations involving matters presented for shareholder vote that are not governed by the Guidelines (any such vote being a "Special Vote"). In connection with any Override or Special Vote, a determination is made by the Advisers' chief compliance officer whether there is any material conflict of interest between the Adviser, on the one hand, and the relevant advisory clients, on the other, arising out of the provision of certain ser vices or products by an Adviser to the company on whose behalf Proxies are being solicited, personal shareholdings of any Adviser personnel in the company, or any other relevant material conflict of interest. Any such determination must be reviewed by the chief operating officer of the Advisers.

Certain aspects of the administration of the Policies are governed by a Proxy Policy Committee comprised of senior management personnel and compliance personnel. The Committee oversees the Proxy voting process generally and may be consulted in specific cases concerning the voting of Proxies.

The Advisers have retained Investor Responsibility Research Center ("IRRC") to handle the administrative aspects of voting proxies for the accounts of our advisory clients. IRRC monitors the accounts and their holdings to be sure that all Proxies are received and votes are cast. In addition, the Advisers' compliance department monitors matters presented for shareholder votes and tracks the voting of the Proxies on a regular basis.

Clients may obtain a copy of the Policies and information regarding how the Advisers have voted securities held in their accounts, by contacting John Sanders at (415) 591-2768.

The Policies are subject to change at any time without notice.

III-9

APPENDIX III-IX

THORNBURG INVESTMENT MANAGEMENT, INC.

SUMMARY PROXY VOTING POLICY AND PROCEDURES

Thornburg Investment Management, through a third-party voting service, votes shares owned by clients according to the proxy voting guidelines provided by the third-party voting service. Currently, Thornburg Investment Management contracts with Institutional Shareholder Services (ISS) to act as the third-party voting service.

The proxy voting procedures are as follows:

•  Custodians, distribution agents and any other parties that would traditionally send proxy materials to Thornburg Investment Management are instructed to forward all proxy materials to ISS for review.

•  After an analysis of the topics, ISS then forwards their recommendations to Thornburg Investment Management for review.

•  Once Thornburg Investment Management has reviewed the recommendations provided by ISS a determination will be made to either override the recommendation or agree to vote as advised.

•  Generally Thornburg Investment Management will vote with the recommendation made by ISS. Exceptions may exist when the vote concerns issues that are unique or non-routine.

Thornburg Investment Management will abstain from voting on all social issues.

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APPENDIX III-X

VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P.

SUMMARY PROXY VOTING POLICIES AND PROCEDURES

VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P.

(VN Small-Cap Value Portfolio)

Policy

Vaughan Nelson undertakes to vote all client proxies in a manner reasonably expected to ensure the client's best interest is upheld and in a manner that does not subrogate the client's best interest to that of the firm's in instances where a material conflict exists.

Approach

Vaughan Nelson has created a Proxy Voting Guideline ("Guideline") believed to be in the best interest of clients relating to common and recurring issues found within proxy voting material. The Guideline is the work product of Vaughan Nelson's Investment Committee and it considers the nature of it's business, the types of securities being managed and other sources of information including, but not limited to, research provided by an independent research firm (Institutional Shareholder Services), internal research, published information on corporate governance and experience. The Guideline helps to ensure voting consistency on issues common amongst issuers and to serve as evidence that a vote was not the product of a conflict of interest but rather a vote in accordance with a pre-determined policy. However, in many recurring and common proxy issues a "blanket voting approach" cannot be applied. In these instances the Guideline indicates that such issues will be addressed on a case-by-case basis in consultation with a portfolio manager to determine how to vote the issue in the client's best interest.

Vaughan Nelson, in executing their duty to vote proxies, may encounter a material conflict of interest. Vaughan Nelson does not envision a large number of situations where a conflict of interest would exist, if any, given the nature of Vaughan Nelson's business, client base, relationships, the types of securities managed and the fact Vaughan Nelson is not affiliated with an investment banking or similar firm. Notwithstanding, if a conflict of interest arises we will undertake to vote the proxy or proxy issue in the client's continued best interest. This will be accomplished by either casting the vote in accordance with the Guideline, if the application of such policy to the issue at hand involves little discretion on our part, or casting the vote as indicated by Institutional Shareholder Services, "ISS", (a third-party research firm independent to Vaughan Nelson).

Finally, there may be circumstances or situations that may preclude or limit the manner in which a proxy is voted. These may include: 1) Mutual funds - whereby voting may be controlled by restrictions within the fund or the actions of authorized persons, 2) International Securities - whereby the perceived benefit of voting an international proxy does not outweigh the anticipated costs of doing so, 3) New Accounts - instances where security holdings assumed will be sold in the near term thereby limiting any benefit to be obtained by a vote of proxy material, or 4) Unsupervised Securities - where the firm does not have a basis on which to offer advice.

In summary, Vaughan Nelson's goal is to vote proxy material in a manner that we believe assists in maximizing the value of a portfolio.

Vaughan Nelson's procedures in practice involve forwarding a listing of client holdings to ISS each day in order to assist with identifying upcoming proxy votes. Vaughan Nelson arranges for the custodians associated with each client to forward all client proxy forms to ISS. Once a "proxy analysis" is received from ISS the individual issues are matched to the Vaughan Nelson Proxy Voting Guideline. Areas not covered by the Guideline (such as votes on mergers/acquisitions) are routed to the portfolio manager for vote indications. Completed proxy analyses are voted electronically through an interface with ISS who then completes the actual proxy vote on Vaughan Nelson's behalf. All analyses with vote indications are retained. Reports concerning votes made on behalf of an account are accessible through ISS.

III-11

PART C

OTHER INFORMATION

Item 23. Exhibits.

(a)  (1) Certificate of Trust.¹

(2) Amendment to Certificate of Trust dated August 26, 1999.⁸

(3) Amendment to Certificate of Trust dated September 4, 2001.⁸

(4) Agreement and Declaration of Trust.¹

(5) Amendment No. 1 to Agreement and Declaration of Trust.²

(6) Certificate of Correction of Certificate of Amendment to Certificate of Trust dated May 14, 2002¹¹

(b)  By-Laws as amended November 16, 2004.*

(c)  In response to this item, Registrant incorporates by reference the following provisions from its Agreement and Declaration of Trust and By-Laws, filed herewith as Exhibit a(1) and Exhibit (b), defining rights of the Trust's shareholders: Articles III and V of Agreement and Declaration of Trust; Article III of By-Laws.

(d)  (1) Amended and Restated Management Agreement between Registrant and Prudential Investments LLC (PI) dated May 25, 2004.*

(2) Subadvisory Agreement between PIFM and Pacific Investment Management Company LLC (PIMCO) with respect to the Conservative Growth Fund dated May 5, 2000.⁹

(3) Subadvisory Agreement between PIFM and PIMCO with respect to the Moderate Growth Fund dated May 5, 2000.⁹

(4) Subadvisory Agreement between PI and Hotchkis and Wiley Capital Management LLC dated March 25, 2005.*

(5) Subadvisory Agreement between PI and JP Morgan Investment Management Inc. dated March 25, 2005.*

(6) Subadvisory Agreement between PI and LSV Asset Management dated March 25, 2005.*

(7) Subadvisory Agreement between PI and Thornburg Investment Management, Inc. dated March 25, 2005.*

(8) Subadvisory Agreement between PI and Goldman Sachs Asset Management with respect to High Yield Bond Sleeves dated April 13, 2005.*

(9) Subadvisory Agreement between PI and RS Investment Management, LP with respect to the Conservative Growth, Moderate Growth and High Growth Funds dated November 20, 2002.⁽¹²⁾

(10) Subadvisory Agreement between PI and Goldman Sachs Asset Management with respect to Large Capitalization Growth Equity Sleeves dated May 10, 2005.*

(11) Subadvisory Agreement between PI and Marsico Capital Management, LLC dated June 14, 2005.*

(12) Subadvisory Agreement between PI and Vaughan Nelson Investment Management, L.P. dated July 6, 2005.*

(13) Subadvisory Agreement between PI and EARNEST Partners, LLC with respect to each Fund dated December 13, 2001.¹¹

(e)  (1) Amended and Restated Distribution Agreement between Registrant and Prudential Investment Management Services LLC (PIMS) dated May 25, 2004.*

(2) Form of Selected Dealer Agreement³

(f)  Not applicable.

(g)  (1) Custodian Contract between Registrant and The Bank of New York (BNY) dated November 7, 2002.⁽¹²⁾

(2) Form of Custodian Services Agreement between Registrant and PFPC Trust Company (PFPC) dated July 1, 2005.*

(h)  (1) Transfer Agency and Service Agreement between Registrant and Prudential Mutual Fund Services, Inc. (PMFS).³

(2) Amendment to Transfer Agency and Services Agreement between Registrant and PMFS dated August 24, 1999.⁸

(3) Amendment to Transfer Agency and Service Agreement dated September 4, 2002.⁽¹²⁾

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(i)  Opinion of counsel.¹¹

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

(l)  Purchase Agreement.³

(m)  (1) Distribution and Service Plan for Class A shares.¹

(2) Distribution and Service Plan for Class B shares.¹

(3) Distribution and Service Plan for Class C shares.¹

(4) Distribution and Service Plan for Class M shares¹³

(5) Distribution and Service Plan for Class R shares¹³

(6) Distribution and Service Plan for Class X shares¹³

(7) Distribution fee waiver for Class A shares*

(8) Distribution fee waiver for Class R shares*

(n)  Rule 18f-3 Plan.¹³

(p)  (1) Code of Ethics of Earnest Partners, LLC dated January 31, 2005.*

(2) Code of Ethics of Goldman Sachs Asset Management dated February 23, 2005.*

(3) Code of Ethics of Hotchkis and Wiley Capital Management LLC dated February 1, 2005.*

(4) Code of Ethics of JP Morgan Fleming Asset Management dated February 1, 2005.*

(5) Code of Ethics of LSV Asset Management dated January 7, 2005.*

(6) Code of Ethics of Marsico Capital Management, LLC dated February 1, 2005.*

(7) Code of Ethics of Pacific Investment Management Company LLC dated January 6, 2005.*

(8) Code of Ethics of RS Investment Management, LP dated February 9, 2005.*

(9) Code of Ethics of Thornburg Investment Management, Inc. dated March 21, 2005.*

(10) Code of Ethics of Vaughan Nelson Investment Management, L.P. dated December 31, 2004.*

(11) Code of Ethics of Registrant dated April 6, 2005.*

(12) Code of Ethics and Personal Securities Trading Policy of Prudential Investments LLC, Prudential Investment Management, Inc. and Prudential Investment Management Services LLC dated January 1, 2005.*

(q)  Powers of attorney dated September 7, 2005.*

*  Filed herewith

¹  Incorporated by reference to Registrant's initial Registration Statement on Form N-1A, filed with the Securities and Exchange Commission (SEC) on August 4, 1998 (File No. 333-60561).

²  Incorporated by reference to Registrant's Pre-Effective Amendment No. 1 filed on Form N-1A on September 17, 1998 (File No. 333-60561).

³  Incorporated by reference to Registrant's Post-Effective Amendment No. 4 filed on Form N-1A on October 7, 1999 (File No. 333-60561).

⁴  Incorporated by reference to Exhibit (g)(3) to Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A of Prudential Natural Resources Fund, Inc. filed on July 31, 2001 (File No. 33-15166).

⁵  Incorporated by reference to Exhibit (p)(2) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A of Strategic Partners Series filed on March 27, 2000 (File No. 333-95849).

⁶  Incorporated by reference to Exhibit (p)(9) to Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A of The Target Portfolio Trust filed on May 1, 2000 (File No. 33-50476).

⁷  Incorporated by reference to Exhibit (p)(5) to Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A of Target Funds filed on October 31, 2000 (File No. 333-82621).

⁸  Incorporated by reference to corresponding exhibit to Registrant's Post-Effective Amendment No. 8 filed on Form N-1A on October 1, 2001.

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⁹  Incorporated by reference to Exhibit (p)(3) to Post-Effective Amendment No. 26 to the Registration Statement on Form N-1A of Jennison Natural Resources Fund, Inc. filed on July 28, 2004 (File No. 33-15166).

¹⁰  Incorporated by reference to corresponding exhibit to Registrant's Post-Effective Amendment No. 7 filed on Form N-1A on October 5, 2000.

¹¹  Incorporated by reference to Post-Effective No. 9 to the Registration Statement on Form N-1A filed on September 27, 2002.

¹²  Incorporated by reference to corresponding exhibit to Registrant's Post-Effective Amendment No. 10 filed on Form N-1A on October 3, 2003.

¹³  Incorporated by reference to corresponding exhibit to Registrant's Post-Effective Amendment No. 12 filed on Form N-1A on October 1, 2004.

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

Not Applicable.

Item 25. Indemnification.

As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940, as amended (the 1940 Act), and pursuant to Article VII of the Agreement and Declaration of Trust (Exhibit (a)(4)) to the Registration Statement) and Article XI of the Trust's By-Laws (Exhibit (b) to the Registration Statement), officers, trustees, employees and agents of Registrant will not be liable to Registrant, any stockholder, officer, director, employee, agent or other person for any action or failure to act, except for bad faith, willful misfeasance, gross negligence or reckless disregard of duties, and those individuals may be indemnified against liabilities in connection with Registrant, subject to the same exceptions. Section 3817 of the Delaware Statutory Trust Act permits indemnification of trustees who acted in good faith and reasonably believed that the conduct was in the best interest o f Registrant. As permitted by Section 17(i) of the 1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibit (e)(1) to the Registration Statement), the Distributor of Registrant may be indemnified against liabilities which it may incur, except liabilities arising from bad faith, gross negligence, willful misfeasance or reckless disregard of duties.

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

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

Section 8 of the Management Agreement (Exhibit (d)(1) to the Registration Statement) and Section 4 of the Subadvisory Agreements (Exhibits (d)(2) through (d)(19) to the Registration Statement) limit the liability of PI and each Adviser, respectively, to liabilities arising from willful misfeasance, bad faith or gross negligence in the performance of their respective duties or from reckless disregard by them of their respective obligations and duties under the agreements.

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

Item 26. Business and Other Connections of Investment Adviser.

(a)  PI

See "How the Trust is Managed-Manager" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the Statement of Additional Information (SAI) constituting Part B of this Registration Statement.

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

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(b)  Hotchkis and Wiley

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to the general members of Hotchkis and Wiley is included in its Form ADV filed with the SEC (File No. 801-60512), as most recently amended, the relevant text of which is incorporated herein by reference.

(c)  RS Investments

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to RS Investments directors and executive officers is included in its Form ADV filed with the SEC (File No. 801-44125), as most recently amended, the relevant text of which is incorporated herein by reference.

(d)  PIMCO

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to PIMCO's directors and executive officers is included in its Form ADV filed with the SEC (File No. 801-48187), as most recently amended, the relevant text of which is incorporated herein by reference.

(e)  EARNEST

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to EARNEST's directors and executive officers is included in its Form ADV filed with the SEC (File No. 801-56189), as most recently amended, the relevant text of which is incorporated herein by reference.

(f)  JP Morgan Investment Management Inc.

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to JP Morgan Investment Management Inc.'s directors and executive officers is included in its Form ADV filed with the SEC (File No. 801-50256), as most recently amended, the relevant text of which is incorporated herein by reference.

(g)  LSV

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to LSV's directors and executive officers is included in its Form ADV filed with the SEC (File No. 801-47689), as most recently amended, the relevant text of which is incorporated herein by reference.

(h)  Thornburg

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to Thornburg's directors and executive officers is included in its Form ADV filed with the SEC (File No. 801-17853), as most recently amended, the relevant text of which is incorporated herein by reference.

(i)  Goldman Sachs Asset Management

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to Goldman Sachs Asset Management's directors and executive officers is included in its Form ADV filed with the SEC (File No. 801-37591), as most recently amended, the relevant text of which is incorporated herein by reference.

(j)  Marsico

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to Marsico's directors and executive officers is included in its Form ADV filed with the SEC (File No. 801-54914), as most recently amended, the relevant text of which is incorporated herein by reference.

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(k)  Vaughan Nelson

See "How the Trust is Managed-Advisers and Portfolio Managers" in the Prospectus constituting Part A of this Registration Statement and "Investment Advisory and Other Services" in the SAI constituting Part B of this Registration Statement.

Information as to Vaughan Nelson's directors and executive officers is included in its Form ADV filed with the SEC (File No. 801-51795), as most recently amended, the relevant text of which is incorporated herein by reference.

Item 27.  Principal Underwriters.

(a)  Prudential Investment Management Services LLC (PIMS)

PIMS is distributor for 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 Small Cap Core Equity Fund, Inc., Dryden Total Return Bond Fund, Inc., Jennison 20/20 Focus Fund, Jennison U.S. Emerging Growth Fund, Inc., Jennison Value Fund, Prudential World Fund, Inc., Strategic Partners Asset Allocation Funds, Strategic Partners Opportunity Funds, Strategic Partners Style Specific Funds, Strategic Partners Mutual Funds, Inc. The Prudential Investment Portfolios, Inc., The Prudential Series Fund, Inc. and The Target Portfolio Trust.

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

(b)  The business and other connections of PIMS' directors and principal executive officers are listed in its Form ADV as currently on file with the SEC (File No. 008-36540), as most recently amended, the text of which is hereby incorporated by reference.

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

Item 28. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of The Bank of New York (BNY), One Wall Street, New York, New York, 10286; PFPC Trust Company (PFPC), Airport Business Center, International Court 2, 200 Stevens Drive, Philadelphia, Pennsylvania, 19113; Registrant, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102; RS Investment Management, LP, 338 Market Street, Suite 1700, San Francisco, California 94111; Earnest Partners, 75 14th Street, Suite 2300, Atlanta, Georgia 30309; Hotchkis and Wiley Capital Management LLC, 725 South Figueroa Street, Suite 3900, Los Angeles, California 90017; JP Morgan Investment Management Inc., 522 Fifth Avenue, New York, NY 10036; LSV Asset Management, One North Wacker Drive, Suite 4000, Chicago, I llinois 60606; Thornburg Investment Management, Inc., 119 East Marcy Street, Santa Fe, New Mexico 87501; Goldman Sachs Asset Management, 32 Old Slip, 23rd Floor, New York, NY 10005; Marsico Capital Management LLC, 1200 17th Street, Suite 1600, Denver, Colorado 80202; Vaughan Nelson Investment Management, L.P., 600 Travis Street, Suite 6300, Houston, Texas 77002; Pacific Investment Management Company LLC, 840 Newport Center Drive, Suite 300, Newport Beach, California 92660; and Prudential Mutual Fund Services LLC, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102. Documents required by Rules 31a-1(b)(4), (5), (6), (7), (9), (10) and (11), 31a-1(d), and 31a-1(f) will be kept at 100 Mulberry Street, Gateway Center Three, Newark, New Jersey 07102-4077 and the remaining accounts, books and other documents required by such other pertinent provisions of Section 31(a) and the Rules promulgated thereunder will be kept by BNY, PFPC and Prudential Mutual Fund Services LLC.

Item 29. Management Services.

Other than as set forth under the captions "How the Trust is Managed-Manager", "How the Trust is Managed-Advisers and Portfolio Managers" and "How the Trust is Managed-Distributor" in the Prospectus and the caption "Investment Advisory and Other Services" in the SAI, constituting Parts A and B, respectively, of this Post-Effective Amendment to the Registration Statement, Registrant is not a party to any management-related service contract.

Item 30. Undertakings.

Not applicable.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark and State of New Jersey, on the 30th day of September 2005.

  STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

*   JUDY A. RICE

  President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Title	Date
* LINDA W. BYNOE	Trustee
*DAVID E. A. CARSON	Trustee
* ROBERT F. GUNIA	Vice President and Trustee
* ROBERT E. LABLANC	Trustee
* DOUGLAS H. MCCORKENDALE	Trustee
* RICHARD A. REDEKER	Trustee
* JUDY A. RICE	President and Trustee
* ROBIN B. SMITH	Trustee
* STEPHEN G. STONEBURN	Trustee
* CLAY T. WHITEHEAD	Trustee
* GRACE C. TORRES	Treasurer and Principal Financial and Accounting Officer
* By: /s/ JONATHAN D. SHAIN  Jonathan D. Shain	Attorney-in-fact	September 30, 2005

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  EXHIBIT INDEX

  Exhibit No.  Description

(b)  By-Laws as amended November 16, 2004.

(d)  (1) Amended and Restated Management Agreement between Registrant and Prudential Investments LLC (PI) dated May 25, 2004.

(4) Subadvisory Agreement between PI and Hotchkis and Wiley Capital Management LLC dated March 25, 2005.

(5) Subadvisory Agreement between PI and JP Morgan Investment Management Inc. dated March 25, 2005.

(6) Subadvisory Agreement between PI and LSV Asset Management dated March 25, 2005.

(7) Subadvisory Agreement between PI and Thornburg Investment Management, Inc. dated March 25, 2005.

(8) Subadvisory Agreement between PI and Goldman Sachs Asset Management with respect to High Yield Bond Sleeves dated April 13, 2005.

(10) Subadvisory Agreement between PI and Goldman Sachs Asset Management with respect to Large Capitalization Growth Equity Sleeves dated May 10, 2005.

(11) Subadvisory Agreement between PI and Marsico Capital Management, LLC dated June 14, 2005.

(12) Subadvisory Agreement between PI and Vaughan Nelson Investment Management, L.P. dated July 6, 2005.

(e)  (1) Amended and Restated Distribution Agreement between Registrant and Prudential Investment Management Services LLC (PIMS) dated May 25, 2004.

(g)  (2) Form of Custodian Services Agreement between Registrant and PFPC Trust Company (PFPC) dated July 1, 2005.

(j)  Consent of independent registered public accounting firm.

(m)  (7) Distribution fee waiver for Class A shares.

(8) Distribution fee waiver for Class R shares.

(p)  (1) Code of Ethics of Earnest Partners, LLC dated January 31, 2005.

(2) Code of Ethics of Goldman Sachs Asset Management dated February 23, 2005.

(3) Code of Ethics of Hotchkis and Wiley Capital Management LLC dated February 1, 2005.

(4) Code of Ethics of JP Morgan Fleming Asset Management dated February 1, 2005.

(5) Code of Ethics of LSV Asset Management dated January 7, 2005.

(6) Code of Ethics of Marsico Capital Management, LLC dated February 1, 2005.

(7) Code of Ethics of Pacific Investment Management Company LLC dated January 6, 2005.

(8) Code of Ethics of RS Investment Management, LP dated February 9, 2005.

(9) Code of Ethics of Thornburg Investment Management, Inc. dated March 21, 2005.

(10) Code of Ethics of Vaughan Nelson Investment Management, L.P. dated December 31, 2004.

(11) Code of Ethics of Registrant dated April 6, 2005.

(12) Code of Ethics and Personal Securities Trading Policy of Prudential Investments LLC, Prudential Investment Management, Inc. and Prudential Investment Management Services LLC dated January 1, 2005.

(q)  Powers of Attorney dated September 7, 2005.

C-7

EX-99.(B)

Exhibit 99(b)

BY-LAWS

OF

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

Amended as of November 16, 2004

ARTICLE I

 Agreement and Declaration of Trust

Section 1. Agreement and Declaration of Trust. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time amended, supplemented or restated (the “Declaration of Trust”) of Prudential Diversified Series (the “Trust”).

Section 2. Definitions. Unless otherwise defined herein, the terms used herein have the respective meanings given them in the Declaration of Trust.

ARTICLE II

Offices

Section 1. Principal Office. The principal office of the Trust shall be located in the City of Newark, State of New Jersey, or such other location as the Trustees may from time to time determine.

Section 2. Registered Office and Other Offices. The registered office of the Trust shall be located in the City of Wilmington, State of Delaware or such other location within the State of Delaware as the Trustees may from time to time determine. The Trust may establish and maintain such other offices and places of business as the Trustees may from time to time determine.

ARTICLE III

Shareholders

Section 1. Meetings. Meetings of the Shareholders shall be held at the principal executive offices of the Trust or at such other place within the United States of America as the Trustees shall designate. Meetings of the Shareholders shall be called by the Secretary whenever (i) ordered by the Trustees or (ii) for the purpose of voting on the removal of any Trustee, requested in writing by Shareholders holding at least ten percent (10%) of the outstanding Shares entitled to vote. If the Secretary, when so ordered or requested, refuses or neglects for more than 10 days to call such meetings, the Trustees or the Shareholders

so requesting, may, in the name of the Secretary, call the meeting by giving notice thereof in the manner required when notice is given by the Secretary.

Section 2. Notice of Meetings. Except as otherwise herein provided, notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given by the Secretary by delivering or mailing, postage prepaid, to each Shareholder entitled to vote at said meeting at his or her address as recorded on the register of the Trust at least ten (10) days and not more than ninety (90) days before the meeting. Only the business stated in the notice of the meeting shall be considered at such meeting. Notice of adjournment of a Shareholders’ meeting to another time or place need not be given, if such time and place are announced at the meeting and the adjourned meeting is held within a reasonable time after the date set for the original meeting. No notice need be given to any Shareholder who shall have failed to inform the Trust of his or her current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his or her attorney thereunto authorized, is filed with the records of the meeting.

Section 3. Record Date for Meetings. For the purpose of determining the Shareholders who are entitled to notice of and to vote at any meeting, the Trustees may from time to time close the transfer books for such period, not exceeding thirty (30) days, as the Trustees may determine; or without closing the transfer books the Trustees may fix a date not more than ninety (90) days prior to the date of any meeting of Shareholders as a record date for the determination of the persons to be treated as Shareholders of record for such purpose.

Section 4. Proxies. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote either in person or by written proxy signed by the Shareholder, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken; provided, however, that notwithstanding any other provision of this Section 4 to the contrary, the Trustees may at any time adopt one or more electronic, telecommunication, telephonic, computerized or other alternatives to execution of a written instrument that will enable holders of Shares entitled to vote at any meeting to appoint a proxy to vote such holders’ Shares at such meeting. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall

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be entitled to vote. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such Share, he or she may vote by his or her guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. At all meetings of the Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Except as otherwise provided herein or in the Declaration of Trust, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were shareholders of a Delaware corporation.

Section 5. Inspection of Books. The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust or any of them shall be open to the inspection of the Shareholders; and no Shareholder shall have any right to inspect any account or book or document of the Trust except as conferred by law or otherwise by the Trustees or by resolution of the Shareholders.

Section 6. Action Without Meeting. Any action that may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

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Section 7. Application of this Article. Meetings of Shareholders shall consist of Shareholders of any Series (or Class thereof) or of all Shareholders, as determined pursuant to the Declaration of Trust, and this Article shall be construed accordingly.

ARTICLE IV

Trustees

Section 1. Meetings of the Trustees. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the Chairman, the President, or by any two of the Trustees, at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary or by the officer or Trustees calling the meeting and shall be delivered or mailed, postage prepaid, to each Trustee at least two days before the meeting, or shall be telegraphed, cabled, or wired to each Trustee at his or her business address, or personally delivered to him or her, at least one day before the meeting. Such notice may, however, be waived by any Trustees. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A notice or waiver of notice need not specify the purpose of any meeting. The Trustees may meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting are connected, which meeting shall be deemed to have been held at a place designated by the Trustees at the meeting. Participation in a telephone conference meeting shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if a majority of the Trustees then in office (or such higher number of Trustees as would be required to act on the matter under the Declaration of Trust, these By-Laws or applicable law if a meeting were held) consent to the action in writing and the written consents are filed with the records of the Trustees’ meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of the Trustees. Notwithstanding the foregoing, all actions of the Trustees shall be taken in compliance with the provisions of the Investment Company Act of 1940, as amended.

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Section 2. Quorum and Manner of Acting. A majority of the Trustees then in office shall constitute a quorum for the transaction of business. If at any meeting of the Trustees there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall be obtained. Notice of an adjourned meeting need not be given. The act of the majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Trustees, except as may be otherwise specifically provided by law or by the Declaration of Trust or by these By-Laws.

Section 3.  Chair.  The Trustees may elect a Trustee as Chair of the Trustees.  The Chair, if one is elected shall preside at all meetings of the Trustees and of the stockholders at which he or she is present.  The Chair shall perform such duties and have such powers as are assigned by the Trustees.  The Chair shall not be an officer of the Trust for any purposes.  The Chair shall not be an “interested” person of the Trust or an adviser to the Trust as defined in the Investment Company Act of 1940.  The Chair shall have no greater liability as a result of serving as Chair and will have no greater responsibility for overseeing the affairs of the Trust than that of other Trustees other than with respect to specific responsibilities of the chair as set forth in these Bylaws or as assigned by the Trustees.

ARTICLE V

Committees

Section 1. Executive and Other Committees. The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than three (3)  Trustees to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust, and such other powers of the Trustees as the Trustees may, from time to time, delegate to them except those powers by law, the Declaration of Trust or these By-laws they are prohibited from delegating. The Trustees may also elect from their own number or otherwise other Committees from time to time, the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee), the terms of membership on such Committees and the termination or circumstances giving rise to the termination of such Committees to be determined by the Trustees. The Trustees may

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designate a chairman of any such Committee. In the absence of such designation the Committee may elect its own chairman.

Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1) provide for stated meetings of any Committees, (2) specify the manner of calling and notice required for special meeting of any Committee, (3) specify the number of members of a Committee required to constitute a quorum and the numbers of members of a Committee required to exercise specified powers delegated to such Committee, (4) authorize the making of decisions to exercise specified powers by written assent of the requisite number of members of a Committee without a meeting, and (5) authorize the members of a Committee to meet by means of a telephone conference circuit. Each Committee shall keep regular minutes of its meetings and records of decisions taken without a meeting and cause them to be recorded in a book designated for that purpose and kept at the principal executive offices of the Trust.

ARTICLE VI

Officers

Section 1. General Provisions. The officers of the Trust shall be a President, a Treasurer and a Secretary, who shall be elected by the Trustees.  The Trustees may elect or appoint such other officers or agents as the business of the Trust may require, including one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may delegate to any officer or Committee the power to appoint any subordinate officers or agents.

Section 2. Term of Office and Qualifications. Except as otherwise provided by law, the Declaration of Trust or these By-Laws, the President, the Treasurer and the Secretary, and all other officers shall hold office at the pleasure of the Trustees. The Secretary and Treasurer may be the same person.  A Vice President and the Treasurer or a Vice President and the Secretary may be the same person, but the offices of Vice President, Secretary and Treasurer shall not be held by the same person. The President shall hold no other office, but may be a Trustee of the Trust. Except as above provided, any two offices may be held by the same person. The Chairman, if there be one, shall be a Trustee and may but need not be a Shareholder. Any other officer may be but none need be a Trustee or Shareholder.

Section 3. Removal. The Trustees, at any regular or special meeting of the Trustees, may remove any officer with or without cause, by a vote of a majority of the Trustees then in office. Any officer or agent

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appointed by an officer or committee may be removed with or without cause by such appointing officer or committee.

Section 4. Powers and Duties of the President. The President shall be the principal executive officer of the Trust. He or she may call meetings of the Trustees and of any Committee thereof when he or she deems it necessary and, in the absence of the Chairman, shall preside at all meetings of the Shareholders and the Trustees. Subject to the control of the Trustees, the Chairman and any Committees of the Trustees, within their respective spheres, as provided by the Trustees, the President shall at all times exercise a general supervision and direction over the affairs of the Trust. The President shall have the power to employ attorneys, accountants and other advisers and agents for the Trust and to employ such subordinate officers, agents, clerks and employees as he or she may find necessary to transact the business of the Trust. He or she shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall have such other powers and duties as from time to time may be conferred upon or assigned to him or her by the Trustees.

Section 5. Powers and Duties of the Vice President. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Trustees shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him or her from time to time by the Trustees or the President.

Section 6. Powers and Duties of the Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. The Treasurer shall deliver all funds of the Trust which may come into his or her hands to such Custodian as the Trustees may employ pursuant to Article X of these By-Laws. He or she shall render a statement of condition of the finances of the Trust to the Trustee as often as they shall require the same and he or she shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Trustees. The Treasurer shall give a bond for the faithful discharge of his or her duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

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Section 7. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Trustees and of the Shareholders in proper books provided for that purpose; he or she shall have custody of the seal of the Trust; he or she shall have charge of the Share transfer books, lists and records unless the same are in the charge of the Transfer Agent. The Secretary shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-laws and as required by law; and subject to these By-Laws, he or she shall in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him or her by the Trustees.

Section 8. Powers and Duties of Assistant Treasurers. In the absence or disability of the Treasurer, any Assistant Treasurer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. Each Assistant Treasurer shall perform such other duties as from time to time may be assigned to him or her by the Trustees. Each Assistant Treasurer shall give a bond for the faithful discharge of his or her duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

Section 9. Powers and Duties of Assistant Secretaries. In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Secretary. Each Assistant Secretary shall perform such other duties as from time to time may be assigned to him or her by the Trustees.

Section 10. Compensation of Officers and Trustees. Subject to any applicable provisions of the Declaration of Trust, the compensation of the officers and Trustees shall be fixed from time to time by the Trustees or, in the case of officers, by any Committee or officer upon whom such power may be conferred by the Trustees. No officer shall be prevented from receiving such compensation as such officer by reason of the fact that he or she is also a Trustee.

ARTICLE VII

Fiscal Year

The fiscal year of the Trust shall end on such date as the Trustees shall from time to time determine.

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ARTICLE VIII

Seal

The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.

ARTICLE IX

Waivers of Notice

Whenever any notice whatever is required to be given by law, the Declaration of Trust or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A notice shall be deemed to have been telegraphed, cabled or wired for the purposes of these By-Laws when it has been delivered to a representative of any telegraph, cable or wire company with instructions that it be telegraphed, cabled or wired.

ARTICLE X

Custody of Securities

Section 1. Employment of a Custodian. The Trust shall place and at all times maintain in the custody of a Custodian (including any sub-custodian for the Custodian) all funds, securities and similar investments included in the Trust Property. The Custodian (and any sub-custodian) shall be a bank having not less than $20,000,000 aggregate capital, surplus and undivided profits and shall be appointed from time to time by the Trustees, who shall fix its remuneration.

Section 2. Action upon Termination of Custodian Agreement. Upon termination of a Custodian Agreement or inability of the Custodian to continue to serve, the Trustees shall promptly appoint a successor custodian, but in the event that no successor custodian can be found who has the required qualifications and is willing to serve, the Trustees shall call as promptly as possible a special meeting of the Shareholders to determine whether the Trust shall function without a custodian or shall be liquidated. If so directed by a vote of holders of the majority of the outstanding Shares entitled to vote, the Custodian shall deliver and pay over all Trust Property held by it as specified in such vote.

Section 3. Provisions of Custodian Contract. The following provisions shall apply to the employment of a Custodian and to any contract entered into with the Custodian so employed: The Trustees shall cause to be delivered to the Custodian all securities included in the Trust Property or to which the

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Trust may become entitled, and shall order the same to be delivered by the Custodian only in completion of a sale, exchange, transfer, pledge, loan of portfolio securities to another person, or other disposition thereof, all as the Trustees may generally or from time to time require or approve or to a successor Custodian; and the Trustees shall cause all funds included in the Trust Property or to which it may become entitled to be paid to the Custodian, and shall order the same disbursed only for investment against delivery of the securities acquired (including securities acquired under a repurchase agreement), or the return of cash held as collateral for loans of portfolio securities, or in payment of expenses, including management compensation, and liabilities of the Trust, including distributions to Shareholders, or to a successor Custodian.  Notwithstanding anything to the contrary to these By-Laws, upon receipt of proper instructions, which may be standing instructions, the Custodian may deliver funds in the following cases: In connection with repurchase agreements, the Custodian shall transmit prior to receipt on behalf of the Fund of any securities or other property, funds from the Fund’s custodian account to a special custodian approved by the Trustees of the Fund, which funds shall be used to pay for securities to be purchased by the Fund subject to the Fund’s obligation to sell and the seller’s obligation to repurchase such securities (in such case, the securities shall be held in the custody of the special custodian);  in connection with the Trust’s purchase or sale of financial futures contracts, the Custodian shall transmit, prior to receipt on behalf of the Fund of any securities or other property, funds from the Trust’s custodian account in order to furnish and to maintain funds with brokers as margin to guarantee the performance of the Trust’s futures obligations in accordance with the applicable requirements of commodities exchanges and brokers.

Section 4. Central Certificate System. Subject to applicable rules, regulations and orders adopted by the Commission, the Trustees may direct the Custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust.

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ARTICLE XI

Indemnification of Trustees, Officers,

Employees and Other Agents

Section 1. Agents, Proceedings, Expenses. For the purpose of this Article, “agent” means any Person who is or was a Trustee, officer, employee or other agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise; “proceeding” means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and “expenses” includes, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.

Section 2. Indemnification. Subject to the exceptions and limitation contained in Section 3 below, every agent shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.

Section 3. Limitations, Settlements. No indemnification shall be provided hereunder to an agent:

(a) who shall have been adjudicated by the court or other body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (collectively, “disabling conduct”); or

(b) with respect to any proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the proceeding was brought that such agent was liable to the Trust or its Shareholders by reason of disabling conduct, unless there has been a determination that such agent did not engage in disabling conduct:

(i) by the court or other body before which the proceeding was brought;

(ii) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

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(iii) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry); provided, however, that indemnification shall be provided hereunder to an agent with respect to any proceeding in the event of (1) a final decision on the merits by the court or other body before which the proceeding was brought that the agent was not liable by reason of disabling conduct, or (2) the dismissal of the proceeding by the court or other body before which it was brought for insufficiency of evidence of any disabling conduct with which such agent has been charged.

Section 4. Insurance, Rights Not Exclusive. The rights of indemnification herein provided may be insured against by policies maintained by the Trust on behalf of any agent, shall be severable, shall not be exclusive of or affect any other rights to which any agent may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators of any agent.

Section 5. Advance of Expenses. Expenses incurred by an agent in connection with the preparation and presentation of a defense to any proceeding may be paid by the Trust from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such agent that such amount will be paid over by him or her to the Trust if it is ultimately determined that he or she is not entitled to indemnification under this Article XI; provided, however, that (a) such agent shall have provided appropriate security for such undertaking, (b) the Trust is insured against losses arising out of any such advance payments or (c) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the proceedings, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such agent will be found entitled to indemnification under this Article XI.

Section 6. Fiduciaries of Employee Benefit Plan. The Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.

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ARTICLE XII

Amendments

These By-Laws, or any of them, may be altered, amended or repealed, or new By-laws may be adopted by (a) a vote of holders of the majority of the outstanding Shares entitled to vote or (b) by the Trustees, provided, however, that no By-law may be amended, adopted or repealed by the Trustees if such amendment, adoption or repeal is required by applicable law, the Declaration of Trust or these By-Laws, to be submitted to a vote of the Shareholders.

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EX-99.(D)(1)

Exhibit 99.(d)(1)

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

Amended and Restated Management Agreement

Agreement made the 12^th day of November, 1998, between Prudential Diversified Funds and Prudential Investments Fund Management LLC, a New York limited liability company, as amended and restated this 25^th day of May 2004 between Strategic Partners Asset Allocation Funds (the Trust), and Prudential Investments LLC, a New York limited liability company (the Manager).

W I T N E S S E T H

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

WHEREAS, the shares of beneficial interest of the Trust are divided into separate series or funds (each a Fund), each of which is established pursuant to a resolution of the Board of Trustees of the Trust (Board of Trustees), and the Trustees may from time to time terminate such Funds or establish and terminate additional Funds; and

WHEREAS, the Trust desires to retain the Manager to render or contract to obtain as hereinafter provided investment advisory services to the Trust and the Trust also desires to avail itself of the facilities available to the Manager with respect to the administration of its day-to-day corporate affairs, and the Manager is willing to render such investment advisory and administrative services; and

WHEREAS, the Trust and the Manager have mutually agreed to certain revisions with respect to the fees to be paid by the Trust to the Manager;

NOW, THEREFORE, the parties agree as follows:

1.  The Trust hereby appoints the Manager to act as manager of the Trust and administrator of its corporate affairs for the period and on the terms set forth in this Agreement.  The Manager accepts

such appointment and agrees to render the services herein described, for the compensation herein provided.  The Manager is authorized to enter into sub-advisory agreements for investment advisory services in connection with the management of the Trust and each Fund thereof.  Any such agreement may be entered into by the Manager on such terms and in such manner as may be permitted by the 1940 Act and the rules thereunder.  The Manager will continue to have responsibility for all investment advisory services furnished pursuant to any such sub-advisory agreements.  The Manager will review the performance of all sub-advisers (each an Adviser), and make recommendations to the Trustees of the Trust with respect to the retention and renewal of contracts.

2.  Subject to the supervision of the Board of Trustees of the Trust, the Manager shall administer the Trust’s corporate affairs and, in connection therewith, shall furnish the Trust with office facilities and with clerical, bookkeeping and recordkeeping services at such office facilities and, subject to Section 1 hereof, the Manager shall manage the investment operations of the Trust and each Fund thereof and the composition of each Fund of the Trust, including the purchase, retention and disposition thereof, in accordance with each Fund’s investment objective, policies and restrictions as stated in the Prospectus (hereinafter defined) and subject to the following understandings:

(a)  The Manager shall provide supervision of each Fund’s investments and determine from time to time what investments or securities will be purchased, retained, sold or loaned by the Fund, and what portion of its assets will be invested or held uninvested as cash.

(b)  The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations.

(c)  The Manager shall determine the securities and futures contracts to be purchased or

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sold by each Fund and will place orders pursuant to its determinations with or through such persons, brokers, dealers or futures commission merchants (including but not limited to Prudential Securities Incorporated, and brokers, dealers and futures commissions merchants which are “affiliated persons” of an Adviser) in conformity with the policy with respect to brokerage as set forth in the Trust’s Registration Statement and Prospectus (hereinafter defined) or as the Board of Trustees may direct from time to time.  In providing the Trust with investment supervision, it is recognized that the Manager will give primary consideration to securing the most favorable price and efficient execution.  Consistent with this policy, the Manager may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which other clients of the Manager or an Adviser may be a party.  It is understood that Prudential Securities Incorporated or a broker which is an “affiliated person” of an Adviser may be used as principal broker for securities transactions but that no formula has been adopted for allocation of the Trust’s investment transaction business.  It is also understood that it is desirable for the Trust that the Manager and each Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers or futures commission merchants and that such brokers may execute brokerage transactions at a higher cost to the Trust than may result when allocating brokerage to other brokers or futures commission merchants on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager and each Adviser is authorized to pay higher brokerage commissions for the purchase and sale of securities and futures contracts for the Trust to brokers or futures commission merchants who provide such research and analysis, subject to review by the Board of Trustees from time to time with respect to the extent and continuation of this practice.  It is understood that the services provided by such broker or futures commission merchant may be useful to the Manager or an Adviser in connection with its services to

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other clients.

On occasions when the Manager or an Adviser deems the purchase or sale of a security or a futures contract to be in the best interest of the Trust as well as other clients of the Manager or the Adviser, the Manager or the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution.  In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager or the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund, the Trust and to such other clients.

(d)  The Manager shall maintain all books and records with respect to the Trust’s portfolio transactions and shall render to the Board of Trustees such periodic and special reports as the Board may reasonably request.

(e)  The Manager shall be responsible for the financial and accounting records to be maintained by the Trust (including those being maintained by the Trust’s custodian (the Custodian)).

(f)  The Manager shall provide the Trust’s Custodian on each business day with information relating to all transactions concerning the Trust’s assets.

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

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

(a) Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date hereof and as amended from time to time, is hereinafter called the “Declaration of Trust”);

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(b)  By-Laws of the Trust (such By-Laws, as in effect on the date hereof and as amended from time to time, are hereinafter called the “By-Laws”);

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

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

(e)  Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the Commission and all amendments thereto; and

(f)  Prospectus and Statement of Additional Information of the Trust (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being hereinafter called the “Prospectus”).

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

5. The Manager shall keep the Trust’s books and records required to be maintained by it pursuant to Paragraph 2 hereof, including all books and records prescribed by Rule 31a-1 under the 1940 Act other than those books and records maintained by the Trust or its other service providers.  The Manager agrees that all records which it maintains for the Trust are the property of the Trust and it will surrender promptly to the Trust any such records upon the Trust’s request, provided however that the Manager may retain a copy of such records.  The Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by the

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Manager pursuant to Paragraph 2 hereof.

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

(i) the salaries and expenses of all personnel of the Trust and the Manager except the fees and expenses of Trustees who are not affiliated persons of the Manager or of any Adviser;

(ii) all expenses incurred by the Manager or by the Trust in connection with managing the ordinary course of the Trust’s business other than those assumed by the Trust herein; and

(iii) the costs and expenses payable to any Adviser pursuant to any sub-advisory agreements.

The Trust assumes and will pay the expenses described below:

(a)  the fees and expenses incurred by the Trust in connection with the management of the investment and reinvestment of each Fund’s assets;

(b)  the fees and expenses of Trustees who are not affiliated persons of the Manager or the Trust’s Advisers;

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

(d)  the fees and expenses of the Trust’s transfer and dividend disbursing agent, which may be the Custodian, that relate to the maintenance of each shareholder account;

(e)  the charges and expenses of legal counsel and independent accountants for the Trust;

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(f)  brokers’ commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities and futures transactions;

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

(h)  the fees of any trade associations of which the Trust may be a member;

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

(j)  the cost of fidelity, trustees and officers and errors and omissions insurance;

(k)  the fees and expenses involved in registering and maintaining registration of the Trust and of its shares with the Commission, registering the Trust as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the Trust’s registration statements, prospectuses and statements of additional information for filing under federal and state securities laws for such purposes;

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

(m)  litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business; and

(n)  any expenses assumed by the Trust pursuant to a plan of distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

7. For the services provided and the expenses assumed pursuant to this Agreement, the Trust will pay to the Manager as full compensation therefor a fee as set forth below.  This fee will be computed daily and will be paid to the Manager monthly.  Any reduction in the fee payable shall be made monthly.  Any such reductions or payments are subject to readjustment during the year.

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Fund Name	Fee Rate
Strategic Partners Conservative Growth Fund	0.75% first $500 million; 0.70% next $500 million 0.65% over $1 billion.
Strategic Partners High Growth Fund	0.75% first $500 million; 0.70% next $500 million 0.65% over $1 billion.
Strategic Partners Moderate Growth Fund	0.75% first $500 million; 0.70% next $500 million 0.65% over $1 billion.

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

9.  This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated with respect to any Fund by the Trust at any time, without the payment of any penalty, by the Board of Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party.  This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

10.  Nothing in this Agreement shall limit or restrict the right of any officer or employee of the Manager who may also be a Trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or dissimilar nature, nor limit or restrict the right of the Manager to engage in any

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other business or to render services of any kind to any other corporation, firm, individual or association.

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

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

13.  This Agreement may be amended by mutual consent, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act.

14.  Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102-4077, Attention:  Secretary; or (2) to the Trust at Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: President.

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

16.  The Trust may use the name “Strategic Partners Asset allocation Funds” or any name

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

17.  The Trust is a business trust organized under the Delaware Business Trust Act pursuant to a Certificate of Trust dated July 29, 1998.  The Trust is a series trust and all debts, liabilities, obligations and expenses of a particular Fund shall be enforceable only against the assets of that Fund and not against the assets of any other Fund or of the Trust as a whole.  This Agreement is executed by a Trustee or officer of the Trust in such capacity and not individually.  Neither the Trustees, officers, agents or shareholders of the Trust assume any personal liability for obligations entered into on behalf of the Trust (or a Fund thereof).

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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.

STRATEGIC PARTNERS ASSET ALLOCATION
FUNDS
By	/s/ Grace C. Torres
	Grace C. Torres
	Treasurer
PRUDENTIAL INVESTMENTS LLC
By:	/s/ Robert F. Gunia
	Robert F. Gunia
	Executive Vice President

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EX-99.(D)(4)

Exhibit 99.(d)(4)

Strategic Partners Asset Allocation Funds

Large Capitalization Value Equity Sleeves

SUBADVISORY AGREEMENT

Agreement made as of this 25^th day of March, 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Hotchkis and Wiley Capital Management LLC (Hotchkis & Wiley or the Subadviser),

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 large 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 manage such portion of the Fund’s portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund’s investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the “Prospectus”), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund’s portfolio as the Manager shall direct, and shall 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 and any amendments to those procedures (Board Procedures) provided to it by the Manager (the Fund Documents), and with the instructions and directions of the Manager and of the Board, 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 timely with copies of any updated Fund Documents.

(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund’s portfolio, as applicable, and 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 Subadviser) to carry out the 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 supervision, it is recognized that the Subadviser shall give primary consideration to securing the most favorable price and efficient execution.  Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser’s other clients may be a party.  The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.

On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution.  In such event, allocation of the securities or futures contracts so purchased or

sold, as well as the expenses incurred in the transaction, 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 or its affiliate shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the portion of the Fund’s assets it manages.  The Subadviser shall furnish the Manager routinely with daily information concerning portfolio transactions and 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.  Conversely, 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.

(vii) 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.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Fund to serve in the capacities in which they are elected.  Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such trustees, officers or employees.

(c) The Subadviser shall keep the Fund’s books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof 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.  In the event of the termination of this Agreement, the Fund’s books and records maintained by the Subadviser shall be returned to the Fund or the Manager.  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.

(d) 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 to ensure its 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 Securities and Exchange Commission (the Commission) or such other regulator having appropriate jurisdiction.

(e) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

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

(g) 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 making available information of which the Subadviser has knowledge related to the securities being valued.

(h) 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.

(i) 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.

(j) 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. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Fund’s average daily net assets of the portion of the Fund managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadviser under this Agreement is contingent upon the Manager’s receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Manager. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

4. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser’s part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Manager’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.  The Subadviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement.  The Subadviser agrees that it 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.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Fund at Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 725 South Figueroa Street, Suite 3900, Los Angeles, CA 90017.

6. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser’s directors, officers or employees who may also be a Trustee, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

7. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof.  Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

8. 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.

9. 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.

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

11. 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
HOTCHKIS AND WILEY CAPITAL MANAGEMENT LLC
By:	/s/ Nancy Celick
Name:	Nancy Celick
Title:	Chief Operating Officer

SCHEDULE A

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

As compensation for services provided by Hotchkis and Wiley Capital Management LLC with respect to the large capitalization value equity sleeves of the funds indicated below, Prudential Investments LLC will pay Hotchkis and Wiley Capital Management LLC a fee equal, on an annualized basis, to the following:

Fund Names	Advisory Fee
Strategic Partners Conservative Allocation Fund	0.30% on combined average daily net assets.
Strategic Partners Moderate Allocation Fund
Strategic Partners Growth Allocation Fund

Dated as of March 25, 2005.

EX-99.(D)(5)

Exhibit 99.(d)(5)

Strategic Partners Asset Allocation Funds

Large Capitalization Value Equity Sleeves

SUBADVISORY AGREEMENT

Agreement made as of this 25^th day of March 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and JP Morgan Investment Management Inc.  (JFMIM or the Subadviser),

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 large 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 manage such portion of the Fund’s portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund’s investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the “Prospectus”), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund’s portfolio as the Manager shall direct, and shall 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 and any amendments to those procedures (Board Procedures) provided to it by the Manager (the Fund Documents), and with the instructions and directions of the Manager and of the Board, co-operate with the Manager’s (or its designee’s) personnel responsible for monitoring the Fund’s compliance.  The Subadviser shall notify the Manager as soon as reasonably practicable upon detection of any material breach of such Board Procedures.  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 timely with copies of any updated Fund Documents.

(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund’s portfolio, as applicable, and 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 Subadviser).  In selecting brokers, dealers or futures commission merchants, it is recognized that the Subadviser shall give primary consideration to securing the most favorable price and efficient execution.  Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser’s other clients may be a party.  The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer

would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.

On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased.  In 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.  The Manger recognizes that, in some cases, this procedure may limit the size of the position that may be acquired or sold for the Fund.

(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 or its affiliate shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the portion of the Fund’s assets it manages.  The Subadviser shall furnish the Manager routinely with daily information concerning portfolio transactions and 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.  Conversely, 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.

(vii) 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.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Fund to serve in the capacities in which they are elected.  Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such trustees, officers or employees.

(c) The Subadviser shall keep the Fund’s books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Manager all information relating to the Subadviser’s services hereunder needed by the Manager to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act or any successor regulation. The Subadviser agrees that all records which it maintains for the Fund are the property of the Fund, and the Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.  The Fund’s books and records maintained by the Subadviser shall be made available, within two (2) 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.  In the event of the termination of this Agreement, the Fund’s books and records maintained by the Subadviser shall be returned to the Fund or the Manager.

(d) 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 to comply 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 Securities and Exchange Commission (the Commission) or such other regulator having appropriate jurisdiction.

(e) The Subadviser shall furnish to the Manager copies of all records prepared in connection with the performance of this Agreement and any reports with respect to the Fund prepared in accordance with the compliance procedures maintained pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

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

(g) Upon reasonable request from the Manager, the Subadviser shall make reasonably available its employees and officers for consultation with the valuation committee of the Fund or the Manager as the valuation committee may request from time to time, including making available information of which the Subadviser has knowledge related to the securities being valued.

(h) 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 any certification, documentation or other information 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.

(i) The Subadviser shall keep the Fund and the Manager informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, 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 under the 1940 Act, concerning the Subadviser’s Code of Ethics 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.  In addition, the Subadviser will provide the Fund and the Manager with a written description of the Subadviser’s compliance policies and procedures adopted pursuant to Rule 206(4) - 7 of the Advisers Act and of any amendments to such policies and procedures.

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. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Fund’s average daily net assets of the portion of the Fund managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadviser under this Agreement is contingent upon the Manager’s receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Manager. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

4. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser’s part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Manager’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.  The Subadviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement.  The Subadviser agrees that it 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 and without notice to the Subadviser upon the execution of a new Agreement with a successor Subadviser.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Fund at Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 522 Fifth Avenue, New York, NY 10036.

6. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser’s directors, officers or employees who may also be a Trustee, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

7. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to

shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof.  Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

8. 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.

9. 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.

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

11. 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
JP MORGAN INVESTMENT MANAGEMENT INC.
By:	/s/ David Warsoff
Name:	David Warsoff
Title:	Vice President

SCHEDULE A

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

As compensation for services provided by J.P. Morgan Investment Management Inc. with respect to the large capitalization value equity sleeves of the funds indicated below, Prudential Investments LLC will pay J.P. Morgan Investment Management Inc. a fee equal, on an annualized basis, to the following:

Fund Names	Advisory Fee
Strategic Partners Conservative Allocation Fund	0.30% on combined average daily net assets to $300 million;
Strategic Partners Moderate Allocation Fund	0.25% on combined average daily net assets over $300 million.(1)
Strategic Partners Growth Allocation Fund

Dated as of March 25, 2005.

(1)  For purposes of the fee calculation, the assets managed by J.P. Morgan Investment Management Inc. will be aggregated with the assets of the Strategic Partners Style Specific Funds —Strategic Partners Large Capitalization Value Fund and the assets of The Target Portfolio Trust—Large Capitalization Value Portfolio managed by J.P. Morgan Investment Management Inc.

EX-99.(D)(6)

Exhibit 99.(d)(6)

Strategic Partners Asset Allocation Funds

International Equity Sleeves

SUBADVISORY AGREEMENT

Agreement made as of this 25^th day of March, 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and LSV Asset Management (LSV or the Subadviser),

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 international 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 manage such portion of the Fund’s portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund’s investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the “Prospectus”), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund’s portfolio as the Manager shall direct, and shall 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 and any amendments to those procedures (Board Procedures) provided to it by the Manager (the Fund Documents), and with the instructions and directions of the Manager and of the Board, 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 timely with copies of any updated Fund Documents.

(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund’s portfolio, as applicable, and 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 Subadviser) to carry out the 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 supervision, it is recognized that the Subadviser shall give primary consideration to securing the most favorable price and efficient execution.  Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser’s other clients may be a party.  The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.

On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions or 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 or its affiliate shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the portion of the Fund’s assets it manages.  The Subadviser shall furnish the Manager routinely with daily information concerning portfolio transactions and 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.  Conversely, 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.

(vii) 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.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Fund to serve in the capacities in which they are elected.  Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such trustees, officers or employees.

(c) The Subadviser shall keep the Fund’s books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof 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 two (2) 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.  In the event of the termination of this Agreement, the Fund’s books and records maintained by the Subadviser shall be returned to the Fund or the Manager.  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 two (2) business days.

(d) 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 to ensure its 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 use reasonable efforts to assure that its employees comply in all material respects with the provisions of Section 16 of the 1934

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Act, and to cooperate reasonably with the Manager for purposes of filing any required reports with the Securities and Exchange Commission (the Commission) or such other regulator having appropriate jurisdiction.

(e) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

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

(g) 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 making available information of which the Subadviser has knowledge related to the securities being valued.

 (h) 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 any certification, documentation or other information 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 it knows of any material information in the Prospectus that is (or will become) inaccurate or incomplete.

(i) 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.

(j) The Subadviser shall keep the Fund and the Manager informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, 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-1 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. 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. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

4. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser’s part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Manager’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.  The Subadviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a

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result of the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement.  The Subadviser agrees that it 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 and without notice to the Subadviser upon the execution of a new Agreement with a successor Subadviser.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Fund at Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at One North Wacker Drive, Suite 4000, Chicago, IL 60606.

6. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser’s directors, officers or employees who may also be a Trustee, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

7. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof.  Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

8. 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.

9. 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.

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

11. 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.

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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
LSV ASSET MANAGEMENT
By:	/s/ Tremaine Atkinson
Name:	Tremaine Atkinson
Title:	Chief Operating Officer

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SCHEDULE A

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

As compensation for services provided by LSV Asset Management with respect to the international equity sleeves of the funds indicated below, Prudential Investments LLC will pay LSV Asset Management a fee equal, on an annualized basis, to the following:

Fund Names	Advisory Fee
Strategic Partners Moderate Allocation Fund	0.45% on combined average daily net assets to $150 million;
Strategic Partners Growth Allocation Fund	0.425% on the next $150 million of combined average daily net assets;
	0.40% for the next $150 million of combined average daily net assets;
	0.375% for the next $300 million of combined average daily net assets;
	0.35% of combined average daily net assets over $750 million.

Dated as of March 25, 2005.

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EX-99.(D)(7)

Exhibit 99.(d)(7)

Strategic Partners Asset Allocation Funds

International Equity Sleeves

SUBADVISORY AGREEMENT

Agreement made as of this 25^th day of March 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Thornburg Investment Management, Inc. (Thornburg or the Subadviser),

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 international 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 manage such portion of the Fund’s portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund’s investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the “Prospectus”), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund’s portfolio as the Manager shall direct, and shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Fund, and what portion of the assets will be invested or held uninvested as cash.

(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the copies of the Agreement and Declaration of Trust, By-Laws and Prospectus of the Fund and any procedures adopted by the Board applicable to the Fund and any amendments to those procedures (Board Procedures) provided to it by the Manager (the Fund Documents), and with the instructions and directions of the Manager and of the Board, 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 timely with copies of any updated Fund Documents.

(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund’s portfolio, as applicable, and 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 Subadviser) to carry out the 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 supervision, it is recognized that the Subadviser shall give primary consideration to securing the most favorable price and efficient execution.  Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser’s other clients may be a party.  The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.

On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution.  In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, 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 or its affiliate shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the portion of the Fund’s assets it manages.  The Subadviser shall furnish the Manager routinely with daily information concerning portfolio transactions and 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.  Conversely, 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.

(vii) 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.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Fund to serve in the capacities in which they are elected.  Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such trustees, officers or employees.

(c) The Subadviser shall keep the Fund’s books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof 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 two (2) 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.  In the event of the termination of this Agreement, the Fund’s books and records maintained by the Subadviser shall be returned to the Fund or the Manager.  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 two (2) business days.

(d) 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

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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 to ensure its 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 Securities and Exchange Commission (the Commission) or such other regulator having appropriate jurisdiction.

(e) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

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

(g) 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 making available information of which the Subadviser has knowledge related to the securities being valued.

 (h) 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 any certification, documentation or other information 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.

(i) 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.

(j) The Subadviser shall keep the Fund and the Manager informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, 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. 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

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

4. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser’s part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Manager’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.  The Subadviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement.  The Subadviser agrees that it 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 and without notice to the Subadviser upon the execution of a new Agreement with a successor Subadviser.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Fund at Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 119 East Marcy Street, Santa Fe, NM 87501.

6. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser’s directors, officers or employees who may also be a Trustee, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

7. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof.  Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

8. 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.

9. 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.

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

11. 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

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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.

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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:	Robert F. Gunia
Name:	Robert F. Gunia
Title:	Executive Vice President
THORNBURG INVESTMENT MANAGEMENT, INC.
By:	/s/ Peter Trevisani
Name:	Peter Trevisani
Title:	Managing Director

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SCHEDULE A

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

As compensation for services provided by Thornburg Investment Management, Inc. with respect to the international equity sleeves of the funds indicated below, Prudential Investments LLC will pay Thornburg Investment Management, Inc. a fee equal, on an annualized basis, to the following:

Fund Names	Advisory Fee
Strategic Partners Moderate Allocation Fund	0.45% on combined average daily net assets to $50 million;
Strategic Partners Growth Allocation Fund	0.40% on the next $50 million of combined average daily net assets;
	0..30% of combined average daily net assets over $100 million.

Dated as of March 25, 2005.

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EX-99.(D)(8)

Exhibit 99.(d)(8)

Strategic Partners Asset Allocation Funds

High Yield Bond Sleeves

SUBADVISORY AGREEMENT

Agreement made as of this 13^th day of April, 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Goldman Sachs Asset Management (GSAM or the Subadviser),

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 high yield bond 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 manage such portion of the Fund’s portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund’s investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the “Prospectus”), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund’s portfolio as the Manager shall direct, and shall 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 and any amendments to those procedures (Board Procedures) provided to it by the Manager (the Fund Documents), and with the instructions and directions of the Manager and of the Board, 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 timely with copies of any updated Fund Documents.

(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund’s portfolio, as applicable, and 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 Subadviser) to carry out the 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 supervision, it is recognized that the Subadviser shall give primary consideration to securing the most favorable price and efficient execution.  Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser’s other clients may be a party.  The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.

On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution.  In such event, allocation of the securities or futures contracts so purchased or

sold, as well as the expenses incurred in the transaction, 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 or its affiliate shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the portion of the Fund’s assets it manages.  The Subadviser shall furnish the Manager routinely with daily information concerning portfolio transactions and 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.  Conversely, 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.

(vii) 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.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Fund to serve in the capacities in which they are elected.  Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such trustees, officers or employees.

(c) The Subadviser shall keep the Fund’s books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof 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 two (2) 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.  In the event of the termination of this Agreement, the Fund’s books and records maintained by the Subadviser shall be returned to the Fund or the Manager.  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 two (2) business days.

(d) 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 to ensure its 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 Securities and Exchange Commission (the Commission) or such other regulator having appropriate jurisdiction.

(e) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

(f) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the portion of the Fund’s portfolio managed by the Subadviser, subject to such reporting and other requirements as shall be established by the Manager.  The Subadviser will not be responsible for voting proxies in the portion of the Fund not managed by the Subadviser.

(g) 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 making available information of which the Subadviser has knowledge related to the securities being valued.

(h) 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 any certification, documentation or other information 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.

(i) 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.

(j) The Subadviser shall keep the Fund and the Manager informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, 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. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Fund’s average daily net assets of the portion of the Fund managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadviser under this Agreement is contingent upon the Manager’s receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Manager. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

4. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser’s part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Manager’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.  The Subadviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a

result of the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement.  The Subadviser agrees that it 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 and without notice to the Subadviser upon the execution of a new Agreement with a successor Subadviser.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Fund at Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 32 Old Slip, 23^rd floor, New York, NY 10005.

6. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser’s directors, officers or employees who may also be a Trustee, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

7. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof.  Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

8. 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.

9. 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.

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

11. 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
GOLDMAN SACHS ASSET MANAGEMENT
By:	/s/ James A. McNamara
Name:	James A. McNamara
Title:	Managing Director

SCHEDULE A

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

As compensation for services provided by Goldman Sachs Asset Management with respect to the high yield bond sleeves of the funds indicated below, Prudential Investments LLC will pay Goldman Sachs Asset Management a fee equal, on an annualized basis, to the following:

Fund Names	Advisory Fee
Strategic Partners Conservative Allocation Fund	0.30% on combined average daily net assets
Strategic Partners Moderate Allocation Fund

Dated as of April 13, 2005.

EX-99.(D)(10)

Exhibit 99.(d)(10)

Strategic Partners Asset Allocation Funds

Large Capitalization Growth Equity Sleeves

SUBADVISORY AGREEMENT

Agreement made as of this 10^th day of May 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Goldman Sachs Asset Management (GSAM or the Subadviser),

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 large capitalization growth 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 manage such portion of the Fund’s portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund’s investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the “Prospectus”), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund’s portfolio as the Manager shall direct, and shall 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 and any amendments to those procedures (Board Procedures) provided to it by the Manager (the Fund Documents), and with the instructions and directions of the Manager and of the Board, 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 timely with copies of any updated Fund Documents.

(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund’s portfolio, as applicable, and 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 Subadviser) to carry out the 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 supervision, it is recognized that the Subadviser shall give primary consideration to securing the most favorable price and efficient execution.  Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser’s other clients may be a party.  The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.

On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution.  In such event, allocation of the securities or futures contracts so purchased or

sold, as well as the expenses incurred in the transaction, 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 or its affiliate shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the portion of the Fund’s assets it manages.  The Subadviser shall furnish the Manager routinely with daily information concerning portfolio transactions and 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.  Conversely, 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.

(vii) 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.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Fund to serve in the capacities in which they are elected.  Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such trustees, officers or employees.

(c) The Subadviser shall keep the Fund’s books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof 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 two (2) 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.  In the event of the termination of this Agreement, the Fund’s books and records maintained by the Subadviser shall be returned to the Fund or the Manager.  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 two (2) business days.

(d) 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 to ensure its 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 Securities and Exchange Commission (the Commission) or such other regulator having appropriate jurisdiction.

(e) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

(f) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the portion of the Fund’s portfolio managed by the Subadviser, subject to such reporting and other requirements as shall be established by the Manager.  The Subadviser will not be responsible for voting proxies in the portion of the Fund not managed by the Subadviser.

(g) 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 making available information of which the Subadviser has knowledge related to the securities being valued.

(h) 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 any certification, documentation or other information 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.

(i) 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.

(j) The Subadviser shall keep the Fund and the Manager informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, 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. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Fund’s average daily net assets of the portion of the Fund managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadviser under this Agreement is contingent upon the Manager’s receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Manager. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

4. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser’s part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Manager’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.  The Subadviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a

result of the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement.  The Subadviser agrees that it 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 and without notice to the Subadviser upon the execution of a new Agreement with a successor Subadviser.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Fund at Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 32 Old Slip, 23^rd floor, New York, NY 10005.

6. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser’s directors, officers or employees who may also be a Trustee, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

7. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof.  Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

8. 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.

9. 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.

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

11. 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
GOLDMAN SACHS ASSET MANAGEMENT
By:	/s/ James A. McNamara
Name:	James A. McNamara
Title:	Managing Director

SCHEDULE A

Strategic Partners Asset Allocation Funds

As compensation for services provided by Goldman Sachs Asset Management with respect to the large capitalization growth equity sleeves of the funds indicated below, Prudential Investments LLC will pay Goldman Sachs Asset Management a fee equal, on an annualized basis, to the following:

Fund Names	Advisory Fee
Strategic Partners Conservative Allocation Fund	0.30% on combined average daily net assets to $50 million;
Strategic Partners Growth Allocation Fund	0.28% on next $150 million in combined average daily net assets:
Strategic partners Moderate Allocation Fund	0.25% on combined average daily net assets over $200 million.

Dated as of May 10, 2005.

EX-99.(D)(11)

Exhibit 99.(d)(11)

Strategic Partners Asset Allocation Funds

Large Capitalization Growth Sleeves

SUBADVISORY AGREEMENT

Agreement made as of this 17th day of June, 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Marsico Capital Management, LLC, a Delaware limited liability company (Marsico or the Subadviser),

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 large capitalization growth equity sleeves of the Fund 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;

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 manage such portion of the Fund’s portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund’s investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information, as provided to the Subadviser by the Manager (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the “Prospectus”), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund’s portfolio as the Manager shall direct, and shall determine from time to time what investments and securities will be purchased, retained or, sold by such portion of the Fund, and what portion of the assets will be invested or held uninvested as cash.  The Fund’s custodian or Manager shall be responsible for the daily investment of the Fund’s uninvested cash assets in cash equivalents.

(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 and any amendments to those procedures (Board Procedures) provided to it by the Manager (the Fund Documents), and 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 seek to comply at all times, as applicable, 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 on a timely basis with copies of any updated Fund Documents.

(iii) The Subadviser shall determine the securities and other investments (other than cash equivalents) 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, or dealers (including, but not limited to, Prudential Securities Incorporated or any other broker or dealer affiliated with the Manager or the Fund, as identified by the Manager, or any broker or dealer affiliated with the Subadviser) to carry out the policy with respect to brokerage as set forth in the Subadviser’s policies and procedures, the Fund’s Prospectus or as the Board may direct from time to time. In providing the Fund with investment supervision, it is recognized that the Subadviser shall give primary consideration to seeking best execution.  Within the framework of this policy, the Subadviser may consider the financial responsibility, brokerage services, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which the Subadviser’s other clients may be a party.  The Subadviser shall have discretion to effect investment transactions for the portion of the Fund managed by the Subadviser through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Manager or the Fund or the Subadviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Subadviser with respect to the Fund and other accounts as to which it exercises 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 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 to be sold or purchased.  In such event, allocation of the securities 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 equitable and consistent with its policies and procedures as well as 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 of a subadviser 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 Fund’s custodian or the Manager routinely with daily information concerning portfolio transactions and other reports as agreed upon from time to time concerning transactions, portfolio holdings and performance of the Fund, in such reasonable form and frequency as may be mutually agreed upon from time to time.  The Subadviser agrees to review the portion of the Fund managed by the Subadviser and discuss the management of that portion 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.  Subadviser does not warrant that the investment performance of the portion of the Fund managed by the Subadviser will match the performance of any index or other benchmark such as any other account managed by Subadviser.  Conversely, 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 the Subadviser 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.

(vii) 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 knowingly consult with any other subadviser to the Fund with respect to transactions in securities for the Subadviser’s portion of the Fund’s portfolio or any other transactions of Fund assets.

(b) Subadviser will at no time have custody or physical control of the securities, cash or other assets of the Fund.  In connection with services to be rendered under this Agreement, the Subadviser is authorized and instructed to rely upon any information, written or otherwise, that it receives from the Fund, Manager, custodian, or any other service provider to the Fund, in the course of carrying out its duties under this Agreement.

(c) The Subadviser shall keep the Fund’s books and records required to be maintained by a 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.  In the event of the termination of this Agreement, the Fund’s books and records maintained by the Subadviser shall be returned to the Fund or the Manager.  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 of the Fund, shall be provided to the Fund, the Manager or their respective authorized representatives upon reasonable written request within not more than ten (10) business days.

(d) 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 it believes 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 seeks to maintain adequate compliance procedures to ensure its 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 adopted Insider Trading Policies and Procedures it believes are reasonably designed to prevent 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 shall be provided to the Manager and the Fund

2

upon reasonable request.  The Subadviser shall cooperate reasonably with the Manager for purposes of filing any required reports with the Securities and Exchange Commission (the Commission) or such other regulator having appropriate jurisdiction.

(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 in accordance with the Subadviser’s proxy voting policy and procedures.  The Subadviser will provide reports with respect to proxy voting as reasonably requested by the Manager.  It shall be the sole responsibility of the Fund, Manager, or Custodian (and not of the Subadviser) to process and file any claim forms relating to any litigation by or on behalf of the Fund.

(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 making available information of which the Subadviser has knowledge 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 it determines that any information in the Prospectus relating to the Subadviser or its obligations under this Agreement is (or will become) inaccurate or incomplete.

(h) The Subadviser shall comply with Board Procedures after they are 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 material 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 reasonable reports regarding the Subadviser’s management of the relevant portion 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 has adopted procedures reasonably necessary to prevent Access Persons from violating its Code of Ethics, and will report any material violations of the Code of Ethics and material changes in its Code of Ethics as reasonably requested.  Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 under the 1940 Act, concerning the Subadviser’s Code of Ethics to the Fund and the Manager.  The Subadviser will provide at least annually upon request a written report on its compliance program to assist the Fund’s chief compliance officer (“CCO”) in preparing the CCO’s annual report to the Fund Board under Rule 38a-1.  The Subadviser’s report will generally address matters such as the design and operation of Subadviser compliance policies and procedures relevant to services provided by the Subadviser to the Fund, any material changes made to those policies and procedures, any material changes recommended, and any material compliance matters relating to them.

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. 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, as determined by the Fund’s Custodian, of the portion of the Fund managed by the Subadviser as described in the attached Schedule A.  Fees will be accrued daily and paid monthly.  Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

4. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser’s part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify and hold harmless the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including reasonable 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 and

3

hold harmless the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including reasonable attorneys’ fees, which may be sustained as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement.  The Subadviser agrees that it 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.

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, or similar overnight mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Fund at Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 1200 17^th Street, Suite 1600, Denver, Colorado 80202, Attn: Mary Watson.

6. 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 subject to comments by the Subadviser.  Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

7. 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.

8. This Agreement may be materially amended solely by mutual consent, but the consent of the Fund must be obtained in conformity with the requirements of the 1940 Act for any matters requiring such approval.

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

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

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

PRUDENTIAL INVESTMENTS LLC
By:	/s/ Robert F. Gunia
Name:	Robert F. Gunia
Title:	Vice President
MARSICO CAPITAL MANAGEMENT LLC
By:	/s/ Christopher J. Marsico
Name:	Christopher J. Marsico
Title:	President

4

SCHEDULE A

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

As compensation for services provided by Marsico Capital Management LLC with respect to the large capitalization growth equity sleeves of the Fund, Prudential Investments LLC will pay Marsico Capital Management LLC a fee equal, on an annualized basis, to the following:

Fund Name	Fee Rate
Strategic Partners Conservative Allocation Fund	0.45% on combined average daily net assets of the large capitalization growth equity sleeves of the Funds.
Strategic Partners Moderate Allocation Fund
Strategic Partners Growth Allocation Fund

Dated as of June 17, 2005.

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EX-99.(D)(12)

Exhibit 99.(d)(12)

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 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 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.

(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 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.

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

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 Conservative Allocation Fund	0.40% up to $250 million in combined average daily net assets;
Strategic Partners Moderate Allocation Fund	0.35% on combined average daily net assets over $250 million.
Strategic Partners Growth Allocation Fund

Dated as of July 6, 2005.

EX-99.(E)(1)

Exhibit 99.(e)(1)

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS

Amended and Restated Distribution Agreement

Agreement made as of May 25, 2004, between Strategic Partners Asset Allocation Funds, a Delaware business trust (the Fund), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

WITNESSETH

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the Investment Company Act), as a diversified, open-end, management investment company and it is in the interest of the Fund to offer its shares for sale continuously;

WHEREAS, the shares of the Fund may be divided into classes and/or series (all such shares being referred to herein as Shares) and the Fund currently is authorized to offer Class A, Class B, Class C, Class M, Class X and Class Z Shares.

WHEREAS, the Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, and is engaged in the business of selling shares of registered investment companies either directly or through other broker-dealers;

WHEREAS, the Fund and the Distributor wish to enter into an agreement with each other, with respect to the continuous offering of the Fund’s Shares from and after the date hereof in order to promote the growth of the Fund and facilitate the distribution of its Shares; and

WHEREAS, the Fund has adopted a plan (or plans) of distribution pursuant to Rule 12b-1 under the Investment Company Act with respect to certain of its classes and/or series of Shares (the Plans) authorizing payments by the Fund to the Distributor with respect to the distribution of such classes and/or series of Shares and the maintenance of related shareholder accounts.

NOW, THEREFORE, the parties agree as follows:

Section 1.  Appointment of the Distributor

The Fund hereby appoints the Distributor as the principal underwriter and distributor of the Shares of the Fund to sell Shares to the public on behalf of the Fund and the Distributor hereby accepts such appointment and agrees to act hereunder.  The Fund hereby agrees during the term of this Agreement to sell Shares of the Fund through the Distributor on the terms and conditions set forth below.

Section 2.  Exclusive Nature of Duties

The Distributor shall be the exclusive representative of the Fund to act as principal underwriter and distributor of the Fund’s Shares, except that:

2.1  The exclusive rights granted to the Distributor to sell Shares of the Fund shall not apply to Shares of the Fund issued in connection with the merger or consolidation of any other investment company or personal holding company with the Fund or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Fund.

2.2  Such exclusive rights shall not apply to Shares issued by the Fund pursuant to reinvestment of dividends or capital gains distributions or through the exercise of any conversion feature or exchange privilege.

2.3  Such exclusive rights shall not apply to Shares issued by the Fund pursuant to the reinstatement privilege afforded redeeming shareholders.

2.4  Such exclusive rights shall not apply to purchases made through the Fund’s transfer and dividend disbursing agent in the manner set forth in the currently effective Prospectus of the Fund.  The term “Prospectus” shall mean the Prospectus and Statement of Additional Information included as part of the Fund’s Registration Statement, as such Prospectus and Statement of Additional Information may be amended or supplemented from time to time, and the term “Registration Statement” shall mean the Registration Statement filed by the Fund with the Securities and Exchange Commission and effective under the Securities Act of 1933, as amended (Securities Act), and the Investment Company Act, as such Registration Statement is amended from time to time.

Section 3.  Purchase of Shares from the Fund

3.1  The Distributor shall have the right to buy from the Fund on behalf of investors the Shares needed, but not more than the Shares needed (except for clerical errors in transmission) to fill unconditional orders for Shares placed with the Distributor by investors or registered and qualified securities dealers and other financial institutions (selected dealers).

3.2  The Shares shall be sold by the Distributor on behalf of the Fund and delivered by the Distributor or selected dealers, as described in Section 6.4 hereof, to investors at the offering price as set forth in the Prospectus.

3.3  The Fund shall have the right to suspend the sale of any or all classes and/or series of its Shares at times when redemption is suspended pursuant to the conditions in Section 4.3 hereof or at such other times as may be determined by the Board.  The Fund shall also have the right to suspend the sale of any or all classes and/or series of its Shares if a banking moratorium shall have been declared by federal or New Jersey authorities.

3.4  The Fund, or any agent of the Fund designated in writing by the Fund, shall be promptly advised of all purchase orders for Shares received by the Distributor.  Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of Shares.  The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment therefor, will deliver deposit receipts for such Shares pursuant to the instructions of the Distributor.  Payment shall be made to the Fund in New York Clearing House funds or federal funds.  The Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

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Section 4.  Repurchase or Redemption of Shares by the Fund

4.1  Any of the outstanding Shares may be tendered for redemption at any time, and the Fund agrees to repurchase or redeem the Shares so tendered in accordance with its Declaration of Trust as amended from time to time, and in accordance with the applicable provisions of the Prospectus.  The price to be paid to redeem or repurchase the Shares shall be equal to the net asset value determined as set forth in the Prospectus.  All payments by the Fund hereunder shall be made in the manner set forth in Section 4.2 below.

4.2  The Fund shall pay the total amount of the redemption price as defined in the above paragraph pursuant to the instructions of the Distributor on or before the seventh day subsequent to its having received the notice of redemption in proper form.  The proceeds of any redemption of Shares shall be paid by the Fund as follows:  (i) in the case of Shares subject to a contingent deferred sales charge, any applicable contingent deferred sales charge shall be paid to the Distributor, and the balance shall be paid to or for the account of the redeeming shareholder, in each case in accordance with applicable provisions of the Prospectus; and (ii) in the case of all other Shares, proceeds shall be paid to or for the account of the redeeming shareholder, in each case in accordance with applicable provisions of the Prospectus.

4.3  Redemption of any class and/or series of Shares or payment may be suspended at times when the New York Stock Exchange is closed for other than customary weekends and holidays, when trading on said Exchange is restricted, when an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund fairly to determine the value of its net assets, or during any other period when the Securities and Exchange Commission, by order, so permits.

Section 5.  Duties of the Fund

5.1  Subject to the possible suspension of the sale of Shares as provided herein, the Fund agrees to sell its Shares so long as it has Shares of the respective class and/or series available.

5.2  The Fund shall furnish the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares, and this shall include one certified copy, upon request by the Distributor, of all financial statements prepared for the Fund by independent public accountants.  The Fund shall make available to the Distributor such number of copies of its Prospectus and annual and interim reports as the Distributor shall reasonably request.

5.3  The Fund shall take, from time to time, but subject to the necessary approval of the Board and the shareholders, all necessary action to register the same under the Securities Act, to the end that there will be available for sale such number of Shares as the Distributor reasonably may expect to sell.  The Fund agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.

5.4  The Fund shall use its best efforts to notify such states as the Distributor and

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the Fund may approve of its intention to sell any appropriate number of its Shares; provided that the Fund shall not be required to amend its Declaration ofTrust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares.  Any such notification may be withheld, terminated or withdrawn by the Fund at any time in its discretion.  As provided in Section 9 hereof, the expense of notification and maintenance of notification shall be borne by the Fund.  The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such notifications.

Section 6.  Duties of the Distributor

6.1  The Distributor shall devote reasonable time and effort to effect sales of Shares, but shall not be obligated to sell any specific number of Shares.  Sales of the Shares shall be on the terms described in the Prospectus.  The Distributor may enter into like arrangements with other investment companies.  The Distributor shall compensate the selected dealers as set forth in the Prospectus.

6.2  In selling the Shares, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of such securities.  Neither the Distributor nor any selected dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or Prospectus and any sales literature approved by appropriate officers of the Fund.

6.3  The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers, the collection of amounts payable by investors and selected dealers on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Securities Exchange Act Rule 10b-10 and the rules of the National Association of Securities Dealers, Inc. (NASD).

6.4  The Distributor shall have the right to enter into selected dealer agreements with registered and qualified securities dealers and other financial institutions of its choice for the sale of Shares, provided that the Fund shall approve the forms of such agreements.  Within the United States, the Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of the NASD or are institutions exempt from registration under applicable federal securities laws.  Shares sold to selected dealers shall be for resale by such dealers only at the offering price determined as set forth in the Prospectus.

Section 7.  Payments to the Distributor

7.1With respect to classes and/or series of Shares which impose a front-end sales charge, the Distributor shall receive and may retain any portion of any front-end sales charge which is imposed on such sales and not reallocated to selected dealers as set forth in the Prospectus, subject to the limitations of Rule 2830 of the Conduct Rules of the NASD.  Payment of these amounts to the Distributor is not contingent upon the adoption or continuation of any applicable Plans.

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7.2With respect to classes and/or series of Shares which impose a contingent deferred sales charge, the Distributor shall receive and may retain any contingent deferred sales charge which is imposed on such sales as set forth in the Prospectus, subject to the limitations of Rule 2830 of the Conduct Rules of the NASD.  Payment of these amounts to the Distributor is not contingent upon the adoption or continuation of any Plan.

Section 8.  Payment of the Distributor under the Plan

8.1  The Fund shall pay to the Distributor as compensation for services under any Plans adopted by the Fund and this Agreement a distribution and service fee with respect to the Fund’s classes and/or series of Shares as described in each of the Fund’s respective Plans and this Agreement.

8.2  So long as a Plan or any amendment thereto is in effect, the Distributor shall inform the Board of the commissions and account servicing fees with respect to the relevant class and/or series of Shares to be paid by the Distributor to account executives of the Distributor and to broker-dealers, financial institutions and investment advisers which have dealer agreements with the Distributor.  So long as a Plan (or any amendment thereto) is in effect, at the request of the Board or any agent or representative of the Fund, the Distributor shall provide such additional information as may reasonably be requested concerning the activities of the Distributor hereunder and the costs incurred in performing such activities with respect to the relevant class and/or series of Shares.

Section 9.  Allocation of Expenses

The Fund shall bear all costs and expenses of the continuous offering of its Shares (except for those costs and expenses borne by the Distributor pursuant to a Plan and subject to the requirements of Rule 12b-1 under the Investment Company Act), including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of any required Registration Statements and/or Prospectuses under the Investment Company Act or the Securities Act, and all amendments and supplements thereto, and preparing and mailing annual and periodic reports and proxy materials to shareholders (including but not limited to the expense of setting in type any such Registration Statements, Prospectuses, annual or periodic reports or proxy materials).  The Fund shall also bear the cost of expenses of making notice filings for the Shares for sale, and, if necessary or advisable in connection therewith, of qualifying the Fund as a broker or dealer, in such states of the United States or other jurisdictions as shall be selected by the Fund and the Distributor pursuant to Section 5.4 hereof and the cost and expense payable to each such state for continuing notification therein until the Fund decides to discontinue such notification pursuant to Section 5.4 hereof.  As set forth in Section 8 above, the Fund shall also bear the expenses it assumes pursuant to any Plan, so long as such Plan is in effect.

Section 10.  Indemnification

10.1 The Fund agrees to indemnify, defend and hold the Distributor, its officers and directors and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor, its officers,

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members or any such controlling person may incur under the Securities Act, or under common law or otherwise, arising out of or based upon any untrue statement of a material fact contained in the Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished by the Distributor to the Fund for use in the Registration Statement or Prospectus; provided, however, that this indemnity agreement shall not inure to the benefit of any such officer, member or controlling person unless a court of competent jurisdiction shall determine in a final decision on the merits, that the person to be indemnified was not liable by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations under this Agreement (disabling conduct), or, in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnified person was not liable by reason of disabling conduct, by (a) a vote of a majority of a quorum of trustees or trustees who are neither “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act nor parties to the proceeding, or (b) an independent legal counsel in a written opinion. The Fund’s agreement to indemnify the Distributor, its officers and members and any such controlling person as aforesaid is expressly conditioned upon the Fund’s being promptly notified of any action brought against the Distributor, its officers or members, or any such controlling person, such notification to be given by letter or telegram addressed to the Fund at its principal business office.  The Fund agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issue and sale of any Shares.

10.2 The Distributor agrees to indemnify, defend and hold the Fund, its officers and trustees and any person who controls the Fund, if any, within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Fund, its officers and trustees or any such controlling person may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its trustees or officers or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished by the Distributor to the Fund for use in the Registration Statement or Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading.  The Distributor’s agreement to indemnify the Fund, its officers and trustees and any such controlling person as aforesaid, is expressly conditioned upon the Distributor’s being promptly notified of any action brought against the Fund, its officers and trusteesor any such controlling person, such notification being given to the Distributor at its principal business office.

Section 11.  Duration and Termination of this Agreement

11.1This Agreement shall become effective as of the date first above written and shall remain in force for two years from the date hereof and thereafter, but only so long as such continuance is specifically approved at least annually by (a) the Board of the Fund, or by the vote of a majority of the outstanding voting securities of the applicable class and/or series of the Fund, and (b) by the vote of a majority of those trustees who are not parties to this Agreement or

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interested persons of any such parties and who have no direct or indirect financial interest in this Agreement or in the operation of any of the Fund’s Plans or in any agreement related thereto (independent trustees), cast in person at a meeting called for the purpose of voting upon such approval.

11.2This Agreement may be terminated at any time, without the payment of any penalty, by a majority of the independent trustees or by vote of a majority of the outstanding voting securities of the applicable class and/or series of the Fund, or by the Distributor, on sixty (60) days’ written notice to the other party.  This Agreement shall automatically terminate in the event of its assignment.

11.3The terms “affiliated person,” “assignment,” “interested person” and “vote of a majority of the outstanding voting securities”, when used in this Agreement, shall have the respective meanings specified in the Investment Company Act.

Section 12.  Amendments to this Agreement

This Agreement may be amended by the parties only if such amendment is specifically approved by (a) the Board of the Fund, or by the vote of a majority of the outstanding voting securities of the applicable class and/or series of the Fund, and (b) by the vote of a majority of the independent trustees cast in person at a meeting called for the purpose of voting on such amendment.

Section 13.  Separate Agreement as to Classes and/or Series

The amendment or termination of this Agreement with respect to any class and/or series shall not result in the amendment or termination of this Agreement with respect to any other class and/or series unless explicitly so provided.

Section 14.  Governing Law

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New Jersey as at the time in effect and the applicable provisions of the Investment Company Act.  To the extent that the applicable law of the State of New Jersey, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year above written.

PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
By:	/s/ Robert F. Gunia
	Robert F. Gunia
	President
STRATEGIC PARTNERS
ASSET ALLOCATION FUNDS
By:	/s/ Grace C. Torres
	Grace C. Torres
	Treasurer

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EX-99.(G)(2)

Exhibit 99.(g)(2)

CUSTODIAN SERVICES AGREEMENT

THIS AGREEMENT is made, as of July 1, 2005, separately by and between each separate registered investment company set forth on Exhibit A (dated July 1, 2005) attached hereto (each a “Fund”) and PFPC TRUST COMPANY (“PFPC Trust”). As used herein, the term “Agreement” shall mean this Custodian Services Agreement and any and all exhibits and schedules attached hereto and any amendments to any of the foregoing executed in accordance with the terms of this Custodian Services Agreement.

W I T N E S S E T H:

WHEREAS, each Fund is registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, each Fund wishes to retain PFPC Trust to provide custodian services to its investment portfolios listed on Exhibit A attached hereto, as such Exhibit A may be amended from time to time (each a “Portfolio”), and PFPC Trust wishes to furnish custodian services either directly or through an affiliate or affiliates, as more fully described herein; and

WHEREAS, additional registered investment companies may be added to this Agreement pursuant to written agreement of such registered investment company and PFPC Trust, and upon the effective date of such written agreement such registered investment company shall be a “Fund” for all purposes under this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, each separate Fund and PFPC Trust agree as follows:

1.Definitions.  As Used in This Agreement:

(a)“1933 Act” means the Securities Act of 1933, as amended.

(b)“1934 Act” means the Securities Exchange Act of 1934, as amended.

(c)“Authorized Person” means, with respect to a particular Fund, any officer of the Fund and any other person authorized by the Fund to give Oral or Written Instructions on behalf of the Fund.  An Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by the relevant Fund and PFPC Trust.

(d)“Book-Entry System” means the Federal Reserve Treasury book-entry system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system registered with the SEC under the 1934 Act.

(e)“CEA” means the Commodities Exchange Act, as amended.

(f)“Oral Instructions” mean oral instructions received by PFPC Trust from an Authorized Person or from a person reasonably believed by PFPC Trust to be an Authorized Person. PFPC Trust may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.

(g)“PFPC Trust” means PFPC Trust Company or a subsidiary or affiliate of PFPC Trust Company.

(h)“SEC” means the Securities and Exchange Commission.

(i)“Securities Laws” mean the 1933 Act, the 1934 Act, the 1940 Act and the CEA.

(j)“Shares” mean the shares of beneficial interest of any series or class of a Portfolio.

(k)“Property” means:

(i)any and all securities and other investment items which a Fund may from time to time deposit (or cause to be deposited) with PFPC Trust with respect to one of the Fund’s Portfolios or which PFPC Trust may from time to time hold for a Fund with respect to one of the Fund’s Portfolios;

(ii)all income in respect of any of such securities or other investment items;

(iii)all proceeds of the sale of any of such securities or investment items; and

(iv)all proceeds of the sale of securities issued by a Fund with respect to one of the Fund’s Portfolios, which are received by PFPC Trust from time to time, from or on behalf of that Portfolio.

(l)“Written Instructions” mean (i) written instructions signed by two Authorized Persons (or persons reasonably believed by PFPC Trust to be Authorized Persons) and received by PFPC Trust or (ii) trade instructions with respect to a particular Portfolio transmitted by means of an electronic transaction reporting system which requires the use of a password or other authorized identifier in order to gain access.  The instructions may be delivered electronically (with respect to sub-item (ii) above) or by hand, mail or facsimile sending device.

2.Appointment.  Each Fund hereby appoints PFPC Trust to provide custodian services set forth in this Agreement to each of its Portfolios, in accordance with the terms set forth in this Agreement. PFPC Trust accepts such appointment and agrees to furnish such services. For clarity, PFPC Trust shall have no obligations or responsibilities with respect to a particular investment portfolio of a Fund until such investment portfolio (i) is listed or deemed to be listed (pursuant to a written agreement between PFPC Trust and such Fund) on Exhibit A attached hereto or (ii) is otherwise

agreed (pursuant to a written agreement between PFPC Trust and such Fund) to be a “Portfolio” under this Agreement.

3.Compliance with Laws.

With respect to each respective Fund, PFPC Trust undertakes to comply with material applicable requirements of the Securities Laws and material laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC Trust hereunder with respect to such Fund.  Except as specifically set forth herein, PFPC Trust assumes no responsibility for compliance by any Fund or any other entity.

4.Instructions.

(a)Unless otherwise provided in this Agreement, PFPC Trust shall act only upon Oral Instructions or Written Instructions.

(b)PFPC Trust shall be entitled to rely upon any Oral Instruction or Written Instruction it receives pursuant to this Agreement.  PFPC Trust may assume that any Oral Instructions or Written Instructions received hereunder are not in any way inconsistent with the provisions of organizational documents of any Fund or this Agreement or with any vote, resolution or proceeding of any Fund’s Board of Trustees, Board of Directors or similar governing entity or of any Fund’s shareholders, unless and until PFPC Trust receives Written Instructions relating to a particular Fund to the contrary.

(c)Each Fund agrees to forward to PFPC Trust Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC Trust or its affiliates) so that PFPC Trust receives the Written Instructions by the close of business on the New York Stock Exchange business day (i.e., a day on which the New York Stock Exchange is open for trading) immediately following the day on which the Oral Instructions are received.  The fact that such confirming Written Instructions are not received by PFPC Trust or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC Trust’s ability to rely upon such Oral Instructions.

5.Right to Receive Advice.

(a)Advice of a Fund.  If PFPC Trust is in doubt as to any action it should or should not take, PFPC Trust may request directions or advice, including Oral Instructions or Written Instructions, from a Fund.

(b)Advice of Counsel.  If PFPC Trust shall be in doubt as to any question of law pertaining to

any action it should or should not take, PFPC Trust may request advice from counsel of its own choosing (who may be counsel for a Fund, a Fund’s investment adviser or PFPC Trust, at the option of PFPC Trust). The Fund to which such advice relates shall reimburse PFPC Trust for the cost of obtaining such advice so long as the Fund has approved the seeking of such advice (which approval shall not be unreasonably withheld or delayed).

(c)Conflicting Advice.  In the event of a conflict between directions or advice or Oral Instructions or Written Instructions PFPC Trust receives from a Fund, and the advice it receives from counsel, PFPC Trust shall be entitled to rely upon and follow the advice of counsel.

(d)Protection of PFPC Trust.  PFPC Trust shall be indemnified by a Fund and without liability for any action PFPC Trust takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC Trust receives from or on behalf of such Fund, or in reliance upon advice from counsel with respect to any matter relating to such Fund, and which PFPC Trust believes, in good faith, to be consistent with those directions or advice or Oral Instructions or Written Instructions.  Nothing in this section shall be construed so as to impose an obligation upon PFPC Trust (i) to seek directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with directions or advice or Oral Instructions or Written Instructions.

6.Records; Visits.  The books and records pertaining to a Fund and its Portfolios, which are in the possession or under the control of PFPC Trust, shall be the property of that Fund.  Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations.  Each Fund and the Fund’s Authorized Persons shall have access to the books and records pertaining to such Fund (provided the same are in the possession or under the control of PFPC Trust) at all times during PFPC Trust’s normal business hours.  Upon the reasonable request of a Fund, copies of any books and records pertaining to such Fund (provided the same are in the possession or under the control of PFPC Trust) shall be provided by PFPC Trust to the Fund or to an authorized representative of the Fund, at the Fund’s expense.

7.Confidentiality.  PFPC Trust shall keep confidential any information relating to a Fund’s business and each Fund shall keep confidential any information relating to PFPC Trust’s business.  As between PFPC Trust and a particular Fund, information to be kept confidential shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies,

finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC Trust, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC Trust a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, the party receiving information shall not be subject to confidentiality obligations with respect to such information to the extent:  (a) such information is already known to the receiving party at the time it is obtained by the receiving party; (b) such information is or becomes publicly known or available through no wrongful act of the receiving party; (c) such information is rightfully received by the receiving party from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) such information is released by the protected party to a third party without restriction; (e) such information is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the protected party written notice of the same, to the extent such notice is permitted); (f) release of such information by PFPC Trust is necessary or desirable in connection with the provision of services under this Agreement; (g) such information is relevant to the defense of any claim or cause of action asserted against the receiving party; or (h) such information has been or is independently developed or obtained by the receiving party.

8.Cooperation with Accountants.  PFPC Trust shall cooperate with each Fund’s independent public accountants and shall take all reasonable action to make any requested information available to a particular Fund’s independent public accountants as reasonably requested by that Fund.

9.PFPC System.  PFPC Trust shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC Trust in connection with the services provided by PFPC Trust to any Fund.

10.Disaster Recovery.  PFPC Trust shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available.  In the event of equipment failures, PFPC Trust shall, at no additional expense to a Fund, take reasonable steps to minimize service interruptions with respect to such Fund.  PFPC Trust shall have no liability to a Fund with respect to the loss of data or service interruptions caused by equipment failure provided such loss or interruption is not caused by PFPC Trust’s own willful misfeasance with respect to such Fund, bad faith with respect to such Fund, negligence with respect to such Fund or reckless disregard of its duties or obligations under this Agreement with respect to such Fund.

11.Compensation.  (a) As compensation for custody services rendered by PFPC Trust with respect to a particular Fund during the term of this Agreement, such Fund, on behalf of each of its Portfolios, will pay to PFPC Trust a fee or fees as may be agreed to in writing from time to time by the Fund and PFPC Trust.  Each Fund acknowledges that PFPC Trust may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement.  (b) Each Fund hereby represents and warrants to PFPC Trust that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to PFPC Trust or to the adviser or sponsor of any Fund in connection with this Agreement have been fully disclosed to the Board of Trustees, Board of Directors or similar governing entity of the Fund and that, if required by applicable law, such Board of Trustees, Board of Directors or similar governing entity has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

12.Indemnification. Each Fund, on behalf of each of its Portfolios, agrees to indemnify, defend and hold harmless PFPC Trust and its affiliates (including their respective officers, directors, agents and employees) from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws and reasonable attorneys’ fees and disbursements) arising directly or indirectly from any action or omission to act which PFPC Trust takes in connection with the provision of services to the Fund.  Neither PFPC Trust, nor any of its affiliates, shall be indemnified by a Fund against any liability (or any expenses incident to such liability) caused by PFPC Trust’s or its affiliates’ (including their respective officers, directors, agents and employees) own willful misfeasance with respect to such Fund, bad faith with respect to such Fund, negligence with respect to such Fund, reckless disregard in the performance of PFPC Trust’s activities with respect

to such Fund under this Agreement, fraud with respect to such Fund, or violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of a criminal statute or material violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of any other statute which statute is materially applicable to the duties PFPC Trust is obligated to perform with respect to such Fund under this Agreement. The provisions of this Section 12 shall survive termination of this Agreement. Any amounts payable by a Fund hereunder shall be satisfied only against the relevant Portfolio’s assets and not against the assets of any other investment portfolio of the Fund.

13.Responsibility of PFPC Trust.

(a)PFPC Trust shall be under no duty to take any action hereunder on behalf of a Fund or any of its Portfolios except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and such Fund in a written amendment hereto.  PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder with respect to a particular Fund and to act in good faith in performing services with respect to a particular Fund provided for under this Agreement.  PFPC Trust shall be liable to a Fund only for any damages arising out of PFPC Trust’s failure to perform its duties under this Agreement with respect to such Fund and only to the extent such damages arise out of PFPC Trust’s willful misfeasance with respect to such Fund, bad faith with respect to such Fund, negligence with respect to such Fund, reckless disregard of PFPC Trust’s duties under this Agreement with respect to such Fund, fraud with respect to such Fund, or violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of a criminal statute or material violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of any other statute which statute is materially applicable to the duties PFPC Trust is obligated to perform with respect to such Fund under this Agreement.

(b)Notwithstanding anything in this Agreement to the contrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications

capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine.

 (c)Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

(d)Each Fund shall have a duty to mitigate damages for which PFPC Trust may become responsible hereunder and PFPC Trust shall have a duty to mitigate damages for which a Fund may become responsible hereunder.

(e)Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement relating to it, or in respect of the Property relating to any of its Portfolios or any collections undertaken pursuant to this Agreement relating to it, which may be requested by any relevant authority.  In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) relating to it.

(f)Each Fund acknowledges that the Internet is an “open,” publicly accessible network and not under the control of any party.  PFPC Trust’s provision of access to and use of PFPC Trust’s data repository and analytics suite is dependent upon the proper functioning of the Internet and services provided by telecommunications carriers, firewall providers, encryption system developers and others.  Each Fund agrees that PFPC Trust shall not be liable in any respect for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by PFPC Trust or its affiliates) or of any third parties involved in facilitating access to or use of PFPC Trust’s data repository and analytics suite and shall not liable in any respect for the selection of any such third party, unless that selection constitutes willful misfeasance, bad faith or negligence on the part of PFPC Trust.

(g)The provisions of this Section 13 shall survive termination of this Agreement.

(h)Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of any Fund or for any failure to discover any such error or omission.

14.Description of Services.

(a)Delivery of the Property.  Each Fund will deliver or arrange for delivery to PFPC Trust, all the Property relating to its Portfolios, including cash received as a result of the distribution of Shares of its Portfolios, during the term of this Agreement.  PFPC Trust will not be responsible for any assets relating to a particular Portfolio until actual receipt of such assets with respect to such Portfolio.

(b)Receipt and Disbursement of Money.  PFPC Trust, acting upon Written Instructions, shall open and maintain a separate account for each separate Portfolio of each Fund (each an “Account”) and shall maintain in the Account of a particular Portfolio all cash and other assets received from or for such Portfolio specifically designated to such Account.

PFPC Trust shall make cash payments from or for the Account of a Portfolio only for:

(i)purchases of securities in the name of the Portfolio, PFPC Trust, PFPC Trust’s nominee or a sub-custodian or nominee thereof as provided in sub-section (j) and for which PFPC Trust has received a copy of the broker’s or dealer’s confirmation or payee’s invoice, as appropriate;

(ii)purchase or redemption of Shares of the Portfolio delivered to PFPC Trust;

(iii)payment of, subject to Written Instructions, interest, taxes (provided that tax which PFPC Trust considers is required to be deducted or withheld “at source” will be governed by Section 14(h)(iii)(B) of this Agreement), administration, accounting, distribution, advisory and management fees which are to be borne by the Portfolio;

(iv)payment to, subject to receipt of Written Instructions, the Portfolio’s transfer agent, as agent for the shareholders of such Portfolio, of an amount equal to the amount of dividends and distributions stated in the Written Instructions to be distributed in cash by the transfer agent to such shareholders, or, in lieu of paying the Portfolio’s transfer agent, PFPC Trust may arrange for the direct payment of cash dividends and distributions to shareholders of such Portfolio in accordance with procedures mutually agreed upon from time to time by and among the applicable Fund, PFPC Trust and the Portfolio’s transfer agent;

(v)payments, upon receipt of Written Instructions, in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Portfolio and held by or delivered to PFPC Trust;

(vi)payments of the amounts of dividends received with respect to securities sold short;

(vii)payments to PFPC Trust for its services hereunder;

(viii)payments to a sub-custodian pursuant to provisions in sub-section (c) of this Section 14; and

(ix)other payments, upon Written Instructions.

PFPC Trust is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received as custodian for the Accounts.

(c)Receipt of Securities; Subcustodians.

PFPC Trust shall hold all securities received by it for a particular Portfolio in a separate account that physically segregates such securities from those of any other persons, firms or corporations, except for securities held in a Book-Entry System or through a sub-custodian or depository.  All such securities shall be held or disposed of only upon Written Instructions or otherwise pursuant to the terms of this Agreement.  PFPC Trust shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such securities or investment, except upon the express terms of this Agreement or upon Written Instructions authorizing the transaction.  In no case may any member of a Fund’s Board of Trustees, Board of Directors or similar governing entity, or any officer, employee or agent of a Fund, withdraw any of the Fund’s securities.

At PFPC Trust’s own expense and for its own convenience, PFPC Trust may enter into sub-custodian agreements with other banks or trust companies to perform duties described in this sub-section (c) with respect to domestic assets.  Such bank or trust company shall have aggregate capital, surplus and undivided profits, according to its last published report, of at least one million dollars ($1,000,000), if it is a subsidiary or affiliate of PFPC Trust, or at least twenty million dollars ($20,000,000) if such bank or trust company is not a subsidiary or affiliate of PFPC Trust.  In addition, such bank or trust company must be qualified to act as custodian and agree to comply with the relevant provisions of applicable rules and regulations.  Any such arrangement relating to one or more Portfolios of a particular Fund will not be entered into without prior written notice to such Fund (or as

otherwise provided in the 1940 Act).

In addition, PFPC Trust may enter into arrangements with sub-custodians with respect to services regarding foreign assets.  Any such arrangement relating to one or more Portfolios of a particular Fund will not be entered into without prior written notice to such Fund (or as otherwise provided in the 1940 Act).

As between PFPC Trust and a particular Fund, PFPC Trust shall remain responsible to such Fund for the acts and omissions of any sub-custodian chosen by PFPC Trust with respect to the assets of such Fund under the terms of this sub-section (c) to the same extent that PFPC Trust is responsible to such Fund for PFPC Trust’s own acts and omissions with respect to such Fund under this Agreement.

(d)Transactions Requiring Instructions.  Upon receipt of Oral Instructions or Written Instructions and not otherwise, PFPC Trust shall:

(i)deliver any securities held for a Portfolio against the receipt of payment for the sale of such securities or otherwise in accordance with standard market practice;

(ii)execute and deliver to such persons as may be designated in such Oral Instructions or Written Instructions, proxies, consents, authorizations, and any other instruments whereby the authority of a Portfolio as owner of any securities may be exercised;

(iii)deliver any securities to the issuer thereof, or its agent, when such securities are called, redeemed, retired or otherwise become payable at the option of the holder; provided that, in any such case, the cash or other consideration is to be delivered to PFPC Trust;

(iv)deliver any securities held for a Portfolio against receipt of other securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, tender offer, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege;

(v)deliver any securities held for a Portfolio to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery;

(vi)make such transfer or exchanges of the assets of the Fund to which said Oral Instructions or Written Instructions relate and take such other steps as shall be stated in said Oral Instructions or Written Instructions to be for the purpose of effectuating a duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of such Fund;

(vii)release securities belonging to a Portfolio to any bank or trust company for the purpose of a pledge or hypothecation to secure any loan incurred on behalf of that Portfolio; provided, however, that securities shall be released only upon payment to PFPC Trust of the monies borrowed, except that in cases where additional collateral is required to secure a borrowing already made subject to proper prior authorization, further securities may be released for that purpose; and repay such loan upon redelivery to it of the securities pledged or hypothecated therefor and upon surrender of the note or notes evidencing the loan;

(viii)release and deliver securities owned by a Portfolio in connection with any repurchase agreement entered into on behalf of that Portfolio, but only on receipt of payment therefor; and pay out monies of a Portfolio in connection with such repurchase agreements, but only upon the delivery of the securities;

(ix)release and deliver or exchange securities owned by a Portfolio in connection with any conversion of such securities, pursuant to their terms, into other securities;

(x)release and deliver securities to a broker in connection with the broker’s custody of margin collateral relating to futures and options transactions;

(xi)release and deliver securities owned by a Portfolio for the purpose of redeeming in kind Shares of the Portfolio upon delivery thereof to PFPC Trust; and

(xii)release and deliver or exchange securities owned by a Portfolio for other purposes.

PFPC Trust must also receive a certified resolution describing the nature of the corporate purpose and the name and address of the person(s) to whom delivery shall be made when such action is pursuant to sub-paragraph d(xii).

(e)Use of Book-Entry System or Other Depository.  PFPC Trust will deposit in Book-Entry Systems and other depositories all securities belonging to the Portfolios eligible for deposit therein and will utilize Book-Entry Systems and other depositories to the extent possible in connection with settlements of purchases and sales of securities by the Portfolios, and

deliveries and returns of securities loaned, subject to repurchase agreements or used as collateral in connection with borrowings.  PFPC Trust shall continue to perform such duties with respect to all of the Portfolios of a Fund until PFPC Trust receives Written Instructions or Oral Instructions from or on behalf of the Fund authorizing contrary actions with respect to one or more of such Fund’s Portfolios. Notwithstanding anything in this Agreement to the contrary, PFPC Trust’s use of a Book-Entry System shall comply with the requirements of Rule 17f-4 under the 1940 Act.

PFPC Trust shall administer a Book-Entry System or other depository as follows:

(i)With respect to securities of a particular Portfolio which are maintained in a Book-Entry System or another depository, the records of PFPC Trust shall identify by book-entry or otherwise those securities as belonging to such Portfolio.

(ii)Assets of each Portfolio deposited in a Book-Entry System or another depository will (to the extent consistent with applicable law and standard practice) at all times be segregated from any assets and cash controlled by PFPC Trust in other than a fiduciary or custodian capacity but may be commingled with other assets held in such capacities.

PFPC Trust will provide a Fund with such reports on its own system of internal control as the Fund may reasonably request from time to time.

(f)Registration of Securities.  All securities held for a Portfolio which are issued or issuable only in bearer form, except such securities maintained in the Book-Entry System or in another depository, shall be held by PFPC Trust in bearer form; all other securities maintained for a Portfolio may be registered in the name of the applicable Fund on behalf of that Portfolio, PFPC Trust, a Book-Entry System, another depository, a sub-custodian, or any duly appointed nominee of such Fund, PFPC Trust, a Book-Entry System, a depository or a sub-custodian.  Each Fund reserves the right to instruct PFPC Trust as to the method of registration and safekeeping of the securities of the Fund.  Each Fund agrees to furnish to PFPC Trust appropriate instruments to enable PFPC Trust to maintain or deliver in proper form for transfer, or to register in the name of its nominee or in the name of the Book-Entry System or in the name of another appropriate entity, any securities which PFPC Trust may maintain for the Fund. With respect to uncertificated securities which are registered in the name of a Fund or a Portfolio (or a nominee thereof), PFPC Trust will reflect such securities on its records based upon the holdings information

provided to it by the issuer of such securities, but notwithstanding anything in this Agreement to the contrary PFPC Trust shall not be obligated to safekeep such securities or to perform other duties with respect to such securities other than to make payment for the purchase of such securities upon receipt of Oral or Written Instructions, accept in sale proceeds received by PFPC Trust upon the sale of such securities of which PFPC Trust is informed pursuant to Oral or Written Instructions, and accept in other distributions received by PFPC Trust with respect to such securities or reflect on its records any reinvested distributions with respect to such securities of which it is informed by the issuer of the securities.

(g)Voting and Other Action.  Neither PFPC Trust nor its nominee shall vote any security held pursuant to this Agreement by or for the account of a Portfolio, except in accordance with Written Instructions.  PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver any notice, proxy or proxy soliciting materials received by PFPC Trust as custodian of a particular Portfolio under this Agreement to the registered holder of the security to which such notice, proxy or proxy soliciting materials relates.  If the registered holder is not the Portfolio for which such security is maintained, then Written Instructions or Oral Instructions from or on behalf of such Portfolio must designate the person who owns such security.

(h)Transactions Not Requiring Instructions.  Notwithstanding anything in this Agreement requiring instructions in order to take a particular action, in the absence of contrary Written Instructions relating to a particular Fund or Portfolio, PFPC Trust is authorized to take the following actions without the need for instructions:

(i)Collection of Income and Other Payments.

(A)collect and receive for the account of a Portfolio, all income, dividends, distributions, coupons, option premiums, other payments and similar items, included or to be included in such Portfolio’s Property, and, in addition, promptly advise the Portfolio of such receipt and credit such income to the Portfolio’s custodian account;

(B)endorse and deposit for collection, in the name of a Fund, checks, drafts, or other orders for the payment of money;

(C)receive and hold for the account of a Portfolio all securities received as a distribution on the Portfolio’s securities as a result of a stock dividend,

share split-up or reorganization, recapitalization, readjustment or other rearrangement or distribution of rights or similar securities issued with respect to any securities belonging to the Portfolio and held by PFPC Trust hereunder;

(D)present for payment and collect the amount payable upon all securities which may mature or be called, redeemed, retired or otherwise become payable (on a mandatory basis) on the date such securities become payable; and

(E)take any action which may be necessary and proper in connection with the collection and receipt of such income and other payments and the endorsement for collection of checks, drafts, and other negotiable instruments.

(ii)Miscellaneous Transactions.

(A)PFPC Trust is authorized to deliver or cause to be delivered a particular Portfolio’s Property against payment or other consideration or written receipt therefor in the following cases:

(1)for examination by a broker or dealer selling for the account of the Portfolio in accordance with street delivery custom;

(2)for the exchange of interim receipts or temporary securities for definitive securities; and

(3)for transfer of securities into the name of the applicable Fund on behalf of the Portfolio or PFPC Trust or a sub-custodian or a nominee of one of the foregoing, or for exchange of securities for a different number of bonds, certificates, or other evidence, representing the same aggregate face amount or number of units bearing the same interest rate, maturity date and call provisions, if any; provided that, in any such case, the new securities are to be delivered to PFPC Trust.

(B)PFPC Trust shall:

(1)pay all income items held by it which call for payment upon presentation and hold the cash received by it upon such payment for the account of the applicable Portfolio;

(2)collect interest and cash dividends received, with notice to the applicable Fund, to the account of the applicable Portfolio;

(3)hold for the account of a Portfolio all stock dividends, rights and similar securities issued with respect to any securities held by PFPC Trust for such Portfolio; and

(4)subject to receipt of such documentation and information as PFPC Trust may request, execute as agent on behalf of a Fund all necessary ownership certificates required by a national governmental taxing authority or under the laws of any U.S. state now or hereafter in effect, inserting the Fund’s name, on behalf of a Portfolio of the Fund, on such certificate as the owner of the securities covered thereby, to the extent PFPC Trust may lawfully do so.

(iii)Other Matters.

(A)subject to receipt of such documentation and information as PFPC Trust may request, PFPC Trust will, in such jurisdictions as PFPC Trust may agree from time to time with respect to a particular Fund, seek to reclaim or obtain a reduction with respect to any withholdings or other taxes relating to assets of such Fund maintained hereunder (provided that PFPC Trust will not be liable to any Fund for failure to obtain any particular relief in a particular jurisdiction); and

(B)PFPC Trust is authorized to deduct or withhold any sum in respect of tax which PFPC Trust considers is required to be deducted or withheld “at source” by any relevant law or practice.

(i)Segregated Accounts.

(i)PFPC Trust shall upon receipt of Written Instructions or Oral Instructions establish and maintain segregated accounts on its records for and on behalf of a particular Portfolio.  Such accounts may be used to transfer cash and securities, including securities in a Book-Entry System or other depository:

(A)for the purposes of compliance by the Portfolio with the procedures required by a securities or option exchange, providing such procedures comply with the 1940 Act and any releases of the SEC relating to the

maintenance of segregated accounts by registered investment companies; and

(B)upon receipt of Written Instructions, for other purposes.

(ii)PFPC Trust shall arrange for the establishment of IRA custodian accounts for such shareholders holding Shares of a Portfolio through IRA accounts, in accordance with the Portfolio’s prospectuses, the Internal Revenue Code of 1986, as amended (including regulations promulgated thereunder), and with such other procedures as are mutually agreed upon from time to time by and among the applicable Fund, PFPC Trust and the Portfolio’s transfer agent.

(j)Purchases of Securities.  PFPC Trust shall settle purchased securities upon receipt of Oral Instructions or Written Instructions that specify:

(i)the name of the issuer and the title of the securities, including CUSIP number if applicable;

(ii)the number of shares or the principal amount purchased and accrued interest, if any;

(iii)the date of purchase and settlement;

(iv)the purchase price per unit;

(v)the total amount payable upon such purchase;

(vi)the Portfolio involved; and

(vii)the name of the person from whom or the broker through whom the purchase was made.  PFPC Trust shall upon receipt of securities purchased by or for a Portfolio (or otherwise in accordance with standard market practice) pay out of the monies held for the account of the Portfolio the total amount payable to the person from whom or the broker through whom the purchase was made, provided that the same conforms to the total amount payable as set forth in the Oral Instructions or Written Instructions relating to such transaction.

(k)Sales of Securities.  PFPC Trust shall settle sold securities upon receipt of Oral Instructions or Written Instructions that specify:

(i)the name of the issuer and the title of the security, including CUSIP number if applicable;

(ii)the number of shares or principal amount sold, and accrued interest, if any;

(iii)the date of trade and settlement;

(iv)the sale price per unit;

(v)the total amount payable to the Portfolio upon such sale;

(vi)the name of the broker through whom or the person to whom the sale was made;

(vii)the location to which the security must be delivered and delivery deadline, if any; and

(viii)the Portfolio involved.

PFPC Trust shall deliver the securities sold by or for a Portfolio upon receipt of the total amount payable to the Portfolio upon such sale, provided that the total amount payable is the same as was set forth in the Oral Instructions or Written Instructions relating to such transaction.  Notwithstanding anything to the contrary in this Agreement, PFPC Trust may accept payment in such form as is consistent with standard industry practice and may deliver assets and arrange for payment in accordance with the standard market practice.

(l)Reports; Proxy Materials.

(i)PFPC Trust shall furnish to each Fund the following reports:

(A)such periodic and special reports as the Fund may reasonably request;

(B)a monthly statement summarizing all transactions and entries for the account of each of the Fund’s Portfolios, listing each portfolio security belonging to each such Portfolio (with the corresponding security identification number) held at the end of such month and stating the cash balance of each such Portfolio at the end of such month;

(C)the reports required to be furnished to the Fund pursuant to Rule 17f-4 of the 1940 Act; and

(D)such other information as may be agreed upon from time to time between the Fund and PFPC Trust.

(ii)PFPC Trust shall transmit promptly to a Fund any proxy statement, proxy material, notice of a call or conversion or similar communication received by it as custodian of such Fund’s Portfolios under this Agreement.  PFPC Trust shall be under no other obligation to inform any Fund as to such actions or events. For clarification, upon termination of this Agreement with respect to a particular Fund PFPC Trust shall have no responsibility to transmit to such Fund any material referenced in the first sentence of this sub-section (l)(ii) or to inform such Fund or any other person having any interest in or with respect to such Fund of any actions

or events referenced in the first sentence of this sub-section (l)(ii).

(m)Crediting of Accounts. PFPC Trust may in its sole discretion credit an Account with respect to income, dividends, distributions, coupons, option premiums, other payments or similar items prior to PFPC Trust’s actual receipt thereof, and in addition PFPC Trust may in its sole discretion credit or debit the assets in an Account on a contractual settlement date with respect to any sale, exchange or purchase applicable to the Account; provided that nothing herein or otherwise shall require PFPC Trust to make any advances or to credit any amounts until PFPC Trust’s actual receipt thereof.  If PFPC Trust credits an Account with respect to (a) income, dividends, distributions, coupons, option premiums, other payments or similar items on a contractual payment date or otherwise in advance of PFPC Trust’s actual receipt of the amount due, (b) the proceeds of any sale or other disposition of assets on the contractual settlement date or otherwise in advance of PFPC Trust’s actual receipt of the amount due or (c) provisional crediting of any amounts due, and (i) PFPC Trust is subsequently unable to collect full and final payment for the amounts so credited within a reasonable time period using reasonable efforts or (ii) pursuant to standard industry practice, law or regulation PFPC Trust is required to repay to a third party such amounts so credited, or if any asset has been incorrectly credited to an Account, PFPC Trust shall have the absolute right in its sole discretion without demand to reverse any such credit or payment, to debit or deduct the amount of such credit or payment from the Account, and to otherwise pursue recovery of any such amounts so credited from the Fund to which such Account relates.  Each Fund hereby grants to PFPC Trust and to each sub-custodian utilized by PFPC Trust in connection with providing services to such Fund a first priority contractual possessory security interest in and a right of setoff against the assets maintained in the Account of a particular Portfolio of the Fund in the amount necessary to secure the return and payment to PFPC Trust and to each such sub-custodian of any advance or credit made by PFPC Trust and/or by such sub-custodian (including charges related thereto) to such Account. Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall be entitled to assign any rights it has under this sub-section (m) with respect to a particular Fund to any sub-custodian utilized by PFPC Trust in connection with providing services to such Fund which sub-custodian makes any credits or advances with respect to such Fund.

(n)Collections.  All collections of monies or other property in respect, or which are to become

part, of the Property of a Portfolio (but not the safekeeping thereof upon receipt by PFPC Trust) shall be at the sole risk of such Portfolio.  If payment is not received by PFPC Trust within a reasonable time after proper demands have been made, PFPC Trust shall notify the applicable Fund in writing, including copies of all demand letters, any written responses and memoranda of all oral responses and shall await instructions from such Fund.  PFPC Trust shall not be obliged to take legal action for collection unless and until reasonably indemnified to its satisfaction.   PFPC Trust shall also notify the applicable Fund as soon as reasonably practicable whenever income due on securities is not collected in due course and shall provide such Fund with periodic status reports of such income collected after a reasonable time.

(o)Foreign Exchange. PFPC Trust and/or sub-custodians may enter into or arrange foreign exchange transactions (at such rates as they may consider appropriate) in order to facilitate transactions under this Agreement, and such entities and/or their affiliates may receive compensation in connection with such foreign exchange transactions.

15.Duration and Termination.

(a)This Agreement shall be effective and shall continue with respect to a particular Fund for an initial period of three (3) years from the date the Fund becomes a party to this Agreement (the “Initial Term”).

(b)Upon the expiration of the Initial Term with respect to a particular Fund, this Agreement shall automatically renew with respect to such Fund for successive terms of one (1) year (“Renewal Terms”) each, unless such Fund or PFPC Trust provides written notice to the other of its intent not to renew this Agreement with respect to such Fund.  Such notice must be received not less than ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term applicable to the Fund to which the termination relates.

(c)In the event a termination notice is given by a Fund, all expenses associated with movement of records and materials and conversion thereof to a successor service provider relating to such Fund will be borne by such Fund.

(d)If PFPC Trust is guilty of a material failure to perform its duties and obligations under this Agreement with respect to a particular Fund that Fund may give written notice thereof to PFPC Trust, and if such material breach shall not have been remedied by PFPC Trust within thirty (30) days after such written notice is given, then that particular Fund may terminate this Agreement with respect to that Fund by giving thirty (30) days written

notice of such termination to PFPC Trust.  If a Fund is guilty of a material failure to perform its duties and obligations under this Agreement PFPC Trust may give written notice thereof to such Fund, and if such material breach shall not have been remedied by the Fund within thirty (30) days after such written notice is given, then PFPC Trust may terminate this Agreement with respect to that Fund by giving thirty (30) days written notice of such termination to such Fund.  In all cases relating to a termination of this Agreement pursuant to the foregoing provisions of this Section 15(d), termination by the non-defaulting party shall not constitute a waiver by the non-defaulting party of any other rights it might have under this Agreement or otherwise against the defaulting party.

(e)In the event this Agreement is terminated with respect to a particular Fund (pending appointment of a successor to PFPC Trust with respect to such Fund or the vote of the shareholders of such Fund to dissolve or to function without a custodian of its cash, securities or other property), PFPC Trust shall not deliver cash, securities or other property of the Fund’s Portfolios to that Fund; PFPC Trust may, however, deliver the cash, securities, and other property of the Fund’s Portfolios to a bank or trust company of PFPC Trust’s choice, having aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than twenty million dollars ($20,000,000), as a custodian for the Fund to be held under terms similar to those of this Agreement.  PFPC Trust shall not be required to make any delivery or payment of assets of a Portfolio upon termination of this Agreement with respect to such Portfolio until full payment shall have been made by such Portfolio to PFPC Trust of all of PFPC Trust’s fees, compensation, costs and expenses relating to such Portfolio (including without limitation fees and expenses associated with deconversion or conversion to another service provider and other trailing expenses incurred by PFPC Trust); PFPC Trust shall have a first priority contractual possessory security interest in and shall have a right of setoff against the Property relating to such Portfolio as security for the payment of such fees, compensation, costs and expenses.

16.Notices.  Notices shall be addressed (a) if to PFPC Trust at 8800 Tinicum Boulevard, 3^rd Floor, Philadelphia, Pennsylvania 19153, Attention:  Sam Sparhawk (or such other address as PFPC Trust may inform the Funds in writing from time to time);  (b) if to a Fund, at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, Attention: Grace C. Torres (or such other address as a particular Fund may inform PFPC Trust in writing from time to time); or (c) if to

neither a Fund nor PFPC Trust, at such other address as shall have been given to the sender of any such notice or other communication.  If notice is sent by confirming facsimile sending device, it shall be deemed to have been given immediately.  If notice is sent by first-class mail, it shall be deemed to have been given five days after it has been mailed.  If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.

17.Amendments.  This Agreement, or any term hereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought.

18.Assignment. PFPC Trust may assign its rights hereunder with respect to a particular Fund to any majority-owned direct or indirect subsidiary of PFPC Trust or of The PNC Financial Services Group, Inc., provided that PFPC Trust gives such Fund thirty (30) days’ prior written notice of such assignment.

19.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20.Miscellaneous.

(a)Entire Agreement.  As between each separate Fund and PFPC Trust, this Agreement embodies the entire agreement and understanding between such Fund and PFPC Trust and supersedes all prior agreements and understandings between such Fund and PFPC Trust relating to the subject matter hereof, provided that such Fund and PFPC Trust may embody in one or more separate documents their agreement, if any, with respect to delegated duties.

(b)No Representations or Warranties.  Except as expressly provided in this Agreement, PFPC Trust hereby disclaims all representations and warranties, express or implied, made to any Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement.  PFPC Trust disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

(c)No Changes that Materially Affect Obligations.  Notwithstanding anything in this Agreement to the contrary, each Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC Trust hereunder without the prior written approval of PFPC Trust, which approval shall not be unreasonably withheld or delayed.

(d)Captions.  The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(e)Information.  Each Fund will provide such information and documentation as PFPC Trust may reasonably request in connection with services provided by PFPC Trust to the Fund.

(f)Governing Law.  This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.

(g)Partial Invalidity.  If any provision of this Agreement as it relates to a particular Fund shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(h)Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(i)Facsimile Signatures.  The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

(j)Prior Agreements.

(i) This Agreement shall supercede and replace any other Custodian Services Agreement made as of July 1, 2005 involving any registered investment company set forth on Exhibit A attached hereto and PFPC Trust.

(ii) As between PFPC Trust and American Skandia Trust, this Agreement shall supersede and replace the Custodian Services Agreement between American Skandia Trust and PFPC Trust (successor by assignment to Provident National Bank) dated as of May 1, 1992.  As between PFPC Trust and Strategic Partners Mutual Funds, Inc., this Agreement shall supersede and replace the Custodian Services Agreement between Strategic Partners Mutual Funds, Inc. (formerly, American Skandia Advisor Funds, Inc.) and PFPC Trust (successor by assignment to PNC Bank, National Association) dated as of June 1, 1997.

(k)Separate Agreements.  PFPC Trust is entering into this Agreement with each of the Funds separately, and any duty, obligation or liability owed or incurred by PFPC Trust with respect to a particular Fund shall be owed or incurred solely with respect to that Fund, and shall not in any way create any duty, obligation or liability with respect to any other Fund.  This Agreement shall be interpreted to carry out the intent of the parties hereto that PFPC Trust is entering into a separate arrangement with each separate Fund.

(l)Customer Identification Program Notice.  To help the U.S. government fight the funding

of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003.  Consistent with this requirement, PFPC Trust may request (or may have already requested) each Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth.  PFPC Trust may also ask (and may have already asked) for additional identifying information, and PFPC Trust may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

IN WITNESS WHEREOF, each of American Skandia Trust, Strategic Partners Mutual Funds, Inc. and PFPC Trust has caused this Agreement to be executed as of the day and year first above written.

PFPC TRUST COMPANY

By:

Title:

AMERICAN SKANDIA TRUST

By:

Title:

STRATEGIC PARTNERS MUTUAL FUNDS, INC.

By:

Title:

EXHIBIT A

Dated:  July 1, 2005

PORTFOLIOS

American Skandia Trust

AST JPMorgan International Equity Portfolio

AST William Blair International Growth Portfolio

AST LSV International Value Portfolio

AST MFS Global Equity Portfolio

AST State Street Research Small-Cap Growth Portfolio

AST DeAM Small-Cap Growth Portfolio

AST Federated Aggressive Growth Portfolio

AST Goldman Sachs Small-Cap Value Portfolio

AST Small-Cap Value Portfolio

AST DeAM Small-Cap Value Portfolio

AST Goldman Sachs Mid-Cap Growth Portfolio

AST Neuberger Mid-Cap Growth Portfolio

AST Neuberger Mid-Cap Value Portfolio

AST Alger All-Cap Growth Portfolio

AST Gabelli All-Cap Value Portfolio

AST T. Rowe Price Natural Resources Portfolio

AST Alliance Growth Portfolio

AST MFS Growth Portfolio

AST Marsico Capital Growth Portfolio

AST Goldman Sachs Concentrated Growth Portfolio

AST DeAM Large-Cap Value Portfolio

AST Hotchkis & Wiley Large-Cap Value Portfolio

AST Alliance/Bernstein Growth + Value Portfolio

AST Sanford Bernstein Core Value Portfolio

AST Cohen & Steers Realty Portfolio

AST Sanford Bernstein Managed Index 500 Portfolio

AST American Century Income & Growth Portfolio

AST Alliance Growth and Income Portfolio

AST DeAM Global Allocation Portfolio

AST American Century Strategic Balanced Portfolio

AST T. Rowe Price Asset Allocation Portfolio

AST T. Rowe Price Global Bond Portfolio

AST Goldman Sachs High Yield Bond Portfolio

AST Lord Abbett Bond-Debenture Portfolio

AST PIMCO Total Return Bond Portfolio

AST PIMCO Limited Maturity Bond Portfolio

AST Money Market Portfolio

Strategic Partners Mutual Funds, Inc.

Strategic Partners International Growth Fund

Strategic Partners Small Cap Growth Opportunity Fund

Strategic Partners Managed Small Cap Growth Fund

Strategic Partners Small Company Fund

Strategic Partners Mid Cap Growth Fund

Strategic Partners Relative Value Fund

Strategic Partners Technology Fund

Strategic Partners Health Sciences Fund

Strategic Partners Managed OTC Fund

Strategic Partners Capital Growth Fund

Strategic Partners Concentrated Growth Fund

Strategic Partners Core Value Fund

Strategic Partners Managed Index 500 Fund

Strategic Partners Equity Income Fund

Strategic Partners Growth with Income Fund

Strategic Partners Capital Income Fund

Strategic Partners Balanced Fund

Strategic Partners High Yield Bond Fund

Strategic Partners Bond Fund

Strategic Partners Money Market Fund

ADDITION OF FUNDS TO CUSTODIAN SERVICES AGREEMENT

This document relates to the addition of each registered investment company listed on Attachment A to this document (each an “Additional Fund”) as a party to the Agreement (as defined below).

WHEREAS, each Additional Fund wishes to retain PFPC Trust Company (“PFPC Trust”) to provide the custodian services set forth in the Agreement (as defined below) to its investment portfolios listed on Attachment A to this document (each an “Additional Portfolio”), and PFPC Trust wishes to furnish such services;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby, each Additional Fund and PFPC Trust agree as follows:

1.For purposes of this document:

A.“Agreement” means the Custodian Services Agreement initially made as of July 1, 2005 separately by and between each of American Skandia Trust and Strategic Partners Mutual Funds, Inc. (each of which is a “Fund” under such Custodian Services Agreement) and PFPC Trust, as such Custodian Services Agreement may be amended or amended and restated from time to time.

B.“Effective Date” means, with respect to a particular Additional Portfolio, the effective date listed for such Additional Portfolio on Attachment A to this document (or such other date as agreed in writing between PFPC Trust and the Additional Fund to which such Additional Portfolio relates).

2.Each Additional Fund hereby appoints PFPC Trust to provide the custodian services set forth in the Agreement, in accordance with the terms set forth in the Agreement, to each of its Additional Portfolios as of the Effective Date for each such respective Additional Portfolio. PFPC Trust accepts such appointment and agrees to furnish such services as of the relevant Effective Date.

3.An Additional Fund shall be added as a party to the Agreement as of the first Effective Date which is applicable to one of the Additional Fund’s Additional Portfolios, and as of such Effective Date such Additional Fund shall be a “Fund” for all purposes under the Agreement. For clarity, notwithstanding the foregoing, Strategic Partners Style Specific Funds was added as a party to the Agreement and became a “Fund” for all purposes under the Agreement as of August 15, 2005.

4.An Additional Portfolio shall be deemed to be listed on Exhibit A attached to the Agreement as of the Effective Date for such Additional Portfolio, and as of the Effective Date for a particular Additional Portfolio (but not before such Effective Date) such Additional Portfolio shall be a “Portfolio” for all purposes under the Agreement.

5.For clarity and notwithstanding the provisions of Section 20(a) of the Agreement, this document embodies a portion of the agreement and understanding between each Additional Fund and PFPC Trust relating to the subject matter of the Agreement and the Agreement shall not supercede the terms and provisions of this document.

6.PFPC Trust is entering into this document with each of the Additional Funds separately, and any duty, obligation or liability owed or incurred by PFPC Trust with respect to a particular Additional Fund shall be owed or incurred solely with respect to that Additional Fund, and shall not in any way create any duty, obligation or liability with respect to any other Additional Fund. This document shall be interpreted to carry out the intent of the parties hereto that PFPC Trust is entering into a separate arrangement with each separate Additional Fund.

Agreed:
PFPC Trust Company	Each Registered Investment Company set Forth on Attachment A attached hereto
By:	By:
Title:	Title:
Dated:

ATTACHMENT A

ADDITIONAL FUND ADDITIONAL PORTFOLIO EFFECTIVE DATE

EX-99.(J)

Exhibit 99.(j)

(Letterhead of KPMG)

Consent of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
Strategic Partners Asset Allocation Funds:

We consent to the incorporation by reference, in this registration statement, of our report dated September 28, 2005 on the statement of assets and liabilities of the Strategic Partners Asset Allocation Funds comprised of Strategic Partners Moderate Allocation Fund, Strategic Partners Conservative Allocation Fund and Strategic Partners Growth Allocation Fund (formerly known as Strategic Partners Moderate Growth Fund, Strategic Partners Conservative Growth Fund and Strategic Partners High Growth Fund, respectively) (hereafter referred to as the “Funds”), including the portfolios of investments as of July 31, 2005, and the related statements of operations for the year then ended, and the statement of changes in net assets and the financial highlights for each of the years in the two-year period then ended.  The financial statements and financial highlights and our report thereon are included in the Annual Reports of the Funds as filed on Form N-CSR.

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

/s/ KPMG LLP

KPMG LLP

New York, New York

September 28, 2005

EX-99.(M)(7)

Exhibit 99.(m)(7)

NOTICE OF RULE 12b-1 FEE WAIVER

Class A Shares

THIS NOTICE OF RULE 12b-1 FEE WAIVER is signed as of August 1, 2005, by PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (PIMS), the Principal Underwriter of Strategic Partners Asset Allocation Funds, a multi-series open-end management investment company (the Trust and each separate series of which is referred to as a Fund).

WHEREAS, PIMS has been waiving a portion of its distribution and shareholder services fees payable on Class A shares of each Fund (Rule 12b-1 fees); and

WHEREAS, PIMS desires to provide a contractual waiver of a portion of Rule 12b-1 fees for the period ending July 31, 2006; and

WHEREAS, PIMS understands and intends that the Trust will rely on this Notice and agreement in preparing a registration statement on Form N-1A and in accruing each Fund’s respective expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Trust to do so; and

WHEREAS, shareholders of the Funds will benefit from the ongoing contractual waiver by incurring lower Fund operating expenses than they would absent such waiver.

NOW, THEREFORE, PIMS hereby provides notice that it has agreed to limit the distribution or service (12b-1) fees incurred by Class A shares of each Fund to .25 of 1% of the respective average daily net assets attributable to Class A shares of each Fund.  This contractual waiver shall be effective from the date hereof through July 31, 2006.

IN WITNESS WHEREOF, PIMS has signed this Notice of Rule 12b-1 Fee Waiver as of the day and year first above written.

PRUDENTIAL INVESTMENT
MANAGEMENT SERVICES LLC
By:	/s/ Robert F. Gunia
Name:	Robert F. Gunia
Title:	President

EX-99.(M)(8)

Exhibit 99.(m)(8)

NOTICE OF RULE 12b-1 FEE WAIVER

Class R Shares

THIS NOTICE OF RULE 12b-1 FEE WAIVER is signed as of August 1, 2005, by PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (PIMS), the principal underwriter of Strategic Partners Asset Allocation Funds, a multi-series open-end management investment company (the Trust, and each separate investment series of which is referred to as a Fund).

WHEREAS, PIMS has been waiving a portion of its distribution and shareholder services fees payable on Class R shares of each Fund (Rule 12b-1 fees); and

WHEREAS, PIMS desires to provide a contractual waiver of a portion of Rule 12b-1 fees for the fiscal year ending July 31, 2006; and

WHEREAS, PIMS understands and intends that the Trust will rely on this Notice and agreement in preparing a registration statement on Form N-1A and in accruing each Fund’s respective expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Trust to do so; and

WHEREAS, shareholders of the Funds will benefit from the ongoing contractual waiver by incurring lower Fund operating expenses than they would absent such waiver.

NOW, THEREFORE, PIMS hereby provides notice that it has agreed to limit the distribution and service (12b-1) fees incurred by Class R shares of each Fund to .50 of 1% of the average daily net assets attributable to Class R shares of each Fund.  This contractual waiver shall be effective from the date hereof through July 31, 2006.

IN WITNESS WHEREOF, PIMS has signed this Notice of Rule 12b-1 Fee Waiver as of the day and year first above written.

PRUDENTIAL INVESTMENT
MANAGEMENT SERVICES LLC
By:	/s/ Robert F. Gunia
Name:	Robert F. Gunia
Title:	President

EX-99.(P)(1)

Exhibit 99.(p)(1)

CODE OF ETHICS FOR EARNEST PARTNERS

I.Statement of General Principles

It is the policy of EARNEST Partners (“EARNEST”) that:

A.With respect to the personal investment activities of access persons (as defined herein), it is the duty of access persons at all times to place the interests of the clients (as defined herein) first.

B.All personal securities transactions of access persons be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of any access person’s (as defined herein) position of trust and responsibility.

C.Access persons should not take inappropriate advantage of their positions with respect to their personal investment activities.

D.Access persons must comply with all applicable federal securities laws.

II.Definitions

For purposes of this Code of Ethics, the following definitions shall apply:

1.The term “access person” shall mean any director, officer, general partner, advisory person (as defined below), supervised person (as defined below), or affiliated person, as that term is defined in Section 2(a)(3) of the Investment Company Act of 1940, as amended (the “1940 Act”), of EARNEST.

2.The term “advisory person” shall mean every employee of EARNEST (or of any company in a control relationship to EARNEST).

3.The term “beneficial ownership” shall mean a direct or indirect “pecuniary interest” (as defined in subparagraph (a) (2) of Rule 16a-1 under the Securities Exchange Act of 1934, as amended) that is held or shared by a person directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a security.  While the definition of “pecuniary interest” in subparagraph (a) (2) of Rule 16a-1 is complex, the term generally means the opportunity directly or indirectly to profit or share in any profit derived from a transaction in a security.

4.The term “control” shall mean the power to exercise a controlling influence over the management or policies of EARNEST, unless such power is solely the result of an official position with EARNEST, all as determined in accordance with
Section 2 (a) (9) of the 1940 Act.

5.The term “client” shall mean an entity (natural person, corporation, investment company or other legal structure having the power to enter into legal contracts) for

whom or which EARNEST serves as an “investment adviser” within the meaning of Section 202(a)(11) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), which has entered into a contract with EARNEST to receive investment management services.

6.The term “investment company” shall mean a management investment company registered as such under the 1940 Act, which is a client of EARNEST.

7.The term “material non-public information” with respect to a client shall mean information, not yet released to the public, that would have a substantial likelihood of affecting a reasonable investor’s decision to buy or sell any securities of such issuer.

8.The term “purchase” shall include the writing of an option to purchase a security.

9.The term “Review Officer” shall mean the chief compliance officer designated from time to time by EARNEST to receive and review reports of purchases and sales by access persons.  The term “Alternate Review Officer” shall mean the officer of EARNEST designated from time to time to receive and review reports of purchases and sales by the Review Officer, and who shall act in all respects in the manner prescribed herein for the Review Officer.

10.The term “sale” shall include the writing of an option to sell a security.

11.The term “security” shall have the meaning set forth in Section 2 (a) (36) of the 1940 Act and Section 202(a)(18) of the Advisers Act, except that it shall not include shares of registered open-end investment companies that are not advised or sub-advised by EARNEST or its affiliates, securities issued by the United States government, short-term securities which are “government securities” within the meaning of Section 2 (a) (16) of the 1940 Act, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt obligations, including repurchase agreements, and such other money market instruments as may be designated from time to time by EARNEST.

12.The term “supervised person” shall mean any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser as set forth in Section 202(a)(25) of the Advisers Act.

III.Legal Requirements

The federal securities laws, provide, among other things, that it is unlawful for any access person of EARNEST to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such access person of any security held or to be acquired by a client in contravention of such rules and regulations as the Securities and Exchange Commission (the “Commission”) may adopt to define and prescribe means reasonably necessary to prevent such acts, practices or courses of business as are fraudulent, deceptive or manipulative.  The Commission has

2

adopted rules which state that it is unlawful for any access person of EARNEST in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

(i) to employ any device, scheme or artifice to defraud a client;

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

(iii) to engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client; or

(iv) to engage in any manipulative practice with respect to a client.

IV.Substantive Restrictions On Personal Trading Activities

A.Prohibited Activities

While the scope of actions which may violate the Statement of General Principles set forth above cannot be defined exactly, such actions would always include at least the following prohibited activities:

1.Except in a transaction exempted by Section IV.B. of this Code of Ethics, no access person shall, directly or indirectly, purchase or sell securities in any way that would compete in the market with actual or considered securities transactions for any client, or otherwise personally act to injure any client’s securities transactions;

2.No access person shall use the knowledge of securities purchased or sold by any client or securities being considered for purchase or sale by any client to profit personally, directly or indirectly, by the market effect of such transactions;

3.No access person shall, directly or indirectly, communicate to any person who is not an access person any material non-public information relating to any client or any issuer of any security owned by any client, including, without limitation, the purchase or sale or considered purchase or sale of a security on behalf of any client, except to the extent necessary to effectuate securities transactions on behalf of the client;

4.Except in a transaction exempted by Section IV.B. of this Code of Ethics, no access person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership on a day during which EARNEST has a pending “buy” or “sell” order in the same security until that order is executed or withdrawn;

5.No access person shall accept any gift or other thing of more than de minimus value from any person or entity that does business with or on behalf of a client;

3

6.No access person shall serve on the board of directors of any publicly traded company, absent prior written authorization and determination by the Chief Executive Officer of EARNEST that the board service would be consistent with the interests of clients;

7.Access persons shall not, directly or indirectly, purchase any security sold in an initial public offering of an issuer without obtaining prior written approval from the Review Officer; and

8.Access persons shall not, directly or indirectly, purchase any security issued pursuant to a private placement without obtaining prior written approval from the Review Officer.  Access persons who have been authorized to acquire securities in a private placement must disclose such investment when they are involved in a client’s subsequent consideration of an investment in the issuer.  In such circumstances, the client’s decision to purchase securities of the issuer must be independently reviewed by access persons with no personal interest in the issuer.

B.Exempt Transactions and Conduct

This Code of Ethics shall not be deemed to be violated by any of the following transactions:

1.Purchases or sales for an account over which the access person has no direct or indirect influence or control;

2.Purchases or sales which are non-volitional on the part of the access person;

3.Purchases which are part of an automatic investment plan;

4.Purchases which are part of an automatic dividend reinvestment plan;

5.Purchases made by exercising rights distributed by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired by the access person from the issuer, and sales of such rights so acquired;

6.Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer’s acquisition of all of the securities of the same class;

7.Purchases or sales for which the access person has received prior written approval from the Review Officer.  As an additional requirement, shares of registered open-end investment companies that are advised or sub-advised by EARNEST or its affiliates must be held for a minimum of 30 days.  Prior approval shall be granted only if a purchase or sale of securities is consistent with the purposes of this Code of Ethics and the federal securities laws; and

8.Purchases or sales of equity securities with prior written approval of the Head Trader and Review Officer that meet the following requirements and thus qualify as a de minimis transaction:  1) 5,000 or fewer shares traded and 2) security market

4

capitalization of greater than $1 billion.  As an additional requirement, no more than one de minimis exemption per security per individual can be claimed during a 30-day period.

V.Compliance Procedures

A.Records of Securities Transactions

Upon the written request of the Review Officer, access persons are required to direct their brokers to supply to EARNEST on a timely basis duplicate copies of broker trade confirmations of all securities transactions and/or account statements for all securities accounts in which the access person has a beneficial ownership interest.

B.Quarterly Reporting Requirements

1.Each access personshall submit to the Review Officer a report which shall set forth at least the information described in subparagraph 2 of this Section V.B. as to all securities transactions during each quarterly period, in which such access person has, or by reason of such transactions acquires or disposes of, any direct or indirect beneficial ownership of a security.

2.Every report shall be made not later than thirty (30) days after the end of each calendar quarter in which the transaction(s) to which the report relates was effected and shall contain the following information:

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

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

(3) the price of the security at which each transaction was effected;

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

(5) the date that the report is submitted by the access person.

If no transactions in any securities required to be reported were effected during a quarterly period by an access person, such access person shall submit to the Review Officer a report within the time-frame specified above stating that no reportable securities transaction were effected.

3.  Each access personshall submit to the Review Officer a report which shall set forth new brokerage accounts established during each quarterly period.  Every report shall be made not later than ten (10) days after the end of each calendar quarter in which the account(s) was established and shall contain the following information:

5

(1) the name of the broker, dealer or bank with whom the access person established the account;

(2) the date the account was established; and

(3) the date that the report is submitted by the access person.

4.Every report concerning a securities transaction prohibited under the Statement of General Principles or Prohibited Activities set forth in Sections I or IV.A., respectively, with respect to which the reporting person relies upon the exceptions provided in Section IV.B shall contain a brief statement of the exemption relied upon and the circumstances of the transactions.

C.Disclosure of Personal Holdings

1.Each access person shall submit to EARNEST an initial holdings report no later than 10 days after the person becomes an access person, current as of a date not more than 45 days prior to the person becoming an access person, which contains the following information:

(i) The title, number of shares and principal amount of each security in which the access person had any direct or indirect beneficial ownership when the person became an access person;

(ii) The name of any broker, dealer of bank with whom the access person maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section II.12.) were held for the direct or indirect benefit of the access person as of the date the person became an access person; and

(iii) the date the report is submitted by the access person.

2.Each access person shall submit to EARNEST an annual holdings report, no later that January 31, which contains the following information (with such information current as of a date no more than 45 days before the report is submitted):

(i) The title, number of shares and principal amount of each security in which the access person had any direct or indirect beneficial ownership;

(ii) The name of any broker, dealer of bank with whom the access person maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section II.12.) were held for the direct or indirect benefit of the access person; and

(iii) The date the report is submitted by the access person.

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D.Review of Reports

1.At the end of each calendar quarter, the Review Officer shall prepare a summary of all transactions by access persons during the prior quarter.

2.The Review Officer or the Alternate Review Officer shall compare all reported personal securities transaction with completed and contemplated portfolio transactions of the client to determine whether a violation of this Code of Ethics may have occurred. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

3.If the Review Officer determines that a violation of this Code of Ethics has or may have occurred, he shall submit a written determination, together with the related report by the access person and any additional explanatory material provided by the access person, to EARNEST’s Chief Executive Officer.

E.Reporting Violations

Supervised persons must promptly report violations of this Code of Ethics to the Review Officer.  Retaliation against anyone that reports a violation will not be tolerated.

F.Certification of Compliance

All access personsshall certify initially, and annually (or upon any amendment)  thereafter, that they (i) have received a copy of this Code of Ethics (i) have read and understand this Code of Ethics and recognize that they are subject hereto, (ii) have complied with the requirements of this Code of Ethics and (iii) have disclosed or reported all personal securities transactions, holdings and accounts which are required to be disclosed or reported pursuant to the requirements of this Code of Ethics.

G.Joint Participation

Access personsshould be aware that a specific provision of the 1940 Act prohibits such persons, in the absence of an order of the Commission, from effecting a transaction in which an Investment Company is a “joint or a joint and several participant” with such person.  Any transaction which suggests the possibility of a question in this area should be presented to legal counsel for review.

H.Annual Review by Chief Executive Officer and/or Board

Each year the Review Officer shall prepare an annual report to the Chief Executive Officer and/or Board that:  (1) summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year; (2) identifies any violations requiring significant remedial action during the past year; and (3) identifies any recommended changes in existing restrictions or procedures based upon EARNEST’s experience under the Code of Ethics, evolving industry practices, or developments in applicable laws or regulations.

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VI.SANCTIONS

Upon discovering a violation of this Code of Ethics, EARNEST shall impose any sanctions that it may deem appropriate under the circumstances, which may include, but is not limited to, removal, suspension or demotion from office, imposition of a fine, a letter of censure and/or restitution to the affected client of an amount equal to the advantage the offending person shall have gained by reason of such violation.

VII.RECORDKEEPING REQUIREMENTS

EARNEST shall maintain and preserve in an easily accessible place:

a.  A copy of the Code of Ethics (and any prior code of ethics that was in effect at any time during the past five years) for a period of five years;

b.  A record of any violation of this Code of Ethics and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;

c.  A copy of each report made by an access person, including any information submitted pursuant to Rule 17j-1(d)(2)(v) of the 1940 Act, for a period of five years after the end of the fiscal year in which the report is made or the other information provided (only those reports and information submitted during the previous two years must be maintained and preserved in an easily accessible place);

d.  A list of all persons who are, or within the past five years were, required to make reports pursuant to this Code of Ethics;

e.  The names of each person who is serving or who has served as Review Officer or Alternate Review Officer within the past five years; and

f.  A copy of each report submitted to the Chief Executive Officer and/or Board of EARNEST for a period of five years after the end of the fiscal year in which the report was made (only those reports submitted during the previous two years must be maintained and preserved in an easily accessible place).

EARNEST shall maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by access persons of securities in an initial public offering and/or private placement for a period of five years after the end of the fiscal year in which the approval was granted.

VIII.MISCELLANEOUS

EARNEST shall identify all persons who are considered to be “access persons,” inform

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such persons of their respective duties and provide such persons with copies of this Code of Ethics.

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EX-99.(P)(2)

Exhibit 99.(p)(2)

GOLDMAN, SACHS & CO.

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL

GOLDMAN SACHS HEDGE FUND STRATEGIES LLC

CODE OF ETHICS

Effective January 23, 1991

(as revised February 23, 2005)

I.DEFINITIONS

A.“Access Person” with respect to Goldman, Sachs & Co. (“GS&Co.”), the principal underwriter of any Investment Company (as defined below), means any director, officer or general partner who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by any Investment Company or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Company regarding the purchase or sale of Covered Securities.

“Access Person” with respect to Goldman Sachs Asset Management, L.P. (“GSAM”), Goldman Sachs Asset Management International (“GSAMI”) and Goldman Sachs Hedge Fund Strategies LLC (“HFS”) means any of their Supervised Persons (as defined below) who:  (1) has access to (a) non-public information regarding any client’s purchase or sale of securities, or (b) non-public information regarding the portfolio holdings of any Reportable Fund (as defined below) or (2) is involved in making securities recommendations to clients or who has access to such recommendations that are non-public.  For these purposes, all GSAM, GSAMI and HFS directors, officers and partners are considered to be Access Persons.  In addition, “Access Person” means (1) any employee of GSAM, GSAMI, or HFS (and any director, officer, general partner or employee of any company in a control relationship to GSAM, GSAMI or HFS) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Covered Security by an Investment Company, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship to the Adviser who obtains information concerning the recommendations made to an Investment Company with regard to the purchase or sale of a Covered Security by an Investment Company.

B.“Adviser” means each of GSAM, GSAMI and HFS and, so long as it serves as principal underwriter to any Investment Company, the Goldman Sachs Asset Management unit of GS&Co.

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C.“Automatic Investment Plan” means a program in which regular periodic purchases or withdrawals are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An Automatic Investment Plan includes a dividend reinvestment plan.

D.“Beneficial Ownership” of a security shall be interpreted in the same manner as it would be under
Rule 16a-1 (a) (2) under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

E.“Board of Trustees” means the board of trustees, directors or managers, including a majority of the disinterested trustees/directors/managers, of any Investment Company for which an Adviser serves as an investment adviser, sub-adviser or principal underwriter.

F.“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended (the “Investment Company Act”).  Section 2(a)(9) generally provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

G.“Covered Security” means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) or Section 2(a)(36) of the Investment Company Act, except that it does not include:  (1)  direct obligations of the Government of the United States;   (2) banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is in one of the two highest rating categories of a nationally recognized statistical rating organization), including repurchase agreements; (3) shares issued by money market funds registered under the Investment Company Act; (4) shares issued by open-end investment companies registered under the Investment Company Act other than Reportable Funds; and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies registered under the Investment Company Act, none of which are Reportable Funds.

H.“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to investment companies

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and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

I.“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act.

J.“Investment Company” means a company registered as such under the Investment Company Act, or any series thereof, for which the Adviser is the investment adviser, sub-adviser or principal underwriter.

K.“Investment Personnel” of the Adviser means (i) any employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by an Investment Company or (ii)  any natural person who controls the Adviser and who obtains information concerning recommendations made to an Investment Company regarding the purchase or sale of securities by an Investment Company.

L.A “Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933.

M.“Purchase or sale of Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security or any security that is exchangeable for or convertible into another security.

N.“Reportable Fund” means any investment company registered under the Investment Company Act for which the Adviser serves as an investment adviser as defined in Section 2(a)(20) of the Investment Company Act or any investment company registered under the Investment Company Act whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser or is under common control with the Adviser.

O.“Review Officer” means the officer of the Adviser designated from time to time by the Adviser to receive and review reports of purchases and sales by Access Persons.  The term “Alternative Review Officer” means the officer of the Adviser designated from time to time by the Adviser to receive and review reports of purchases and sales by the Review Officer, and who shall act in all respects in the manner prescribed herein for the Review Officer.  It is recognized that a different Review Officer and Alternative Review Officer may be designated with respect to each Adviser.

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P.“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of GSAM, GSAMI or HFS or other person who provides investment advice on behalf of GSAM, GSAMI or HFS and is subject to the supervision and control of GSAM, GSAMI or HFS.

Q.A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.  With respect to an analyst of the Adviser, the foregoing period shall commence on the day that he or she decides to recommend the purchase or sale of the security to the Adviser for an Investment Company.

R.A security is “held or to be acquired” if within the most recent 15 days it (1) is or has been held by the Investment Company, or (2) is being or has been considered by the Adviser for purchase by the Investment Company, and (3) includes any option to purchase or sell and any security convertible into or exchangeable for a security described in (1) or (2).

II.LEGAL REQUIREMENTS

Section 17(j) of the Investment Company Act provides, among other things, that it is unlawful for any affiliated person of the Adviser to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such affiliated person of any security held or to be acquired by an Investment Company in contravention of such rules and regulations as the Commission may adopt to define and prescribe means reasonably necessary to prevent such acts, practices or courses of business as are fraudulent, deceptive or manipulative.  Pursuant to Section 17(j), the Commission has adopted Rule 17j-1 which provides, among other things, that it is unlawful for any affiliated person of the Adviser in connection with the purchase or sale, directly or indirectly, by such person of a Covered Security held or to be acquired by an Investment Company:

(1)To employ any device, scheme or artifice to defraud such Investment Company;

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

(3)To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon any such Investment Company; or

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(4)To engage in any manipulative practice with respect to such Investment Company.

Similarly, Section 206 of the Investment Advisers Act provides that it is unlawful for any investment adviser, directly or indirectly:

(1)To employ any device, scheme or artifice to defraud any client or prospective client;

(2)To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client; or

(3)To engage in any act, practice or course of business which is fraudulent, deceptive or manipulative.

In addition, Section 204A of the Investment Advisers Act requires the Adviser to establish written policies and procedures reasonably designed to prevent the misuse in violation of the Investment Advisers Act or Securities Exchange Act or rules or regulations thereunder of material, non-public information by the Adviser or any person associated with the Adviser.  Pursuant to Section 204A, the Commission has adopted Rule 204A-1 which requires the Adviser to maintain and enforce a written code of ethics.

III.STATEMENT OF POLICY

It is the policy of the Adviser that the Adviser and its Supervised Persons shall comply with applicable Federal Securities Laws and that no Supervised Person shall engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1 under the Investment Company Act or Sections 204 and 206 of the Investment Advisers Act.  No Supervised Person shall engage in, or permit anyone within his or her control to engage in, any act, practice or course of conduct which would operate as a fraud or deceit upon, or constitute a manipulative practice with respect to, an Investment Company or other investment advisory clients or an issuer of any security owned by an Investment Company or other investment advisory clients.  In addition, the fundamental position of the Adviser is, and has been, that each Access Person shall place at all times the interests of each Investment Company and its shareholders and all other investment advisory clients first in conducting personal securities transactions.  Accordingly, private securities transactions by Access Persons of the Adviser must be conducted in a manner consistent with this Code and so as to avoid any actual or potential conflict of interest or any abuse of an Access Person’s position of trust and responsibility.  Further, Access Persons should not take inappropriate advantage of their positions with, or relationship to, any Investment Company, any other investment advisory client, the Adviser or any affiliated company.

Without limiting in any manner the fiduciary duty owed by Access Persons to the Investment Companies under the provisions of this Code, it should be noted that purchases and sales may be made by Access Persons in the marketplace of securities owned by the Investment

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Companies; provided, however, that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in, this Code.  Such personal securities transactions should also be made in amounts consistent with the normal investment practice of the person involved and with an investment, rather than a trading, outlook.  Not only does this policy encourage investment freedom and result in investment experience, but it also fosters a continuing personal interest in such investments by those responsible for the continuous supervision of the Investment Companies’ portfolios.  It is also evidence of confidence in the investments made.  In making personal investment decisions with respect to any security, however, extreme care must be exercised by Access Persons to ensure that the prohibitions of this Code are not violated.  Further, personal investing by an Access Person should be conducted in such a manner so as to eliminate the possibility that the Access Person’s time and attention is being devoted to his or her personal investments at the expense of time and attention that should be devoted to management of an Investment Company’s or other investment advisory client’s portfolio.  It bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate from scrutiny personal securities transactions which show a pattern of abuse by an Access Person of his or her fiduciary duty to any Investment Company or other investment advisory clients.

Every Supervised Person shall promptly report any violation of this Code of Ethics to the Adviser’s chief compliance officer and the Review Officer.

IV.EXEMPTED TRANSACTIONS

The Statement of Policy set forth above shall be deemed not to be violated by and the prohibitions of Section V.A(1) and (2) of this Code shall not apply to:

A.Purchases or sales of securities effected for, or held in, any account over which the Access Person has no direct or indirect influence or control;

B.Purchases or sales of securities which are not eligible for purchase or sale by an Investment Company or other investment advisory clients;

C.Purchases or sales of securities which are non-volitional on the part of the Access Person, an Investment Company or other investment advisory clients;

D.Purchases or sales of securities which are part of an Automatic Investment Plan provided that no adjustment is made by the Access Person to the rate at which securities are purchased or sold, as the case may be, under such a plan during any period in which the security is being considered for purchase or sale by an Investment Company or other investment advisory clients;

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

F.Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer’s acquisition of all of the securities of the same class;

G.Purchases or sales of publicly-traded shares of companies that have a market capitalization in excess of $5 billion;

H.Chief Investment Officer (“CIO”) signature approved de minimis per day purchases or sales ($50,000 or less) of publicly traded shares of companies that have a 10-day average daily trading volume of at least $1 million, subject to the following additional parameters:

(1)Access Persons must submit a current (same day) printout of a Yahoo Finance, Bridge or Bloomberg (or similar service) screen with the minimum 10-day average daily trading volume information indicated;

(2)No Access Person (together with related accounts) may own more than ½  of 1% of the outstanding securities of an issuer;

(3)Multiple trades of up to $50,000 on different days are permitted so long as each day the trade is approved; and

(4)A security purchased pursuant to this exemption must be held for a minimum of 360 days prior to sale unless it appears on the Adviser’s “$5 billion” Self Pre-Clearance Securities List or normal pre-clearance pursuant to Section VII of this Code is obtained, in which case the security must be held for at least 30 days prior to sale.

I.Purchases or sales of securities with respect to which neither an Access Person, nor any member of his or her immediate family as defined in Rule 16a-1(c) under the Exchange Act, has any direct or indirect influence, control or prior knowledge, which purchases or sales are effected for, or held in, a “blind account.” For this purpose, a “blind account” is an account over which an investment adviser exercises full investment discretion (subject to account guidelines) and does not consult with or seek the approval of the Access Person, or any member of his or her immediate family, with respect to such purchases and sales; and

J.Other purchases or sales which, due to factors determined by the Adviser, only remotely potentially impact the interests of an Investment Company or other investment advisory clients because the securities transaction involves a small

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number of shares of an issuer with a large market capitalization and high average daily trading volume or would otherwise be very unlikely to affect a highly institutional market.

V.PROHIBITED PURCHASES AND SALES

A.While the scope of actions which may violate the Statement of Policy set forth above cannot be exactly defined, such actions would always include at least the following prohibited activities:

(1)No Access Person shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his or her actual knowledge at the time of such purchase or sale the Covered Security:

(i)is being considered for purchase or sale by an Investment Company or other investment advisory clients; or

(ii)is being purchased or sold by an Investment Company or other investment advisory clients.

(2)No Access Person shall enter an order for the purchase or sale of a Covered Security which an Investment Company or other investment advisory clients is purchasing or selling or considering for purchase or sale until the later of (i) the day after the Investment Company’s or other investment advisory clients’ transaction in that Covered Security is completed or (ii) such time as the Investment Company or other investment advisory clients is no longer considering the security for purchase or sale, unless the Review Officer determines that it is clear that, in view of the nature of the Covered Security and the market for such Covered Security, the order of the Access Person will not adversely affect the price paid or received by the Investment Company or other investment advisory clients.  Any securities transactions by an Access Person in violation of this Subsection 2 must be unwound, if possible, and the profits, if any, will be subject to disgorgement based on the assessment of the appropriate remedy as determined by the Adviser.

(3)No Access Person shall, in the absence of prior approval by the Review Officer, sell any Covered Security that was purchased, or purchase a Covered Security that was sold, within the prior 30 calendar days (measured on a last-in first-out basis).

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B.In addition to the foregoing, the following provisions will apply to Access Persons of the Adviser:

(1)No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of an Investment Company or other investment advisory clients) any information regarding securities transactions by an Investment Company or other investment advisory clients or consideration by an Investment Company or other investment advisory clients or the Adviser of any such securities transaction.

(2)Access Persons must, as a regulatory requirement and as a requirement of this Code, obtain prior approval before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering.  In addition, Access Persons must comply with any additional restrictions or prohibitions that may be adopted by the Adviser from time to time.

C.In addition to the foregoing, the following provision will apply to Investment Personnel of the Adviser:

(1)No Investment Personnel shall accept any gift or personal benefit valued in excess of such de minimis amount established by the Adviser from time to time in its discretion (currently this amount is $100 annually) from any single person or entity that does business with or on behalf of an Investment Company or other investment advisory clients.  Gifts of a de minimis value (currently these gifts are limited to gifts whose reasonable value is no more than $100 annually from any single person or entity), and customary business lunches, dinners and entertainment at which both the Investment Personnel and the giver are present, and promotional items of de minimis value may be accepted.  Any solicitation of gifts or gratuities is unprofessional and is strictly prohibited.

(2)No Investment Personnel shall serve on the board of directors of any publicly traded company, absent prior written authorization and determination by the Review Officer that the board service would be consistent with the interests of the Investment Companies and their shareholders or other investment advisory clients.  Such interested Investment Personnel may not participate in the decision for any Investment Company or other investment advisory clients to purchase and sell securities of such company.

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VI.BROKERAGE ACCOUNTS

Access Persons are required to direct their brokers to supply for the Review Officer on a timely basis duplicate copies of confirmations of all securities transactions in which the Access Person has a beneficial ownership interest and related periodic statements, whether or not one of the exemptions listed in Section IV applies.  If an Access Person is unable to arrange for duplicate copies of confirmations and periodic account statements to be sent to the Review Officer, he or she must immediately notify the Review Officer.

VII.PRECLEARANCE PROCEDURE

With such exceptions and conditions as the Adviser deems to be appropriate from time to time and consistent with the purposes of this Code (for example, exceptions based on an issuer’s market capitalization, the amount of public trading activity in a security, the size of a particular transaction or other factors), prior to effecting any securities transactions in which an Access Person has a beneficial ownership interest, the Access Person must receive approval by the Adviser.  Any approval is valid only for such number of day(s) as may be determined from time to time by the Adviser.  If an Access Person is unable to effect the securities transaction during such period, he or she must re-obtain approval prior to effecting the securities transaction.

The Adviser will decide whether to approve a personal securities transaction for an Access Person after considering the specific restrictions and limitations set forth in, and the spirit of, this Code of Ethics, including whether the security at issue is being considered for purchase or sale for an Investment Company or other investment advisory clients.  The Adviser is not required to give any explanation for refusing to approve a securities transaction.

VIII.REPORTING

A.Every Access Person shall report to the Review Officer the information:  (1) described in Section VIII-C of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires or disposes of, any direct or indirect beneficial ownership in the Covered Security, and (2) described in Sections VIII-D or VIII-E of this Code with respect to securities holdings beneficially owned by the Access Person.

B.Notwithstanding Section VIII-A of this Code, an Access Person need not make a report to the extent the information in the report would duplicate information recorded pursuant to Rule 204-2(a)(13) under the Investment Advisers Act or if the report would duplicate information contained in broker trade confirmations or account statements so long as the Adviser receives confirmations or statements no later than 30 days after the end of the applicable calendar quarter.  The quarterly transaction reports required under Section VIII-A(1) shall be deemed made with respect to (1) any account where the Access Person has made provision for transmittal of all daily trading information regarding the account to be delivered

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to the designated Review Officer for his or her review or (2) any account maintained with the Adviser or an affiliate.  With respect to Investment Companies for which the Adviser does not act as investment adviser or sub-adviser, reports required to be furnished by officers and trustees or managers of such Investment Companies who are Access Persons of the Adviser must be made under Section VIII-C of this Code and furnished to the designated review officer of the relevant investment adviser.

C.Quarterly Transaction and New Account Reports.  Unless quarterly transaction reports are deemed to have been made under Section VIII-B of this Code, every quarterly transaction report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(1)The date of the transaction, the title, and as applicable the exchange ticker or CUSIP number, the interest rate and maturity date, class and the number of shares, and the principal amount of each Covered Security involved;

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

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

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

(5)The date that the report was submitted by the Access Person; and

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

(a)The name of the broker, dealer or bank with whom the Access Person established the account;

(b)The date the account was established; and

(c)The date that the report was submitted by the Access Person.

D.Initial Holdings Reports.  No later than 10 days after becoming an Access Person, each Access Person must submit a report containing the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

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(1)The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

(2)The name of any broker, dealer or bank with which the Access Person maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of the Access Person; and

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

E.Annual Holdings Reports.  Between January 1^st and January 30^th of each calendar year, every Access Person shall submit the following information (which information must be current as of a date no more than 45 days before the report is submitted):

(1)The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

(2)The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities (not just Covered Securities) are held for the direct or indirect benefit of the Access Person; and

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

F.These reporting requirements shall apply whether or not one of the exemptions listed in Section IV applies except that:  (1) an Access Person shall not be required to make a report with respect to securities transactions effected for, and any Covered Securities held in, any account over which such Access Person does not have any direct or indirect influence or control; and (2) an Access Person need not make a quarterly transaction report with respect to the transactions effected pursuant to an Automatic Investment Plan.

G.Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that (1) he or she has or had any direct or indirect beneficial ownership in the Covered Security to which the report relates (a “Subject Security”) or (2) he or she knew or should have known that the Subject Security was being purchased or sold, or considered for purchase or sale, by an Investment Company or other investment advisory clients on the same day.

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IX.APPROVAL OF CODE OF ETHICS AND AMENDMENTS TO THE CODE OF ETHICS

The Board of Trustees of each Investment Company shall approve this Code of Ethics.  Any material amendments to this Code of Ethics must be approved by the Board of Trustees of each Investment Company no later than six months after the adoption of the material change. Before their approval of this Code of Ethics and any material amendments hereto, the Adviser shall provide a certification to the Board of Trustees of each such Investment Company that the Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

X.ANNUAL CERTIFICATION OF COMPLIANCE

Each Supervised Person shall certify to the Review Officer annually on the form annexed hereto as Form A that he or she (A) has read and understands this Code of Ethics and any procedures that are adopted by the Adviser relating to this Code, and recognizes that he or she is subject thereto; (B) has complied with the requirements of this Code of Ethics and such procedures; and (C)  if an Access Person, has disclosed or reported all personal securities transactions and beneficial holdings in Covered Securities required to be disclosed or reported pursuant to the requirements of this Code of Ethics and any related procedures.

XI.CONFIDENTIALITY

All reports of securities transactions, holding reports and any other information filed with the Adviser pursuant to this Code shall be treated as confidential, except that reports of securities transactions and holdings reports hereunder will be made available to the Investment Companies and to the Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation or to the extent the Adviser considers necessary or advisable in cooperating with an investigation or inquiry by the Commission or any other regulatory or self-regulatory organization.

XII.REVIEW OF REPORTS

A.The Review Officer shall be responsible for the review of the quarterly transaction reports required under VIII-C, and the initial and annual holdings reports required under Sections VIII-D and VIII-E, respectively, of this Code of Ethics.  In connection with the review of these reports, the Review Officer or the Alternative Review Officer shall take appropriate measures to determine whether each reporting person has complied with the provisions of this Code of Ethics and any related procedures adopted by the Adviser.  Any violations of the Code of Ethics shall be reported promptly to the Adviser’s chief compliance officer by the Review Officer, or Alternate Review Officer, as applicable.

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B.On an annual basis, the Review Officer shall prepare for the Board of Trustees of each Investment Company and the Board of Trustees of each Investment Company shall consider:

(1)A report which describes any issues arising under this Code or any related procedures adopted by the Adviser including without limitation information about material violations of the Code and sanctions imposed in response to material violations.  An Alternative Review Officer shall prepare reports with respect to compliance by the Review Officer;

(2)A report identifying any recommended changes to existing restrictions or procedures based upon the Adviser’s experience under this Code, evolving industry practices and developments in applicable laws or regulations; and

(3)A report certifying to the Board of Trustees that the Adviser has adopted procedures that are reasonably necessary to prevent Access Persons from violating this Code of Ethics.

XIII.SANCTIONS

Upon discovering a violation of this Code, the Adviser may impose such sanction(s) as it deems appropriate, including, among other things, a letter of censure, suspension or termination of the employment of the violator and/or restitution to the affected Investment Company or other investment advisory client of an amount equal to the advantage that the offending person gained by reason of such violation.  In addition, as part of any sanction, the Adviser may require the Access Person or other individual involved to reverse the trade(s) at issue and forfeit any profit or absorb any loss from the trade.  It is noted that violations of this Code may also result in criminal prosecution or civil action.  All material violations of this Code and any sanctions imposed with respect thereto shall be reported periodically to the Board of Trustees of the Investment Company with respect to whose securities the violation occurred.

XIV.INTERPRETATION OF PROVISIONS

The Adviser may from time to time adopt such interpretations of this Code as it deems appropriate.

XV.IDENTIFICATION OF ACCESS PERSONS AND INVESTMENT PERSONNEL; ADDITIONAL DISTRIBUTION TO SUPERVISED PERSONS

The Adviser shall identify all persons who are considered to be Access Persons and Investment Personnel, and shall inform such persons of their respective duties and provide them with copies of this Code and any related procedures or amendments to this Code adopted by the Adviser.  In addition, all Supervised Persons shall be provided with a copy of this Code and all

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amendments.  All Supervised Persons (including Access Persons) shall provide the Review Officer with a written acknowledgment of their receipt of the Code and any amendments.

XVI.EXCEPTIONS TO THE CODE

Although exceptions to the Code will rarely, if ever, be granted, a designated Officer of the Adviser, after consultation with the Review Officer, may make exceptions on a case by case basis, from any of the provisions of this Code upon a determination that the conduct at issue involves a negligible opportunity for abuse or otherwise merits an exception from the Code.  All such exceptions must be received in writing by the person requesting the exception before becoming effective.  The Review Officer shall report any exception to the Board of Trustees of the Investment Company with respect to which the exception applies at its next regularly scheduled Board meeting.

XVII.RECORDS

The Adviser shall maintain records in the manner and to the extent set forth below, which records may be maintained using micrographic or electronic storage medium under the conditions described in Rule 204-2(g) of the Investment Advisers Act and Rule 31a-2(f)(1) and Rule 17j-1 under the Investment Company Act, and shall be available for examination by representatives of the Commission.

A.A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved for a period of not less than five years in an easily accessible place;

B.A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

C.A copy of each initial holdings report, annual holdings report and quarterly transaction report made by an Access Person pursuant to this Code (including any brokerage confirmation or account statements provided in lieu of the reports) shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place;

D.A record of the names of all persons who are, or within the past five years have been, required to make initial holdings, annual holdings or quarterly transaction reports pursuant to this Code shall be maintained in an easily accessible place;

E.A record of all written acknowledgements for each person who is currently, or within the past five years was, required to acknowledge their receipt of this Code and any amendments thereto.  All acknowledgements for a person must be kept for

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the period such person is a Supervised Person of the Adviser and until five years after the person ceases to be a Supervised Person of the Adviser.

F.A record of the names of all persons, currently or within the past five years who are or were responsible for reviewing initial holdings, annual holdings or quarterly transaction reports shall be maintained in an easily accessible place;

G.A record of any decision and the reason supporting the decision to approve the acquisition by Access Person of Initial Public Offerings and Limited Offerings shall be maintained for at least five years after the end of the fiscal year in which the approval is granted; and

H.A copy of each report required by Section XII-B of this Code shall be maintained for at least five years after the end of the fiscal year in which it was made, the first two years in an easily accessible place.

XVIII.SUPPLEMENTAL COMPLIANCE AND REVIEW PROCEDURES

The Adviser may establish, in its discretion, supplemental compliance and review procedures (the “Procedures”) that are in addition to those set forth in this Code in order to provide additional assurance that the purposes of this Code are fulfilled and/or assist the Adviser in the administration of this Code. The Procedures may be more, but shall not be less, restrictive than the provisions of this Code.  The Procedures, and any amendments thereto, do not require the approval of the Board of Trustees of an Investment Company or other investment advisory clients.

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EX-99.(P)(3)

Exhibit 99.(p)(3)

Hotchkis and Wiley Capital Management

Compliance Manual

2 – Code of Ethics

2005-02

2 – CODE OF ETHICS

The personal trading and investment activities of employees of HWCM are the subject of various federal securities laws, rules and regulations.  Underlying these requirements is the fiduciary capacity in which HWCM acts for its clients.  As a fiduciary, HWCM has a duty of loyalty to clients that requires the firm to act in the best interests of its clients and always place clients’ interests first and foremost.

When HWCM employees invest for their own accounts, conflicts of interest may arise between clients and employees.  The conflicts may include an employee taking an investment opportunity from clients for the employee’s own portfolio, using an employee’s advisory position to take advantage of available investments or front running, which includes an employee trading before placing client transactions, thereby taking advantage of information or using client portfolio assets to have an effect on the market that is used to the employee’s benefit.

The securities laws and regulations that cover the personal trading and investment activities of advisory personnel include:  (a) the anti-fraud provisions (Section 206) of the Advisers Act that prohibit any scheme, practice, transaction or a course of business that operates as a fraud or deceit on a client;  (b) Form ADV and Rule 204-3 requirements that provide that an adviser disclose its practices and its interests in client transactions, among other things; (c) recordkeeping requirements (Rule 204-2(a)(12) of the Advisers Act) for the personal trading of advisory representatives; (d) Rule 17j-1 of the Investment Company Act of 1940 regarding the personal trading of access persons; and (e) Section 10(b) of the Exchange Act and Rule 10b-5 thereunder regarding the use of manipulative and deceptive devices.

HWCM shall not be deemed to have violated the provisions of the books and records rules because of its failure to record securities transactions of any advisory representative if HWCM establishes that it instituted adequate procedures and used reasonable diligence to obtain promptly reports of all transactions required to be recorded.

To implement its personal trading policies, HWCM has adopted the Code of Ethics included as Appendix 2-A.  All employees are required to preclear their personal trades (excluding certain exempt securities) by calling the Preclearance Hotline.  All requests are included in a preclearance log.  The preclearance log is reviewed by the Director of Research, Chief Executive Officer, Chief Operating Officer and CCO on a monthly basis.

Employee transactions in HWCM advised and subadvised funds are also subject to preclearance requirements.

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Appendix 2-A

JOINT CODE OF ETHICS

HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC

HOTCHKIS AND WILEY FUNDS

February 1, 2005

This Code of Ethics is adopted by Hotchkis and Wiley Capital Management, LLC (“HWCM”) and Hotchkis and Wiley Funds (the “Funds”) pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (“1940 Act”) and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).  Except where noted, the Code applies to all HWCM employees and all “Advisory Persons” (as defined in Rule 17j-1) of the Funds.

Section 1 – Statement of General Fiduciary Principles and Standard of Business Conduct

The Code of Ethics is based on the fundamental principle that HWCM and its employees must put client interests first.  As an investment adviser, HWCM has fiduciary responsibilities to its clients, including the Funds and any other investment companies for which it serves as an investment adviser or sub-adviser.  Among HWCM’s fiduciary responsibilities is the responsibility to ensure that its employees conduct their personal securities transactions in a manner which does not interfere or appear to interfere with any client transactions, or otherwise take unfair advantage of HWCM’s relationship to clients.  All employees must adhere to this fundamental principle as well as comply with the specific provisions set forth herein.

More generally, HWCM standards of business conduct are based on principals of openness, integrity, honesty and trust.  It bears emphasis that technical compliance with the Code of Ethics will not insulate from scrutiny transactions which show a pattern of compromise or abuse of an employee’s fiduciary responsibilities to the clients.  Accordingly, all employees must seek to avoid any actual or potential conflicts, or the appearance of such conflicts, between their personal interests and the interests of /clients.

Section 2 – Standards of Business Conduct

A.Compliance with Laws and Regulations

Employees must comply with applicable federal securities laws.  As part of this requirement, employees are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:

a.To defraud such client in any manner;

b.To mislead such client, including making a statement that omits material facts;

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c.To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;

d.To engage in any manipulative practice with respect to such client; or

e.To engage in any manipulative practice with respect to securities, including price manipulation.

B.Conflicts of Interest

As a fiduciary, HWCM has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients.  Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client.  Employees must try to avoid situations that have even the appearance of conflict or impropriety.

Conflicts Among Client Interests.  Conflicts of interest may arise where the firm or its employees have reason to favor the interest of one client over another (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated).  HWCM prohibits inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

Competing with Client Trades.  Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities.  Conflicts raised by personal securities transactions are also addressed more specifically in Section 3.

C.Insider Trading Policy

Employees are prohibited from buying or selling any security while in the possession of material nonpublic information about the issuer of the security. Material information is generally defined as information that a reasonable investor would likely consider important in making his or her investment decision or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information is nonpublic unless it has been effectively communicated to the market place.  It is the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to HWCM’s securities recommendations and client securities holdings and transactions.

Employees are also prohibited from communicating to third parties any material nonpublic information about any security or issuer of securities.  Additionally, no employee may use inside information about HWCM activities to benefit any client or to gain personal benefit.  Any violation may result in sanctions, which could include termination of employment with HWCM.  (See Section 9—Sanctions.)

For more information regarding HWCM’s Insider Trading Policy, see the Code of Conduct in Tab 3 of the Compliance Manual.

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Section 3 - - Restrictions Relating to Securities Transactions

A. General Trading Restrictions for all Employees

The following restrictions apply to all employees:

1.Employee Reporting.  All employees are subject to the reporting requirements described in Section 5.  These requirements extend to accounts of  employees’ spouses, dependent relatives, trustee and custodial accounts or any other account in which the employee has a financial interest or over which the employee has investment discretion (other than HWCM managed separate accounts).

2.Preclearance.  All employees must obtain written approval from the Chief Compliance Officer (‘CCO”) or preclearance delegatee prior to entering any securities transaction (with the exception of exempted securities as listed in Section 4) in all accounts.  Approval of a transaction, once given, is effective for 3 business days, including the day approval was granted (unless otherwise specified in the written approval), or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate.  Any transaction not completed within the 3 day (or other specified) time period will require reapproval.

Transactions in the Funds or other mutual funds advised or sub-advised by HWCM need preclearance.  Setting up systematic contributions and/or withdrawals also needs preclearance, but subsequent systematic transactions do not need preclearance.  Exchanges into and out of an HWCM-advised mutual fund in the Hotchkis and Wiley 401(k) plan need preclearance.  A change in percentage allocation for future contribution in an HWCM-advised mutual fund  in the HWCM 401(k) plan does not need preclearance.

Employees may preclear trades only in cases where they have a present intention to transact in the security for which preclearance is sought.  It is HWCM’s view that it is not appropriate for an employee to obtain a general or open-ended preclearance to cover the eventuality that he or she may buy or sell a security at some point on a particular day depending upon market developments.  This requirement would not prohibit a price limit order, provided that the employee has a present intention to effect a transaction at such price.  Consistent with the foregoing, an employee may not simultaneously request preclearance to buy and sell the same security.

Personal trades of Compliance employees must be precleared by another person from the Compliance Department.

3.Restrictions on Transactions.  No employee may purchase or sell any security which at the time is being purchased or sold, or to the employee’s knowledge is

4

being considered for purchase or sale, by any Fund, or other mutual fund or separate account managed by HWCM (each, an “HWCM Client”).

4.Restrictions on Related Securities.  The restrictions and procedures applicable to the transactions in securities by employees set forth in this Code of Ethics shall similarly apply to securities that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the security purchased or sold or being contemplated for purchase or sale during the relevant period by an HWCM Client.  For example, options or warrants to purchase common stock, and convertible debt and convertible preferred stock of a particular issuer would be considered related to the underlying common stock of that issuer for purposes of this policy.  In sum, the related security would be treated as if it were the underlying security for the purpose of the pre-clearance procedures described herein.

5.Private Placements.  Employee purchases and sales of “private placement” securities (including all private equity partnerships, hedge funds, limited partnership or venture capital funds) must be precleared directly with the CCO or a preclearance delegatee.  No employee may engage in any such transaction unless the CCO or a preclerance delegatee and the employee’s manager have each previously determined in writing that the contemplated investment does not involve any potential for conflict with the investment activities of any HWCM Client.

If, after receiving the required approval, an employee has any material role in the subsequent consideration by any HWCM Client of an investment in the same or affiliated issuer, the employee must disclose his or her interest in the private placement investment to the CCO and the employee’s manager.  The decision to purchase securities of the issuer by an HWCM Client account must be independently reviewed and authorized by the employee’s manager.

6.Initial Public Offerings.  Employees are prohibited from acquiring any securities in an initial public offering.

7.Blackout Periods.  Employees may not buy or sell a security within 7 calendar days either before or after a target percentage purchase or sale of the same or related security by an HWCM Client account (excluding cash flow trades).  For example, if a Fund trades a security on day 0, day 8 is the first day an employee may trade the security for his or her own account.  Personal trades for employees, however, shall have no effect on an HWCM Client account’s ability to trade.

8.Establishing Positions Counter to HWCM Client Positions.  An employee may not establish a long position in his or her personal account in a security if an HWCM Client account would benefit from a decrease in the value of such security.  For example, an employee would be prohibited from establishing a long position if (1) a Fund holds a put option on such security (aside from a put

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purchased for hedging purposes where the Fund holds the underlying security); (2) the Fund has written a call option on such security; or (3) the Fund has sold such security short, other than “against-the-box.”

Employees may not purchase a put option or write a call option where an HWCM Client account holds a long position in the underlying security.  Employees may not short sell any security where an HWCM Client account holds a long position in the same security or where such HWCM Client account otherwise maintains a position in respect of which the HWCM Client account would benefit from an increase in the value of the security.  This restriction does not apply to exchange traded funds which may be used by an HWCM Client account to equitize cash.

9.Prohibition on Short-Term Profits.  Employees are prohibited from profiting on any sale and subsequent purchase, or any purchase and subsequent sale, of the same (or equivalent) securities occurring within 60 calendar days (“short-term profit”).  This holding period also applies to all permitted option transactions; therefore, for example, an employee may not purchase or write an option if the option will expire in less than 60 days (unless such a person is buying or writing an option on a security that he or she has held more than 60 days).  In determining short-term profits, all transactions within a 60-day period in all accounts related to the employee will be taken into consideration in determining short-term profits, regardless of his or her intentions to do otherwise (e.g., tax or other trading strategies).  Should an employee fail to preclear a trade that results in a short-term profit, the trade would be subject to reversal with all costs and expenses related to the trade borne by the employee, and he or she would be required to disgorge the profit.  Transactions not required to be precleared under Section 3 will not be subject to this prohibition.  Exchanges between the Funds and other HWCM-advised mutual funds within the HWCM 401(k) plan also are not subject to this prohibition.  However, transactions in direct holdings of the Funds and other HWCM-advised mutual funds are subject to this prohibition, excluding accounts with systematic contributions and/or withdrawals.

B.Trading Restrictions for Independent Trustees of a Fund

The following restrictions apply only to Independent Trustees of a Fund (i.e., any Trustee who is not an “interested person” of a Fund, within the meaning of the 1940 Act):

1.Restrictions on Purchases.  No Independent Trustee may purchase any security which, to the Trustee’s knowledge at the time, is being purchased or is being considered for purchase by a Fund for which he or she is a Trustee.

2.Restrictions on Sales.  No Independent Trustee may sell any security which, to the Trustee’s knowledge at the time, is being sold or is being considered for sale by any Fund for which he or she is a Trustee.

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3.Restrictions on Trades in Securities Related in Value.  The restrictions applicable to the transactions in securities by Independent Trustees shall similarly apply to securities that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the security purchased or sold by any Fund for which he or she is a Trustee (see Section 3.A.4.).

Section 4 - - Exempted Transactions/Securities

HWCM has determined that the following securities transactions do not present the opportunity for improper trading activities that Rule 17j-1 and Rule 204A-1 are designed to prevent; therefore, the restrictions set forth in Section 3 (including preclearance, prohibition on short-term profits and blackout periods) shall not apply.

A.Purchases or sales in an account over which the employee has no direct or indirect influence or control (e.g., an account managed on a fully discretionary basis by an investment adviser or trustee).

B.Purchases or sales of direct obligations of the U.S. Government.

C.Purchases or sales of bank certificates, bankers acceptances, commercial paper and other high quality short-term debt instruments, including repurchase agreements.

D.Purchases or sales of open-end registered investment companies (including money market funds), variable annuities and unit investment trusts, excluding the Funds and other mutual funds advised or sub-advised by HWCM.  However, all ETFs and unit investment trusts (other than SPDRs) must be precleared.

E.Employer stock purchased and sold through employer-sponsored benefit plans in which the spouse of an HWCM employee may participate (e.g., employee stock purchase plans or 401(k) plans) and sales of employer stock (or the exercise of stock options) that is received as compensation by an HWCM employee’s spouse.

F.Purchases or sales which are non-volitional on the part of the employee (e.g., an in-the-money option that is automatically exercised by a broker; a security that is called away as a result of an exercise of an option; or a security that is sold by a broker, without employee consultation, to meet a margin call not met by the employee).

G.Purchases which are made by reinvesting cash dividends pursuant to an automatic dividend reinvestment plan.

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

I.Purchases or sales of commodities, futures (including currency futures and futures on broad-based indices), options on futures and options on broad-based indices.

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Currently, “broad-based indices” include only the S&P 100, S&P 500, FTSE 100 and Nikkei 225.

J.The receipt of a bona fide gift of securities.  (Donations of securities, however, require preclearance.)

Section 5 – Reporting by Employees

The requirements of this Section 5 apply to all employees.  The requirements will also apply to all transactions in the accounts of spouses, dependent relatives and members of the same household, trustee and custodial accounts or any other account in which the employee has a financial interest or over which the employee has investment discretion.  The requirements do not apply to securities acquired for accounts over which the employee has no direct or indirect control or influence.

Employees are deemed to have complied with the requirements of Section 6.B. and C. provided that the Compliance Department receives duplicate statements and confirmations and such statements and confirms contain all of the information required in Section 5.B and C.  Employees who do not have any brokerage accounts are not required to submit a quarterly report noting that they have not transacted in reportable securities.  However, they are required to confirm annually that they do not have any brokerage accounts.

With respect to exempt securities referred to in Section 4 which do not require preclearance/reporting, employees must nonetheless report those exempt securities defined in Section 4.D.-J as described below, except mutual funds not advised by HWCM.

Employees who effect reportable transactions outside of a brokerage account (e.g., optional purchases or sales through an automatic investment program directly with an issuer) will be deemed to have complied with this requirement by preclearing transactions with the Compliance Department and by reporting their holdings quarterly on the “Personal Securities Holdings” form, as required by the Compliance Department.

A.Initial Holdings Report.  Each new employee will be given a copy of this Code of Ethics upon commencement of employment.  All new employees must disclose their personal securities holdings to the Compliance Department within 10 days of commencement of employment with HWCM.  (Similarly, securities holdings of all new related accounts must be reported to the Compliance Department within 10 days of the date that such account becomes related to the employee.)  Information must be current as of a date no more than 45 days prior to the date the report was submitted.

1.Initial holdings reports must identify the title and type of the security (including, as applicable, the exchange ticker symbol or CUSIP number), number of shares, and principal amount with respect to each security holding.  Within 10 days of commencement of employment, each employee shall file an Acknowledgement

8

stating that he or she has been supplied a copy of and has read and understands the provisions of the Code.

2.The name of any broker, dealer or bank with whom the employee maintained an account in which any securities were held for the direct and indirect benefit of the employee as of the date the individual became an employee; and

3.The date that the report is submitted by the employee.

B.Quarterly Transaction Report.   All employees must submit no later than thirty (30) calendar days following the end of each quarter a list of all securities transacted during the quarter.

1.Each employee shall report all transactions in securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership.  Reports shall be filed with the Compliance Department quarterly.  Each employee must also report any personal securities accounts established during the quarter.  The CCO shall submit confidential quarterly reports with respect to his or her own personal securities transactions and personal securities accounts established to an officer designated to receive his or her reports, who shall act in all respects in the manner prescribed herein for the CCO.

2.Every report shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i)The date of the transaction, the title security (including, as applicable, the exchange ticker symbol or CUSIP number), the interest rate and maturity (if applicable), the number of shares and principal amount of each security involved;

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

(iii)The price of the security at which the transaction was effected;

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

(v)The date the report is submitted by the employee; and

(vi)With respect to any personal securities account established during the quarter, the broker, dealer or bank with whom the account was established, and the date the account was established.

3.In the event the employee has no reportable items during the quarter, the report should be so noted and returned signed and dated.

C.Annual Holdings Report.  All employees must submit an annual holdings report reflecting holdings as of a date no more than 45 days before the report is submitted.  As indicated above, employees who provide monthly statements directly from their

9

brokers/dealers are deemed to have automatically complied with this requirement, provided the reports contain all required information set forth in Section 5.A above.

D.Annual Certification of Compliance; Amendments to Code.  All HWCM employees must certify annually to the Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics.  All HWCM employees must receive and  acknowledge receipt of any material amendments to the Code of Ethics.

E.Review of Transactions and Holdings Reports.  All transactions reports and holdings reports will be reviewed by Compliance personnel according to procedures established by the Compliance Department.

Section 6 – Reporting by Independent Trustees of the Funds

An Independent Trustee of the Funds need only report a transaction in a security if the Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling the official duties of a Trustee of the Funds, should have known that, during the 15-day period immediately preceding the date of the transaction by the Trustee, the security was purchased or sold by any Fund or was being considered for purchase or sale by any Fund for which he or she is a Trustee.  In reporting such transactions, Independent Trustees must provide:  the date of the transaction, a complete description of the security, number of shares, principal amount, nature of the transaction, price, commission, and name of broker/dealer through which the transaction was effected.

As indicated in Section 5.D. for employees, Independent Trustees of the Funds are similarly required to certify annually to the Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics.

Section 7 – Approval and Review by Board of Trustees

The Board of Trustees of the Funds, including a majority of Trustees who are Independent Trustees, must approve this Code of Ethics.  Additionally, any material changes to this Code must be approved by the Board within six months after adoption of any material change.  The Board must base its approval of the Code and any material changes to the Code on a determination that the Code contains provisions reasonably necessary to prevent employees from engaging in any conduct prohibited by Rule 17j-1.  Prior to approving the Code or any material change to the Code, the Board must receive a

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certification from the Funds and HWCM that each has adopted procedures reasonably necessary to prevent employees from violating the Code of Ethics.

Section 8 – Review of HWCM Annual Report

At least annually, the Funds and HWCM must furnish to the Funds’ Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code of Ethics or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code of Ethics or procedures and sanctions imposed in response to the material violations and (2) certifies that the Funds and HWCM have adopted procedures reasonably necessary to prevent HWCM employees from violating this Code of Ethics.

Section 9 - - Sanctions

Potential violations of the Code of Ethics must be brought to the attention of the CCO or her designee, will be investigated and, if appropriate, sanctions will be imposed.  Upon completion of the investigation, if necessary, the matter may also be reviewed by the Chief Executive Officer and Chief Operating Officer, which will determine whether any further sanctions should be imposed.  Sanctions may include, but are not limited to, a letter of caution or warning, reversal of a trade, disgorgement of a profit or absorption of costs associated with a trade, supervisor approval to trade for a prescribed period, fine or other monetary penalty, suspension of personal trading privileges, suspension of employment (with or without compensation), and termination of employment.

Section 10 – Reporting Violations; Exceptions

All employees are required to report any violation of this Code of Ethics by any person to the CCO immediately upon first becoming aware of such violation.  Failure to report violations may result in any of the sanctions described in Section 9, including termination of employment.

An exception to any of the policies, restrictions or requirements set forth herein may be granted only upon a showing by the employee to the Chief Executive Officer and Chief Operating Officer that such employee would suffer extreme financial hardship should an exception not be granted.  A transaction in a security, a change in the employee’s investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for a waiver.

Section 11 – Recordkeeping

HWCM will maintain all records relevant to this Code of Ethics as required under the Advisers Act and the 1940 Act.

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EX-99.(P)(4)

Exhibit 99.(p)(4)

Code of Ethics

of

•Banc One High Yield Partners, LLC

•Banc One Investment Advisors Corporation

•DVCMM LLC

•J.P. Morgan Alternative Asset Management, Inc.

•J.P. Morgan Fleming Asset Management (London) Limited

•J.P. Morgan Investment Management Inc.

•Security Capital Research & Management Incorporated

(collectively, “JPMFAM”)

Effective February 1, 2005

Code of Ethics

JPMorgan Fleming Asset Management

Table of Contents

1.	Introduction and Standards		1
	1.1.	Adoption of the Code of Ethics	1
	1.2.	Standards of Business Conduct	1
	1.3.	General Definitions	2
2.	Reporting Requirements		3
	2.1.	Holdings Reports	3
		2.1.1.  Content of Holdings Reports	4
		2.1.2.  Timing of Holdings Reports	4
	2.2.	Transaction Reports	4
		2.2.1.  Content of Transaction Reports	4
		2.2.2.  Timing of Transaction Reports	4
	2.3.	Consolidated Report	5
	2.4.	Exceptions from Reporting Requirements	5
3.	Pre-approval of Certain Investments		5
4.	Additional Restrictions and Corrective Action under the Personal Trading Policy and other related Policies and Procedures		5
	4.1.	Designated Broker Requirement	5
	4.2.	Blackout Provisions	5
	4.3.	Minimum Investment Holding Period and Market Timing Prohibition	6
	4.4.	Trade Reversals and Disciplinary Action	6
5.	Books and Records to be Maintained by Investment Advisers		6
6.	Confidentiality		7
7.	Conflicts of Interest		7
	7.1.	Trading in Securities of Clients	7
	7.2.	Trading in Securities of Suppliers	7
	7.3.	Gifts	7
	7.4.	Entertainment	7
	7.5.	Political and Charitable Contributions	8
	7.6.	Outside Business Activities	8

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1.Introduction and Standards

1.1.Adoption of the Code of Ethics

This Code of Ethics for JPMFAM (the “Code”) has been adopted by the registered investment advisers named on the cover hereof in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”).  Rule 204A-1 requires, at a minimum, that an adviser’s code of ethics set forth standards of conduct, require compliance with federal securities laws and address personal trading by advisory personnel.

While all J.P. Morgan Chase & Co. (“JPMC”) staff, including JPMFAM Supervised Persons, as defined below, are subject to the personal trading policies under the JPMC Code of Conduct, the JPMFAM Code establishes more stringent standards reflecting the fiduciary obligations of JPMFAM and its Supervised Persons.  Where matters are addressed by both the JPMC Code of Conduct and this Code, Supervised Persons of JPMFAM must observe and comply with the stricter standards set forth in this Code.

JPMFAM hereby designates the staff of its Compliance Department to act as designees for the respective chief compliance officers of the JPMFAM registered investment advisers (“CCO”) in administering this Code.  Anyone with questions regarding the Code or its application should contact the Compliance Department.

1.2.Standards of Business Conduct

It is the duty of all Supervised Persons to place the interests of JPMFAM clients before their own personal interests at all times and avoid any actual or potential conflict of interest.  Given the access that Supervised Persons may have to proprietary and client information, JPMFAM and its Supervised Persons must avoid even the appearance of impropriety with respect to personal trading, which must be oriented toward investment rather than short-term or speculative trading.  Supervised Persons must also comply with applicable federal securities laws and report any violations of the Code promptly to the Compliance Department, which shall report any such violation promptly to the CCO.

Access Persons, as defined below, must report, and JPMFAM must review, their personal securities transactions and holdings periodically.  See section 2. Reporting Requirements and the JPMFAM Personal Trading Policy, as defined below, for details regarding reporting procedures.

Compliance with the Code, and other applicable policies and procedures, is a condition of employment.  The rules, procedures, reporting and recordkeeping requirements contained in the Code are designed to prevent employees from violating the provisions of the Code.  Failure by a Supervised Person to comply with the Code may adversely impact JPMFAM and may constitute a violation of federal securities laws.

The Compliance Department shall distribute to each Supervised Person a copy of the Code and any amendments, receipt of which shall be acknowledged in writing by the Supervised Person.  Written acknowledgements shall be maintained by the Compliance Department in accordance with section 5. Books and Records to be Maintained by Investment Advisers.  The form of acknowledgment shall be determined by the Compliance Department.

At least annually, each CCO must review the adequacy of the Code and the policies and the procedures herein referenced.

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1.3.General Definitions

(a)Supervised Persons include:

(1)Any partner, officer, director (or other person occupying a similar status or performing similar functions) and employees of JPMFAM;

(2)All employees of entities affiliated with JPMFAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMFAM, sometimes referred to as “dual hatted” employees;

(3)Certain consultants as well as any other persons who provide advice on behalf of JPMFAM and are subject to JPMFAM’s supervision and control; and

(4)All Access Persons, as defined in paragraph (b).

(b)Access Persons include any partner, officer, director (or other person occupying a similar status or performing similar functions) of JPMFAM, as well as any other Supervised Person who:

(1)Has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any registered fund advised or sub-advised by JPMFAM; or

(2)Is involved in making securities recommendations to clients, including Funds, or who has access to such recommendations that are nonpublic.

(c)Associated Account refers to an account in the name or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest.  Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.

(d)Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An automatic investment plan includes a dividend reinvestment plan.

(e)Beneficial ownership is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934.  A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department.  Please note:  Any report required under section 2. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

(f)Client refers to any entity (e.g., person, corporation or Fund) for which JPMFAM provides a service or has a fiduciary responsibility.

(g)Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the

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Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

(h)Fund means an investment company registered under the 1940 Act.

(i)Initial public offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

(j)JPMFAM is an abbreviation for JPMorgan Fleming Asset Management, the marketing name for the asset management business of JPMorgan Chase & Co.  Within the context of this document, JPMFAM refers to the U.S. registered investment advisers of JPMorgan Fleming Asset Management identified on the cover of this Code.

(k)Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 thereunder.

(l)Personal Trading Policy refers to the Personal Trading Policy for JPMorgan Fleming Asset Management Americas and/or the Personal Investment Policy for JPMFAM Employees in EMEA, Asia and Japan, as applicable, and the procedures thereunder.

(m)Reportable Security means a security as defined under section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.  Also included in this definition are open-end mutual funds (except as noted below) and exchange traded funds.  Excluded from this definition are:

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

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

(3)Shares issued by money market funds; and

(4)Shares of other types of mutual funds, unless JPMFAM acts as the investment adviser, sub-adviser or principal underwriter for the Fund.

2.Reporting Requirements

2.1.Holdings Reports

Access Persons must submit to the Compliance Department a report, in the form designated by the Compliance Department, of the Access Person’s current securities holdings that meets the following requirements:

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2.1.1.Content of Holdings Reports

Each holdings report must contain, at a minimum:

(a)The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership;

(b)The name of any broker, dealer or bank with which the Access Person maintains an Associated Account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.); and

(c)The date the Access Person submits the report.

2.1.2.Timing of Holdings Reports

Access Persons must each submit a holdings report:

(a)No later than 10 days after the person becomes an Access Person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

(b)At least once each 12-month period thereafter on January 30, and the information must be current as of a date no more than 45 days prior to the date the report was submitted.

2.2.Transaction Reports

Access Persons must submit to the Compliance Department quarterly securities transactions reports, in the form designated by the Compliance Department, that meet the following requirements:

2.2.1.Content of Transaction Reports

Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

(a)The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

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

(c)The price of the security at which the transaction was effected;

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

(e)The date the Access Person submits the report.

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2.2.2.Timing of Transaction Reports

Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

2.3.Consolidated Report

At the discretion of the Compliance Department, the form of annual holdings report may be combined with the form of the concurrent quarterly transaction report, provided that such consolidated holdings and transaction report meets, at a minimum, the timing requirements of both such reports if submitted separately.

2.4.Exceptions from Reporting Requirements

An Access Person need not submit:

(a)Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

(b)A transaction report with respect to transactions effected pursuant to an automatic investment plan;

(c)A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Compliance Department holds in its records so long as the Compliance Department receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

3.Pre-approval of Certain Investments

Access Persons must obtain approval from the Compliance Department before they directly or indirectly acquire beneficial ownership in any security in an initial public offering or in a limited offering.  The Personal Trading Policy shall set forth the Compliance pre-clearance procedures as well as any exceptions to the pre-clearance requirement.

4.Additional Restrictions and Corrective Action under the Personal Trading Policy and other related Policies and Procedures

In furtherance of the standards for personal trading set forth herein, JPMFAM shall maintain a Personal Trading Policy with respect to the trading restrictions and corrective actions discussed under this section 4, and such other restrictions as may be deemed necessary or appropriate by JPMFAM.

4.1.Designated Broker Requirement

Any Associated Account, except as otherwise indicated in the Personal Trading Policy, must be maintained with a Designated Broker, as provided under the JPMC Code of Conduct and the Personal Trading Policy.

4.2.Blackout Provisions

The personal trading and investment activities of Supervised Persons are subject to particular scrutiny because of the fiduciary nature of the business.  Specifically, JPMFAM must avoid even the appearance that its Supervised Persons conduct personal transactions in a manner that conflicts with the firm’s investment activities on behalf of clients.  Towards this end, Supervised Persons may be restricted from conducting personal investment transactions during certain periods (“Blackout Periods”), and may be instructed to reverse previously completed personal investment transactions (see section 4.4).  Additionally, the Compliance Department may restrict

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the personal trading activity of any Supervised Person if such activity has the appearance of violating the intent of the blackout provision or is deemed to present a possible conflict of interest.

The Blackout Periods set forth in the Personal Trading Policy may reflect varying levels of restriction appropriate for different categories of Supervised Persons based upon their level of access to nonpublic client or proprietary information.

4.3.Minimum Investment Holding Period and Market Timing Prohibition

Supervised Persons are subject to a minimum holding period, as set forth under the Personal Trading Policy, for all transactions in Reportable Securities, as defined under section 1.3.

Supervised Persons are not permitted to conduct transactions for the purpose of market timing in any Reportable Security.  Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.

Please see the Personal Trading Policy for further details on transactions covered or exempted from the minimum investment holding period.

4.4.Trade Reversals and Disciplinary Action

Transactions by Supervised Persons are subject to reversal due to a conflict (or appearance of a conflict) with the firm’s fiduciary responsibility or a violation of the Code or the Personal Trading Policy.  Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of black out period requirements under the Personal Trading Policy.

Disciplinary actions resulting from a violation of the Code will be administered in accordance with related JPMFAM policies governing disciplinary action and escalation.  All violations and disciplinary actions will be reported promptly by the Compliance Department to the JPMFAM CCO.  Violations will be reported at least quarterly to the firm’s executive committee and, where applicable, to the directors or trustees of an affected Fund.

Violations by Supervised Persons of any laws that relate to JPMFAM’s operation of its business or any failure to cooperate with an internal investigation may result in disciplinary action up to and including immediate dismissal and, if applicable, termination of registration.

5.Books and Records to be Maintained by Investment Advisers

(a)A copy of this Code and any other code of ethics adopted by JPMFAM pursuant to Rule 204A-1 that has been in effect during the past five years;

(b)A record of any violation of the Code, and any action taken as a result of that violation;

(c)A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMFAM;

(d)A record of each report made by an Access Person as required under section 2. Reporting Requirements;

(e)A record of the names of persons who are currently, or within the past five years were, Access Persons;

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(f)A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Access Persons under section 3. Pre-approval of Certain Investments, for at least five years after the end of the fiscal year in which the approval is granted; and

(g)Any other such record as may be required under the Code or the Personal Trading Policy.

6.Confidentiality

Supervised Persons have a special responsibility to protect the confidentiality of information related to customers.  This responsibility may be imposed by law, may arise out of agreements with customers, or may be based on policies or practices adopted by the firm.  Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers.  Various business units and geographic areas within JPMC have internal policies regarding customer privacy.

The foregoing notwithstanding, JPMFAM and its Supervised Persons must comply with all provisions under the Bank Secrecy Act, the USA Patriot Act and all other applicable federal securities laws, as well as applicable anti-money laundering and know your client policies and procedures of JPMFAM and JPMC.

7.Conflicts of Interest

With regards to each of the following restrictions, more detailed guidelines may be found under the applicable JPMFAM policy and/or the JPMC Code of Conduct.

7.1.Trading in Securities of Clients

Supervised Persons should not invest in any securities of a client with which the Supervised Person has or recently had significant dealings or responsibility on behalf of JPMFAM if such investment could be perceived as based on confidential information.

7.2.Trading in Securities of Suppliers

Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMFAM may not invest in the securities of such supplier.  If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must:

(a)Disclose this fact to your department head and the Compliance Department; and

(b)Obtain prior approval from the Compliance Department before selling such securities.

7.3.Gifts

A conflict of interest occurs when the personal interests of Supervised Persons interfere or could potentially interfere with their responsibilities to the firm and its clients.  Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm.  Similarly, Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the Supervised Person.  More specific guidelines are set forth under the gifts and entertainment policy of JPMFAM and under the JPMC Code of Conduct.

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7.4.         Entertainment

No Supervised Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of JPMFAM.  Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present, and only to the extent that such entertainment is permissible under both the gifts and entertainment policy of JPMFAM and the JPMC Code of Conduct

7.5.Political and Charitable Contributions

Supervised Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities.  In addition, Supervised Persons are prohibited from considering JPMFAM’s current or anticipated business relationships as a factor in soliciting political or charitable donations.  Additional restrictions, disclosures and other requirements regarding political activities are described under the JPMC Code of Conduct.

7.6.Outside Business Activities

A Supervised Person’s outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Person’s duties to the firm or its clients.  Supervised Persons must be alert to potential conflicts of interest and be aware that they may be asked to discontinue any outside activity if a potential conflict arises.  Supervised Persons may not, directly or indirectly:

(a)Accept a business opportunity from someone doing business or seeking to do business with JPMFAM that is made available to the Supervised Person because of the individual’s position with the firm.

(b)Take for oneself a business opportunity belonging to the firm.

(c)Engage in a business opportunity that competes with any of the firm’s businesses.

More specific guidelines are set forth under the conflicts of interest policy of JPMFAM and under the JPMC Code of Conduct.  Procedures and forms for pre-clearance of these activities by the Office of the Secretary of JPMC are available in the JPMC Procedures for Pre-Clearance of Outside Activities Referenced in the JPMC Code of Conduct.  Supervised Persons must seek a new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job or association with JPMFAM or in your role with respect to that activity or organization.  You must also notify the Office of the Secretary of JPMC when any approved outside activity terminates.

Regardless of whether an activity is specifically addressed under JPMFAM policies or the JPMC Code of Conduct, supervised persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.

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EX-99.(P)(5)

Exhibit 99.(p)(5)

LSV ASSET MANAGEMENT

CODE OF ETHICS

AND

PERSONAL TRADING POLICY

JANUARY 7, 2005

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I.  GENERAL POLICY

LSV Asset Management (“LSV”) serves as discretionary investment adviser to a variety of clients, including pension plans, foundations, endowments, corporations, unregistered pooled funds and mutual funds (“Advisory Clients”).  The securities accounts over which LSV has investment discretion on behalf of these Advisory Clients are referred to in this document as “Investment Vehicles”.

All natural persons who are employees of LSV (“Staff Members”) must act in accordance with this Code of Ethics and Personal Trading Policy (“Policy”) and in a manner which avoids any actual or potential conflict of interest.  Staff Members must not take advantage of their position of trust and responsibility, and must place the interests of Advisory Clients first.  When buying or selling securities, Staff Members must not employ any device, scheme or artifice to defraud, mislead, or manipulate any Investment Vehicle, Advisory Client or security.

Staff Members are subject to different restrictions and pre-clearance requirements for their personal trades, depending on their responsibilities or office location.  It is important that all Staff Members read this document carefully and understand the restrictions, pre-clearance, and reporting requirements applicable to them.

Every Staff Member must read and retain a copy of this Policy and all amendments thereto, and agree to abide by its terms.

Any questions regarding LSV’s policy or procedures should be referred to Tremaine Atkinson, Chief Compliance Officer (“CCO”), Leslie Kondziela, Legal Services Manager or Tracy Bolger, Operations Manager (collectively referred to as “Compliance”).  All violations must be promptly reported to the CCO.

II.  CODE OF CONDUCT

•All Staff Members are to maintain the highest standard of professional conduct.

•All Staff Members must maintain the confidentiality of all information entrusted by clients.

•All Staff Members must serve the financial interest of clients.  All recommendations to clients and decisions on behalf of clients must be made solely in the interest of clients.

•All Staff Members must provide to clients all requested information as well as other information they may need to make informed decisions.  All client inquiries must be answered promptly, completely and truthfully.

•All Staff Members involved in sales situations must discuss fully with the prospective client the nature of services provided by LSV for the compensation it receives.  Any actual or potential conflicts of interest involving LSV must be fully disclosed to prospective clients.

•All Staff Members must comply fully with all applicable Federal securities laws and regulatory requirements.

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III.  DEFINITIONS

A. Access Person – A Staff Member who meets any of the following criteria:

•has access to nonpublic information regarding clients’ purchase or sale of securities;

•is involved in making securities recommendations to clients;

•has access to securities recommendations that are nonpublic;

•has access to nonpublic information regarding the portfolio holdings of Affiliated Mutual Funds;

•works in LSV’s Chicago office; or

•is a director, officer, or partner of LSV.

B. Affiliated Mutual Fund – any U.S.-registered mutual fund to which LSV or an SEI Investments entity serves as investment adviser, investment sub-adviser or principal underwriter.

C. Reportable Security – any security (whether publicly traded or privately offered) except the following: direct obligations of the Government of the United States; bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; shares issued by money market funds; shares issued by non-affiliated open-end funds; and shares issued by unit investment trusts that are invested exclusively in one or more nonaffiliated open-end funds.

Reportable Securities INCLUDE (but are not limited to) the following:

•Equity and equity-like securities, including initial public offerings (IPOs)

•Fixed income securities (excluding the short-term instruments listed above)

•Affiliated Mutual Funds

•Convertible bonds

•Derivatives

•Private placements(1)

D.Pre-Clearance Security – INCLUDES:

•Equities (from any country)

•Initial public offerings (IPOs)

•Private placements

•Any equity-like securities (warrants, rights, options, futures, swaps, etc. on individual equities)

•Convertible bonds

Pre-Clearance Securities DO NOT INCLUDE publicly-traded fixed income securities, unaffiliated mutual funds, unaffiliated exchange-traded funds, unaffiliated closed-end funds and derivatives on indexes or commodities.

(1) Private placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) (15 U.S.C. 77d(2) or 77d(6)) or pursuant to §§ 230.504, 230.505, or 230.506 of this chapter.

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E.  A Security is “being purchased or sold” by an Investment Vehicle from the time the purchase or sale order for the security has been recorded as an active order in LSV’s trade order management system (Antares), until the time when the order has been completed or terminated.

IV.  RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS

Access Persons who work in the Chicago office may not purchase or sell, directly or indirectly, any Pre-Clearance Security if the security is currently being purchased or sold, or has been purchased or sold by LSV for an Investment Vehicle in any of the 3 business days prior to the Access Person’s trade in that security.

If an Access Person who works in the Chicago office trades in a Pre-Clearance Security and LSV subsequently purchases or sells that security for an Investment Vehicle during the 3 business day period after the Access Person’s trade in that security, the Access Person’s trade is subject to review and any profits realized may be subject to forfeiture.

Staff Members may not engage in short-term trading (purchase and sale, or sale and purchase within 60 days) of an Affiliated Mutual Fund if it is advised or sub-advised by LSV.

V.  PERSONAL TRADING PRE-CLEARANCE

Access Persons who work in the Chicago office must pre-clear personal transactions in any Pre-Clearance Securities.

Access Persons who do not work in the Chicago office only need to pre-clear personal transactions in IPOs and private placements.

Unless otherwise specified by Compliance, any clearance granted is valid for a period of 3 business days, which includes the business day on which clearance is granted.

The following transactions do not have to be pre-cleared:

•Purchases or sales of instruments that are not Pre-Clearance Securities;

•Purchases or sales over which the Access Person has no direct or indirect influence or control;

•Purchases or sales which are non-volitional on the part of either the Access Person, such as purchases or sales upon exercise of puts or calls written by the Access Person and sales from a margin account pursuant to a bona fide margin call;

•Purchases or sales effected within the pre-determined parameters of an automatic investment plan;

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

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•Transactions effected within any employee stock purchase program available to Staff Members.

•Transactions effected in accounts over which a third party exercises discretion, if such account is identified to Compliance and an exception is granted by Compliance.

Transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any Investment Vehicle and which are otherwise in accordance with Rule l7j-l of the Investment Company Act of 1940 (the “40 Act”) and other applicable SEC rules shall be entitled to clearance.

VI.  OTHER RESTRICTIONS

Staff Members may not receive gifts exceeding $200 per year from any person or entity that does business with LSV on behalf of any Investment Vehicle.  This limitation does not apply to meals, local transportation and entertainment received in the normal course of a business relationship with such persons or entities.  If a Staff Member has any concern regarding whether or not a gift is reasonable, he or she should consult with Compliance prior to accepting such a gift.

Staff Members may not serve on the board of directors of any publicly traded company absent prior authorization from the CCO.

VII.  REPORTING REQUIREMENTS

The requirements of this section are applicable to Reportable Securities directly or indirectly owned by the Access Person or a member of the Access Person’s immediate family (parent, spouse of a parent, child, spouse of a child, spouse, brother, or sister, including step and adoptive relationships living in the same household as the Access Person), or in any account over which the Access Person exercises investment discretion or control.

1.  Access Persons must report transactions in Reportable Securities on a quarterly basis, within 30 days after the end of the quarter.  Duplicate account statements may be substituted for the report if they are received by Compliance within 30 days after the end of the quarter.

2.  Access Persons must report new and terminated accounts that hold Reportable Securities on a quarterly basis, within 30 days after the end of the quarter.

3.  Access Persons must report all holdings of Reportable Securities as of the end of the year (or as of an earlier date in December of that year) within 30 days after the end of each calendar year.  Duplicate account statements may be substituted for this report if they are received by Compliance within 30 days after the end of the quarter.

4.  Access Persons must report all holdings of Reportable Securities and a list of all accounts that hold Reportable Securities, within 10 days of commencement of employment or of becoming an Access

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Person.  The report must show holdings as of a date not more than 45 days prior to the employee becoming an Access Person.

5.  Staff Members must provide written acknowledgement of the Policy and any amendments thereto, within 30 days after the end of each calendar year.

VIII.  COMPLIANCE REVIEW DUTIES

Compliance will (i) review the reports and information listed in VII above to ensure that pre-clearance has been appropriately obtained; (ii) review the trading of Access Persons for patterns that may indicate abuse; (iii) decide on appropriate disciplinary action in the event of violation of the Policy; (iv) report material violations to LSV senior management; (v) report annually to the board of directors of investment company clients regarding material violations of the Policy and certification that appropriate procedures are in place; and (vi) provide copies of the Policy and any amendments thereto to all Staff Members.

IX.  RECORDKEEPING

The following documents will be maintained for at least five years after the fiscal year in which they were generated, the first two years in an easily accessible place.

•A copy of LSV’s policy adopted and implemented pursuant to Rule 204A-1 that is in effect, or at any time within the past five years was in effect;

•A record of any violation of the Policy, and of any action taken as a result of the violation;

•A record of all written acknowledgments of the Policy by each person who is currently, or within the past five years was, a Staff Member of LSV;

•A record of each report made by an Access Person as required, including any information provided in lieu of such reports;

•A record of the names of persons who are currently, or within the past five years were, Access Persons of LSV, and

•Records supporting decisions to approve Access Persons’ acquisitions of IPOs or private placements for at least five years after the end of the fiscal year in which the approval is granted.

X.  PROHIBITION ON INSIDER TRADING

All Staff Members are required to refrain from trading on the basis of inside information about LSV, its affiliates, clients or any securities.  This section provides basic information to assist Staff Members in determining if they are in possession of inside information.

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What is “Material” Information?

Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions.  Generally, if disclosing certain information will have a substantial effect on the price of a company’s securities, or on the perceived value of the company, or of a controlling interest in the company, the information is material.  However, information may be material even if it does not have any immediate direct effect on price or value.

What is “Nonpublic” Information?

Information about a publicly-traded security or issuer is “public” when it has been disseminated broadly to investors in the marketplace.  Tangible evidence of such dissemination is the best indication that the information is public.  For example, information is public after it has become available to the general public through a public filing with the SEC or other governmental agency, the Dow Jones “tape”, the Wall Street Journal or other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

Information about securities that are not publicly traded, or about the issuers of such securities, is not ordinarily disseminated broadly to the public.  However, for purposes of this Policy, such private information may be considered “public” private information to the extent that the information has been disclosed generally to the issuer’s security holders and creditors.  For example, information contained in a private placement memorandum to potential investors may be considered “public” private information with respect to the class of persons who received the memorandum, but may still be considered “nonpublic” information with respect to creditors who were not entitled to receive the memorandum.  As another example, a controlling shareholder may have access to internal projections that are not disclosed to minority shareholders; such information would be considered “nonpublic” information.

Who Is an Insider?

Unlawful insider trading occurs when a person with a duty not to take advantage of material nonpublic information violates that duty.  A person in possession of such information but not subject to such a duty is not prohibited from trading.  Whether a duty exists is a complex legal question.  This portion of the Policy is intended to provide an overview only, and should not be read as an exhaustive discussion of ways in which persons may become subject to insider trading prohibitions.

Insiders of a company include its officers, directors (or partners), and employees, and may also include a controlling shareholder or other controlling person.  A person who has access to information about the company because of some special trust or other confidential relationship with a company is considered a temporary insider of that company.  Investment advisers, lawyers, auditors, financial institutions, and certain consultants and all of their officers, directors or partners, and employees are all likely to be temporary insiders of their clients.

Officers, directors or partners, and employees of a controlling shareholder may be temporary insiders of the controlled company, or may otherwise be subject to a duty not to take advantage of inside information.

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What isMisappropriation?

Misappropriation usually occurs when a person acquires inside information about Company A in violation of a duty owed to Company B.  For example, an employee of Company B may know that Company B is negotiating a merger with Company A; the employee has material nonpublic information about Company A and must not trade in Company A’s shares.

As another example, Staff Members who, because of their association with LSV, receive inside information as to the identity of the companies being considered for investment by Investment Vehicles or by other clients, have a duty not to take advantage of that information.

What is Tipping?

Tipping is passing along inside information; the recipient of a tip becomes subject to a duty not to trade while in possession of that information.  A tip occurs when an insider or misappropriator (the “tipper”) discloses inside information to another person, who knows or should know that the tipper was breaching a duty by disclosing the information and that the tipper was providing the information for an improper purpose.

How to Identify Inside Information

Before executing any securities transaction for your personal account or for others, you must consider and determine whether you have access to material, nonpublic information.  If you think that you might have access to material, nonpublic information, you should take the following steps:

i. Report the information and proposed trade immediately to Compliance.

ii. Do not purchase or sell the securities on behalf of yourself or others.

iii. Do not communicate the information inside or outside LSV, other than to Compliance.

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Acknowledgements

I have read and I understand the Policy.  I certify that I have, to date, complied and will continue to comply with the Policy and any amendments thereto, and applicable Federal securities laws.  I understand that any violation may lead to sanctions, including my dismissal.

I further certify that I am not disqualified from employment with an investment adviser as described in Section 9 of the 40 Act.

Signature:	Date:
Name (please print):

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EX-99.(P)(6)

Exhibit 99.(p)(6)

MARSICO CAPITAL MANAGEMENT, LLC

THE MARSICO INVESTMENT FUND

CODE OF ETHICS

A.	Introduction and Overview	2
B.	Persons Covered by the Code	3
C.	General Conduct Guidelines for Personal Investments	5
D.1.	Prohibition on Purchases of Certain Securities	6
D.2.	Exempted Transactions	7
D.3.	Pre-clearance and Other Requirements for Selling Restricted Trading Securities and Marsico Fund Shares	10
E.1.	Reports About Securities Holdings and Transactions	12
E.2.	Review of Reports and Other Documents	15
F.	Violations of the Code	15
G.	Protection of Material, Non-Public Information	16
H.1.	Miscellaneous Issues concerning Board Service, Gifts, and Limited Offerings	16
H.2.	Recordkeeping Requirements	17
H.3.	Board Approval and Annual Review Requirements	18
H.4.	Certification of Compliance	19
H.5.	Adoption and Effective Date	19
I.	Definitions	19
J.	Forms	22

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Initial Personal Holdings Report	23
Quarterly Personal Transaction Report	1
Annual Personal Holdings Report	1
Sample Letter to Broker or Other Institution	1
Initial Certification of Compliance	1
Periodic Certification of Compliance	1
Approval of Investment in Limited Offering	1
Approval of Investment in Initial Public Offering	1
Special Account Certification	1
Pre-clearance Form	1

A.Introduction and Overview

This is the Code of Ethics (“Code”) of Marsico Capital Management, LLC (“MCM”) and The Marsico Investment Fund (the “Funds”) (together, “Marsico”).  This Code is intended to help ensure that our professional and personal conduct preserves Marsico’s reputation for high standards of ethics and integrity.  It is also intended to ensure that we obey federal and state securities laws.

The fiduciary duties that all of us associated with Marsico owe to our clients must remain our foremost priority.  One important part of our duty is to place the interests of our clients ahead of our own interests, and to avoid potential conflicts of interest.  We have to avoid activities, interests, and relationships that might interfere, or appear to interfere, with our decisions for Fund shareholders and other clients.  A conflict of interest can arise even if we don’t intend it, and even if our clients don’t take a loss.

The Code is designed to help us avoid conflicts of interest in personal trading and related activities.  It emphasizes four general principles for how we conduct our business:

1.We must comply with applicable federal and state securities laws.  In connection with our investment advisory business, including the purchase or sale of a security for any client, directly or indirectly, it is unlawful to defraud or mislead any client (either directly or by failure to state material facts), or to engage in any act, practice, or course of business which operates or

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would operate as a fraud or deceit upon any client.  We also seek to fully disclose any conflicts of interest.

2.We must place the interests of our clients first, including the Funds, their shareholders, and other clients.As fiduciaries, we owe our clients a duty of care, loyalty, honesty, and good faith.  As such, we seek to treat all clients equitably and seek to avoid favoritism among our clients.  We must also scrupulously avoid putting our own personal interests ahead of the interests of Marsico clients.  For example, we must never take for ourselves an investment opportunity that appropriately belongs to our clients.

3.We must conduct all personal securities transactions consistently with the Code, and avoid any actual or potential conflict of interest and any abuse of our position of trust.  Marsico’s personal trading policies are highly restrictive and provide substantial assistance in ensuring that personal securities transactions do not conflict with the interests of our clients.  These policies also help to ensure that our focus remains on the interests of our clients

4.We must not take inappropriate advantage of our positions.  The receipt of investment opportunities, perquisites, or gifts from persons seeking investment or business from Marsico could call into question our independent judgment.

The Code’s rules apply to everyone identified in Section B below.  It is your responsibility to become familiar with the Code and to comply with it.  Compliance with the Code is everyone’s responsibility and is a condition to employment with Marsico.  Violations of the Code will be taken seriously and could result in sanctions against the violator, including termination of employment.

Because regulations and industry standards can change, Marsico reserves the right to amend any part of the Code.  These amendments may result in more stringent requirements than are currently applicable.  Marsico also may grant exemptions when necessary.  Exemptions must be documented by the Compliance Department, and will be granted only when no harm to MCM’s clients is expected to result.  Any amendments to the Code will be circulated to all employees, as discussed in Section H.4 below, and will be acknowledged in writing.

No code of ethics can anticipate every situation.  You are expected to follow both the letter and the spirit of the Code.  Even if no specific Code provision applies, please avoid all conflicts of interest and abide by the general principles of the Code.  If you have any questions about the Code or whether certain actions may be covered by it, please contact the Compliance Department or the Legal Department.

Capitalized terms in the Code are defined in Section I below.

B.Persons Covered by the Code

The Code applies to all Covered Persons.  Covered Persons include all Access Persons and all Employees (whether or not they are Access Persons).

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Some provisions of the Code apply indirectly to other persons, such as relatives, significant others, or advisers, if they own or manage securities or accounts in which a Covered Person has a Beneficial Ownership interest.  For example, if you are a Covered Person, the Code’s investment restrictions and reporting requirements apply both to you, and to securities or accounts (1) owned by a relative who lives in your home or whom you support, or by a nonrelative who shares significant financial arrangements with you, or (2) managed by an adviser for you or a close relative.  An exemption may apply to a Special Account that you don’t directly or indirectly influence or control, as discussed in Sections D.2.e.(4) and E.1.

Trustees of the Funds

Trustees of the Funds who are “interested persons” of the Funds and are MCM employees are subject to all requirements of the Code.  Special rules apply to Trustees of the Funds who are not “interested persons” of the Funds (including any Trustee who may have a business relationship with the Funds, MCM, or its officers or directors, but is not an MCM employee and has not been formally determined to be an “interested person”).  These Trustees are subject to the Code generally, but are not subject to the investment restrictions or reporting requirements in Sections D.1, D.2, D.3, or E.1 unless the Trustee knew or should have known, in the ordinary course of fulfilling his or her official duties as a Fund trustee, that during the 15-day period immediately before or after the Trustee’s transaction in a Covered Security, Marsico purchased or sold that security for a Fund, or considered the purchase or sale of that security.  A special provision of the Code applies to any Fund Trustee who is an officer or director of an operating company, if the company’s securities are held by a Fund, or are under consideration for purchase or sale by the Fund (as summarized in Section G below).

Covered Persons Not Employed by Marsico

Some persons not employed by Marsico might be deemed Access Persons in some circumstances – see the definition of Access Person in Section I.  Hypothetical examples include: (i) a person who is an Advisory Person of the Funds or MCM even though he or she is not a Marsico employee (such as a person employed by an MCM affiliate who regularly obtains information regarding the purchase or sale of Covered Securities by a Fund), or (ii) a person who is an Informed Underwriter Representative (such as an officer of the Funds’ principal underwriter who ordinarily obtains information regarding the purchase or sale of Covered Securities by a Fund).

At present, it appears that there are no Access Persons employed by companies that are in a control relationship to MCM or the Funds.(1)   In addition, it does not appear that any director,

(1)Bank of America Corporation (“BAC”) and certain of its affiliates are in a control relationship with MCM.  MCM and BAC have received reasonable mutual assurances that employees of BAC and its affiliates do not regularly obtain specific current information or recommendations regarding the purchase or sale of Covered Securities by a Fund, and therefore are not Access Persons.  MCM has adopted an Information Wall Policy designed to prevent such information from being inappropriately disclosed to non-MCM persons at BAC.  The Information Wall Policy is subject to periodic independent review to assess its effectiveness.  BAC has stated that it has procedures in place to prevent the misuse of any related information from MCM that it may receive.

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officer, or general partner of the Funds’ principal underwriter meets the definition of an Informed Underwriter Representative.(2)

If at any time MCM or the Funds determine that an individual not employed by Marsico is an Access Person (and therefore a Covered Person subject to the Code), MCM or the Funds will seek to ensure that either (i) the Covered Person complies with the Code thereafter, or (ii) the employer of the Covered Person has a code of ethics that regulates the Covered Person in accordance with the criteria for a code of ethics under Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Investment Advisers Act, and that the Funds’ Board of Trustees receives the opportunity to review and approve that code of ethics.

C.General Conduct Guidelines for Personal Investments

As explained in Section D.1, the Code prohibits all Covered Persons from purchasing Restricted Trading Securities, but permits us otherwise to hold, acquire, or sell these and other types of securities in certain circumstances.  In addition, SEC rules impose certain general conduct guidelines that apply to our personal investments that are permitted by the Code:

1.You may not acquire an interest in a Limited Offering or in an Initial Public Offering without the prior written approval of MCM.

2.With respect to the Funds, you may not, in connection with your acquisition or sale of any Security Held or to be Acquired by a Fund or any Security issued by the Fund:

(a)  Employ any device, scheme, or artifice to defraud the Fund;

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

(c)  Engage in any act, practice, or course of business that would operate as a fraud or deceit upon any Fund; or

(d)  Engage in any manipulative practice with respect to the Fund.

Practices that may violate these guidelines include intentionally causing a Fund to act or fail to act in order to achieve a personal benefit rather than to benefit the Fund.  Examples would include your causing a Fund to buy a Covered Security to support or drive up the value of your

(2)The principal underwriter to the Funds is UMB Distribution Services, LLC (“UMB Distribution”).  No director, officer, or general partner of UMB Distribution is believed to, in the ordinary course of business, obtain information or recommendations regarding the purchase or sale of Covered Securities by a Fund.  In any case, because UMB Distribution is not an affiliated person of the Funds or MCM, and no officer, director, or general partner of UMB Distribution serves as an officer, director, general partner of the Funds or MCM, any Informed Underwriter Representative presumably would not be required to meet reporting requirements under the Code (or any code of ethics maintained by UMB Distribution).

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investment in the security, or causing the Fund not to sell a Covered Security to protect your investment.

Another practice that may violate these provisions would be the exploitation of knowledge of Fund transactions to profit from their market effects.  One example of this would be to sell a security for your personal account using the knowledge that MCM was about to sell the same security for the Funds.  Because you have a duty to tell investment personnel about Covered Securities that are suitable for client investment, another violation may be your failure to recommend a suitable Covered Security or to purchase the Covered Security for a client to avoid a potential conflict with your personal transactions.

D.1.Prohibition on Purchases of Certain Securities

(a)  Personal investing by Covered Persons can create potential conflicts of interest and the appearance of impropriety.  Unrestricted personal investing also could distract us from our service to clients by diverting resources or opportunities from client account management.  Thus, Marsico has decided to prohibit all Covered Persons from purchasing any securities unless the purchase is an Exempted Transaction listed in Section D.2.(3)

The practical effect of this prohibition is to restrict your purchase of certain securities we call Restricted Trading Securities for any account in which you have a Beneficial Ownership interest.  The Restricted Trading Securities that you generally may not purchase include, without limitation, shares of mutual funds (other than the Funds) that are advised or sub-advised by MCM (“MCM Sub-advised Fund shares”), shares of common stock or preferred stock in a particular public operating company, shares of closed-end investment companies, corporate bonds, and options or other derivatives based on any of these securities.

Subject to the restriction in the following paragraph, you may hold a Restricted Trading Security that was purchased before your association with Marsico.  You also may otherwise acquire and holdcertainRestricted Trading Securities through certain Exempted Transactions listed in Section D.2.  In addition, you may sell a Restricted Trading Security if you comply with the sale pre-approval requirements (“pre-clearance”) in Section D.3., or if the sale would be an Exempted Transaction under Section D.2.

You may not hold shares of an MCM Sub-advised Fund.  MCM Sub-advised Fund shares must be disposed of within a reasonable period of time after you join Marsico.(4)  If you acquired MCM Sub-advised Fund shares before November 20, 2003, you may hold those shares for up to one year after that date, or sell the shares after obtaining pre-clearance from the Compliance Department in accordance with Section D.3.  You may not purchase MCM Sub-

(3)This prohibition may not apply to Covered Persons who are employed by entities other than Marsico and are subject to another code of ethics, as described in Section B.

(4)Covered Persons who purchased MCM Sub-advised Fund shares prior to their employment with Marsico should seek pre-clearance under Section D.3. to sell those shares within 60 days of joining Marsico.

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advised Fund shares (other than through dividend reinvestments) on or after November 20, 2003, and may not hold any MCM Sub-advised Fund shares after November 20, 2004.

(b)  Purchases of Marsico Fund Shares.  Covered Persons (“you”) may invest in shares of the Funds (“Marsico Fund shares”), but only subject to the following restrictions:

•After November 20, 2003, you may purchase Marsico Fund shares only through UMB Fund Services (“UMB”) or through MCM’s 401(k) plan (“Great-West”).  You may not purchase new Marsico Fund shares (other than through dividend reinvestments) through brokers or other channels other than UMB or Great-West.

•If you acquired Marsico Fund shares through brokers or other channels other than UMB or Great-West before November 20, 2003, you may hold those shares with the other broker for up to one year, transfer the shares to UMB or Great-West, or sell the shares after obtaining pre-clearance from the Compliance Department in accordance with Section D.3.

•You must hold all Marsico Fund shares for at least 60 days after you purchase them.  Waivers of this requirement may be granted in cases of death, disability, or other special circumstances approved by the Compliance Department (such as for automatic investment or systematic withdrawal programs).

•The minimum sanction to be imposed for any initial violation of the 60-day holding period requirement will be disgorgement to the Fund of any profit on a sale of Marsico Fund shares before the expiration of the 60-day holding period.  The Compliance Department’s determination of the amount of the profit will be final.

Marsico Fund shares are subject to sale pre-clearance and purchase and sale reporting requirements, as discussed below.

D.2.Exempted Transactions

As a Covered Person, you may participate in the Exempted Transactions listed below.  Exempted Transactions generally are exempted from the prohibition on purchases in Section D.1. and the sale pre-approval requirements in Section D.3., except as noted below.  Exempted Transactions must still comply with other Code requirements, including the general conduct guidelines in Section C with respect to the Funds, and reporting requirements in Section E.1.  If you have any doubt about how the Code applies to a particular transaction, please contact the Compliance Department or the Legal Department.

a.Purchase or sale of securities that are not Covered Securities (subject only to requirements in Section E.1. to report accounts that contain the securities)

(1)You may buy, exchange, or sell without restrictions any security that is not a Covered Security, including shares of registered open-end mutual funds (other than the Marsico Funds, MCM Sub-advised Funds, or Affiliated Funds), money market funds, Treasury securities, bank

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certificates of deposit, and high quality short-term debt instruments such as bankers’ acceptances and commercial paper.

b.Purchase or sale of Covered Securities that are not Restricted Trading Securities

(subject to conduct guidelines in Section C and reporting requirements in Section E.1.)

(1)You may buy or sell shares of registered open-end mutual funds that are Affiliated Funds.  Shares of the Marsico Funds and MCM Sub-advised Funds are NOT Affiliated Funds (see section D.1 above for trading restrictions on these funds).

(2)You may buy or sell shares of index-based exchange-traded funds (“ETFs”) (other than closed-end funds) and similar products that are linked to broadly based securities indices or sectors.

(3)You may buy or sell municipal securities (including bonds and notes and investments in state 529 Plans).

(4)You may buy or sell any interest in foreign currency.

(5)You may participate in transactions in derivatives that are based on securities other than Restricted Trading Securities (for example, options, futures, or other instruments that are based on commodities, broad-based stock indices, ETFs, unit investment trusts, Treasury bonds, municipal bonds, or foreign currency).  No exemption applies to transactions in derivatives that are based on Restricted Trading Securities (such as options based on particular common stocks or corporate bonds).

(6)A financial adviser, trustee, or other person may buy or sell instruments that are not Restricted Trading Securities in a managed account for you (or for a person in whose account you have a Beneficial Ownership interest).  This permits managed accounts to buy, for example, mutual funds (other than the Funds or MCM-Subadvised Fund shares), Treasury securities, ETFs, unit investment trusts, municipal bonds, commodities, commodity futures or options, stock index futures (not single stock futures), or foreign currency.

c.Acquisitions of Restricted Trading Securities in Limited Circumstances

(subject to conduct guidelines in Section C, sale pre-clearance requirements in Section D.3, and security and account reporting requirements in Section E.1.)

(1)You may buy (but not sell) securities through dividend reinvestment plans (if you do not make discretionary additional purchases), or through the receipt or exercise of rights or other securities granted to all existing shareholders on a pro rata basis (such as the receipt of securities of a spin-off of an existing company, or the exercise of warrants or rights to buy tracking stock or additional securities).  You may also acquire securities through stock dividends, stock splits, mergers, or other corporate events that are generally applicable to all existing holders of the same class of securities.  MCM hereby grants prior approval to acquire an interest in an Initial Public Offering if the securities acquired are issued to existing shareholders pursuant to this paragraph.  Please note that any sale of Restricted Trading Securities obtained through these means must meet the sale pre-clearance and other requirements in Section D.3.

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(2)You may not buy an interest in any other Initial Public Offering unless you obtain the prior approval of MCM’s Compliance Department (see attached form of Approval of Investment in Initial Public Offering).

d.Sales of Restricted Trading Securities in Limited Circumstances

(subject to conduct guidelines in Section C, sale pre-clearance requirements in Section D.3., and security and account reporting requirements in Section E.1.)

(1)You may sell (but not buy) a Restricted Trading Security if you follow the sale pre-clearance and other requirements in Section D.3.  You may not, however, engage in short selling of particular Restricted Trading Securities, including short sales against the box.  You may sell short an investment that is not a Covered Security or a Restricted Trading Security (such as an ETF).

e.Other Exempted Transactions (Purchase or Sale) (subject to conduct guidelines in Section C, and security and account reporting requirements in Section E.1.)

(1)Non-volitional Transactions.  You may buy or sellRestricted Trading Securities through non-volitional transactions you don’t control (such as when an issuer whose securities you already own issues new securities to you or calls a security, a derivative instrument expires, or you receive a gift outside your control).  If you acquire Restricted Trading Securities through a non-volitional transaction, but can control their sale,the sale is not an Exempted Transaction, and must meet the sale pre-clearance and other requirements in Section D.3.

(2)Employment Arrangements. You may buy or sell Restricted Trading Securities including options under an employment arrangement, and may exercise or sell any options, if your employer or an affiliate issues the securities or options.  MCM’s prior approval is required if you or a household member enter into employment arrangements after you join MCM (see attached Approval of Investment in Limited Offering).  MCM’s prior approval also is required if you thereby acquire an interest in a Limited Offering (see attached form of Approval of Investment in Limited Offering).

(3)Limited Offerings. You may buy an interest in any Limited Offering (such as an interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets) only if you obtain MCM’s prior approval (see attached form of Approval of Investment in Limited Offering).  Investments in a hedge fund or other Limited Offering whose assets are invested in securities (except a fund advised by MCM) will be subject to conditions similar to those for a Special Account discussed below.  You may sell an interest in a Limited Offering without restrictions (unless you get an interest in an Initial Public Offering in return, which requires MCM’s prior approval).  Holdings and transactions in a Limited Offering must be reported on Code report forms (subject to exceptions discussed in E.1.c.4. below).

Pre-approval and reporting requirements may not apply to your ownership of a personal or family company that does not hold its assets for investment.  Shares of a personal or family

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company or partnership that holds only family property (such as an airplane, residence, or vacation home), and is not primarily intended as an investment, are exempted because the company is not an investment vehicle.  In contrast, if the personal or family company or partnership holds assets mainly for investment, owns income-producing assets,  or offers shares to non-family members, the company or partnership may be viewed as an investment vehicle, and the exemption from pre-approval and reporting requirements may NOT apply.

Before you invest in any Limited Offering, please request pre-approval from MCM, and discuss it with the Compliance Department or Legal Department if you are not sure how the Code applies to it.

(4)Special Accounts. A financial adviser, trustee, or other person may buy or sell Restricted Trading Securities in a managed Special Account for you (or for a person in whose securities you have a Beneficial Ownership interest) only in rare circumstances requiring, among other things that you obtain MCM’s prior approval (see attached form of Special Account Certification).  Approval will require that:

(a)  You establish that the financial adviser, trustee, or other person who manages the Special Account has complete control over the account under a written grant of discretion or other formal arrangement, and that you have no direct or indirect influence or control over the Special Account or investment decisions made for it;

(b)  You (and any related person) do not disclose to the financial adviser, trustee, or other person who manages the Special Account any action that Marsico may take or has or has not taken, or any consideration by Marsico of any security;

(c)  The financial adviser, trustee, or other person who manages the Special Account does not disclose to you any investment decision to be implemented for the Special Account until after the decision has been implemented; and

(d)  You complete the attached form of Special Account Certification (or its equivalent) and any other documents requested by MCM; you report the existence of the Special Account in your periodic holdings and transaction reports; and you report securities holdings and transactions in the Special Account through account statements or otherwise if requested.

Whether an exemption will be granted for a Special Account will be determined on a case-by-case basis.  MCM reserves the rights to require additional conditions as necessary or appropriate depending on the circumstances, and to revoke the exemption at any time.

D.3.Pre-clearance and Other Requirements for Selling Restricted Trading Securities and Marsico Fund Shares

As a Covered Person, you may be allowed to sell a Restricted Trading Security (including Marsico Fund shares,  MCM Sub-advised Fund shares, or other securities acquired before your association with Marsico or through an Exempted Transaction), if you follow pre-clearance and other procedures designed to avoid potential conflicts of interest.  Please note that

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all sales that qualify as Exempted Transactions in Section D.2. are exempted from all sale requirements.

a.Pre-clearance:  Before you sell any Restricted Trading Security, Marsico Fund shares, or MCM Sub-advised Fund shares, you must complete and submit a Pre-clearance Form (see attached form).  MCM will treat the pre-clearance process as confidential, and will not disclose related information except as required by law or for appropriate business purposes.  You may not pre-clear your own form.  The persons authorized to pre-clear transactions and sign the form are:

Compliance Analysts or Manager

Chief Compliance Officer of MCM

Chief Compliance Officer of the Marsico Funds

General Counsel, Associate General Counsel, or Other Counsel

You may not sell the Restricted Trading Security, Marsico Fund shares, or MCM Sub-advised Fund shares in question until you receive written pre-clearance.  Pre-clearance requests will be reviewed as quickly as possible.  Please remember that pre-clearance is not automatically granted.  For example, if MCM is considering the purchase of the security for client accounts, pre-clearance may be denied for a certain period of time.

When you request pre-clearance of a sale of Marsico Fund shares or MCM Sub-advised Fund shares, you must attach to the Pre-clearance Form a copy of all of your transactions in those shares for the previous 90 days, including any transactions pursuant to automatic purchases, dividend reinvestments, and systematic withdrawal programs.

Once pre-clearance is granted, it is valid only until the close of the next business day (unless you have no direct control over the timing of the transaction, in which case you should request that the transaction be initiated as soon as reasonably possible after pre-clearance), and only for the security and amount indicated on the Pre-clearance Form.  You may not alter the terms of the authorized sale without completing a new Pre-clearance Form and obtaining written authorization.

Failure to obtain pre-clearance for a sale of any Restricted Trading Security, or Marsico Fund shares, or MCM Sub-advised Fund shares is a serious breach of Marsico’s rules.  A violation may expose you to sanctions up to and including termination of employment.  Failure to obtain pre-clearance also may require your trade to be canceled, and you may be required to bear any loss that results.  MCM, in its discretion, may require any profits from an unauthorized trade to be donated to a charity designated by MCM.

b.Holding Period:  As a general principle, Covered Persons should engage in personal securities transactions for investment purposes rather than to generate short-term trading profits.  As a result, Covered Persons and accounts or securities in which they hold a Beneficial Ownership interest are generally prohibited from selling a Restricted Trading Security or Marsico Fund shares that you acquired within the previous 60 days.  MCM may waive compliance with this requirement if you request a waiver in advance and show that you have good cause to be excused (such as a need to sell investments to buy a home).  Waivers of the 60-day

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holding period requirement for Marsico Fund shares may be granted in cases of death, disability, or other special circumstances approved by the Compliance Department (such as for automatic investment or systematic withdrawal programs).  The minimum sanction to be imposed for any initial violation of the 60-day holding period requirement for Marsico Fund shares will be disgorgement to the Fund of any profit on a sale of Marsico Fund shares before the expiration of the 60-day holding period.  The Compliance Department’s determination of the amount of the profit will be final.

c.Blackout Period:  You may not sell a Restricted Trading Security for either seven days before, or seven days after, a trade in the same security or an equivalent security for a Fund or other client.  This blackout period is intended to ensure that a Covered Person’s securities transactions do not coincide with those of MCM’s clients, and therefore minimize the possibility that the Covered Person may benefit from actions taken by MCM on behalf of its clients.  The application of the blackout period before a trade for a Fund or other client poses certain difficulties, and could result in inadvertent violations of the Code (since it may be impossible to definitively determine whether a security will be bought or sold in the future).  Nonetheless, Marsico makes reasonable efforts to ascertain whether a security will be purchased or sold for a Fund or other client after pre-approval in order to avoid even the appearance of impropriety.

If a pre-cleared trade ultimately falls within the blackout period, MCM may ask the Covered Person to cancel the transaction.  If the transaction was pre-cleared but cannot be canceled, MCM may, but is not required to, impose a sanction if necessary or appropriate in the circumstances.  MCM may waive compliance with the blackout period requirement if there is good cause or under other special circumstances approved by the Compliance or Legal Department.  Please contact the Compliance Department or the Legal Department if you have any question about the application of the blackout period.

E.1.Reports About Securities Holdings and Transactions

As an Employee, you must give MCM periodic written reports about your securities holdings, transactions, and accounts (and the securities or accounts of other persons if you have a Beneficial Ownership interest in them).(5)  SEC requirements mainly control these reports and their contents.  The reports are intended to assist Marsico in identifying conflicts of interest that could arise when you invest in a Covered Security or hold accounts that permit these investments, and to promote compliance with the Code.  Marsico is sensitive to privacy concerns, and will try not to disclose your reports to anyone unnecessarily.  Reports should be filed on forms like those attached or in accordance with instructions from MCM’s Compliance Department.

Failure to file a timely, accurate, and complete report is a serious breach of SEC rules.  If you are late in filing a report, or file a report that is misleading or incomplete, you may face

(5)Covered Persons employed by entities other than Marsico and subject to another code of ethics should instead comply with its reporting requirements, as noted in Section B.

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sanctions including identification by name to the Funds’ board of directors or MCM management, withholding of salary or bonuses, or termination of employment.

a.Initial Holdings Report:  Within ten days after you begin employment with Marsico, you must submit to Marsico a report that contains:

(1)The name/title and ticker symbol (or CUSIP), and the number of equity shares of (or the principal amount of debt represented by) each Covered Security in which you have any direct or indirect Beneficial Ownership interest as of the date when you began employment with Marsico.  You may provide this information in part by referring to attached copies of broker transaction confirmations or account statements that contain accurate, up-to-date information.  All information contained in confirmations or account statements attached to the initial holdings report must be current as of a date not more than 45 days prior to the date of your employment.

In a separate section of the holdings report, you must report all holdings of Marsico Fund shares, MCM Sub-advised Fund shares, and Affiliated Fund shares.

(2)The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained any account in which any securities (Covered Securities or not) were held for your direct or indirect Beneficial Ownership when you began employment with Marsico, the approximate date(s) when those accounts were established, the account numbers and names of the persons for whom the accounts are held.

(3)A statement (and a letter or other evidence) that you have instructed each broker, dealer, bank, or other institution to provide duplicate account statements and confirmations of all securities transactions to Marsico, unless Marsico indicates that the information is otherwise available to it.  A sample Letter to Broker or Other Institution is attached.

(4)The date that you submitted the report.

b.Quarterly Transaction Report:  Within thirty days after the end of each calendar quarter, you must submit to Marsico a report that contains:

(1)With respect to any transaction during the quarter in a Covered Security (including Marsico Fund shares, MCM Sub-advised Fund shares, or Affiliated Fund shares) in which you had any direct or indirect Beneficial Ownership interest:

(a)The date of the transaction (purchases, exchanges, sales), the name/title and ticker symbol (or CUSIP), interest rate and maturity date (if applicable), and the number of equity shares of (or the principal amount of debt represented by) each Security involved;

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

(c)The price at which the transaction in the Security was effected; and

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(d)The name of the broker, dealer, bank, or other institution with or through which the transaction was effected.

You may provide this information by referring to attached copies of broker transaction confirmations or account statements that contain all of the information, or by referring to statements or confirmations known to have been received by Marsico no later than 30 days after the end of the applicable calendar quarter.

(2)The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained any account in which any securities (Covered Securities or not) were held during the quarter for your direct or indirect Beneficial Ownership, the account numbers and names of the persons for whom the accounts were held, and the approximate date when each account was established.

(3)A statement (and a letter or other evidence) that you have instructed each broker, dealer, bank, or other institution that has established a new account for the direct or indirect Beneficial Ownership of the Employee during the past quarter to provide duplicate account statements and confirmations of all securities transactions to Marsico, unless Marsico indicates that the information is otherwise available to it.

(4)The date that you submitted the report.

c.Annual Holdings Report:  Annually, at a time determined by the Compliance Department, you must submit to Marsico a report that contains the following information as of the effective date:

(1)The name/title and ticker symbol (or CUSIP), and the number of equity shares of (or the principal amount of debt represented by) each Covered Security (including Marsico Fund shares, MCM Sub-advised Fund shares, or Affiliated Fund shares) in which you had any direct or indirect Beneficial Ownership interest on the effective date.  You may provide this information by referring to attached copies of broker transaction confirmations or account statements that contain the information. All such information contained in confirmations or account statements attached to the holdings report must be current as of a date not more than 45 days before the report is submitted.  If appropriate, you and MCM may rely on confirmations or account statements that have been previously provided to MCM.

(2)The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) with which you maintained any account in which any securities (Covered Securities or not) were held for your direct or indirect Beneficial Ownership of the Employee on the effective date, the account numbers and names of the persons for whom the accounts are held, and the approximate date when each account was established.

(3)A statement (and a letter or other evidence) that you have instructed each broker, dealer, bank, or other institution to provide duplicate account statements and confirmations of all

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securities transactions to Marsico, unless Marsico indicates that the information is otherwise available to it.

(4)The date that you submitted the report.

Exception to requirement to list transactions or holdings:   You need not list any securities holdings or transactions in any account over which you had no direct or indirect influence or control, unless requested by MCM.  This may apply, for example, to a Special Account.  You must still identify the existence of the account in your list of securities accounts.

You need not list additional transactions in a Limited Offering (after the initial transaction) if the additional transactions do not increase the amount of your investment or ownership interest beyond those originally approved by MCM.   If there are additional investments beyond the amounts approved, the transactions must be reported, and in some circumstances may require a new approval form (see attached form of Approval of Investment in Limited Offering).

Please ask the Compliance Department or the Legal Department if you have questions about reporting requirements.

E.2.Review of Reports and Other Documents

The Compliance Department will review each report submitted pursuant to Section E.1. by Covered Persons for consistency with the Code, and will review each account statement or confirmation from institutions that maintain their accounts.  To ensure adequate scrutiny, a report concerning a member of the Compliance Department will be reviewed by a different member of the Compliance Department.

F.Violations of the Code

All employees will promptly report any violations of the Code to the Chief Compliance Officer of MCM, the Chief Compliance Officer of the Funds, or a member of the Compliance Department.(6)  Reports of violations of the Code may be submitted anonymously.

The Compliance Department will promptly investigate any violation or potential violation of the Code, and recommend to the Chief Compliance Officer of MCM or the Chief Compliance Officer of the Funds appropriate action to cure the violation and prevent future violations.  The Compliance Department will keep a record of investigations of violations, including actions taken as a result of a violation.  If you violate the Code, you may be subject to sanctions including identification by name to the Funds’ board of directors or MCM management, withholding of salary or bonuses, or termination of employment.  Violations of the Code also may violate federal or state laws and may be referred to authorities.

(6)All violations of this Code must periodically be reported to MCM’s Chief Compliance Officer.

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G.Protection of Material, Non-Public Information

MCM maintains comprehensive polices and procedures designed to prevent the misuse of material, non-public information (“Insider Trading Policy”).(7)  MCM’s Insider Trading Policy is designed to ensure that MCM personnel act consistently with the fiduciary duties owed to clients, and that those personnel do not personally profit from MCM’s proprietary information at the expense of clients or other persons to whom duties are owed.  MCM’s Insider Trading Policy is also designed to ensure that MCM’s proprietary information is not disclosed improperly.

MCM’s Insider Trading Policy generally prohibits employees from (1) buying or selling a security either personally or on behalf of any account or fund managed by MCM, while in possession of material, non-public information about that security or its issuer, or (2) communicating material, non-public information to others in violation of the law and the Insider Trading Policy.  These prohibitions generally extend to communications of material, nonpublic information regarding MCM, its investment processes, analyses, recommendations, and holdings of MCM-advised accounts, the Marsico Funds, and any other registered investment companies sub-advised by MCM.   Every MCM employee is required to read the Insider Trading Policy, to sign and return accompanying acknowledgements, and to retain a copy of the policy in a readily accessible place for reference.

Special Provision for Fund Trustees:  This provision is intended to prevent the misuse of material, non-public information when a Trustee also serves as a director or officer of an operating company, if the company’s securities are held by a Fund, or are under consideration for purchase or sale by the Fund.  In those circumstances, the Trustee may not discuss the company or the Marsico Funds’ holdings (or contemplated holdings) in the company with any employee of MCM or the Funds.  The Trustee also should recuse himself or herself from any Board discussion or presentation regarding the securities of the company.  The Trustee and any employee of MCM or the Funds may attend a general company meeting or other meeting, at which the Trustee may discuss the company with other members of the Board, the financial community, or securities analysts.  Any questions regarding this policy should be discussed with the Chief Compliance Officer of the Funds.

H.1.Miscellaneous Issues concerning Board Service, Gifts, and Limited Offerings

Some conduct that does not involve personal trading may still raise concerns about potential conflicts of interest, and is therefore addressed here.

(7)MCM’s Insider Trading Policy covers all officers, directors and employees of MCM and any other persons as may from time to time fall within the definition of “persons associated with an investment adviser,” as defined in the Advisers Act.  MCM’s Insider Trading Policy extends to activities within and outside of an employee’s duties at MCM.

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a.Service on Boards:  As a Covered Person, you may not serve on the board of directors of any for-profit company that is the type of company in which MCM might reasonably consider investing for clients without MCM’s prior written approval.  Approval will be granted only if MCM believes that board service is consistent with the interests of Marsico’s clients.  If board service is authorized, you and MCM must follow appropriate procedures to ensure that you and Marsico do not obtain or misuse confidential information.  MCM also may require you to show that any securities you receive from the for-profit company or organization are appropriate compensation.

b.Other Business Activities:  As a Covered Person, you should consider your fiduciary responsibilities under the Code when accepting outside employment arrangements or involvement in outside business activities.  Any questions should be directed to the Compliance Department or Legal Department.

c.Gifts:  On occasion, you may be offered gifts from clients, brokers, vendors, or other persons not affiliated with Marsico who may be in a position to do business with Marsico.  You may not accept extraordinary or extravagant gifts.  You may accept gifts of a nominal value (i.e., no more than $100 annually from one person), customary business meals and entertainment if both you and the giver are present (e.g., sporting events), and promotional items (e.g., pens or mugs).  You may not solicit gifts.

You may not give a gift that has a fair market value greater than $100 per year to persons associated with securities or financial organizations, exchanges, member firms, commodity firms, news media, or clients of MCM.  You may provide reasonable entertainment to these persons if both you and the recipient are present.  Please do not give or receive gifts or entertainment that would be embarrassing to you or Marsico if made public.

d.Limited Offerings in Private Companies:  If you acquire a Limited Offering in a private company, either before association with Marsico or through an Exempted Transaction, MCM may have to follow special procedures if it later seeks to purchase securities of the same issuer for clients.  You may be excluded from decision-making relating to such an investment.   If you play a part in MCM’s consideration of the investment, your interest may have to be disclosed to all clients for whom MCM may make the investment, and MCM’s decision to invest must be independently reviewed by other investment personnel with no personal interest in the issuer.

H.2.Recordkeeping Requirements

Marsico or its agents will maintain the following records at their places of business in the manner stated below.  These records may be made available to the Securities and Exchange Commission for reasonable periodic, special, or other examinations:

•A copy of the Code that is in effect, and any Code that was in effect at any time within the past five years (maintained in an easily accessible place);

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•A record of any violation of the Code, and of any action taken as a result of the violation (maintained in an easily accessible place for five years after the end of the fiscal year in which the violation occurs);

•A copy of each report required to be submitted by a Covered Person under Section E.1., including broker transaction confirmations or account statements (maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place);

•A record of all Covered Persons within the past five years, and who are or were required to make reports under the Code (maintained in an easily accessible place);

•A record of all persons who are or were responsible for reviewing reports of Covered Persons during the past five years (maintained in an easily accessible place);

•A copy of each report to the Board of Trustees of the Funds submitted under Section H.3. of the Code (maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place);

•A copy of each written approval (including the reasons supporting such decision) of a Covered Person’s acquisition of securities in an Initial Public Offering or a Limited Offering, and each written approval of other transactions, such as a Pre-clearance Form (maintained for at least five years after the end of the fiscal year in which the approval was granted); and

•A copy of each Covered Person’s periodic Certificate of Compliance (acknowledging receipt of the Code and any amendments) under Section H.4. for five years (maintained in an easily accessible place).

H.3.Board Approval and Annual Review Requirements

This Code and any material changes must be approved by the Board of Trustees of the Funds, including a majority of the Outside Trustees, within six months after the adoption of the material change.  Each approval must be based on a determination that the Code contains provisions reasonably necessary to prevent Covered Persons from engaging in any conduct prohibited by Rule 17j-l(b) under the 1940 Act, including conduct identified in Section C above.

At least annually, the Fund’s Chief Compliance Officer, on behalf of MCM, will provide to the Board of Trustees of the Funds, and the Trustees will review, a written report that summarizes existing procedures concerning personal trading (including any changes in the Code), certifies that Marsico has adopted procedures reasonably necessary to prevent violations of the Code, describes any issues arising under the Code, including any material violations and sanctions imposed since the last report to the Board, and identifies any recommended changes to the Code.

MCM’s Chief Compliance Officer must approve the Code on behalf of MCM.  On an annual basis, MCM’s Chief Compliance Officer, with the assistance of any designees, will also review the adequacy and effectiveness of the Code, and make any necessary recommendations for revisions of the Code.

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MCM’s Compliance Department is responsible for providing, as necessary, any training and education to Covered Persons regarding compliance with the Code.

H.4.Certification of Compliance

The Compliance Department will notify each Covered Person that he or she is subject to the Code and will provide each such person with a copy of the Code.  Each Covered Person will be asked to certify initially and periodically that he/she has received, read, understands, and has complied or will comply with the Code.  You must complete this Certification of Compliance upon commencement of employment and periodically thereafter.  Any material amendments to the Code will be circulated prior to becoming effective.

H.5.Adoption and Effective Date

Approved by:	/s/ Steven Carlson
Title:	Chief Compliance Officer
Effective as of:	October 1, 2004
Amended:	April 1, 2005
Approved by:	/s/ Steven Carlson
Title:	Chief Compliance Officer
Effective Date:	February 1, 2005

I.Definitions

1.“Access Person” means:

(a)Any “MCM-Supervised Person,” defined as any MCM partner, officer, director (or person with similar status or functions), or employee (or other person who provides investment advice for MCM and is subject to MCM’s supervision or control), if the MCM-Supervised Person:

(i)Has access to non-public information regarding any MCM client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any investment company advised or sub-advised by MCM; or

(ii)Is involved in making securities recommendations to clients, or has access to such recommendations that are non-public;

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(b)Any “Advisory Person of the Funds or of MCM,” defined as (i) any director, officer, general partner or employee of the Funds or MCM (or of any company in a control relationship to the Funds or MCM) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to those purchases or sales; and (ii) any natural person in a control relationship to the Funds or MCM who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by the Fund; and

(c)Any “Informed Underwriter Representative,” defined as a director, officer, or general partner of the principal underwriter to the Funds who, in the ordinary course of business, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities; provided that the Informed Underwriter Representative would not be required to meet reporting requirements under the Code (or any code of ethics maintained by the principal underwriter)unless the principal underwriter is an affiliated person of a Fund or MCM, or the Informed Underwriter Representative also serves as an officer, director, or general partner of a Fund or MCM.

(d)All directors, officers, and general partners of either MCM or the Funds are presumed to be Access Persons.

2.“Affiliated Fund” means any investment company (EXCEPT money market funds) for which a control affiliate of MCM (including a person that controls MCM, is controlled by MCM, or is under common control with MCM) acts as adviser, subadviser, or principal underwriter.  Investment companies for which MCM acts as adviser or subadviser are NOT considered to be Affiliated Funds.  MCM’s Compliance Department will maintain a listing of Affiliated Funds and will periodically distribute the list to all Covered Persons.

3.“Beneficial Ownership” has the same meaning as under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) under the Act.  Under those provisions, a person generally is the beneficial owner of (or has a Beneficial Ownership interest in) any securities in which the person has or shares a direct or indirect pecuniary interest.  A person’s Beneficial Ownership interest ordinarily extends to securities held in the name of a spouse, minor children, relatives resident in the person’s home, or unrelated persons in circumstances that suggest a sharing of financial interests, such as when the person makes a significant contribution to the financial support of the unrelated person, or shares in profits of the unrelated person’s securities transactions.  Key factors in evaluating Beneficial Ownership include the person’s ability to benefit from the proceeds of a security, and the extent of the person’s control over the security.

4.“Covered Person” means any person subject to the Code, which generally includes any Access Person or any Employee.

5.“Covered Security” means any security, as defined in Section 2(a)(36) of the Investment Company Act, except (1) direct obligations of the U.S. government; (2) bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments,

20

including repurchase agreements; or (3) shares issued by open-end registered investment companies (also known as mutual funds).   NOTE THAT FOR PURPOSES OF THIS CODE, shares of the Marsico Funds, MCM Sub-advised Funds, and Affiliated Funds are considered Covered Securities.

6.“Employee” means (1) any Marsico Employee, and (2) any temporary staffer who has worked for Marsico continuously for more than 30 days.

7.“Exempted Transaction” means a securities transaction listed in Section D.2.  The purchase or sale of a security through an Exempted Transaction generally is exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., unless otherwise noted in Section D.  An Exempted Transaction generally is not exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

8.“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

9.“Limited Offering” means any offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) of the Securities Act or pursuant to Rule 504, 505, or 506 under the Securities Act.  A Limited Offering generally includes any interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets, and certain interests in stock options or other deferred compensation.

10“Marsico Employee” means any officer, principal, or permanent employee of MCM, and any officer, trustee, or permanent employee of the Funds.  “Marsico Employee” does not include an inactive or semi-retired employee who receives salary or benefits, but does not actively participate in Marsico’s business, have access to current information regarding the purchase or sale of Covered Securities by the Funds, or make recommendations regarding those purchases or sales.

11.“Restricted Trading Security” means any security that a Covered Person generally may not purchase because of the prohibition on purchases in Section D.1.  Restricted Trading Securities include, without limitation, shares of common stock or preferred stock in a particular public operating company, MCM Sub-advised Fund shares, shares of closed-end investment companies, corporate bonds, and options or other derivatives based on any of these securities.  A Covered Person may otherwise hold, acquire, or sell a Restricted Trading Security (other than MCM Sub-advised Fund shares after a reasonable time), as explained in Section D.1.

12.“Security Held or to be Acquired by a Fund” means (1) any Covered Security that within the most recent 15 days (a) is or has been held by one of the Funds or a mutual fund sub-advised by MCM; or (b) is being or has been considered by a Fund or MCM for purchase by the Fund or a mutual fund sub-advised by MCM; and (2) any option to purchase or sell, and any security convertible into or exchangeable for, such a Covered Security.

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13.“Special Account” means a managed account in which a financial adviser, trustee, or other person buys or sells Restricted Trading Securities for a Covered Person (or for a person in whose securities a Covered Person has a Beneficial Ownership interest), provided that the account meets the requirements described in Section D.2.f.(4).

J.Forms

Attached to the Code are the following forms:

•Initial Personal Holdings Report;

•Quarterly Personal Transaction Report;

•Annual Personal Holdings Report;

•Sample Letter to Broker or Other Institution;

•Initial/Periodic Certification of Compliance with Code of Ethics;

•Approval of Investment in Limited Offering;

•Approval of Investment in Initial Public Offering;

•Special Account Certification;

•Pre-clearance Form.

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MARSICO CAPITAL MANAGEMENT, LLC (“MCM”)
Initial Personal Holdings Report

To be completed by all New MCM Employees Within 10 Days after Beginning Employment

NAME:                                                        

EFFECTIVE DATE (WHEN YOU

BEGAN EMPLOYMENT WITH MCM):                                                        

1.  Please list every “Covered Security” in which you had any direct or indirect beneficial ownership interest on the Effective Date, including securities owned by other persons.(8)

A Covered Security includes shares of exchange-traded funds, unit investment trusts, municipal bonds and state 529 Plans, closed-end funds, depositary receipts, broker folios, common stock, preferred stock, corporate bonds, hedge funds, and limited partnership interests, among other securities.  These may be held in custody or in certificate form.

Shares of Marsico Funds, MCM Sub-advised Funds, and Affiliated Funds are Covered Securities that are reported in a separate section on the holdings report.  Money market funds do not need to be reported.

Shares of registered open-end investment companies (mutual funds) which are not listed above, direct obligations of the U.S. government, bank CDs, or other high-quality short-term debt are NOT included in the definition of Covered Securities and do not need to be reported.

*        *        *

You may rely on account statements or confirmations that provide the requested information.  To do this, please attach copies to the report and state below that “Confirmations and/or account statements are attached”.  All information contained in attached confirmations or account statements must be current as of a date no more than 45 days prior to the date of your employment.

(8)You generally have an indirect beneficial ownership interest in, for example, securities or accounts (1) owned by a relative who lives in your home or whom you support, or by a nonrelative who shares significant financial arrangements with you, or (2) managed by an adviser for you or a close relative.  Your completion of this report is not an admission for other purposes that you have an ownership interest in securities or accounts reported here.

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Please write “None” below if you do not own a direct or indirect interest in a Covered Security.

TITLE AND SYMBOL OF COVERED SECURITY
(including interest rate and maturity date if applicable) NUMBER OF
SHARES (if
equity) PRINCIPAL
AMOUNT (if
debt)

Please write “None” below if you do not own a direct or indirect interest in the following fund shares.  Money market funds do not need to be reported.

MARSICO FUND SHARES, MCM SUB-ADVISED FUND
SHARES, OR AFFILIATED FUND SHARES (please list all
shares or attach all relevant account statements and/or
confirmations) NUMBER OF
SHARES

2.  Please list the name and address of each broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account containing ANY securities held for your direct or indirect benefit on the Effective Date.

Please also list the approximate date the account was established, and registration information including the number of the account and the name in which it is registered (if not your own).

Securities accounts should be listed if they contain any securities, not just Covered Securities.  Accounts to be listed include brokerage, IRA, 401(k), profit-sharing, pension, retirement, trust, mutual fund, hedge fund, or limited partnership accounts maintained for you, or for other persons if you have a beneficial ownership interest in the account.(9)  You need not list accounts that hold no securities, such as a savings account.  Your account with the MCM 401(k) plan is already listed for you.

(9)You generally have an indirect beneficial ownership interest in accounts owned by persons such as those listed in the previous footnote.

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NAME/ADDRESS OF BROKER, DEALER, BANK, OR OTHER INSTITUTION	DATE SECURITIES ACCOUNT WAS ESTABLISHED	ACCOUNT REGISTRATION (Self/Other) AND NUMBER/S
Great-West Life & Annuity Insurance Co.	(Please state approximate date)	Self:
401(k) Operations		MCM 401(k) Plan No. 934587-01,
8525 East Orchard Road		Participant Account
Greenwood Village, Colorado 80111		(Please state all account numbers)
UMB Fund Services, Inc.	(Please state approximate date)	(Please state all account numbers)
803 West Michigan Street
Milwaukee, Wisconsin 53233

3.  Please send a letter or other instruction (sample attached) to every broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account for your direct or indirect benefit on the Effective Date.(10)

The letter or instruction should ask the institution to mail to MCM’s compliance department (1) a duplicate confirmation of each transaction in each account, and (2) a duplicate copy of each periodic account statement.  Please attach to this report a copy of each letter or instruction.

*        *        *

You need not send a letter to the MCM 401(k) plan (which provides information to MCM directly), or send a letter to UMB about an account that holds only Marsico funds through UMB (which provides information to MCM).  You also need not send a letter to an institution (such as

(10)You need not send a new letter to an institution if you previously sent a similar letter that references every account maintained at that institution for your benefit on the Effective Date (including accounts maintained for other persons), and you attach a copy to this report.

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a real estate limited partnership) that holds a securities account for you (such as a record of a partnership interest) but does not itself invest in securities.

CERTIFICATION

I certify that I have responded fully to Request Nos. 1 and 2, and have instructed each broker, dealer, bank, or other institution to provide the information requested in Request No. 3 of this Initial Personal Holdings Report.

Name:
	(please print)
Signature:
Date Submitted:

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MARSICO CAPITAL MANAGEMENT, LLC (“MCM”)
Quarterly Personal Transaction Report

To be completed by all MCM Employees Within Thirty Days After Each Calendar Quarter

NAME:(11)                                                                 

CALENDAR QUARTER JUST ENDED:  (please indicate below)

1^ST Q 2^ND Q 3^RD Q 4^TH Q

200    

1.  Please list on page 2 each “transaction” in the past quarter in a “Covered Security” in which you had a direct or indirect beneficial ownership interest.(12)  A transaction generally happens when someone acquires or disposes of a Covered Security.

A Covered Security includes shares of exchange-traded funds, unit investment trusts, municipal bonds and state 529 Plans, closed-end funds, depositary receipts, broker folios, common stock, preferred stock corporate bonds, hedge funds, and limited partnership interests, among other securities.

Shares of Marsico Funds, MCM Sub-advised Funds, and Affiliated Funds are Covered Securities.  Transactions in these shares are reported in a separate section of the transaction report.  Money market fund transactions do not need to be reported.

Shares of registered open-end investment companies (mutual funds) which are not listed above, direct obligations of the U.S. government, bank CDs, or other high-quality short-term debt are NOT included in the definition of Covered Securities, and transactions in such investments do not need to be reported.

*        *        *

(11)This report also serves as MCM’s record of every transaction in certain types of securities in which an advisory representative has any direct or indirect beneficial ownership, as required by Rule 204-2(a)(12) under the Investment Advisers Act.

(12)You generally have an indirect beneficial ownership interest in, for example, securities or accounts (1) owned by a relative who lives in your home or whom you support, or by a nonrelative who shares significant financial arrangements with you, or (2) managed by an adviser for you or a close relative.  Your completion of this report is not an admission for other purposes that you have an ownership interest in securities or accounts reported here.

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You may rely on confirmations or account statements that provide the requested information.  To do this, please state on page 2 that: (a) “I know my broker/dealer/bank/other institution sent copies of all relevant confirmations and account statements to MCM no later than 30 days after the end of the applicable calendar quarter,” if true; or (b) “Confirmations and/or account statements are attached” (and attach copies).   Only (b) is acceptable for Marsico Fund shares, Marsico Sub-advised Fund shares, and Affiliated Fund shares.

Please write “None” on page 2 if no transaction in Covered Securities happened this quarter.

2

DATE OF TRANSACTION	TITLE AND SYMBOL OF COVERED SECURITY (including interest rate and maturity date if applicable)	NUMBER OF SHARES (if equity)	PRINCIPAL AMOUNT (if debt)	NATURE OF TRANSACTION (purchase, sale, dividend, gift, etc.)	PRICE OF COVERED SECURITY at which transaction was effected	NAME OF BROKER, DEALER, OR BANK through which transaction was effected
o    I know my broker/dealer/bank/other institution sent copies of all relevant account statements and confirmations to MCM no later than 30 days after the end of the applicable calendar quarter.
o    I do not have any transactions to report this quarter.
(For Marsico Fund shares, MCM Sub-advised Fund shares, and Affiliated Fund shares, please list all transactions or attach all
relevant account statements or confirmations – DO NOT INCLUDE MONEY MARKET FUNDS)
o  Confirmations and/or account statements are attached.
o  I do not have any transactions to report this quarter.

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2.  Please list the name and address of each broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account containing ANY securities held for your direct or indirect benefit in the past quarter.

Please also list the approximate date the account was established, and registration information including the number of the account and the name in which it is registered (if not your own).

Securities accounts should be listed if they contain any securities, not just Covered Securities.  Accounts to be listed include brokerage, IRA, 401(k), profit-sharing, pension, retirement, trust, mutual fund, hedge fund, or limited partnership accounts maintained for you, or for other persons if you have a beneficial ownership interest in the account.(13)  You need not list accounts that hold no securities, such as a savings account.  Your account with the MCM 401(k) plan is already listed for you.

NAME/ADDRESS OF BROKER, DEALER, BANK, OR OTHER INSTITUTION	DATE SECURITIES ACCOUNT WAS ESTABLISHED	ACCOUNT REGISTRATION (Self/Other) AND NUMBER/S
Great-West Life & Annuity Insurance Co.	(Please state	Self:
401(k) Operations	approximate date)	MCM 401(k) Plan No. 934587-01
8525 East Orchard Road		Participant Account
Greenwood Village, Colorado 80111		(Please state all account numbers)
UMB Fund Services, Inc.	(Please state	(Please state all account numbers)
803 West Michigan Street	approximate date)
Milwaukee, Wisconsin 53233

(13)You generally have an indirect beneficial ownership interest in accounts owned by persons such as those listed in the previous footnote.

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3.  Please send a letter or other instruction (sample attached) to every broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that established a NEW account for your direct or indirect benefit in the past quarter.

The letter or instruction should ask the institution to mail to MCM’s compliance department (1) a duplicate confirmation of each transaction in each account, and (2) a duplicate copy of each periodic account statement.  Please attach to this report a copy of each letter or instruction.

You need not send a letter to the MCM 401(k) plan (which provides information to MCM directly), or send a letter to UMB about an account that holds only Marsico funds through UMB (which provides information to MCM).  You also need not send a letter to an institution (such as a real estate limited partnership) that holds a securities account for you (such as a record of a partnership interest) but does not itself invest in securities.

4.  If you own an interest in a private fund or managed account that invests in securities and is not managed by MCM, please sign the private fund/managed account certification below.

GENERAL QUARTERLY CERTIFICATION

I certify that:

•I have responded fully to Request Nos. 1 and 2;

•I have instructed each broker, dealer, bank, or other institution to provide the information requested in Request No. 3 of this Quarterly Personal Transaction Report;

•I have signed the private fund/managed account certification below if I own an interest in a private fund or managed account that invests in securities and is not managed by MCM.

Name:
	(please print)
Signature:
Date Submitted:

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PRIVATE FUND/MANAGED ACCOUNT CERTIFICATION

I own an interest in a private fund or managed account that invests in securities and is not managed by MCM.  I certify that:

•The manager of the fund/account has complete control of the fund/account under a written grant of discretion or other formal agreement.

•I have no direct or indirect influence or control over the fund/account or investment decisions made for it.

•I (and any related person) have not disclosed and will not disclose to the fund/account manager any action that MCM has taken or may take relating to any security, or any consideration by Marsico of any security.

•The fund/account manager and other representatives of the fund/account have not disclosed and will not disclose to me any investment decision for the fund/account until after it has been implemented.

•I have reported and will continue to report to MCM the existence of the fund/account in my periodic reports.

•If requested, I will report the fund’s/accounts securities holdings and transactions to MCM.

Name:
	(please print)
Signature:
Date Submitted:

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SAMPLE LETTER TO BROKER OR OTHER INSTITUTION

Date

Institution Name

Address

Re:	Request for Duplicate Confirmations and Account Statements
	Account Registration/Name:
	Account No/s:

Dear Sir or Madam:

Effective at once, if you are not already doing so, please mail regularly to Marsico Capital Management, LLC:

(1)A duplicate confirmation of each transaction that occurs in all accounts listed above (and in any related accounts that are open now or in the future); and

(2)A duplicate copy of all periodic account statements for the same accounts.

The mailing address where the duplicate confirmations and statements should be sent is:

Marsico Capital Management, LLC

Attention:  Compliance Department

1200 17^th Street, Suite 1600

Denver, Colorado  80202

Thank you for your prompt attention to this matter.

Sincerely,

Your name

cc:Marsico Capital Management, LLC

Compliance Department

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MARSICO CAPITAL MANAGEMENT, LLC (“MCM”)

Annual Personal Holdings Report

To be completed by all MCM Employees annually as of an Effective Date determined by the Compliance
Department within 45 days after Effective Date

NAME: 

EFFECTIVE DATE:  (please indicate) 

1.  Please list every “Covered Security” in which you had any direct or indirect beneficial ownership interest on the Effective Date, including securities owned by other persons.(14)

A Covered Security includes shares of exchange-traded funds, unit investment trusts, municipal bonds and state 529 Plans, closed-end funds, depositary receipts, broker folios, common stock, corporate bonds, preferred stock, hedge funds, and limited partnership interests, among other securities.

Shares of Marsico Funds, MCM Sub-advised Funds, and Affiliated Funds are Covered Securities that are reported in a separate section on the holdings report.  Money market funds do not need to be reported.

Shares of registered open-end investment companies (mutual funds) which are not listed above, direct obligations of the U.S. government, bank CDs, or other high-quality short-term debt are NOT included in the definition of Covered Securities, and do not need to be reported.

*        *        *

You may rely on account statements or confirmations that provide the requested information.  To do this, please attach copies to the report and state below that: “Confirmations and/or account statements are attached”.  All information contained in attached confirmations or account statements must be current as of a date no more than 45 days prior to the date of submission of this report.

(14)You generally have an indirect beneficial ownership interest in, for example, securities or accounts (1) owned by a relative who lives in your home or whom you support, or by a nonrelative who shares significant financial arrangements with you, or (2) managed by an adviser for you or a close relative.  Your completion of this report is not an admission for other purposes that you have an ownership interest in securities or accounts reported here.

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Please write “None” below if you do not own a direct or indirect interest in a Covered Security.  Please list the security details or attach account statements containing the relevant information.

TITLE AND SYMBOL OF COVERED SECURITY
(including interest rate and maturity date if applicable) NUMBER OF
SHARES (if
equity) PRINCIPAL
AMOUNT (if
debt)

Please write “None” below if you do not own a direct or indirect interest in the following fund shares.  Money market funds do not need to be reported.  Please list the fund share details or attach account statements containing the relevant information.

MARSICO FUND SHARES, MCM SUB-ADVISED FUND
SHARES, OR AFFILIATED FUND SHARES NUMBER OF
SHARES

2.  Please list the name and address of each broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account containing ANY securities held for your direct or indirect benefit on the Effective Date.

Please also list the approximate date the account was established, and registration information including the number of the account and the name in which it is registered (if not your own).

Securities accounts should be listed if they contain any securities, not just Covered Securities.  Accounts to be listed include brokerage, IRA, 401(k), profit-sharing, pension, retirement, trust, mutual fund, hedge fund, or limited partnership accounts maintained for you, or for other persons if you have a beneficial ownership interest in the account.(15)  You need not list accounts that hold no securities, such as a savings account.  Your account with the MCM 401(k) plan is already listed for you.

(15)You generally have an indirect beneficial ownership interest in accounts owned by persons such as those listed in the previous footnote.

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NAME/ADDRESS OF BROKER, DEALER, BANK, OR OTHER INSTITUTION	DATE SECURITIES ACCOUNT WAS ESTABLISHED	ACCOUNT REGISTRATION (Self/Other) AND NUMBER/S
Great-West Life & Annuity Insurance Co.	(Please state	Self:
401(k) Operations	approximate date)	MCM 401(k) Plan No. 934587-01,
8525 East Orchard Road		Participant Account
Greenwood Village, Colorado 80111		(Please state all account numbers)
UMB Fund Services, Inc.	(Please state	(Please state all account numbers)
803 West Michigan Street	approximate date)
Milwaukee, Wisconsin 53233

3.  Please send a letter or other instruction (sample attached) to every broker, dealer, bank, or other institution (such as the general partner of a limited partnership, or transfer agent of a company) that maintained an account for your direct or indirect benefit on the Effective Date.(16)

The letter or instruction should ask the institution to mail to MCM’s compliance department (1) a duplicate confirmation of each transaction in each account, and (2) a duplicate copy of each periodic account statement.  Please attach to this report a copy of each letter or instruction.

*        *        *

You need not send a letter to the MCM 401(k) plan (which provides information to MCM directly), or send a letter to UMB about an account that holds only Marsico funds through UMB (which provides information to MCM).  You also need not send a letter to an institution (such as a real estate limited partnership) that holds a securities account for you (such as a record of a partnership interest) but does not itself invest in securities.

(16)You need not send a new letter to an institution if you previously sent a similar letter that references every account maintained at that institution for your benefit on the Effective Date (including accounts maintained for other persons), and you attach a copy to this report.

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CERTIFICATION

I certify that I have responded fully to Request Nos. 1 and 2, and have instructed each broker, dealer, bank, or other institution to provide the information requested in Request No. 3 of this Annual Personal Holdings Report.

Name:
	(please print)
Signature:
Date Submitted:

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Sample Letter to Broker or Other Institution

Date

Institution Name

Address

Re:	Request for Duplicate Confirmations and Account Statements
	Account Registration/Name:
	Account No/s:

Dear Sir or Madam:

Effective at once, if you are not already doing so, please mail regularly to Marsico Capital Management, LLC:

(1)A duplicate confirmation of each transaction that occurs in all accounts listed above (and in any related accounts that are open now or in the future); and

(2)A duplicate copy of all periodic account statements for the same accounts.

The mailing address where the duplicate confirmations and statements should be sent is:

Marsico Capital Management, LLC

Attention:  Compliance Department

1200 17^th Street, Suite 1600

Denver, Colorado  80202

Thank you for your prompt attention to this matter.

Sincerely,

Your name

cc:Marsico Capital Management, LLC

Compliance Department

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Initial Certification of Compliance

WITH THE CODE OF ETHICS

OF MARSICO CAPITAL MANAGEMENT, LLC

AND THE MARSICO INVESTMENT FUND

To be completed by all New MCM Employees

I hereby acknowledge receipt of the Code of Ethics (the “Code”) of Marsico Capital Management, LLC (“MCM”) and the Marsico Investment Fund.  I hereby certify that I (i) recently have read the Code (including any updates) and understand its provisions; (ii) will comply with the Code; (iii) have fully and accurately disclosed to MCM all of my securities holdings as required by the Code; and (iv) have requested brokerage confirmations and monthly account statements for all my securities accounts to be provided directly by my broker or bank or other institution to MCM as required by the Code.

Name:
	(Please print or type clearly)
Signature:
Date:

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Periodic Certification of Compliance
WITH THE CODE OF ETHICS
OF MARSICO CAPITAL MANAGEMENT, LLC

AND THE MARSICO INVESTMENT FUND

To be completed by all MCM Employees

I hereby acknowledge receipt of the Code of Ethics (the “Code”) of Marsico Capital Management, LLC (“MCM”) and the Marsico Investment Fund.  I hereby certify that I (i) recently have re-read the Code (including any updates) and understand its provisions; (ii) have complied with and will continue to comply with the requirements of the Code; (iii) have fully and accurately disclosed to MCM all of my securities holdings and personal securities transactions on a quarterly and annual basis as required by the Code; and (iv) have requested brokerage confirmations and monthly account statements for all my securities accounts to be provided directly by my broker or bank or other institution to MCM as required by the Code.

Name:
	(Please print or type clearly)
Signature:
Date:

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Approval of Investment in Limited Offering

I , hereby certify as follows:

(Print Name)

I seek the approval of Marsico Capital Management, LLC (“MCM”) to invest in a Limited Offering (such as an interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets, or certain interests in stock options or other deferred compensation), as required by SEC rules and the Code of Ethics.  The Limited Offering is an unregistered offering in:  (please circle number)

1.A private operating company, partnership, limited liability company, or similar company that does not primarily invest in securities, but invests primarily in an operating business, real estate, or other assets.  I have listed the name of the company, the nature of its business, and the amount of my anticipated investment over time.  I believe that my investment in this company or partnership will not appropriate for myself an investment opportunity that should be reserved for MCM’s clients, and will not conflict with the interests of MCM’s clients, for the reasons stated below:

2.A hedge fund or other unregistered investment company that is advised or subadvised by MCM.

3.Any other hedge fund, venture capital fund, private equity fund, or other unregistered investment company that primarily invests in securities.  I have listed below the name of the fund, name of the fund manager, nature of the fund’s investments, amount of my anticipated investment over time, and any facts supporting my desire to invest in the fund.

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I further certify that my investment in this hedge fund or other unregistered investment company will meet the following requirements:

(a)  The fund manager will have complete control over the fund under a written grant of discretion or other formal arrangement described above, and I will have no direct or indirect influence or control over the fund or investment decisions made for it;

(b)  I (and any related person) will not disclose to the fund manager or any representative of the fund any action that Marsico may take or has or has not taken, or any consideration by Marsico of any security;

(c)  The fund manager and other fund representatives will not disclose to me any investment decision to be implemented for the fund until after the decision has been implemented; and

(d)  I will report to MCM the existence of the fund account in my periodic holdings and transaction reports.  I will report securities holdings and transactions in the fund through account statements or otherwise if requested, and meet any additional conditions stated below.

4.An unregistered interest in stock options or other deferred compensation.  I seek the approval of Marsico Capital Management (“MCM”) to participate in my employer’s stock option plan and/or stock purchase plan through which my employer makes company stock available to me as part of my compensation arrangements.  I have listed below the ESOP/ESPP Account, registration number, company name, securities to be held under the employment plan and any facts supporting my arrangement to hold an interest in the ESOP/ESPP Account.  I believe that my receipt of these options or other compensation will not appropriate for myself an investment opportunity that should be reserved for MCM’s clients, and will not conflict with the interests of MCM’s clients, for the following reasons:

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I certify that my investment activities in this ESOP/ESPP Account are subject to the following requirements:

(a)I understand that pursuant to the MCM Code of Ethics, I may buy or sell these Restricted Trading Securities under an employment arrangement, and may exercise or sell any options, if my employer or an affiliate issues the securities or options.

(b)I understand that I remain subject to the MCM Insider Trading Policy which forbids any Employee from (1) buying or selling a security while in possession of nonpublic, material information about that security, or (2) communicating material nonpublic information to others in violation of the law.

(c)I will report to MCM the existence of the ESOP/ESPP Account in my periodic holdings and transaction reports.  I will report securities holdings and transactions in the Account through account statements or otherwise if requested, and meet any additional conditions stated below.

Name:
	(Signature)
Date:
Approved:
		(Compliance Department)
Date:

Additional Conditions:

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Approval of Investment in Initial Public Offering

I , hereby certify as follows:

(Print Name)

I seek the approval of Marsico Capital Management (“MCM”) to invest in an Initial Public Offering (“IPO”), as required by SEC rules and the Code of Ethics.

A. The IPO will be a public offering by an issuer described below:  (please circle number below)

1.An issuer whose publicly issued securities I already own is making a rights offering under which all public shareholders may purchase a limited number of shares of an IPO.  MCM has granted approval in the Code to invest in IPOs involving this type of rights offering.

2.An issuer whose privately issued securities I already own is offering private shareholders the opportunity to purchase shares of an IPO.  I believe that my investment in IPO securities offered by this issuer will not appropriate for myself an investment opportunity that should be reserved for MCM’s clients, and will not conflict with the interests of MCM’s clients, for the following reasons:

3.An issuer will offer me the right to purchase shares of an IPO for reasons not stated above.  I believe that my investment in IPO securities offered by this issuer will not appropriate for myself an investment opportunity that should be reserved for MCM’s clients, and will not conflict with the interests of MCM’s clients, for the following reasons:

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B.I agree that if MCM grants approval to invest in the IPO, I will comply with any restriction on the subsequent sale of the securities that MCM chooses to impose, including waiting for at least a fixed period of time (such as 90 days) after the offering before selling the securities.  I will also comply with the pre-approval, holding period, and blackout period requirements of the Code for the sale of the securities.

Name:
	(Signature)
Date:
Approved:
		(Compliance Department)
Date:

Additional Conditions:

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Special Account Certification

I , hereby certify as follows:

(Print Name)

I seek the approval of Marsico Capital Management (“MCM”) to hold an interest in a managed Special Account through which a financial adviser, trustee, or other person may buy or sell Restricted Trading Securities for me (or for another person in whose securities I have a Beneficial Ownership interest).  Approval is required by the Code of Ethics.

I have listed below the Special Account, registration number, name of the financial adviser, trustee, or other person who will manage the Special Account, and any facts supporting my desire to hold an interest in the Special Account.

I certify that my investment in this Special Account will meet the following requirements:

(a)  The financial adviser, trustee, or other person who manages the Special Account will have complete control over the account under a written grant of discretion or other formal arrangement described above, and I will have no direct or indirect influence or control over the Special Account or investment decisions made for it;

(b)  I (and any related person) will not disclose to the financial adviser, trustee, or other person who manages the Special Account any action that Marsico may take or has or has not taken, or any consideration by Marsico of any security;

(c)  The financial adviser, trustee, or other person who manages the Special Account will not disclose to me any investment decision to be implemented for the Special Account until after the decision has been implemented; and

(d)  I will report to MCM the existence of the Special Account in my periodic holdings and transaction reports.  I will report securities holdings and transactions in the Special Account through account statements or otherwise if requested, and meet any additional conditions stated below.

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Name:
	(Signature)
Date:
Approved:
		(Compliance Department)
Date:

Additional Conditions:

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Pre-clearance Form

Employee Name

Person on whose Behalf Trade is Being Executed (if different)

Broker	Brokerage Account Number
Security/Fund	Ticker Symbol
Number of Shares or Units	Price per Share or Unit
Approximate Total Price

To the best of your knowledge, is the requested transaction consistent with the letter and spirit of the MCM Insider Trading

Policy? Yes o              No o

To the best of your knowledge, is the requested transaction consistent with the letter and spirit of the MCM/Marsico Funds Code of

Ethics? Yes o              No o

Have you acquired the securities within the last 60 days? Yes o              No o

(attach 90-day transaction history for Marsico Fund shares or Marsico Sub-advised Fund shares)

I certify that the above information is complete and accurate.

Signature Date

For Compliance Department Use Only
Information from Trading Desk:
Current Orders on desk?
Traded within the last 7 days?
Portfolio managers planning on trading in next 7 days?
Remarks:
Approval/Disapproval
Approved: Y o  N o  Returned to employee on (date)
Approved by	Date:	Signature:

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EX-99.(P)(7)

Exhibit 99.(p)(7)

PIMCO CODE OF ETHICS

Effective January 6, 2005

INTRODUCTION

General Principles

This Code of Ethics (“Code”) is based on the principle that you, as a director, officer or other Advisory Employee of Pacific Investment Management Company LLC (“PIMCO”), owe a fiduciary duty to, among others, the shareholders of Funds and other clients (together with the Funds, the “Advisory Clients”) for which PIMCO serves as an advisor or sub-advisor. Accordingly, you must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our Advisory Clients.

At all times, you must observe the following general rules:

1.You must place the interests of our Advisory Clients first. In other words, as a fiduciary you must scrupulously avoid serving your own personal interests ahead of the interests of our Advisory Clients. You must adhere to this general fiduciary principle as well as comply with the Code’s specific provisions. Technical compliance with the Code’s procedures will not automatically insulate from scrutiny any trades that indicate an abuse of your fiduciary duties or that create an appearance of such abuse. PIMCO expects that, in your personal trading activities, as in your other activities, you will behave in an ethical manner that is consistent with PIMCO’s dedication to fundamental principals of openness, integrity, honesty and trust.

Your fiduciary obligation applies not only to your personal trading activities but also to actions taken on behalf of Advisory Clients. In particular, you may not cause an Advisory Client to take action, or not to take action, for your personal benefit rather than the benefit of the Advisory Client. For example, you would violate this Code if you caused an Advisory Client to purchase a Security or Futures Contract you owned for the purpose of increasing the value of that Security or Futures Contract. If you are a portfolio manager or an employee who provides information or advice to a portfolio manager or helps execute a portfolio manager’s decisions, you would also violate this Code if you made a personal investment in a Security or Futures Contract that might be an appropriate investment for an Advisory Client without first considering the Security or Futures Contract as an investment for the Advisory Client.

Similarly, PIMCO expects you to respect and to protect the confidentiality of material non-public information about our Advisory Clients. PIMCO has adopted Policies and Procedures Applicable to the Disclosure of Information About the Portfolio Holdings of the Funds that PIMCO Advises. You are required to comply with those policies and procedures, which are incorporated into this Code

and attached hereto as Appendix II. Violations of those policies and procedures may be sanctioned under the provisions of this Code.

2.You must conduct all of your personal Investment Transactions in full compliance with this Code, the Allianz Global Investors of America L.P. (“AGI”) Insider Trading Policy and Procedures (the “AGI Insider Trading Policy”) and applicable federal securities laws, and in such a manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility. PIMCO encourages you and your family to develop personal investment programs. However, those investment programs must remain within boundaries reasonably necessary to ensure that appropriate safeguards exist to protect the interests of our Advisory Clients and to avoid even the appearance of unfairness or impropriety. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading PERSONAL INVESTMENT TRANSACTIONS and you must comply with the policies and procedures set forth in the AGI Insider Trading Policy, which is attached to this Code as Appendix III. Doubtful situations should be resolved in favor of our Advisory Clients and against your personal trading.

3.You must not take inappropriate advantage of your position. The receipt of investment opportunities, perquisites, gifts or gratuities from persons seeking business with PIMCO directly or on behalf of an Advisory Client could call into question the independence of your business judgment. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading GIFTS AND SERVICE AS A DIRECTOR. Doubtful situations should be resolved against your personal interest.

The General Scope Of The Code’s
Applications To Personal Investment Activities

The Code reflects the fact that PIMCO specializes in the management of fixed income portfolios. The vast majority of assets PIMCO purchases and sells on behalf of its Advisory Clients consist of corporate debt Securities, U.S. and foreign government obligations, asset-backed Securities, money market instruments, foreign currencies, and futures contracts and options with respect to those instruments. For its StocksPLUS portfolios, PIMCO also purchases futures and options on the S & P 500 index and, on rare occasions, may purchase or sell baskets of the stocks represented in the S & P 500 index. For its Convertible portfolios and other Advisory Clients, PIMCO purchases convertible securities that may be converted or exchanged into underlying shares of common stock. Other PIMCO Funds may also invest in convertible securities. The Convertible portfolios and other Advisory Clients may also invest a portion of their assets in common stocks.

Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Investment Advisers Act require reporting of all personal transactions in Securities (other than certain Exempt Securities) by certain persons, whether or not they are Securities that might be purchased or sold by PIMCO on behalf of its Advisory Clients. The Code implements those reporting

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requirements as well as additional reporting requirements that PIMCO has adopted in light of regulatory developments regarding trading in mutual fund shares.

However, since the purpose of the Code is to avoid conflicts of interest arising from personal trading activities in Securities and other instruments that are held or might be acquired on behalf of our Advisory Clients, this Code only places restrictions on personal trading activities in such investments. As a result, this Code does not place restrictions (beyond reporting) on personal trading in most individual equity Securities. Although equities are Securities, they are not purchased or sold by PIMCO on behalf of the vast majority of PIMCO’s Advisory Clients and PIMCO has established special procedures to avoid conflicts of interest that might otherwise arise from personal trading in such equity securities. On the other hand, this Code does require reporting and restrict trading in certain Futures Contracts that, although they are not Securities, are instruments in which PIMCO frequently trades for many of its Advisory Clients.

This Code applies to PIMCO’s officers and directors as well as to all of its Advisory Employees. The Code recognizes that portfolio managers and the investment personnel who provide them with advice and who execute their decisions occupy more sensitive positions than other Advisory Employees and that it is appropriate to subject their personal investment activities to greater restrictions.

The Organization Of The Code

The remainder of this Code is divided into three sections. The first section concerns Persona] Investment Transactions. The second section describes the restrictions on Gifts And Service As A Director. The third section summarizes the methods for ensuring Compliance under the Code. In addition, the following Appendices are also a part of this Code:

I.	Definitions of Capitalized Terms
II.	PIMCO Policies and Procedures Applicable to the Disclosure of Information About the Portfolio Holdings of the Funds that PIMCO Advises
III.	The AGI Insider Trading Policy
IV.	Form for Acknowledgment of Receipt of this Code
V.	Form for Annual Certification of Compliance with this Code
VI.	Form for Initial Report of Accounts
VII.	Form for Quarterly Report of Investment Transactions
VIII.	Form for Annual Holdings Report
IX.	Preclearance Request Form
X.	Preclearance Request Form for an Investment Transaction in a PIMCO Closed End Fund
XL	PIMCO Compliance Officers

Questions

Questions regarding this Code should be addressed to a Compliance Officer listed on Appendix XI.

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PERSONAL INVESTMENT TRANSACTIONS

In General

Subject to the limited exceptions described below, you are required to report all Investment Transactions in Securities and Futures Contracts made by you, a member of your Immediate Family or a trust in which you have an interest, or on behalf of any account in which you have an interest or which you direct. In addition, you must preclear certain Investment Transactions in Securities and Futures Contracts that PIMCO holds or may acquire on behalf of an Advisory Client, including certain Investment Transactions in Related Securities.

The details of these reporting and preclearance requirements are described below. This Code uses a number of acronyms and capitalized terms, e.g. AGI, Advisory Client, Advisory Employee, Beneficial Ownership, Code, Compliance Officer, Designated Equity Security, Duplicate Broker Reports, Exempt Security, Fixed Income Security, Fund, Futures Contract, Immediate Family, Initial Public Offering, Insider Trading Policy, Investment Company Act, Investment Transaction, Money Market Fund, Mutual Fund, Mutual Fund Security, PAD, Personal Account, PIMCO, Portfolio Employee, Private Placement, Qualified Foreign Government, Related Account, Related Security, Relevant Debt Security, Reportable Fund, Security, and Tax-Exempt Municipal Bond. The definitions of these acronyms and capitalized terms are set forth in Appendix I. To understand your responsibilities under the Code, it is important that you review and understand the definitions in Appendix I.

Reporting Obligations

Notification Of Reporting Obligations

As an Advisory Employee, you are required to report accounts and Investment Transactions in accordance with the requirements of this Code.

Use Of Broker-Dealers And Futures Commission Merchants

Unless you are an independent director, you must use a registered broker-dealer or registered futures commission merchant to engage in any purchase or sale of a publicly-traded Security or Publicly-Traded Futures Contract. This requirement also applies to any purchase or sale of a publicly-traded Security or of a Publicly-Traded Futures Contract in which you have, or by reason of an Investment Transaction will acquire, a Beneficial Ownership interest. Thus, as a general matter, any Investment Transaction in publicly-traded Securities or Publicly-Traded Futures Contracts by members of your Immediate Family will need to be made through a registered broker-dealer or futures commission merchant. For transactions involving a Mutual Fund Security that may be sold directly by a Mutual Fund, you may transact purchases or sales of these shares with the Mutual Fund’s transfer agent or other designated entity.

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Initial Report

Within 10 days after commencing employment or within 10 days of any event that causes you to become subject to this Code (e.g. promotion to a position that makes you an Advisory Employee), you shall supply to a Compliance Officer copies of the most recent statements for each and every Personal Account and Related Account that holds or is likely to hold a Security or a Futures Contract in which you have a Beneficial Ownership interest, as well as copies of confirmations for any and all Investment Transactions subsequent to the effective date of those statements. These documents shall be supplied to the Compliance Officer by attaching them to the form appended hereto as Appendix VI.

On that same form you shall supply the name of any broker, dealer, transfer agent, bank or futures commission merchant and the number for any Personal Account and Related Account that holds or is likely to hold a Security or a Futures Contract in which you have a Beneficial Ownership interest for which you cannot supply the most recent account statement. You shall also certify, where indicated on the form, that the contents of the form and the documents attached thereto disclose all such Personal Accounts and Related Accounts.

In addition, you shall also supply, where indicated on the form, the following information for each Security or Futures Contract in which you have a Beneficial Ownership interest, to the extent that this information is not available from the statements attached to the form:

1.A description of the Security or Futures Contract, including, as applicable, its name, title, interest rate, maturity date, exchange ticker symbol or CUSIP number;

2.The quantity (e.g., in terms of numbers of shares, units or contracts) and principal amount (in dollars) of the Security or Futures Contract; and

3.The name of any broker, dealer, transfer agent, bank or futures commission merchant with which you maintain an account in which the Security or Futures Contract is held.

The information contained in your Initial Report (Appendix VI) and in the statements and other documents attached to that form must be current as of a date not more than 45 days prior to the date upon which you become an Advisory Employee. You must sign and date your Initial Report.

New Accounts

Immediately upon the opening of a new Personal Account or a Related Account that holds or is likely to hold a Security or a Futures Contract, you shall supply a Compliance Officer with the name of the broker, dealer, transfer agent, bank or futures commission merchant for that account, the identifying number for that Personal Account or Related Account, and the date the account was established.

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Timely Reporting Of Investment Transactions

You must cause each broker, dealer, transfer agent, bank or futures commission merchant that maintains a Personal Account or a Related Account that holds a Security or a Futures Contract in which you have a Beneficial Ownership interest to provide to a Compliance Officer, on a timely basis, duplicate copies of trade confirmations of all Investment Transactions in that account and of periodic statements for that account (“Duplicate Broker Reports”).

In addition, you must report to a Compliance Officer, on a timely basis, any Investment Transaction in a Security or a Futures Contract in which you have or acquired a Beneficial Ownership interest that was established without the use of a broker, dealer, transfer agent, bank or futures commission merchant.

Quarterly Certifications And Reporting

At the end of the first, second and third calendar quarters, a Compliance Officer will provide you with a list of all accounts that you have previously identified to PIMCO as a Personal Account or a Related Account that holds or is likely to hold a Security or a Futures Contract. Within 30 days after the end of that calendar quarter, you shall make any necessary additions, corrections or deletions to that list and return it to a Compliance Officer with a certification that: (a) the list, as modified (if necessary), represents a complete list of the Personal Accounts and Related Accounts that hold Securities or Futures Contracts in which you have or had a Beneficial Ownership interest and for which PIMCO should have received or will receive timely Duplicate Broker Reports for the calendar quarter just ended, and (b) the broker, dealer, transfer agent, bank or futures commission merchant for each account on the list has been instructed to send a Compliance Officer timely Duplicate Broker Reports for that account no later than 30 days after the end of that calendar quarter.

You shall provide, on a copy of the form attached hereto as Appendix VII, the following information for each Investment Transaction during the calendar quarter just ended, to the extent that the Duplicate Broker Reports for that calendar quarter did not supply or will not supply this information to PIMCO within 30 days after the close of the calendar quarter:

1.The date of the Investment Transaction;

2.A description of the Security or Futures Contract, including, as applicable, its name, title, interest rate, maturity date, exchange ticker symbol or CUSIP number;

3.The quantity (e.g., in terms of numbers of shares, units or contracts) and principal amount (in dollars) of each Security or Futures Contract involved;

4.The nature of the Investment Transaction (i.e., purchase, sale or any other type of acquisition or disposition);

5.The price of the Security or Futures Contract at which the transaction was effected; and

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6.The name of the broker, dealer, transfer agent, bank, or futures commission merchant with or through which the Investment Transaction was effected.

You shall provide similar information for the fourth calendar quarter on a copy of the form attached hereto as Appendix VIII, which form shall also be used for the Annual Holdings Report described below. You must sign and date each of your Quarterly Reports.

Annual Holdings Reports

At the end of each calendar year, a Compliance Officer will promptly provide to you a list of all accounts that you have previously identified to PIMCO as a Personal Account or a Related Account that held or was likely to hold a Security or a Futures Contract during that calendar year. Within 30 days after the end of that calendar year, you shall make any necessary additions, corrections or deletions to that list and return it to a Compliance Officer with a certification that:  (a)  the list, as modified (if necessary), represents a complete list of the Personal Accounts and Related Accounts that held Securities or Futures Contracts in which you had a Beneficial Ownership interest as of the end of that calendar year and for which PIMCO should have received or will receive an account statement of holdings as of the end of that calendar year, and  (b)  the broker, dealer, transfer agent, bank or futures commission merchant for each account on the list has been instructed to send a Compliance Officer such an account statement.

You shall provide, on a copy of the form attached hereto as Appendix VIII, the following information for each Security or Futures Contract in which you had a Beneficial Ownership interest, as of the end of the previous calendar year, to the extent that the previously referenced account statements have not supplied or will not supply this information to PIMCO:

1.A description of the Security or Futures Contract, including, as applicable, its name, title, interest rate, maturity date, exchange ticker symbol or CUSIP number;

2.The quantity (e.g., in terms of numbers of shares, units or contracts) and principal amount (in dollars) of each Security or Futures Contract in which you had any Beneficial Ownership interest; and

3.The name of any broker, dealer, transfer agent, bank or futures commission merchant with which you maintain an account in which any such Security or Futures Contract has been held or is held for your benefit.

The information contained in your Annual Holdings Report (Appendix VIII) and in the statements and other documents attached to or referenced in that form must be current as of a date not more than 45 days prior to the date that report is submitted to PIMCO. You must sign and date your Annual Holdings Report.

In addition, you shall also provide on your Annual Holdings Report (Appendix VIII) your Investment Transaction information for the fourth quarter of the calendar year just ended. This information shall be of the type and in the form required for the quarterly reports described above.

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All of the Reporting Obligations described above shall apply to Mutual Fund Securities (other than Money Market Funds) in which you have a Beneficial Ownership interest.

Related Accounts

The reporting and certification obligations described above also apply to any Related Account (as defined in Appendix I) and to any Investment Transaction in a Related Account.

It is important for you to recognize that the definitions of “Related Account” and “Beneficial Ownership” in Appendix I may require you to provide, or to arrange for the broker, dealer, transfer agent, bank or futures commission merchant to furnish, copies of reports for any account used by or for a member of your Immediate Family or a trust in which you or a member of your Immediate Family has any vested interest, as well as for any other accounts in which you may have the opportunity, directly or indirectly, to profit or share in the profit derived from any Investment Transaction in that account.

Exemptions From Reporting

You need not report Investment Transactions in any account over which neither you nor an Immediate Family Member has or had any direct or indirect influence or control.

You also need not report Investment Transactions in Exempt Securities (as defined in Appendix I) nor need you furnish, or require a broker, dealer, transfer agent, bank or futures commission merchant to furnish, copies of confirmations or periodic statements for accounts that hold only Exempt Securities. This exemption from reporting shall end immediately, however, at such time as there is an Investment Transaction in that account in a Futures Contract or in a Security that is not an Exempt Security.

Prohibited Investment Transactions

Initial Public Offerings of Equity Securities

No Advisory Employee may acquire Beneficial Ownership of any equity Security in an Initial Public Offering.

Private Placements and Initial Public Offering of Debt Securities

You may not acquire a Beneficial Ownership interest in any Security through a Private Placement (or subsequently sell it), or acquire a Beneficial Ownership interest in any debt Security in an Initial Public Offering unless you have received the prior written approval of the Chief Executive Officer of PIMCO or of a Compliance Officer listed on Appendix XI. Approval will not be given unless a determination is made that the investment opportunity should not be reserved for one or more Advisory Clients, and that the investment opportunity has not been offered to you by virtue of your position with PIMCO.

If, after receiving the necessary approval, you have acquired a Beneficial Ownership interest in a debt Security through an Initial Public Offering or in a Security through a Private

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Placement, you must disclose that investment when you play a part in any consideration of any investment by an Advisory Client in the issuer of that Security, and any decision to make such an investment must be independently reviewed by a portfolio manager who does not have a Beneficial Ownership interest in any Security of that issuer.

Allianz AG

You may not engage in any Investment Transaction in Securities of Allianz AG, except during the trading windows applicable to such transactions.

Preclearance

All Investment Transactions in Securities and Futures Contracts in a Personal Account or Related Account, or in which you otherwise have or will acquire a Beneficial Ownership interest, must be precleared by a Compliance Officer unless an Investment Transaction, Security or Futures Contract falls into one of the following categories that are identified as “exempt from preclearance.”

Preclearance Procedure

Preclearance shall be requested by completing and submitting a copy of the applicable preclearance request form attached hereto as Appendix IX (or, in the case of an Investment Transaction in a closed end Fund advised or sub-advised by PIMCO, Appendix X) to a Compliance Officer. No Investment Transaction subject to preclearance may be effected prior to receipt of written authorization of the transaction by a Compliance Officer. The authorization and the date of authorization will be reflected on the preclearance request form. Unless otherwise specified, that authorization shall be effective, unless revoked, until the earlier of: (a) the close of business on the day the authorization is given, or (b) until you discover that the information on the preclearance request form is no longer accurate.

The Compliance Officer from whom authorization is sought may undertake such investigation as he or she considers necessary to determine that the Investment Transaction for which preclearance has been sought complies with the terms of this Code and is consistent with the general principles described at the beginning of the Code.

Before deciding whether to authorize an Investment Transaction in a particular Security or Futures Contract, the Compliance Officer shall determine and consider, based upon the information reported or known to that Compliance Officer, whether within the most recent 15 days: (a) the Security, the Futures Contract or any Related Security is or has been held by an Advisory Client, or (b) is being or has been considered for purchase by an Advisory Client. The Compliance Officer shall also determine whether there is a pending buy or sell order in the same Security or Futures Contract, or in a Related Security, on behalf of an Advisory Client. If such an order exists, authorization of the personal Investment Transaction shall not be given until the Advisory Client’s order is executed or withdrawn. This prohibition may be waived by a Compliance Officer if he or she is convinced that: (a) your personal Investment Transaction is necessary, (b) your personal Investment Transaction will not adversely affect the pending order

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of the Advisory Client, and (c) provision can be made for the Advisory Client trade to take precedence (in terms of price) over your personal Investment Transaction.

Exemptions From Preclearance

Preclearance shall not be required for the following Investment Transactions, Securities and Futures Contracts. They are exempt only from the Code’s preclearance requirement, and, unless otherwise indicated, remain subject to the Code’s other requirements, including its reporting requirements.

Investment Transactions Exempt From Preclearance

Preclearance shall not be required for any of the following Investment Transactions:

1.Any transaction in a Security or Futures Contract in an account that is managed or held by a broker, dealer, bank, futures commission merchant, investment advisor, commodity trading advisor or trustee and over which you do not exercise investment discretion, have notice of transactions prior to execution, or otherwise have any direct or indirect influence or control. There is a presumption that you can influence or control accounts held by members of your Immediate Family sharing the same household. This presumption may be rebutted only by convincing evidence.

2.Purchases of Securities under dividend reinvestment plans.

3.Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities in which you have a Beneficial Ownership interest.

4.Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities in which you have a Beneficial Ownership interest.

Securities Exempt From Preclearance Regardless Of Transaction Size

Preclearance shall not be required for an Investment Transaction in the following Securities or Related Securities, regardless of the size of that transaction:

1.All Exempt Securities as defined in Appendix I, i.e., U.S. Government Securities, shares in Money Market Funds, and high quality short-term debt instruments.

2.All Mutual Fund Securities as defined in Appendix I, and closed end funds (other than any fund for which PIMCO serves as the investment advisor or sub-advisor), and rights distributed to shareholders in closed end funds or Mutual Fund Securities.

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3.All options on any index of equity Securities.

4.All Fixed Income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States.

5.All options on foreign currencies or baskets of foreign currencies (whether or not traded on an exchange or board of trade).

6.Except for Designated Equity Securities (as defined in Appendix I and discussed below), all equity Securities or options, warrants or other rights to equity Securities.

Securities Exempt from Preclearance Depending On Transaction Size

Preclearance shall not be required for an Investment Transaction in the following Securities or Related Securities if they do not exceed the specified transaction size thresholds (which thresholds may be increased or decreased by PIMCO upon written notification to employees in the future depending on the depth and liquidity of the markets for these Fixed Income Securities or Tax-Exempt Municipal Bonds):

1.Purchases or sales of up to $1,000,000 (in market value or face amount whichever is lesser) per calendar month per issuer of Fixed Income Securities issued by a Qualified Foreign Government.

2.Purchases or sales of the following dollar values (measured in market value or face amount, whichever is lesser) of corporate debt Securities, mortgage-backed and other asset-backed Securities, Tax-Exempt Municipal Bonds, taxable state, local and municipal Fixed Income Securities, structured notes and loan participations, and foreign government debt Securities issued by non-qualified foreign governments (hereinafter collectively referred to as “Relevant Debt Securities”):

a.Purchases or sales of up to $100,000 per calendar month per issuer if the original issue size of any Relevant Debt Security being purchased or sold was less than $50 million;

b.Purchases or sales of up to $500,000 per calendar month per issuer if the original issue size of any Relevant Debt Security being purchased or sold was at least $50 million but less than $100 million; or

c.Purchases or sales of up to $1,000,000 per calendar month per issuer if the original issue size of any Relevant Debt Security being purchased or sold was at least $100 million.

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Preclearance of Designated Equity Securities

If a Compliance Officer receives notification from a Portfolio Employee that an equity Security or an option, warrant or other right to an equity Security is being considered for purchase or sale by PIMCO on behalf of one of its Advisory Clients, the Compliance Officer will send you an e-mail message or similar transmission notifying you that this equity Security or option, warrant or other right to an equity Security is now a “Designated Equity Security.” A current list of Designated Equity Securities (if any) will also be available on the PIMCO intranet site. You must preclear any Investment Transaction in a Designated Equity Security or a Related Security during the period when that designation is in effect.

Futures Contracts Exempt From Preclearance Regardless Of Transaction Size

Preclearance shall not be required for an Investment Transaction in the following Futures Contracts, regardless of the size of that transaction (as indicated in Appendix I, for these purposes a “Futures Contract” includes a futures option):

1.Currency Futures Contracts.

2.U.S. Treasury Futures Contracts.

3.Eurodollar Futures Contracts.

4.Futures Contracts on any index of equity Securities.

5.Futures Contracts on physical commodities or indices thereof (e.g., contracts for future delivery of grain, livestock, fiber or metals, whether for physical delivery or cash).

6.Privately-Traded Contracts.

Futures Contracts Exempt From Preclearance Depending On Transaction Size

Preclearance shall not be required for an Investment Transaction in the following Futures Contracts if the total number of contracts purchased or sold during a calendar month does not exceed the specified limitations:

1.Purchases or sales of up to 50 Publicly-Traded Futures Contracts to acquire Fixed Income Securities issued by a particular Qualified Foreign Government.

2.Purchases or sales of up to 10 of each other individual Publicly-Traded Futures Contract if the open market interest for such Futures Contract as reported in The Wall Street Journal on the date of your Investment Transaction (for the previous trading day) is at least 1,000 contracts. Examples of Futures Contracts for which this exemption would be available include a Futures Contract on a foreign government debt Security issued by a non-qualified foreign government as well as a 30-day Federal Funds Futures Contract.

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For purposes of these limitations, a Futures Contract is defined by its expiration month. For example, you need not obtain preclearance to purchase 50 December Futures Contracts on German Government Bonds and 50 March Futures Contracts on German Government Bonds. Similarly, you may roll over 10 September Fed Funds Futures Contracts by selling those 10 contracts and purchasing 10 October Fed Funds Futures Contracts since the contracts being sold and those being purchased have different expiration months. On the other hand, you could not purchase 10 January Fed Funds Future Contracts if the open interest for those contracts was less than 1,000 contracts, even if the total open interest for all Fed Funds Futures Contracts was greater than 1,000 contracts.

Additional Exemptions From Preclearance

PIMCO’s Chief Compliance Officer, in consultation with PIMCO’s Chief Legal Officer, may exempt other classes of Investment Transactions, Securities or Futures Contracts from the Code’s preclearance requirement upon a determination that they do not involve a realistic possibility of violating the general principles described at the beginning of the Code.

Preclearance Required

Given the exemptions described above, preclearance shall be required for Investment Transactions in:

1.Designated Equity Securities.

2.Relevant Debt Securities in excess of the per calendar month per issuer thresholds specified for purchases or sales of those Securities in paragraph 2 under “Securities Exempt from Preclearance Depending on Transaction Size.”

3.More than $1,000,000 per calendar month in debt Securities of a Qualified Foreign Government.

4.Related Securities that are exchangeable for or convertible into one of the Securities requiring preclearance under (1), (2), or (3) above.

5.More than 50 Publicly-Traded Futures Contracts per calendar month to acquire Fixed Income Securities issued by a particular Qualified Foreign Government.

6.More than 10 of any other individual Publicly-Traded Futures Contract or any Publicly-Traded Futures Contract for which the open market interest as reported in The Wall Street Journal on the date of your Investment Transaction (for the previous trading day) is less than 1,000 contracts, unless the Futures Contract is exempt from preclearance regardless of transaction size.

7.Any other Security or Publicly-Traded Futures Contract that is not within the “exempt” categories listed above.

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8.Any closed end fund for which PIMCO serves as the investment advisor or sub-advisor (i.e., PIMCO Commercial Mortgage Securities Trust, Inc., PIMCO Municipal Income Fund, PIMCO California Municipal Income Fund, PIMCO New York Municipal Income Fund, PIMCO Corporate Income Fund or any other closed end fund which PIMCO may advise from time to time).

Holding Periods for Certain Investments

An Advisory Employee may not, within 60 calendar days, purchase and sell, or sell and purchase, the same Fixed Income Security, Tax-Exempt Municipal Bond or Related Security in any account(s) in which the Advisory Employee has a Beneficial Ownership interest.

An Advisory Employee may not, within 6 months, purchase and sell, or sell and purchase, shares of a closed end Fund for which PIMCO serves as investment advisor or sub-advisor in any account(s) in which the Advisory Employee has a Beneficial Ownership interest. As described below, different minimum holding periods apply to Investment Transactions in Mutual Fund Securities (which do not include closed end Funds).

A Portfolio Employee may not, within 60 calendar days, purchase and sell, or sell and purchase, the same Designated Equity Security in any account(s) in which the Portfolio Employee has a Beneficial Ownership interest.

These minimum holding periods do not apply to Investment Transactions in U.S. Government Securities, most equity Securities, shares of Money Market Funds, index options or Futures Contracts nor do they apply to a purchase or sale in connection with one of the four categories of Investment Transactions Exempt From Preclearance described above.

Blackout Periods

You may not purchase or sell a Security, a Related Security or a Futures Contract at a time when you intend or know of another’s intention to purchase or sell that Security or Futures Contract on behalf of any Advisory Client.

As noted previously in the description of the Preclearance Process, a Compliance Officer may not preclear an Investment Transaction in a Security or a Futures Contract at a time when there is a pending buy or sell order in the same Security or Futures Contract, or a Related Security, until that order is executed or withdrawn.

These prohibitions do not apply to Investment Transactions in any Futures Contracts that are exempt from preclearance regardless of transaction size.

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Transactions In Mutual Fund Securities

Reporting of Mutual Fund Security Transactions

All of the Reporting Obligations described in the Code shall apply to Mutual Fund Securities (other than Money Market Funds) in which you have a Beneficial Ownership interest. For purposes of the Code, shares of closed end Funds are not considered Mutual Fund Securities. Investment Transactions in closed end Funds are covered by other sections of the Code.

Holding Periods for Mutual Fund Security Transactions

An Advisory Employee may not, within 30 calendar days, purchase and sell, or sell and purchase, the same Mutual Fund Security in any account(s) in which the Advisory Employee has a Beneficial Ownership interest. This 30-day minimum holding period applies to purchases and sales of the same Mutual Fund Security regardless of whether those transactions occurred in a single account (e.g., a brokerage account, a 401(k) account, a deferred compensation account, etc.) or across multiple accounts in which the Advisory Employee has a Beneficial Ownership interest. With respect to a Mutual Fund that invests exclusively or primarily in Funds or other collective investment vehicles or pools (often referred to as a “fund of funds”), this minimum holding period applies only to the investment in the top-tier Mutual Fund. Thus, for purposes of determining compliance with this minimum holding period, an Advisory Employee is not required to “look through” a fund of funds in which he or she invests.

This minimum holding period shall not apply with respect to purchases or sales made pursuant to (1) automatic reinvestment of dividends, capital gains, income or interest received from a Mutual Fund, or (2) a periodic investment, redemption, or reallocation plan in a deferred compensation, 401(k), retirement or other account (e.g., purchases of Mutual Fund Securities every pay period in an employee’s 401(k) account). In order to rely on this exception, the investment options in the plan may not be changed more frequently than every 30 calendar days. This minimum holding period also does not apply to a purchase or sale in connection with one of the four categories of Investment Transactions Exempt From Preclearance described above.

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GIFTS AND SERVICE AS A DIRECTOR

Gifts

You may not accept any investment opportunity, gift, gratuity or other thing of more than nominal value from any person or entity that does business, or desires to do business, with PIMCO directly or on behalf of an Advisory Client (a “Giver”). You may, however, accept gifts from a single Giver so long as the value of each gift does not exceed $100 and their aggregate value does not exceed $1,000 per quarter. This includes business meals, sporting events and other entertainment events at the expense of a Giver, so long as the expense is reasonable, infrequent and both you and the Giver are present.

If you are a registered representative of PA Distributors LLC (“PAD”), the aggregate annual gift value from a single Giver shall not exceed $100.00. As a PAD representative, you are required to maintain a record of each gift, gratuity, investment opportunity or similar item, and make such record available to the Compliance Department upon request.

Service As A Director

If you are an Advisory Employee, you may not serve on the board of directors or other governing board of a publicly traded entity, other than of a Fund for which PIMCO is an advisor or sub-advisor, unless you have received the prior written approval of the Chief Executive Officer and the Chief Legal Officer of PIMCO. Approval will not be given unless a determination is made that your service on the board would be consistent with the interests of our Advisory Clients. If you are permitted to serve on the board of a publicly traded entity, you will be isolated from those Advisory Employees who make investment decisions with respect to the Securities of that entity, through a “Chinese Wall” or other procedures.

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COMPLIANCE

Delivery of The Code to All Advisory Employees

On or before the effective date of this Code, the Compliance Officers shall provide a copy of the Code to each Advisory Employee. If the Code is amended, the Compliance Officers shall provide a copy of that amendment to each Advisory Employee on or before the effective date of that amendment. On or before the commencement of each new Advisory Employee’s employment, a Compliance Officer or his/her designee shall provide a copy of the Code and of any amendments to the Code to that new Advisory Employee.

Certifications

Upon Receipt Of This Code

Upon commencement of your employment or the effective date of this Code, whichever occurs later, you shall be required to acknowledge receipt of your copy of this Code by completing and returning a copy of the form attached hereto as Appendix IV. By that acknowledgment, you will also agree:

1.To read the Code, to make a reasonable effort to understand its provisions, and to ask questions about those provisions you find confusing or difficult to understand.

2.To comply with the Code, including its general principles, its reporting requirements, its preclearance requirements, and its provisions regarding gifts and service as a director.

3.To advise the members of your Immediate Family about the existence of the Code, its applicability to their personal trading activity, and your responsibility to assure that their personal trading activity complies with the Code.

4.To cooperate fully with any investigation or inquiry by or on behalf of a Compliance Officer to determine your compliance with the provisions of the Code.

In addition, your acknowledgment will recognize that any failure to comply with the Code and to honor the commitments made by your acknowledgment may result in disciplinary action, including dismissal.

Annual Certificate Of Compliance

You are required to certify on an annual basis, on a copy of the form attached hereto as Appendix V, that you have complied with each provision of your initial acknowledgment (see above). In particular, your annual certification will require that you certify that you have read and that you understand the Code, that you recognize you are subject to its provisions, that you complied with the requirements of the Code during the year just ended and that you have

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disclosed, reported, or caused to be reported all Investment Transactions required to be disclosed or reported pursuant to the requirements of the Code.

Post-Trade Monitoring

The Compliance Officers shall review the Initial Reports, Annual Holding Reports, Quarterly Transaction Reports, Duplicate Broker Reports and other information supplied to them concerning your personal Investment Transactions so that they can detect and prevent potential violations of the Code. The Compliance Officers may also review and rely upon reports and information provided to them by third parties, including AGI. PIMCO’s Compliance Officers will perform such investigations and make such inquiries as they consider necessary to perform their post-trade monitoring function. You agree to cooperate with any such investigation and to respond to any such inquiry. You should expect that, as a matter of course, the Compliance Officers will make inquiries regarding any personal Investment Transaction in a Security or Futures Contract that occurs on the same day as a transaction in the same Security or Futures Contract on behalf of an Advisory Client.

Duty to Report Violations of the Code

Each Advisory Employee is required to report any violation of the Code promptly to the Chief Compliance Officer.

Waivers

PIMCO’s Chief Compliance Officer, in consultation with PIMCO’s Chief Legal Officer, may grant an individual waiver to an Advisory Employee from any requirement of this Code (other than any requirement specified by Rule 17j-1 under the Investment Company Act or under Rule 204A-1 under the Investment Advisers Act) if together they determine that compliance with the requirement would impose an undue burden or hardship on the Advisory Employee. The Chief Compliance Officer shall maintain a log of each waiver granted that includes, among other things, the name of the Advisory Employee, the particular requirement of the Code to which the waiver applies, the effective date of the waiver, and a summary of the reasons why the waiver was granted.

Remedial Actions

If you violate this Code, you are subject to remedial actions, which may include, but are not limited to, full or partial disgorgement of profits, imposition of a fine, censure, demotion, suspension or dismissal, or any other sanction or remedial action required by law, rule or regulation. As part of any sanction, you may be required to reverse an Investment Transaction and to forfeit any profit or to absorb any loss from the transaction.

PIMCO’s Chief Legal Officer and Chief Compliance Officer shall have the ultimate authority to determine whether you have violated the Code and, if so, the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the Chief Legal Officer and the Chief Compliance Officer shall consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or

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the potential of harm to any Advisory Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation.

Reports To Directors And Trustees

Reports Of Material Violations

The General Counsel of AGI and the directors or trustees of any affected Fund that is an Advisory Client will be informed on a timely basis of any material violation of this Code.

Reports of Material Changes To The Code

PIMCO will promptly advise the directors or trustees of any Fund that is an Advisory Client if PIMCO makes any material change to this Code.

Annual Reports

PIMCO’s management will furnish a written report annually to the General Counsel of AGI and to the directors or trustees of each Fund that is an Advisory Client. Each report, at a minimum, will:

1.Describe any issues arising under the Code, or under procedures implemented by PIMCO to prevent violations of the Code, since management’s last report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to such material violations; and

2.Certify that PIMCO has adopted procedures reasonably necessary to prevent Advisory Employees from violating the Code.

Recordkeeping

Beginning on the effective date of this Code, PIMCO will maintain the following records, which shall be available to the Securities and Exchange Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

1.PIMCO’s Chief Compliance Officer shall maintain, in any easily accessible place at PIMCO’s principal office:

(a)a copy of PIMCO’s current Code and of each predecessor of that Code that was in effect at any time within the previous five (5) years;

(b)a record of any violation of the Code, and of any action taken as a result of the violation, for at least five (5) years after the end of the fiscal year in which the violation occurred;

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(c)copies of all written acknowledgements of receipt of the Code for each Advisory Employee who is currently, or within the past five years was, an Advisory Employee;

(d)a copy of each report made by an Advisory Employee pursuant to this Code, including any Duplicate Broker Report submitted on behalf of that Advisory Employee, for at least two (2) years after the end of the fiscal year in which that report was made or that information was provided;

(e)a list of the names of all persons who are currently, or within the past five (5) years were, Advisory Employees and/or otherwise required to make reports pursuant to this Code and the names of all persons who are or were responsible for reviewing the reports of those Advisory Employees;

(f)a copy of each report to the General Counsel of AGI or to the directors or trustees of a Fund that is an Advisory Client for at least two (2) years after the end of the fiscal year in which that report was made;

(g)the log required under “Waivers” for at least five (5) years after the end of the fiscal year in which the relevant waivers were granted; and.

(h)a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Advisory Employee of a Beneficial Ownership interest in any Security in an Initial Public Offering or in a Private Placement for at least five (5) years after the end of the fiscal year in which such approval was granted.

2.PIMCO shall also maintain the following additional records in an easily accessible place:

(a)a copy of each report made by an Advisory Employee pursuant to this Code, including any Duplicate Broker Report submitted on behalf of that Advisory Employee, for at least five (5) years after the end of the fiscal year in which that report was made or that information was provided; and

(b)a copy of each report to the General Counsel of AGI or to the directors or trustees of a Fund that is an Advisory Client for at least five (5) years after the end of the fiscal year in which that report was made.

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APPENDIX I

Definitions Of Capitalized Terms

The following definitions apply to the capitalized terms used in the Code:

AGI

The acronym “AGI” means Allianz Global Investors of America L.P.

Advisory Client

The term “Advisory Client” shall have the meaning provided in the first paragraph of the Code.

Advisory Employee

The term “Advisory Employee” means: (1) a director, officer or general partner of PIMCO or an employee of PIMCO (or of any company in a control relationship to PIMCO): (a) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Security or Futures Contract by PIMCO on behalf of an Advisory Client; (b) who has access to non-public information regarding any Advisory Client’s purchase or sale of Securities, or non-public information regarding the portfolio holdings of any Reportable Fund; (c) whose functions relate to the making of any recommendations with respect to the purchase or sale of a Security or Futures Contract by PIMCO on behalf of an Advisory Client; or (d) who is involved in making securities recommendations to Advisory Clients, or who has access to such recommendations that are non-public; or (2) any natural person in a control relationship to PIMCO who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of a Security by the Fund.

Beneficial Ownership

As a general matter, you are considered to have a “Beneficial Ownership” interest in a Security or a Futures Contract if you have the opportunity, directly or indirectly, to profit or share in any profit derived from an Investment Transaction in that Security or Futures Contract. You are presumed to have a Beneficial Ownership interest in any Security or Futures Contract held, individually or jointly, by you or a member of your Immediate Family (as defined below). In addition, unless specifically excepted by a Compliance Officer based on a showing that your interest in a Security or a Futures Contract is sufficiently attenuated to avoid the possibility of conflict, you will be considered to have a Beneficial Ownership interest in a Security or a Futures Contract held by: (1) a joint account to which you are a party, (2) a partnership in which you are a general partner, (3) a partnership in which you or your Immediate Family holds a controlling interest and with respect to which Security or Futures Contract you or your Immediate Family has investment discretion, (4) a limited liability company in which you are a manager-member, (5) a limited liability company in which you or your Immediate Family holds a controlling interest and with respect to which Security or Futures

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Contract you or your Immediate Family has investment discretion, (6) a trust in which you or a member of your Immediate Family has a vested interest or serves as a trustee with investment discretion, (7) a closely-held corporation in which you or your Immediate Family holds a controlling interest and with respect to which Security or Futures Contract you or your Immediate Family has investment discretion, or (8) any account (including retirement, pension, deferred compensation or similar account) in which you or your Immediate Family has a substantial economic interest.

For purposes of this Code, “Beneficial Ownership” shall also be interpreted in a manner consistent with SEC Rule 16a-1(a)(2) (17 C.F.R. §240.16a-1(a)(2)).

Code

The term “Code” shall have the same meaning provided in the first paragraph of the Code.

Compliance Officer

The term “Compliance Officer” means a PIMCO Compliance Officer listed on Appendix XI to the Code.

Designated Equity Security

The term “Designated Equity Security” shall mean any equity Security, option, warrant or other right to an equity Security designated as such by a Compliance Officer, after receiving notification from a Portfolio Employee that said Security is being considered for purchase or sale by PIMCO on behalf of one of its Advisory Clients.

Duplicate Broker Reports

The term “Duplicate Broker Reports” means duplicate copies of trade confirmations of relevant Investment Transactions and of periodic statements for a relevant Personal Account or Related Account.

Exempt Security

The term “Exempt Security” refers to:

1.Direct obligations of the Government of the United States;

2.Shares issued by open-end Funds that are Money Market Funds; and

3.Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. For these purposes, a “high quality short-term debt instrument” means any instrument having a maturity at issuance of less than 366 days and that is rated in one of the

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two highest rating categories by a Nationally Recognized Statistical Rating Organization.

Fixed Income Security

The term “Fixed Income Security” shall mean a fixed income Security issued by an agency or instrumentality of, or unconditionally guaranteed by, the Government of the United States, a corporate debt Security, a mortgage-backed or other asset-backed Security, a taxable fixed income Security issued by a state or local government or a political subdivision thereof, a structured note or loan participation, a foreign government debt Security, or a debt Security of an international agency or a supranational agency. For purposes of this Code, the term “Fixed Income Security” shall not be interpreted to include a U.S. Government Security or any other Exempt Security (as defined above) nor shall it be interpreted to include a Tax-Exempt Municipal Bond (as defined below).

Fund

The term “Fund” means an investment company registered under the Investment Company Act.

Futures Contract

The term “Futures Contract” includes (a) a futures contract and an option on a futures contract traded on a United States or foreign board of trade, such as the Chicago Board of Trade, the Chicago Mercantile Exchange, the London International Financial Futures Exchange or the New York Mercantile Exchange (a “Publicly-Traded Futures Contract”), as well as (b) a forward contract, a swap, a cap, a collar, a floor and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities) (a “Privately-Traded Contract”). Consult with a Compliance Officer prior to entering into a transaction in case of any doubt. For purposes of this definition, a Publicly-Traded Futures Contract is defined by its expiration month, i.e., a Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires in June is treated as a separate Publicly-Traded Futures Contract from a Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires in July. For purposes of this Code, “Futures Contract” shall not include a “security future” as defined in Section 3(a)(55) of the Securities Exchange Act of 1934 (15 U.S.C. § 78c(a)(55)).

Immediate Family

The term “Immediate Family” means any of the following persons who reside in your household, depend on you for basic living support, or for whom you have investment discretion: your spouse, any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including any adoptive relationships.

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Initial Public Offering

The term “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933 (15 U.S.C. § 77a), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or § 78o(d)).

Insider Trading Policy

The term “Insider Trading Policy” shall mean the AGI Insider Trading Policy and Procedures attached as Appendix III to this Code.

Investment Company Act

The term “Investment Company Act” means the Investment Company Act of 1940, as amended.

Investment Transaction

The term “Investment Transaction” means any transaction in a Security or a Futures Contract in which you have, or by reason of the transaction will acquire, a Beneficial Ownership interest, and includes, among other things, the writing of an option to purchase or sell a Security.

Money Market Fund

The term “Money Market Fund” means any taxable or tax-exempt money market Fund or any similar open-end Fund.

Mutual Fund

The term “Mutual Fund” means (1) a collective investment vehicle or pool that is an open-end management investment company as defined in Section 5(a)(1) of the Investment Company Act and registered as an investment company under the Investment Company Act (other than Money Market Funds that are “Exempt Securities,” as defined above), (2) a collective investment vehicle or pool that is organized or established outside of the United States that generally provides the right to purchase or redeem Securities issued by such fund on a daily basis, or (3) a collective investment vehicle or pool organized or established in the United States that is either excluded from the definition of “investment company” under the Investment Company Act, or relies on an applicable exemption from registration under the Investment Company, and which generally provides the right to purchase or redeem Securities issued by such fund on a daily basis.

Mutual Fund Security

The term “Mutual Fund Security” means an equity Security issued by a Mutual Fund.

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PAD

The acronym “PAD” means PA Distributors LLC.

Personal Account

The term “Personal Account” means the following accounts that hold or are likely to hold a Security (as defined below) or a Futures Contract (as defined above) in which you have a Beneficial Ownership interest: any account in your individual name; any joint or tenant-in-common account in which you have an interest or are a participant; any account for which you act as trustee, executor, or custodian; any account over which you have investment discretion or otherwise can exercise control (other than non-related clients’ accounts over which you have investment discretion), including the accounts of entities controlled directly or indirectly by you; and any other account in which you have a Beneficial Ownership interest (other than such accounts over which you have no investment discretion and cannot otherwise exercise control).

PIMCO

The acronym “PIMCO” shall mean Pacific Investment Management Company LLC.

Portfolio Employee

The term “Portfolio Employee” means: (1) a portfolio manager or any employee of PIMCO (or of any company in a control relationship with PIMCO) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Fund, or (2) any natural person who controls PIMCO and who obtains information concerning recommendations made to a Fund that is an Advisory Client regarding the purchase or sale of Securities by the Fund. For these purposes, “control” has the same meaning as in Section 2(a)(9) of the Investment Company Act (15 U.S.C. § 80a-2(a)(9)).

Private Placement

The term “Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) (15 U.S.C. § 77d(2) or § 77d(6)) or pursuant to SEC Rules 504, 505 or 506 (17 C.F.R. §§ 230.504, 230.505, or 230.506) under the Securities Act of 1933.

Qualified Foreign Government

The term “Qualified Foreign Government” means a national government of a developed foreign country with outstanding Fixed Income Securities in excess of fifty billion dollars. A list of Qualified Foreign Governments will be prepared as of the last business day of each calendar quarter, will be available from the Chief Compliance Officer, and will be effective for the following calendar quarter.

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Related Account

The term “Related Account” means any account, other than a Personal Account, that holds a Security or a Futures Contract in which you have a Beneficial Ownership interest.

Related Security

The term “Related Security” shall mean any option to purchase or sell, and any Security convertible into or exchangeable for, a Security that is or has been held by PIMCO on behalf of one of its Advisory Clients or any Security that is being or has been considered for purchase by PIMCO on behalf of one of its Advisory Clients.

Relevant Debt Security

The term “Relevant Debt Security” shall mean corporate debt Securities, mortgage-backed and other asset-backed Securities, Tax-Exempt Municipal Bonds, taxable state, local and municipal Fixed Income Securities, structured notes and loan participations, and foreign government debt Securities issued by non-qualified foreign governments.

Reportable Fund

The term “Reportable Fund” shall mean any Fund for which PIMCO serves as an investment advisor (as defined in Section 2(a)(2) of the Investment Company Act) or any Fund whose investment advisor or principal underwriter controls PIMCO, is controlled by PIMCO, or is under common control with PIMCO.

Security

As a general matter, the term “Security” shall mean any stock, note, bond, debenture or other evidence of indebtedness (including any loan participation or assignment), Exchange-Traded Fund (“ETF”), closed end Fund, limited partnership interest or investment contract other than an Exempt Security (as defined above). The term “Security” includes a Mutual Fund Security or an option on a Security, on an index of Securities, on a currency or on a basket of currencies, including such an option traded on the Chicago Board of Options Exchange or on the New York, American, Pacific or Philadelphia Stock Exchanges, as well as such an option traded in the over-the-counter market. For purposes of this Code, the term “Security” shall include a “security future” as defined in Section 3(a)(55) of the Securities Exchange Act of 1934, but otherwise shall not include a Futures Contract or a physical commodity (such as foreign exchange or a precious metal).

As a technical matter, the term “Security” shall, except as otherwise provided above, have the meaning set forth in Section 2(a)(36) of the Investment Company Act (15 U.S.C. § 80a-2(a)(36)), which defines a Security to mean:

Any note, stock, treasury stock, security future, bond debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate of subscription, transferable share, investment

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contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security, or any certificate of interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, warrant or right to subscribe to or purchase, any of the foregoing.

Tax-Exempt Municipal Bond

The term “Tax-Exempt Municipal Bond” shall mean any Fixed Income Security exempt from federal income tax that is issued by a state or local government or a political subdivision thereof.

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APPENDIX II

PIMCO Policies and Procedures Applicable to
The Disclosure of Information Regarding
The Portfolio Holdings of Funds that PIMCO Advises

Effective January 6, 2005

I.Introduction

This document sets forth the policies and procedures to be followed by Pacific Investment Management Company LLC (“PIMCO”) and its officers, directors and employees (hereinafter collectively referred to as “Employees”) regarding the disclosure of non-public information about the portfolio holdings of various registered investment companies and collective investment vehicles for which PIMCO serves as an investment advisor or sub-advisor, including, but not limited to, the PIMCO Funds: Pacific Investment Management Series (“PIMS”) and the Private Account Portfolio Series (“PAPS” ), the PIMCO Variable Insurance Trust (“PVIT”), the PIMCO Funds: Global Investor Series plc (“GIS”), the PIMCO Luxembourg Trust (“Luxembourg”), the EQT PIMCO Funds (“Australia”), and various “Private Sponsored and Unsponsored Funds” (such as StocksPLUS, L.P.), the PIMCO Global Relative Value Fund (“GRV”), various U.S. Sub-Advised 1940 Act Funds, the PIMCO Bermuda Trusts (“Bermuda”), the PIMCO Cayman Trusts (“Cayman”), and PIMCO-sponsored and unsponsored 1940 Act Closed End Funds (the “Closed End Funds”) (collectively the “Funds”).

These Policies and Procedures are intended to protect the confidentiality of each Fund’s non-public portfolio holdings, to prevent the misuse and selective disclosure of such information, and to help ensure compliance by PIMCO and the Funds with the federal securities laws, including the Investment Company Act of 1940 (“1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), the rules promulgated thereunder and general principles of fiduciary duty.

II.General Policies Regarding the Disclosure of Non-public Information About the Portfolio Holdings of Funds PIMCO Advises

No PIMCO Employee shall disclose non-public information regarding the specific portfolio holdings of any Fund to any person outside of PIMCO, except as permitted by the portfolio holdings policy set forth for that Fund or Fund group in Part III and Table A hereto.

If a Fund or a Fund’s advisor has adopted a more restrictive policy regarding the disclosure of non-public information about its portfolio holdings, then PIMCO and its Employees shall follow that policy with respect to the portfolio holdings information of that Fund.

The foregoing prohibitions are not intended to and do not restrict or prevent:

A.The disclosure of relevant information to a Fund’s service provider, including an advisor or sub-advisor to a Fund, that requires access to such information in order to fulfill its contractual duties to that Fund.

B.The disclosure of any information that may be required by applicable federal or state law, a court order or any applicable EDGAR filing requirement established by the SEC.

C.The disclosure of non-specific information and/or summary information (e.g.,on a composite basis) about the holdings of one or more Funds. Except as permitted above, such information shall not identify any specific portfolio holding, but may reflect, among other things, the quality or character of a Fund’s portfolio.

Any other exceptions to the foregoing prohibition must be approved by PIMCO’s Chief Legal Officer or Chief Compliance Officer.

III.Permitted Disclosure of a Fund’s Portfolio Holdings Information

With respect to each Fund or group of Funds described on Table A hereto, PIMCO and its Employees shall be permitted to disclose information about each Fund’s specific portfolio holdings after the dates described on Table A. Table A may be revised from time to time as additional Funds are added or deleted or disclosure policies are updated. If a date described on Table A falls on a weekend or other non-business day, such information shall be available for disclosure on the following business day.

IV.Remedial Actions for Violations of These Policies and Procedures

Any PIMCO Employee who violates the policies and procedures set forth herein shall be subject to remedial action under the PIMCO Code of Ethics, which may include the imposition of a fine, censure, demotion, suspension or dismissal, or any other sanction or remedial action required by law, rule or regulation. PIMCO’s Chief Legal Officer and Chief Compliance Officer shall have the ultimate authority to determine whether an Employee has violated these policies and procedures and, if so, the remedial action they consider appropriate or required by law, rule or regulation. In making their determination, the Chief Legal Officer and the Chief Compliance Officer shall consider, among other factors, the gravity of the Employee’s violation of these policies and procedures, the frequency of such violations by the Employee, whether any violation caused harm or the potential or harm to a Fund, the efforts of the Employee to cooperate with their investigation and the efforts of that Employee to correct any conduct that led to the violation.

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TABLE A

Fund or Fund Group	Disclosure Permitted
PIMS, PVIT, GIS, Luxembourg	No sooner than 15 calendar days after quarter end.
Australia	No sooner than 15 calendar days after month end.
PAPs, GRV Fund, Private Sponsored and Unsponsored Funds	No sooner than 5 calendar days after month end.
U.S. Sub-Advised 1940 Act Funds	Information available daily to the sponsor or other entity designated by the sponsor.
Bermuda Funds	Portfolio holdings information is available to any shareholder upon request as of the end of each month and made available no sooner than 10 calendar days after month-end. Additionally, certain funds serve as underlying investment vehicles for subscription only by other collective investment vehicles. Portfolio holdings information is available on a daily basis to investment advisers and management companies to these collective investment vehicles. All such collective investment vehicle subscribers must agree to maintain this information confidential.
Cayman Funds	Portfolio holdings information is available to any shareholder upon request as of the end of each month and made available no sooner than 10 calendar days after month-end. Additionally, certain funds serve as underlying investment vehicles for subscription only by other collective investment vehicles. Portfolio holdings information is available on a daily basis to investment advisers and management companies to these collective investment vehicles. All such collective investment vehicle subscribers must agree to maintain this information confidential. Shareholders of the Cayman Funds: Global LIBOR Plus

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	(U.S. Dollar-Hedged) Fund, the Multiple Discipline Fund, and the U.S. Total Return Fund may receive portfolio holdings weekly upon request as of the last Japanese business day of each week and made available no sooner than 3 calendar days after the last Japanese business day of each week.
Closed End Funds	For sponsored closed end funds, inquiries regarding holdings should be directed to 1-866-746-2606 solely for the most recent semi-annual and/or annual report or www.pcmfund.com for PCM or www.rcsfund.com for RCS; for unsponsored closed end funds, inquiries regarding holdings should be directed to 1-800-426-0107 or www.pimcofunds.com solely for the most recent semi-annual and/or annual report.

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APPENDIX III

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.

INSIDER TRADING POLICY AND PROCEDURES

SECTION I.  POLICY STATEMENT ON INSIDER TRADING

A.Policy Statement on Insider Trading

Allianz Global Investors of America L.P. (“the Company”) and its division or its subsidiaries, including, Pacific Investment Management Company LLC, Allianz Hedge Fund Partners L.P., Allianz Private Client Services LLC, Allianz Private Equity Partners LLC, Cadence Capital Management LLC, Nicholas-Applegate Capital Management LLC, NFJ Investment Group L.P., OCC Distributors LLC, OpCap Advisors LLC, Oppenheimer Capital LLC, PA Fund Management LLC, PA Managed Accounts LLC, PA Retail Holdings LLC, PA CD Distributors LLC, PEA Capital LLC, ADAM Capital Management LLC and Alpha Vision Capital Management LLC (collectively, the Company or AGI Advisers)forbid any of their officers, directors or employees from trading, either personally or on behalf of others (such as, mutual funds and private accounts managed by an AGI Advisor), on the basis of material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading”. This is a group wide policy.

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the situation when a person trades while aware of material non-public information or communicates material non-public information to others in breach of a duty of trust or confidence.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(1)trading by an insider, while aware of material, non-public information; or

(2)trading by a non-insider, while aware of material, non-public information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or

(3)communicating material, non-public information to others in breach of a duty of trust or confidence.

This policy applies to every such officer, director and employee and extends to activities within and outside their duties at the Company. Every officer, director and employee must read and retain this policy statement. Any questions regarding this policy statement and the related procedures set forth herein should be referred to your local compliance officer.

The remainder of this memorandum discusses in detail the elements of insider trading, the penalties for such unlawful conduct and the procedures adopted by the Company to implement its policy against insider trading.

1.             TO WHOM DOES THIS POLICY APPLY?

This Policy applies to all employees, officers and directors (direct or indirect) of the Company (“Covered Persons”), as well as to any transactions in any securities participated in by family members, trusts or corporations controlled by such persons. In particular, this Policy applies to securities transactions by:

•the Covered Person’s spouse;

•the Covered Person’s minor children;

•any other relatives living in the Covered Person’s household;

•a trust in which the Covered Person has a beneficial interest, unless such person has no direct or indirect control over the trust;

•a trust as to which the Covered Person is a trustee;

•a revocable trust as to which the Covered Person is a settlor;

•a corporation of which the Covered Person is an officer, director or 10% or greater stockholder; or

•a partnership of which the Covered Person is a partner (including most investment clubs) unless the Covered Person has no direct or indirect control over the partnership.

2.WHAT IS MATERIAL INFORMATION?

Trading on inside information is not a basis for liability unless the information is deemed to be material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.

Although there is no precise, generally accepted definition of materiality, information is likely to be “material” if it relates to significant changes affecting such matters as:

•dividend or earnings expectations;

•write-downs or write-offs of assets;

•additions to reserves for bad debts or contingent liabilities;

•expansion or curtailment of company or major division operations;

•proposals or agreements involving a joint venture, merger, acquisition;

•divestiture, or leveraged buy-out;

•new products or services;

•exploratory, discovery or research developments;

•criminal indictments, civil litigation or government investigations;

•disputes with major suppliers or customers or significant changes in the relationships with such parties;

•labor disputes including strikes or lockouts;

•substantial changes in accounting methods;

•major litigation developments;

•major personnel changes;

•debt service or liquidity problems;

•bankruptcy or insolvency;

•extraordinary management developments;

•public offerings or private sales of debt or equity securities;

•calls, redemptions or purchases of a company’s own stock;

•issuer tender offers; or

•recapitalizations.

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Information provided by a company could be material because of its expected effect on a particular class of the company’s securities, all of the company’s securities, the securities of another company, or the securities of several companies. Moreover, the resulting prohibition against the misuses of “material” information reaches all types of securities (whether stock or other equity interests, corporate debt, government or municipal obligations, or commercial paper) as well as any option related to that security (such as a put, call or index security).

Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

3.WHAT IS NON-PUBLIC INFORMATION?

In order for issues concerning insider trading to arise, information must not only be “material”, it must be “non-public”. “Non-public” information is information which has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an “insider” is also deemed “non-public” information.

At such time as material, non-public information has been effectively distributed to the investing public, it is no longer subject to insider trading restrictions. However, for “non-public” information to become public information, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace.

To show that “material” information is public, you should be able to point to some fact verifying that the information has become generally available, for example, disclosure in a national business and financial wire service (Dow Jones or Reuters), a national news service (AP or UPI), a national newspaper (The Wall Street Journal, The New York Times or Financial Times), or a publicly disseminated disclosure document (a proxy statement or prospectus). The circulation of rumors or “talk on the street”, even if accurate, widespread and reported in the media, does not constitute the requisite public disclosure. The information must not only be publicly disclosed, there must also be adequate time for the market as a whole to digest the information. Although timing may vary depending upon the circumstances, a good rule of thumb is that information is considered non-public until the third business day after public disclosure.

Material non-public information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as “non-public” information which must not be disclosed or otherwise misused. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the “inside” information possessed by the Company has yet to be publicly disclosed, the information is deemed “non-public” and may not be misused.

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Information Provided in Confidence.It is possible that one or more directors, officers, or employees of the Company may become temporary “insiders” because of a duty of trust or confidence. A duty of trust or confidence can arise: (1) whenever a person agrees to maintain information in confidence; (2) when two people have a history, pattern, or practice of sharing confidences such that the recipient of the information knows or reasonably should know that the person communicating the material non-public information expects that the recipient will maintain its confidentiality; or (3) whenever a person receives or obtains material non-public information from certain close family members such as spouses, parents, children and siblings. For example, personnel at the Company may become insiders when an external source, such as a company whose securities are held by one or more of the accounts managed by an AGI Adviser, discloses material, non-public information to AGI Adviser’s portfolio managers or analysts with the expectation that the information will remain confidential.

As an “insider”, the Company has a duty not to breach the trust of the party that has communicated the “material, non-public” information by misusing that information. This duty may arise because an AGI Adviser has entered or has been invited to enter into a commercial relationship with the company, client or prospective client and has been given access to confidential information solely for the corporate purposes of that company, client or prospective client. This duty remains whether or not an AGI Adviser ultimately participates in the transaction.

Information Disclosed in Breach of a Duty.Analysts and portfolio managers at an AGI Adviser must be especially wary of “material, non-public” information disclosed in breach of corporate insider’s duty of trust or confidence that he or she owes the corporation and shareholders. Even where there is no expectation of confidentiality, a person may become an “insider” upon receiving material, non-public information in circumstances where a person knows, or should know, that a corporate insider is disclosing information in breach of a duty of trust and confidence that he or she owes the corporation and its shareholders. Whether the disclosure is an improper “tip” that renders the recipient a “tippee” depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. In the context of an improper disclosure by a corporate insider, the requisite “personal benefit” may not be limited to a present or future monetary gain. Rather, a prohibited personal benefit could include a reputational benefit, an expectation of a “quid pro quo” from the recipient or the recipient’s employer by a gift of the “inside” information.

A person may, depending on the circumstances, also become an “insider” or “tippee” when he or she obtains apparently material, non-public information by happenstance, including information derived from social situations, business gatherings, overheard conversations, misplaced documents, and “tips” from insiders or other third parties.

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4.IDENTIFYING MATERIAL INFORMATION

Before trading for yourself or others, including investment companies or private accounts managed by the Company, in the securities of a company about which you may have potential material, non-public information, ask yourself the following questions:

i.Is this information that an investor could consider important in making his or her investment decisions? Is this information that could substantially affect the market price of the securities if generally disclosed?

ii.To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in The Financial Times, Reuters, The Wall Street Journal or other publications of general circulation?

Given the potentially severe regulatory, civil and criminal sanctions to which you the Company and its personnel could be subject, any director, officer and employee uncertain as to whether the information he or she possesses is “material non-public” information should immediately take the following steps:

i.Report the matter immediately to a Compliance Officer or the Chief Legal Officer of the Company;

ii.Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by an AGI Adviser; and

iii.Do not communicate the information inside or outside the Company, other than to a Compliance Officer or the Chief Legal Officer of the Company.

After the Compliance Officer or Chief Legal Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication or will be allowed to trade and communicate the information.

5.PENALTIES FOR INSIDER TRADING

Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include: civil injunctions, treble damages, disgorgement of profits, jail sentences, fines for the person who committed the violation of up to three times, the profit gained or loss avoided, whether or not the person actually benefited, and fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Company, including dismissal of the persons involved.

III-5

SECTION II.PROCEDURES TO IMPLEMENT THE POLICY AGAINST INSIDER TRADING

A.Procedures to Implement the Policy Against Insider Trading

The following procedures have been established to aid the officers, directors and employees of an AGI Adviser in avoiding insider trading, and to aid an AGI Adviser in preventing, detecting and imposing sanctions against insider trading. Every officer, director and employee of an AGI Adviser must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties.

TRADING RESTRICTIONS AND REPORTING REQUIREMENTS

1.No employee, officer or director of the Company who is aware of material non-public information relating to the Company or any of its affiliates or subsidiaries, including Allianz AG, may buy or sell any securities of the Company, including Allianz AG, or engage in any other action to take advantage of, or pass on to others, such material non-public information.

2.No employee, officer or director of the Company who is aware of material non-public information which relates to any other company or entity in circumstances in which such person is deemed to be an insider or is otherwise subject to restrictions under the federal securities laws may buy or sell securities of that company or otherwise take advantage of, or pass on to others, such material non-public information.

3.No employee, officer or director of the Company shall engage in a securities transaction with respect to the securities of Allianz AG, except in accordance with the specific procedures published from time to time by the Company.

4.No employee shall engage in a personal securities transaction with respect to any securities of any other company, except in accordance with the specific procedures set forth in the Company’s Code of Ethics.

5.Employees shall submit reports concerning each securities transaction in accordance with the terms of the Code of Ethics and verify their personal ownership of securities in accordance with the procedures set forth in the Code of Ethics.

6.Because even inadvertent disclosure of material non-public information to others can lead to significant legal difficulties, officers, directors and employees of the Company should not discuss any potentially material non-public information concerning the Company or other companies, including other officers, employees and directors, except as specifically required in the performance of their duties

III-6

B.Information Barrier Procedures

The Insider Trading and Securities Fraud Enforcement Act in the US require the establishment and strict enforcement of procedures reasonably designed to prevent the misuse of “inside” information. Accordingly, you should not discuss material non-public information about the Company or other companies with anyone, including other employees, except as required in the performance of your regular duties. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted.

C.Resolving Issues Concerning Insider Trading

The federal securities laws, including the US laws governing insider trading, are complex. If you have any doubts or questions as to the materiality or non-public nature of information in your possession or as to any of the applicability or interpretation of any of the foregoing procedures or as to the propriety of any action, you should contact your Compliance Officer. Until advised to the contrary by a Compliance Officer, you should presume that the information is material and non-public and you should not trade in the securities or disclose this information to anyone.

III-7

APPENDIX IV

ACKNOWLEDGMENT OF RECEIPT

of the
Code of Ethics of
and the
Insider Trading Policy and Procedures Applicable to

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

I hereby certify that I have received the attached Code of Ethics and Insider Trading Policy and Procedures. I hereby agree to read the Code, to make a reasonable effort to understand its provisions and to ask questions about those provisions I find confusing or difficult to understand. I also agree to comply with the Code, including its general principles, its reporting requirements, its preclearance requirements, and its provisions regarding gifts and service as a director, 1 also agree to advise members of my Immediate Family about the existence of the Code of Ethics, its applicability to their personal trading activity, and my responsibility to assure that their personal trading activity complies with the Code of Ethics. Finally, I agree to cooperate fully with any investigation or inquiry by or on behalf of a Compliance Officer to determine my compliance with the provisions of the Code. I recognize that any failure to comply in all aspects with the Code and to honor the commitments made by this acknowledgment may result in disciplinary action, including dismissal.

Date:
	Signature
	Print Name

APPENDIX V

ANNUAL CERTIFICATION OF COMPLIANCE

with the
Code of Ethics of

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

I hereby certify that I have complied with the requirements of the Code of Ethics and Insider Trading Policy and Procedures that have applied to me during the year ended December 31, 200    . In addition, I hereby certify that 1 have read the Code and understand its provisions. I also certify that I recognize that I am subject to the provisions of the Code and that I have disclosed, reported, or caused to be reported all transactions required to be disclosed or reported pursuant to the requirements of the Code. I recognize that any failure to comply in all aspects with the Code and that any false statement in this certification may result in disciplinary action, including dismissal.

Date:
	Signature
	Print Name

APPENDIX VI

INITIAL REPORT OF ACCOUNTS

Pursuant to the
Code of Ethics of

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

In accordance with the Code of Ethics, 1 have attached to this form copies of the most recent statements for each and every Personal Account and Related Account that holds or is likely to hold a Security or Futures Contract in which I have a Beneficial Ownership interest, as well as copies of confirmations for any and all Investment Transactions subsequent to the effective dates of those statements.(1)

In addition, I hereby supply the following information for each and every Personal Account and Related Account in which I have a Beneficial Ownership interest for which I cannot supply the most recent account statement:

(1)	Name of employee:
(2)	If different than (1), name of the person in whose name the account is held:
(3)	Relationship of (2) to (1):
(4)	Firm(s) at which Account is maintained:
(5)	Account Number(s):
(6)	Name and phone number(s) of Broker or Representative:

(1)The Code of Ethics uses various capitalized terms that are defined in Appendix I to the Code. The capitalized terms used in this Report have the same definitions.

(7)Account holdings:

	Description of the Security or Futures Contract (including, as applicable, its name, title, interest rate, maturity date, exchange ticker symbol or CUSlP no.)	Quantity (numbers of shares, units or contracts)	Principal Amount ($)	Broker, Dealer, Transfer Agent, Bank or FCM
1.
2.
3.
4.
5.

(Attach additional sheets if necessary)

I also supply the following information for each and every Security or Futures Contract in which I have a Beneficial Ownership interest, to the extent this information is not available elsewhere on this form or from the statements and confirmations attached to this form.  This includes Securities or Futures Contracts held at home, in safe deposit boxes, or by an issuer.

	Person Who Owns the Security Or Futures Contract	Description of the Security or Futures Contract (including, as applicable, its name, title, interest rate, maturity date, exchange ticker symbol or CUSIP no.)	Quantity (numbers of shares, units or contracts)	Principal Amount ($)	Broker, Dealer, Transfer Agent. Bank or FCM
1.
2.
3.
4.
5.

(Attach additional sheets if necessary.)

I hereby certify that this form and the attachments (if any) identify all of the Personal Accounts, Related Accounts, Securities and Futures Contracts in which I have a Beneficial Ownership interest as of this date.

	Signature
	Print Name
Date:

Attachments

APPENDIX VII

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

PA DISTRIBUTORS LLC

QUARTERLY REPORT OF INVESTMENT TRANSACTIONS

FOR THE QUARTER ENDED               , 200    

Please mark one of the following:

oNo reportable Investment Transactions have occurred during the quarter just ended.

oExcept as indicated below, all reportable Investment Transactions were made through Personal Accounts and Related Accounts identified on the attached list, which, as modified (if necessary), represents a complete list of the Personal Accounts and Related Accounts that hold Securities or Futures Contracts in which I have or had a Beneficial Ownership interest and for which PIMCO should have received or will receive timely Duplicate Broker Reports for the calendar quarter just ended.(1) I hereby certify that the broker, dealer, transfer agent, bank or futures commission merchant for each such account has been instructed to send a Compliance Officer Duplicate Broker Reports for that account no later than 30 days after the close of the quarter just ended.

The following information for Investment Transactions during the calendar quarter just ended does not appear on the Duplicate Broker Reports referenced above.

Transaction
Date Description of the Security or
Futures Contract (including, as
applicable, its name, title, interest
rate, maturity date, exchange
ticker symbol or CUSIP no.) Quantity
(numbers of shares, units or
contracts)
and Principal Amount ($) Nature of Transaction
(i.e., buy or sell) Transaction
Price Broker, Dealer, Transfer Agent
Bank or FCM

I hereby certify that this form and the attached list (if any) of Personal Accounts and Related Accounts are accurate and complete as of the date indicated below.

SPECIAL NOTE TO PA DISTRIBUTORS LLC REGISTERED REPS AND ACCESS PERSONS: You will not have to fill out an extra form for each quarter for PA Distributors LLC.

SIGNED:

PRINT NAME:

DATE:

(1)The Code of Ethics uses various capitalized terms that are defined in Appendix I to the Code. The capitalized terms used in this Report have the same definitions.

1.Please see the Code of Ethics for a full description of the Investment Transactions that must be reported.

2.Transaction Date. In the case of a market transaction, state the trade date (not the settlement date).

3.Title of Security or Futures Contract. State the name of the issuer and the class of the Security (e.g., common stock, preferred stock or designated issue of debt securities). For Fixed Income Securities, please provide the Security’s interest rate and maturity date. For all Securities, provide, as applicable, the exchange ticker symbol or CUSIP number for that Security. For a Futures Contract, state the title of any Security subject to the Futures Contract and the expiration date of the Futures Contract.

4.Numbers of Shares or Contracts and Principal Amount. State the numbers of shares of Securities, the face amount of Fixed Income Securities or the units of other securities. For options, state the amount of securities subject to the option. Provide the principal amount of each Security or Futures Contract. If your ownership interest was through a spouse, relative or other natural person or through a partnership, trust, other entity, state the entire quantity of Securities or Futures Contracts involved in the transaction. You may indicate, if you wish, the extent of your interest in the transaction.

5.Nature of Transaction. Identify the nature of the transaction (e.g., purchase, sale or other type of acquisition or disposition).

6.Transaction Price. State the purchase or sale price per share or other unit, exclusive of brokerage commissions or other costs of execution. In the case of an option, state the price at which the option is currently exercisable. No price need be reported for transactions not involving cash.

7.Broker, Dealer, Transfer Agent, Bank or FCM Effecting Transaction. State the name of the broker, dealer, transfer agent, bank or FCM with or through which the transaction was effected.

8.Signature. Sign and date the report in the spaces provided.

9.Filing of Report. A report should be filed NOT LATER THAN 30 CALENDAR DAYS after the end of each calendar quarter with:

PIMCO

ATTN: Compliance Officer

840 Newport Center Drive

Suite 100

Newport Beach, CA 92660

10.Duplicate Broker Reports.  Please remember that duplicates of all trade confirmations, purchase and sale reports, and periodic statements must be sent to the firm by your broker.   You should use the address above.

APPENDIX VIII

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

PA DISTRIBUTORS LLC

ANNUAL HOLDINGS REPORT AND
FOURTH QUARTER REPORT OF INVESTMENT TRANSACTIONS

FOR THE YEAR AND QUARTER ENDED DECEMBER 31, 200    

I hereby certify that, except as indicated below, all Securities or Futures Contracts in which I had a Beneficial Ownership interest at the end of the 200  calendar year were held in Personal Accounts or Related Accounts identified on the attached list, as modified (if necessary), for which PIMCO should have received or will receive an account statement of holdings as of the end of that calendar year.(1) I hereby certify that the broker, dealer, bank or futures commission merchant for each such account has been instructed to send a Compliance Officer timely Duplicate Broker Reports, including a statement of holdings in that account as of the end of the calendar year.

The following information describes other Securities or Futures Contracts in which I had a Beneficial Ownership interest as of the end of the 200   calendar year:

Description of the Security or Futures
Contract (including, as applicable, its
name, title, interest rate, maturity date,
exchange ticker symbol or CUSIP no.) Quantity
(numbers of shares, units or contracts)
and Principal Amount ($) Broker, Dealer, Transfer Agent
Bank or FCM

(1)The Code of Ethics uses various capitalized terms that are defined in Appendix I to the Code, The capitalized terms used in this Report have the same definitions.

Except as indicated below, all reportable Investment Transactions during the quarter ended December 31, 200  , were made through Personal Accounts and Related Accounts identified on the attached list, which, as modified (if necessary), represents a complete list of the Personal Accounts and Related Accounts that hold Securities or Futures Contracts in which I have or had a Beneficial Ownership interest and for which PIMCO should have received or will receive timely Duplicate Broker Reports for the calendar quarter just ended.   I hereby certify that the broker, dealer, transfer agent, bank or futures commission merchant for each such account has been instructed to send a Compliance Officer Duplicate Broker Reports for each such account no later than 30 days after the close of the quarter just ended.

The following information for Investment Transactions during the calendar quarter just ended does not appear on the Duplicate Broker Reports referenced above.

Transaction
Date Description of the Security or
Futures Contract (including, as
applicable, its name, title, interest
rate, maturity date, exchange
ticker symbol or CUSIP no.) Quantity
(numbers of shares, units or
contracts)
and Principal Amount ($) Nature of Transaction
(i.e., buy or sell) Transaction
Price Broker, Dealer, Transfer Agent
Bank or FCM

I hereby certify that this form and the attached list (if any) of Personal Accounts and Related Accounts are accurate and complete as of the date indicated below.

SPECIAL NOTE TO PA DISTRIBUTORS LLC REGISTERED REPS AND ACCESS PERSONS: You will not have to fill out an extra form for each year for PA Distributors LLC.

SIGNED:

PRINT NAME:

DATE:

1.Please see the Code of Ethics for a full description of the Investment Transactions that must be reported.

2.Transaction Date. In the case of a market transaction, state the trade date (not the settlement date).

3Title of Security or Futures Contract. State the name of the issuer and the class of the Security (e.g.,common stock, preferred stock or designated issue of debt securities). For Fixed Income Securities, please provide the Security’s interest rate and maturity date. For all Securities, provide, as applicable, the exchange ticker symbol or CUSIP number for that Security. For a Futures Contract, state the title of any Security subject to the Futures Contract and the expiration date of the Futures Contract.

4.Numbers of Shares or Contracts and Principal Amount. State the numbers of shares of Securities, the face amount of Fixed Income Securities or the units of other securities. For options, state the amount of securities subject to the option. Provide the principal amount of each Security or Futures Contract. If your ownership interest was through a spouse, relative or other natural person or through a partnership, trust, other entity, state the entire quantity of Securities or Futures Contracts involved in the transaction. You may indicate, if you wish, the extent of your interest in the transaction.

5.Nature of Transaction. Identify the nature of the transaction (e.g., purchase, sale or other type of acquisition or disposition).

6.Transaction Price. State the purchase or sale price per share or other unit, exclusive of brokerage commissions or other costs of execution. In the case of an option, state the price at which the option is currently exercisable. No price need be reported for transactions not involving cash.

7.Broker, Dealer, Transfer Agent, Bank or FCM Effecting Transaction. State the name of the broker, dealer, transfer agent, bank or FCM with or through which the transaction was effected.

8.Signature. Sign and date the report in the spaces provided.

9.Filing of Report. A report should be filed NOT LATER THAN 30 CALENDAR DAYS after the end of each calendar year with:

PIMCO

ATTN: Compliance Officer

840 Newport Center Drive

Suite 100

Newport Beach, CA 92660

10.Duplicate Broker Reports. Please remember that duplicates of all trade confirmations, purchase and sale reports, and periodic statements must be sent to the firm by your broker.  You should use the address above.

APPENDIX IX

PRECLEARANCE REQUEST FORM

This form must be submitted to a Compliance Officer before executing any Investment Transaction for which preclearance is required under the PIMCO Code of Ethics. Before completing this form, you should review the PIMCO Code, including the terms defined in that Code. The capitalized terms used in this form are governed by those definitions. In addition, the Code provides information regarding your preclearance obligations under the Code, and information regarding the Transactions, Securities and Futures Contracts that are exempt from the Code’s preclearance requirement.(1)

No Investment Transaction subject to preclearance may be effected prior to receipt of written authorization of that Investment Transaction by a Compliance Officer. Unless otherwise specified, that authorization shall be effective, unless revoked, until the earlier of (a) the close of business on the date authorization is given, or (b) until you discover that information on this preclearance request form is no longer accurate.

(1)	Your Name:
(2)	If the Investment Transaction will be in someone else’s name or in the name of a trust, the name of that person or trust:
	The relationship of that person or trust to you:
(3)	Name of the firm (e.g.,broker, dealer, bank, futures commission merchant) through which the Investment Transaction will be executed:
	The relevant account number at that firm:
(4)	Issuer of the Security or identity of the Futures Contract for which preclearance is requested:
	The relevant exchange ticker symbol or CUSIP number:
(5)	The maximum numbers of shares, units or contracts for which preclearance is requested, or the market value or face amount of the Fixed Income Securities for which preclearance is requested:
(6)	The type of Investment Transaction for which preclearance is requested (check all that apply):	o  Purchase	o  Sale	o  Market Order
		o  Limit Order (Price Of Limit Order:                )

Please answer the following questions TO THE BEST OF YOUR KNOWLEDGE AND BELIEF:

(a)	Do you possess material non-public information regarding the Security or Futures Contract identified above or regarding the issuer of that Security?	o  Yes    o  No
(b)	Is the Security or Futures Contract identified above held by any PIMCO Advisory Client or is it a Related Security (as defined in the PIMCO Code)?	o  Yes    o  No

(1)Unless exempted, preclearance is required for any Investment Transaction in Securities, Related Securities or Futures Contracts in a Personal Account or a Related Account in which you have or will acquire a Beneficial Ownership interest.

(c)	Is there a pending buy or sell order on behalf of a PIMCO Advisory Client for the Security or Futures Contract identified above or for a Security for which the Security identified above is a Related Security?	o  Yes    o  No
(d)	Do you intend or do you know of another’s intention to purchase or sell the Security or Futures Contract identified above, or a Security for which the Security identified above is a Related Security, on behalf of a PIMCO Advisory Client?	o  Yes    o  No
(e)	Has the Security or Futures Contract identified above or a Related Security been considered for purchase by a PIMCO Advisory Client within the most recent 15 days? (Note: rejection of any opportunity to purchase the Security or Futures Contract for an Advisory Client would require an affirmative response to this question.)	o  Yes    o  No
(f)	Is the Security being acquired in an Initial Public Offering?(2)	o  Yes    o  No
(g)	Are you acquiring or did you acquire Beneficial Ownership of the Security in a Private Placement?(3)	o  Yes    o  No
(h)	If you are seeking preclearance of a purchase or sale of Securities, have you purchased or sold the same or similar Securities, or have you acquired or disposed of a Beneficial Ownership interest in the same or similar Securities, within the past 60 calendar days?(4)	o  Yes    o  No

By executing this form, you hereby certify that you have reviewed the PIMCO Code of Ethics and believe that the Investment Transaction for which you are requesting preclearance complies with the General Principles and the specific requirements of the PIMCO Code.

Employee Signature

Print or Type Name

Date Submitted

(2)Under the PIMCO Code, Advisory Employees are not permitted to acquire equity Securities in an Initial Public Offering.
The PIMCO Code requires special preclearance of acquisitions of debt Securities in an Initial Public Offering.

(3)The PIMCO Code applies special rules to the acquisition of Securities through a Private Placement and to the disposition of
Securities acquired through a Private Placement.

(4)Under the PIMCO Code, there are certain minimum holding periods for Fixed Income Securities, Tax-Exempt Municipal
Bonds or Related Securities, Designated Equity Securities, closed end Funds for which PIMCO serves as an investment
advisor or sub-advisor, and Mutual Fund Securities. Minimum holding periods generally do not apply to transactions in U.S.
Government Securities, most equity Securities, shares of Money Market Funds, index options or Futures Contracts. Please
consult the Code for more details.

You are authorized to execute the Investment Transaction described above. Unless indicated otherwise below, this authorization remains effective, unless revoked, until: (a) the close of business today, or (b) until you discover that the information on this request form is no longer accurate.(5)

Compliance Officer

Date of Authorization

(5) In the case of a request for preclearance of a Limit Order, a new request for preclearance must be submitted if your order is not filled by the close of business today.

IPO/PRIVATE PLACEMENT ADDENDUM
TO APPENDIX IX

The following addendum to the Preclearance Request Form (Appendix IX) shall be completed by the Compliance Officer, and attached to the Preclearance Request Form, whenever he/she approves the acquisition of a Beneficial Ownership interest in a Security in an Initial Public Offering or in a Private Placement:

(1)	The Advisory Employee is a Portfolio Employee:			o   Yes		o   No
(2)	The Investment Transaction involves
	(a)	An Initial Public Offering
		(i)	Of an equity Security:(6)	o   Yes		o   No
		(ii)	Of a debt Security:	o   Yes		o   No
	(b)	A Private Placement
		(i)	Of an equity Security:	o   Yes		o   No
		(ii)	Of a debt Security:	o   Yes		o   No
(3)	This investment opportunity should be reserved for one or more Advisory Clients:			o   Yes	(7)	o   No
(4)	This investment opportunity has been offered to the Advisory Employee by virtue of his/her position with PIMCO:			o   Yes	(8)	o   No

Other reasons supporting the decision to approve this acquisition:

(6) An Advisory Employee may not acquire Beneficial Ownership of an equity Security in an Initial Public Offering

(7) This Investment Transaction may not be approved.

(8) This Investment Transaction may not be approved.

APPENDIX X

PRECLEARANCE REQUEST FORM
FOR AN INVESTMENT TRANSACTION IN A
PIMCO CLOSED END FUND

This form must be submitted to a Compliance Officer before executing any Investment Transaction in a PIMCO Closed End Fund. Before completing this form, you should review the PIMCO Code, including the terms defined in that Code. The capitalized terms used in this form are governed by those definitions. In addition, the Code provides information regarding your preclearance obligations under the Code, and information regarding the Transactions, Securities and Futures Contracts that are exempt from the Code’s preclearance requirement.(9)

No Investment Transaction subject to preclearance may be effected prior to receipt of written authorization of that Investment Transaction by a Compliance Officer. Unless otherwise specified, that authorization shall be effective, unless revoked, until the earlier of (a) the close of business on the date authorization is given, or (b) until you discover that information on this preclearance request form is no longer accurate.

(1)	Your name:
(2)	If different from (1), name of the person or trust in which the Investment Transaction will occur:
(3)	Relationship of (2) to (1):
(4)	Name of the firm through which the Investment Transaction will be executed:
(5)	Name of the PIMCO Closed End Fund:
(6)	Maximum number of shares for which preclearance is requested:
(7)	Type of Investment Transaction (check all that apply):
	o  Purchase   o  Sale   o  Market Order   o  Limit Order (Price of Limit Order:                )
(8)	Do you possess material non-public information regarding the PIMCO Closed End Fund(10)	o  Yes    o  No
(9)	Have you or any Related Account covered by the authorization provisions of the Code purchased or sold shares of the PIMCO Closed End Fund within the past 6 months?	o  Yes    o  No

(9) Unless exempted, preclearance is required for any Investment Transaction in Securities or Related Securities in a Personal Account or a Related Account in which you have or will acquire a Beneficial Ownership interest.

(10) Employees are not permitted to acquire or sell a Security when they possess material non-public information regarding the Security or the issuer of the Security.

By executing this form, you hereby certify that you have reviewed the PIMCO Code of Ethics and believe that the Investment Transaction for which you are requesting preclearance complies with the General Principles and the specific requirements of the PIMCO Code.

Employee Signature

Print or Type Name

Date Submitted

You are authorized to execute the Investment Transaction described above. Unless indicated otherwise below, this authorization remains effective, unless revoked, until: (a) the close of business today, or (b) until you discover that the information on this request form is no longer accurate.(11)

Compliance Officer

Date of Authorization

(11) In the case of a request for preclearance of a Limit Order, a new request for preclearance must be submitted if your order is not filled by the close of business today.

APPENDIX XI

PIMCO COMPLIANCE OFFICERS

Mohan V. Phansalkar
(Chief Legal Officer)

Denise C. Seliga
(Chief Compliance Officer)

J. Stephen King, Jr.

Arthur Y. D. Ong

Bradley W. Paulson

EX-99.(P)(8)

Exhibit 99.(p)(8)

Adopted February 9, 2005

RS INVESTMENT MANAGEMENT CO. LLC
RS INVESTMENT MANAGEMENT, L.P.
RS INVESTMENT MANAGEMENT, INC.
RS GROWTH GROUP LLC
RS VALUE GROUP LLC
(collectively, “RSIM”)

RS INVESTMENT TRUST (the “Trust”)

CODE OF ETHICS

Including

RSIM POLICY ON PERSONAL TRADING

Things You Need to Know to Use This Code

1.Terms in boldface type have special meanings as used in this Code.  To understand this Code, you need to read the definitions of these terms.  The definitions are at the end of this Code.

2.To understand what parts of this Code apply to you, you need to know whether you fall into one of these categories:

Access Person

Advisory Person

Trade Access Person

If you don’t know, ask the Chief Compliance Officer.

This Code has three sections:

Part I — Applies to All Personnel

Part II — Applies to Access Persons

Part III — Definitions

There are also three Reporting Forms that Access Persons have to fill out under this Code.  You can get copies of the Reporting Forms from the Chief Compliance Officer.

NOTE:  If you are an Advisory Person, you are automatically an Access Person too, so you must comply with both the Access Person provisions and the Advisory Person provisions.

3.The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances.  However:

•RSIM expects that waivers will be granted only in rare instances, and

•Some provisions of this Code that are mandated by SEC rule cannot be waived.

PART I — Applies to All Personnel

General Principles—These Apply to All RSIM Personnel

RSIM is a fiduciary for its investment advisory and sub-advisory clients.  Because of this fiduciary relationship, it is generally improper for RSIM or its personnel to:

•use for their own benefit (or the benefit of anyone other than the client) information about RSIM’s trading or recommendations for client accounts; or

•take advantage of investment opportunities that would otherwise be available for RSIM’s clients.

Also, as a matter of business policy, RSIM wants to avoid even the appearance that RSIM, its personnel, or others receive any improper benefit from information about client trading or accounts, or from our relationships with our clients or with the brokerage community.

RSIM expects all personnel to comply with the spirit of this Code, as well as the specific rules contained in this Code.  RSIM and this Code require all employees to comply with all applicable federal securities laws, including the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley Act of 2002, the Bank Secrecy Act and Title V of the Gramm-Leach-Bliley Act and any rules adopted by any government agency under any of those statutes.  In addition, all employees must report promptly to the Chief Compliance Officer any violations of this Code of which they become aware.

RSIM treats violations of this Code (including violations of the spirit of this Code) very seriously.  If you violate either the letter or the spirit of this Code, RSIM might impose penalties or fines, cut your compensation, demote you, require disgorgement of trading gains, or suspend or terminate your employment.

2

Improper trading activity can constitute a violation of this Code.  But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts.  Your conduct can violate this Code, even if no clients are harmed by your conduct.

If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer.  Don’t just guess at the answer.

This is a combined Code of Ethics for RSIM and the Trust.  Not every violation of this Code will affect, or will relate to investment activity of, the Trust or every other RSIM client.  Certain of the requirements or prohibitions set out below are specified to be “Separately Determined” requirements or prohibitions.  A violation of any Separately Determined requirement or prohibition will only be considered to be a violation of the Code of Ethics of the Trust if and to the extent that the violation in question involved the Trust or its series (“Funds”) or their investment activities.  If a requirement or prohibition is not specified to be Separately Determined, any violation of the requirement or prohibition shall be a violation of the Code of Ethics for RSIM and the Trust.

General Anti-Fraud Prohibition – This Applies to All Personnel, including Trustees of the Trust

The prohibitions of this section are Separately Determined.  It is a violation of this Code of Ethics for any officer, director, member, or employee of RSIM or the Trust, in connection with the purchase or sale, directly or indirectly, by the person of any security:

1.To employ any device, scheme, or artifice to defraud any Fund or any other client of RSIM;

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

3.To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on any Fund or other client or RSIM;

4.To engage in any manipulative practice with respect to any Fund or other client of RSIM;

5.To engage in any transaction in securities on the basis of material, nonpublic information in violation of applicable law.

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Gifts to or from Brokers or Clients—This Applies to All RSIM Personnel

No personnel may accept or receive on their own behalf or on behalf of RSIM any gift or other accommodations from a vendor, broker, securities salesman, client, or prospective client (a “business contact”) that might create a conflict of interest or interfere with the impartial discharge of the recipient’s responsibilities to RSIM or its clients or place the recipient or the Firm in a difficult or embarrassing position.  This prohibition applies equally to gifts to members of the Family/Household of RSIM personnel.

No personnel may give on his or her own behalf or on behalf of RSIM any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.

In no event should gifts to or from any one business contact have a value that exceeds the annual limitation on the dollar value of gifts established by the NASD from time to time (currently $100).

These policies are not intended to prohibit normal business entertainment.  For more information, please review the firm’s Policy Regarding Gifts or ask the Chief Compliance Officer.

Service on the Board or as an Officer of Another Company—This Applies to All Personnel

To avoid conflicts of interest, inside information, and other compliance and business issues, RSIM prohibits all its employees from serving as officers or members of the board of any other for-profit entity, except with the advance written approval of the COO of RSIM and of the Chief Compliance Officer.  RSIM can deny approval for any reason.  This prohibition does not apply to service as an officer or board member of any parent or subsidiary of RSIM.  Any transactions for any client account in securities of any company that any employee of RSIM serves as an officer or board member must be pre-approved by the Chief Compliance Officer (the requirement of this sentence being Separately Determined).  Also, you must (a) certify on a quarterly basis that neither you nor any member of your Family/Household has such a position with a public company, and (b) inform the Compliance Department immediately if you or any member of your Family/Household assumes such a position.

PART II — Applies to All Access Persons

A.Reporting Requirements—These Apply to All Access Persons (including All Advisory Persons)

NOTE:  One of the most complicated parts of complying with this Code is understanding what holdings, transactions, and accounts you must report and what accounts are subject to trading restrictions.  For example, accounts of certain members of your Family/Household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be

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managing for you.  To be sure you understand what holdings, transactions, and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Family/Household, and Beneficial Ownership in the “Definitions” section at the end of this Code.  For your own protection and the protection of RSIM, you should always err on the side of reporting if you have any question as to whether you are required to report.

ALSO:  You must file the reports described below, even if you have no holdings, transactions, or accounts to list in the reports.

1.Initial Holdings Reports. No later than 10 days after you become an Access Person, you must file with the Chief Compliance Officer a Holdings Report [See attached] (copies of all reporting forms are available from the Chief Compliance Officer).

The report requires you to list all Covered Securities, including shares of mutual funds, in which you (or members of your Family/Household) have Beneficial Ownership.  It also requires you to list all brokers, dealers, and banks where you maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person.  The report must be current as of a date no more than 45 days prior to the date you became an Access Person.

The report also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person and, if applicable, an Advisory Person under this Code.

2.Quarterly Transaction Reports. No later than 30 days after the end of March, June, September, and December each year, you must file with the Chief Compliance Officer a Quarterly Transactions Report [Attached Holdings Report]

The Report requires you to list all transactions (other than transactions effected pursuant to an Automatic Investment Plan) during the most recent calendar quarter in Covered Securities, in which transactions you (or a member of your Family/Household) had Beneficial Ownership.  Please note that transactions in any mutual funds, whether Funds or not, are subject to quarterly reporting.  The report also requires you to list all brokers, dealers, and banks where you or a member of your Family/Household established an account in which any securities (not just Covered Securities) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.

Every Quarterly Transactions Report shall contain the following information:

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

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

(iii)The price at which the transaction was effected;

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

(v)The date when you submit the report.

Copies of statements or confirmations containing the information specified above may be submitted in lieu of listing the transactions.  Persons submitting statements (or causing statements to be submitted) will be deemed to have satisfied this reporting requirement, and need only sign off quarterly on having complied.

For periods in which no reportable transactions were effected, the Quarterly Transactions Report shall contain a representation that no transactions subject to the reporting requirements were effected during the relevant time period.

3.Annual Holdings Reports.By February 14 of each year, you must file with the Chief Compliance Officer an Annual HoldingsReport on [Attached Holdings Report].  The report must state the date on which you submit it.

The report requires you to list all Covered Securities, including shares of mutual funds, in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31 of the prior year.  It also requires you to list all brokers, dealers, and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.

The report also requires you to confirm that you have read and understand this Code and have complied with its requirements, that you understand that it applies to you and members of your Family/Household, and that you understand that you are an Access Person and, if applicable, an Advisory Person and/or Trade Access Person under this Code.

Any quarterly or annual report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.

4.Personal Accounts; Duplicate Confirmation Statements.  All personal brokerage accounts from RSIM personnel and any members of their Family/Household must be maintained at Charles Schwab & Co. or Fidelity Investments.  Any exceptions to this policy must be approved by the Compliance Department.If you or any member of

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your Family/Household has, or intends to open, a securities account with any broker, dealer, or bank, including Charles Schwab & Co. or Fidelity Investments, you or your Family/Household member must (i) notify the Compliance Department and (ii) direct that broker, dealer, or bank to send, directly to the Firm’s Chief Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account.

5.Exceptions to Reporting Requirements.

(i)An Access Person is not required to file reports under paragraphs A.1, A.2 or A.3 above with respect to accounts over which neither the Access Person nor any member of his or her Family/Household exercises any direct or indirect influence or control.

(ii)An independent Trustee, i.e., a Trustee of the Trust who is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Trust, is not required to file reports under paragraphs A.1 or A.3 above, and is not required to file any report under paragraph A.2 above with respect to any transaction in a security provided such Trustee neither knew nor, in the ordinary course of fulfilling his or her official duties as a Trustee of the Trust, should have known that, during the 15-day period immediately preceding or after the date of the transaction by the Trustee, such security is or was purchased or sold by a Fund or is or was being considered for purchase or sale by a Fund by its investment adviser.

B.Transaction Restrictions—These Apply to All Access Persons (including All Advisory Persons), Except Members of the Trust’s Board Who Are Not Employees of RSIM

1.Preclearance.  You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security (other than as excepted below) for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, written preclearance for that transaction from the Chief Compliance Officer.

Once obtained, preclearance is valid only for the day on which it is granted. The Chief Compliance Officer may revoke a preclearance any time after it is granted and before you execute the transaction.  The Chief Compliance Officer may deny or revoke preclearance for any reason.  In no event will preclearance be granted for any Covered Security if, to the knowledge of the Chief Compliance Officer, the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security) for any client.  Please note that obtaining preclearance for a transaction does not guarantee that the trade will not be later reversed should a subsequent trade in the same security be effected in any client account.  An Advisory Person would not normally be expected to request preclearance with respect to a transaction that would violate any provision of this Code.

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Subsequent review:  Even if a transaction in a security has been precleared, the transaction is subject to continuing review even after it has been effected and may later be reversed if, in the absolute discretion of the Chief Compliance Officer and the COO of RSIM, reversal is appropriate in light of the circumstances existing before, at the time of, or after the time of the transaction.

Special pre-clearance rule for Advisory Persons:  Except with respect to trades of Fund shares, each request for preclearance by an Advisory Person must: (i) be submitted via e-mail (whenever possible) to the Compliance Department, with a copy to all RSIM portfolio managers; and (ii) include an explanation as to why that transaction is not appropriate for any client account managed or supported by that Advisory Person.

The preclearance requirements do not apply to the following categories of transactions:

•Transactions in Covered Securities issued or guaranteed by any national government that is a member of the Organization for Economic Cooperation and Development, or any agency or authority thereof.

•Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

•Transactions in shares of mutual funds that are not (i) Funds or (ii) other registered investment companies advised or sub-advised by RSIM.(1)

•Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any direct or indirect influence or control over the account in which the transaction occurred.

•Transactions in fixed-income securities issued by any state, its political subdivisions (e.g., counties, cities, towns), or their agencies or instrumentalities, the interest from which is exempt from regular federal income tax.

•Sales of interests in private investment vehicles.

•Purchases of Covered Securities pursuant to an Automatic Investment Plan.

(1) A list of mutual funds that RS sub-advises can be found on the firm’s internal web site under “General Information – Compliance”.

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2.Initial Public Offerings and Private Placements.   Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any Covered Security in: (a) an initial public offering, under any circumstances; or (b) a private placement (including a private placement of interests in a hedge fund or other investment limited partnership), except with specific approval from RSIM’s COO (in addition to normal pre-clearance from the Compliance Department).

3.Short-Term Trading.  Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, shares of a Fund within any period of 60 calendar days.  If you or any member of your Family/Household purchase and sell, or sell and purchase, any other Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) within any period of 60 calendar days, then the Firm will require any profits from the transactions to be donated to a charity designated by the Firm.

C.Blackout Periods — Applies to All Trade Access Persons

No Trade Access Person (including any member of the Family/Household of such Trade Access Person) may purchase or sell any Covered Security within the seven calendar days immediately before or after a calendar day on which any client account managed by RSIM purchases or sells (including a “program trade” or other automated transaction) that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security).  If any such transactions occur, RSIM, at the sole discretion of the Chief Compliance Officer and the senior management of RSIM, will generally require any profits from the transactions to be donated to a charity designated by the Firm.  Note that the total blackout period is 15 days (the day of the client trade, plus seven days before and seven days after).  The prohibitions of this paragraph C are Separately Determined.

NOTE: It sometimes happens that an Advisory Person who is responsible for making investment recommendations or decisions for client accounts (such as a portfolio manager or analyst) determines—within the seven calendar days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Advisory Person’s knowledge, then under consideration for purchase by any client account—that it would be desirable for client accounts as to which the Advisory Person is responsible for making investment recommendations or decisions to purchase or sell the same Covered Security (or a closely related security).  In this situation, the Advisory Person MUST put the clients’ interests first, and promptly make the investment recommendation or decision in the clients’ interest, rather than delaying the recommendation or decision for clients until after the seventh day following the day of the transaction for the Advisory Person’s (or Family/Household member’s) own account to avoid conflict with the blackout provisions of this Code.  Additionally, such Advisory Person shall submit a written report to the Chief Compliance Officer describing the circumstances of the purchase or sale of the Covered Security for his or her own account, and attesting that at the time of such purchase or sale, the Advisory Person did not have actual knowledge that the

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Covered Security was being considered for purchase or sale by any client account.  RSIM recognizes that this situation may occur in entire good faith, and will not require disgorgement of profits in such instances if it appears, in the sole discretion of the Chief Compliance Officer and senior management of RSIM, that the Advisory Person acted in good faith and in the best interests of RSIM’s clients.

PART III — Definitions

These terms have special meanings in this Code of Ethics:

1940 Act
Access Person
Advisory Person
Beneficial Ownership
Chief Compliance Officer
Covered Security
Family/Household
Trade Access Person

The special meanings of these terms as used in this Code of Ethics are explained below.  Some of these terms (such as “beneficial ownership”) are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings.  For example, “beneficial ownership” has a different meaning in this Code of Ethics than it does in the SEC’s rules for proxy statement disclosure of corporate directors’ and officers’ stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.

IMPORTANT:  If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer.  Don’t just guess at the answer.

1940 Act means the Investment Company Act of 1940, as amended.

Access Person means: (A) any officer, director, trustee, member or partner of RSIM or the Trust; or (B) any employee of RSIM or the Trust who, in connection with his or her regular functions or duties, makes, participates in, influences, or obtains information regarding, the purchase or sale of any securities (even if they are not Covered Securities) for any client account, or any recommendations with respect to such purchases or sales; or (C) any natural person who directly or indirectly has a 25% or greater interest in RSIM or any Fund and obtains information concerning recommendations made to any client of RSIM regarding the purchase or sale of any securities (whether or not they are Covered Securities).

Advisory Person means any Access Person who, in connection with his or her regular functions or duties, makes, participates in or influences (A) the purchase or sale of any

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securities (even if they are not Covered Securities) for any client account or (B) any recommendations with respect to such purchases or sales.  RSIM’s CEO is also an Advisory Person.  A person who is an Access Person solely by virtue of the fact that that person obtains information regarding the purchase or sale of any securities or any recommendation with respect to such purchases or sales, but does not make, participate in, or influence such purchases, sales, or recommendations is not an Advisory Person.

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An Automatic Investment Plan includes a dividend reinvestment plan.

Beneficial Ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities.  It also includes transactions over which you exercise investment discretion (other than for a client of RSIM), even if you don’t share in the profits.

Beneficial Ownership is a very broad concept.  Some examples of forms of Beneficial Ownership include:

Securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial or “street name” accounts.

Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or “street name” account).

Securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company, or other manager, unless the securities are held in a “blind trust” or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account.  (Just putting securities into a discretionary account is not enough to remove them from a person’s Beneficial Ownership.  This is because, unless the account is a “blind trust” or similar arrangement, the owner of the account can still communicate with the manager about the account and potentially influence the manager’s investment decisions.)

Securities in a person’s individual retirement account.

Securities in a person’s account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.

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Securities owned by a trust of which the person is either a trustee or a beneficiary.

Securities owned by a corporation, partnership, or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or “street name” account).

This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code.  You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.

Chief Compliance Officer means John J. Sanders, Jr., his successor, or another person designated to perform the functions of the Chief Compliance Officer.  You can reach the Chief Compliance Officer by calling 415-591-2768.  For purposes of reviewing the Chief Compliance Officer’s own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by Forrest Hendrickson or another person designated to perform that function.

Three alternate Compliance Officers have been designated for RSIM and the Trust: (1) Forrest Hendrickson, (2) Marianne Clark and (3) Karen Froehlich.

The Chief Compliance Officer will create a list of all Access Persons and update the list with reasonable frequency.  The Chief Compliance Officer will circulate a copy of this Code and any amendments hereto to each Access Person, together with an acknowledgement of receipt, which shall be signed and returned to the Chief Compliance Officer by each Access Person promptly after he or she becomes an Access Person and at least once a year thereafter.

Covered Security means anything that is considered a “security” under the 1940 Act, except:

Direct obligations of the U.S. Government.

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.

Money market mutual funds.

This is a very broad definition of security.  In addition to including shares in any Fund and any other mutual fund, it also includes most kinds of investment instruments, including things that you might not ordinarily think of as “securities,” such as:

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shares of investment companies, including mutual funds (other than money market mutual funds)

options on securities, on indexes and on currencies

exchange traded funds, SPDRs and QQQs

investments in all kinds of limited partnerships

investments in foreign unit trusts and foreign mutual funds

investments in private investment funds, hedge funds and investment clubs

If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the Chief Compliance Officer.

Members of your Family/Household include:

Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

Your children, if they (A) are under the age of 18 or (B) live in the same household as you or (C) receive any support from you.

Any of these people who live in your household:  your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

Comment—There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership.  First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person’s support.  Second, members of your household could, in some circumstances, learn of information regarding the Firm’s trading or recommendations for client accounts, and must not be allowed to benefit from that information.

Trade Access Person means an employee who, as part of his or her regular functions or duties, has access to RSIM’s trade order management system, and any member of such person’s Family/Household.  Every Advisory Person is also a Trade Access Person.

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RS INVESTMENT MANAGEMENT CO. LLC

RS INVESTMENT TRUST

RS INVESTMENT MANAGEMENT, L.P.

RS INVESTMENT MANAGEMENT, INC.

RS GROWTH GROUP LLC

RS VALUE GROUP LLC

Holdings Report

For the Year/Period Ended:
	(month/day/year)

Check here if this is an Initial Holdings Report  o

To the Compliance Officer:

As of the calendar year/period referred to above, I have a direct or indirect beneficial ownership interest in the securities listed below which are required to be reported pursuant to the RSIM Code of Ethics:

Security Name (symbol or CUSIP #) and Type
Amount Number of Shares Principal

The name of any broker, dealer or bank with whom I maintain an account in which my securities are held for my direct or indirect benefit are as follows (institution and account number(s)):

Date:	Signature:
	Print Name:

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Please sign and date the attached form.

Detach and return to RSIM Compliance.

I fully understand and hereby subscribe to this Code of Ethics.

Name

Signature

Date

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EX-99.(P)(9)

Exhibit 99.(p)(9)

THORNBURG INVESTMENT MANAGEMENT

POLICY ON PERSONAL SECURITIES TRANSACTIONS

Policy Objectives

Honesty and integrity are hallmarks of Thornburg Investment Management, Inc. (the “Firm”).  The Firm has a fiduciary obligation to its Investment Clients, and the Firm seeks the highest standards of ethics and conduct in all of its business relationships.

This Policy has been adopted by the Firm with the objectives of promoting honesty and integrity, preventing wrongdoing, and preventing any Supervised Person, in connection with the direct or indirect purchase or sale by the person of Securities held or proposed to be purchased by any Investment Company Client, from: (1) employing any device, scheme or artifice to defraud any Investment Company Client; (2) making any untrue statement of material fact to any Investment Company Client or omitting to state a material fact necessary in order to make the statements made to any Investment Company Client, in light of the circumstances under which they are made, not misleading; (3) engaging in any act, practice or course of business that operated or would act as a fraud or deceit on any Investment Company Client; or (4) to engaging in any manipulative practice with respect to any Investment Company Client.

This Policy is intended to constitute (i) provisions requiring certain persons to report, and the Firm to review, personal securities transactions and holdings, as described in paragraph (3) of Rule 204A-1 under the Investment Advisers Act of 1940, and (ii) a policy on personal investment activities of certain personnel of the Firm as required by Rule 17j-1 under the Investment Company Act of 1940.

This policy together with the separately adopted Code of Business Conduct and Ethics, is intended to comprise the Investment Adviser’s code of ethics described in Rule 204A-1 under the Investment Advisers Act of 1940

Please see the Glossary of Terms for definitions of terms used in this Policy.

Prior Authorization For All Securities Transactions

For all personal Securities transactions the Firm requires its Access Persons to obtain prior authorization, utilizing the Request for Prior Clearance of Security Transactions form.  The Access Person will obtain prior authorization from the Chief Compliance Officer or other compliance officer designated by the Chief Compliance Officer.  If the Chief Compliance Officer is seeking prior authorization for a trade the officer will obtain prior authorization from the President of the Firm.

As an internal policy the Firm requires all Access Persons to obtain prior authorization for sales of investment company shares. In addition, documentation proving that the shares have been held for more than 30 days must be attached to the Request for Prior Clearance of Security

Transactions form.  If the shares have not been held for 30 days or more the procedures in the “Prohibition of Certain Transactions” section below must be followed.

The Firm exempts the following transactions from prior authorization requirements.

•Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control.

•Purchases or sales through an Automatic Investment Plan.

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

•Purchases or sales of shares issued by unit investment trusts.

•Purchases or sales which are non-volitional on the part of the Access Person.

•Purchases or sales of shares issued by exchange traded funds that are based on any broad-based securities index.

Prohibition of Certain Transactions

The Firm prohibits the following transactions:

•The purchase or sale by Access Persons of any Securities, including specifically (but not limited to) Securities distributed in an Initial Public Offering (IPO) or in a Limited Offering, unless prior authorization has been granted.

•The purchase or sale by Access Persons of Securities on the Restricted List, unless the Chief Compliance Officer issues a written waiver because (1) either the Blue Chip Exemption applies, (2) the Blackout Exemption applies, or (3) the transaction would be very unlikely to affect a highly institutional market or because it is clearly not related economically to Securities purchased, sold or held by Investment Clients.

•The redemption of any investment company shares within 30 days of purchase.  This prohibition can be waived only in exceptional circumstances upon written request to the Chief Compliance Officer, and issuance of a written waiver.

Restricted List

The Firm maintains a Restricted List of Securities.  The Chief Compliance Officer or designee shall maintain the Restricted List.  The list is available on the Firm’s intranet site: www.gothornburg.com.  A Security will be placed on this list when:

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1.The Firm possesses material nonpublic information about or affecting the Security or its issuer.

2.The Security is currently held or is to be acquired by an Investment Client, is being considered for purchase or sale by an Investment Client, or is being purchased or sold by an Investment Client.  A Security “held” or “to be acquired” means any Security which, within the most recent 15 days, (1) is or has been held by an Investment Client, or (2) is being or has been considered for purchase or sale by an Investment Client.  A Security is “being considered for purchase or sale” when a recommendation to purchase or sell the security has been communicated by the Firm to the Investment Client or when an Access Person of the Firm seriously considers making the recommendation to the Client or a purchase or sale on the Client’s behalf.

Reporting of Personal Securities Ownership

Statement of Outside Brokerage Activity

Each newly hired or newly designated Supervised Person must file a Statement of Outside Brokerage Activity with the Chief Compliance Officer within 10 days of being hired or designated a Supervised Person.  On this statement the Supervised Person must disclose each brokerage account in which they have any Beneficial Ownership. It also must include the brokerage account(s) for any Family Member.  It is the responsibility of each Supervised Person to notify each broker, dealer or bank through which the Supervised Person or a Family Member maintains an account so that the broker complies with the Firm’s requests for duplicate confirmations and statements in accordance with this Policy.  If new outside brokerage accounts are opened at any time after the filing of the Statement of Outside Brokerage Activity it is the responsibility of the Supervised Person to notify the Compliance Department in writing.

Holdings Reports

•Newly hired or newly designated Access Persons are required to file an Initial Holdings Report within 10 days of being hired or designated as an Access Person. The Report must be current as of a date not more than 45 days before the individual becomes an Access Person.

•Access Persons are also required to file an Annual Holdings Report for the previous twelve months ending December 31^st within 30 days of the end of the calendar year.

For each Security in which the Access Person has any direct or indirect Beneficial Ownership, including all shares of investment companies held by the Access Person including but not limited to shares within their Thornburg 401K and Thornburg Funds, the Initial Holdings Report and the Annual Holdings Report must include the following information:

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•The title and type of each Security, and as applicable the exchange ticker symbol or CUSIP number, and quantity;

•The name of each broker, dealer or bank maintaining a brokerage account and the account number assigned to it;

•The date the Access Person files the report;

•Reports must also include the information described above for the Access Person’s Family Members.

You may submit copies of brokerage account statements if they contain the necessary information.

Quarterly Transactions Reports

•Each Supervised Person must file with the Chief Compliance Officer a Quarterly Transaction Report within 30 days of the end of each calendar quarter.

For each Security in which the Supervised Person has any direct or indirect Beneficial Ownership, including all shares of investment companies held by the Supervised Person including but not limited to shares within their Thornburg 401K and Thornburg Funds, the Quarterly Transaction Report must include the following information:

•the date of each transaction, the number of shares, the title of the Security;

•The nature of the transaction that is, a purchase, sale or other type of acquisition or disposition of the Security;

•The price at which the transaction was effected;

•The name of each broker, dealer or bank maintaining a brokerage account in which the Access Person had any Beneficial Ownership or effected any transaction during the period;

•The date the Supervised Person files the report;

•Reports also must also include the information described above for the Supervised Person’s Family Members;

•Transactions through Automatic Investment Plans may be omitted from the Quarterly Transaction Report.

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You may submit copies of brokerage account statements if they contain the necessary information. If the compliance department already receives duplicate confirmations and statements there is no need to attach it, however, you must ensure that all transactions placed within the designated period appear on those duplicate confirmations and statements.

Reporting Exemptions

The Firm exempts the following transactions from the reporting requirements.

•Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control.

Administration and Enforcement of the Policy

The Chief Compliance Officer will designate a compliance officer of the Firm to serve as the filing and review officer.  The officer will be responsible for:

•Maintaining current and previous lists of all Supervised Persons.

•Maintain a record of the filing and review officers in such a manner that the individuals serving as filing and review officer can be identified for any period of time.

•Providing Supervised Persons with the forms necessary for filing required reports.

•Maintain Holdings and Transactions Reports and Statements of Outside Brokerage Activity filed, including all backup documentation.

•Maintain a schedule of report filing dates.  This schedule will reflect any case in which a Supervised Person has not timely filed a report and the date any reminders were sent out.  If a report is not filed within the required time the filing and review officer will advise the Chief Compliance Officer.

•Maintaining copies the current and previous Restricted Lists.

•Maintain Request for Prior Clearance for Securities Transactions forms.

•Maintain records of waivers, including backup documentation of any waivers issued.

•Review and monitor the personal Securities transactions and trading patterns of Supervised Persons.  The Chief Compliance Officer will review the personal Securities transactions of the filing and review officer.

•Report to the Chief Compliance Officer any violations.

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•The filing and review officer will request duplicate confirmations of all personal Securities transactions and periodic statements for all Securities accounts from brokers, dealers and banks maintaining accounts for Supervised Persons and their Family Members.

•Maintain records of requests for duplicate brokerage confirmations and account statements, and files of duplicate brokerage confirmation and account statements.

See “Books and Records,” below for the periods of time records are to be retained.

Certification

Each newly hired Supervised Person of the Firm will be provided a copy of this Policy.  Each such individual must certify in writing within 30 days that they have received a copy of this Policy, read and understand all provisions of this Policy, and agree to comply with the applicable terms of this Policy.  The Firm will provide its Supervised Persons with any amendments to the Policy and will require all such individuals to certify in writing that that have received, read and understand the amendments.  Each year the Chief Compliance Officer will conduct an annual meeting with Supervised Persons to review the Policy.  The Firm also requires that its Supervised Persons annually certify that they have read, understood and complied with the Policy, that they have made all of the reports required by the Policy and have not engaged in any prohibited conduct.

Reporting Violations and Other Matters

The Chief Compliance Officer shall periodically report to the President any waivers granted with respect to the prohibition of redemptions of Investment Company Client shares within 30 days of purchase.  The Chief Compliance Officer also shall periodically report to the Trustees of Thornburg Investment Trust any such waivers with respect to redemptions of the Trust’s shares.

The Chief Compliance Officer shall report to the Trustees of Thornburg Investment Trust at least annually.  The report shall (i) describe any issues arising under this Policy since the last report, including but not limited to, any material violations of this Policy and any sanctions imposed, and (ii) certify that the Firm has procedures reasonably necessary to prevent Supervised Persons from violating this Policy.

All Supervised Persons are required to promptly report any actual, apparent or suspected violations of the Policy to the Chief Compliance Officer.  If the Chief Compliance Officer or another compliance officer is not available the individual should report the violation to their immediate supervisor who is then responsible for reporting it to the Chief Compliance Officer.  All reports will be treated confidentially to the extent permitted by law and investigated promptly.

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Sanctions

Upon discovering a violation of this Policy, the Firm may impose such sanctions as it deems appropriate, including, but not limited to, a letter of censure, suspension or termination of the violator’s employment.

Coordination With Thornburg Investment Trust Policy on Personal Securities Transactions

Thornburg Investment Trust has adopted a Policy on Personal Securities Transactions in accordance with Rule 17j-1 under the Investment Company Act of 1940 (“Trust Policy”).  It is the intention and policy of the Firm to coordinate its administration of this Policy with the Trust Policy.  Any report filed by a Supervised Person under the Trust Policy, and any waiver obtained by a Supervised Person under the Trust Policy, shall be considered a report or waiver under this Policy.

Similarly, TSC has adopted a Policy on Personal Securities Transactions in accordance with Rule 17j-1 under the Investment Company Act of 1940 (“TSC Policy”).  It is the intention and policy of the Firm to coordinate its administration of this Policy with the TSC Policy.  Any report filed by a Supervised Person under the TSC Policy, and any waiver obtained by an Supervised Person under the TSC Policy, shall be considered a report or waiver under this Policy.

Books and Records

In its books and records the Compliance Department will retain:

•A copy of each version of this Policy that has been in effect at any time.

•A record of any violations of this Policy and any action taken as a result of the violation.

•Maintain Holdings and Transaction Reports and Statements of Outside Brokerage Activity, including backup documentation.

•Maintain copies of duplicate brokerage confirmations and account statements.

•Maintain Request for prior Clearance for Securities Transaction forms, and any backup documentation, and waivers granted.

•Maintain copies of Restricted Lists.

•Maintain lists of Supervised Persons.

•Maintain schedule of report filing dates, reminders, sanctions imposed.

•Maintain copies of reports to the Chief Compliance Officer, to the Trust, and to Investment Company Clients.

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•A record of persons designated as filing and review officers.

•Maintain sign in sheet and material distributed to Supervised Persons at the annual review meetings.

•Retain signed certification forms.

For the first two years these items will be stored in a designated area at the Firm’s principal place of business; after the two year period they may be moved and stored offsite, where the records will be retained as required by law or applicable regulations.

Glossary of Terms

“Access Person” means for purpose of this Policy:

•Any director, managing director or officer of the Firm.

•Employees of the Firm who have access to or obtain nonpublic information regarding any Investment Client’s purchase or sale of Securities or nonpublic information regarding the portfolio holdings of any Investment Company Client, or who make, participate in, or are involved in (or whose functions relate to the making of) recommendations with respect to any Investment Client’s purchase or sale of Securities.

•Directors, officers, general partners or employees of any company in a Control relationship with the Firm who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of Securities by any Investment Company Client, or whose functions relate to the making of any recommendations with respect to those purchases or sales.

•Any natural person who is in a Control relationship with the Firm and who obtains information concerning recommendations made to any Investment Company Client with regard to the purchase or sale of Securities by the Investment Company Client.

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An Automatic Investment Plan includes a dividend reinvestment plan.

“Beneficial Ownership” shall be interpreted in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934.

“Blue Chip Exemption”: Transactions by an Access Person involving Securities on the Restricted List are prohibited unless the following conditions are met:

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(1)the Firm (for all of its Investment Clients) does not have a total transaction volume greater than 1% of the Security’s 15 day average trading volume; and

(2)the issuer has a market capitalization greater than $2 billion; and

(3)the proposed transaction involves less that $50,000 of the issuer’s Securities; and

(4)the individual proposing the transaction verifies to the Chief Compliance Officer that conditions (1) and (2) have been met.

For purposes of this definition, “total transaction volume” means the total volume of shares purchased or sold by Investment Clients over the preceding seven days and all currently known transactions involving Investment Clients over the ensuring seven days.

“Blackout Exemption”: If approval for the proposed transaction is not granted because it does not meet the conditions of the Clue Chip exemption, approval may still be granted if:

(1)there has not been a transaction in the opposite direction of the proposed transaction by the Firm for an Investment Client within the previous 7 days; and

(2)there are no pending trades for the Security; and

(3)the Firm does not expect the Security to be purchased or sold for an Investment Client within the next 7 days in the same direction as the proposed transaction.

“Chief Compliance Officer” means the Firm’s chief compliance officer.

“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with the company. See Section 2(a)(9) under the Investment Company Act of 1940.

“Family Member” means any individual who is a member of an Supervised Person’s immediate family or other person, who lives in the Supervised Person’s household.

“Fund” means any series of Thornburg Investment Trust.

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

“Investment Client” means (1) any Investment Company or series thereof or any component of such series for which the Firm is an investment adviser or investment subadviser; or (2) any private accounts owned by any person for which the Firm is an investment adviser or investment sub-adviser.

“Investment Company” means a company registered as such under the Investment Company Act of 1940.

“Investment Company Client” means an Investment Company (or any series or portion thereof) as to which the Firm is an investment adviser or investment subadviser.

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“Limited Offering” means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505 or Rule 506 adopted thereunder.

“President” means the president of the Firm, or in his absence any vice president who is a managing director of the Firm.

“Purchase or sale of a security” includes the writing of an option to purchase or sell a Security.

“Registered Persons” means individuals registered with the NASD as representatives.

“Security” or “Securities” shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940, except that it shall not include direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, and shares in “money market” mutual funds.

“Supervised Person” includes Access Persons and Registered Persons and any director, managing director, officer (or other person occupying a similar status or performing functions similar to any of those persons) and employee, and any other person who provides advice on behalf of the Firm and who is subject to the Firm’s supervision and control.

“Trust” means Thornburg Investment Trust.

“TSC” means Thornburg Securities Corporation.

History: Initial policy adopted February 1, 2005.   Revised on March 21, 2005.

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THORNBURG INVESTMENT MANAGEMENT

CODE OF BUSINESS CONDUCT AND ETHICS

Policy Objectives

Honesty and integrity are hallmarks of Thornburg Investment Management, Inc. (the “Firm”).  The Firm has a fiduciary obligation to its Investment Clients, and the Firm seeks the highest standards of ethics and conduct in all of its business relationships.

This Code has been adopted by the Firm pursuant to paragraphs (a)(1), (2), (4) and (5) of Rule 204A-1 under the Investment Advisers Act of 1940 with the objectives of deterring wrongdoing and (1) providing standards of honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (2) promoting full, fair, accurate, timely and understandable disclosure in reports and documents which the Firm files with the Securities and Exchange Commission and in other public communications made by the Firm, (3) promoting compliance with applicable governmental laws, rules and regulations, (4) facilitating prompt internal reporting of violations of this Code, and (5) providing accountability for adherence to this Code.

This code and the separately adopted Policy on Personal Securities Transactions in accordance with paragraphs (a)(3) and (b) of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940 is intended to be the Investment Adviser’s code of ethics described in paragraph (a)(1), (2), (4) and (5) of Rule 204A-1 under the Investment Advisers Act of 1940.

All records and reports created or maintained pursuant to this Code are intended solely for the internal use of the Firm, are confidential, and in no event constitute an admission by any person as to any fact, circumstance or legal conclusion.

This Code is intended to coordinate with the Thornburg Investment Trust Code of Business Conduct and Ethics (September 10, 2003).  Where appropriate or necessary, specific sections of this Code include a coordinating provision referencing the appropriate section of the Thornburg Investment Trust Code of Business Conduct and Ethics.

Please see the Glossary of Terms for definitions of terms used in this Code.

Compliance with Laws, Rules and Regulations

The Firm expects its Supervised Persons to comply with all laws, rules and regulations applicable to its operation and business. Supervised Persons should seek guidance whenever they are in doubt as to the applicability of any law, rule or regulation regarding any contemplated course of action.  The Firm holds information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws.  Please consult the various guidelines and policies which the Firm has prepared in accordance with specific laws and regulations.  A

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good guideline, if in doubt on a course of action, is “Always ask first, act later – if you are unsure of what to do in any situation, seek guidance before you act.”

As a registered investment adviser, the Firm is subject to regulation by the Securities and Exchange Commission, and compliance with federal, state and local laws.  The Firm insists on strict compliance with the spirit and the letter of these laws and regulations.

Conflicts of Interest

Each Supervised Person should be scrupulous in avoiding any conflict of interest with regard to the Firm’s interest.  A “conflict of interest” occurs when an individual’s private interest interferes with the interests of the Firm or its Investment Clients.  A conflict situation can arise when a Supervised Person pursues interests that prevent the individual from performing his duties for the Firm or an Investment Client objectively and effectively.  Conflicts of interest also arise when a Supervised Person or member of the individual’s family receives undisclosed, improper benefits as a result of the individual’s positions with the Firm.  Any conflict of interest that arises in a specific situation or transaction must be disclosed by the individual and resolved before taking any action.

Matters involving a conflict of interest are prohibited as a matter of policy, except when approved by the Firm’s president or Chief Compliance Officer.  Conflicts of interest may not always be evident, and individuals should consult with higher levels of management or legal counsel if they are uncertain about any situation.  In no event, however, shall investment in any security made in accordance with the Firm’s Policy on Personal Securities Transactions (or comparable policy or code then in effect) be considered a conflict of interest with the Firm.

Comment:  This section relating to conflicts of interest is substantially similar to the comparable section in the Thornburg Investment Trust Code of Business Conduct and Ethics, but Supervised Persons should recognize that (i) the Trust’s Code of Business Conduct and Ethics governs conflicts with interest of the Trust, rather than the Firm and its Clients, and (ii) the procedures for reporting and resolving conflict under the Trust’s Code of Business Conduct and Ethics is different from the Procedure under this Code.  If an interest of the Supervised Person appears to conflict with an interest of the Trust and the Firm), the Supervised Person should make a disclosure and seek any approval under the Trust’s Code of Business Conduct and Ethics.

Corporate Opportunities

Supervised Persons shall not take for themselves personally opportunities that are discovered through the use of their position with the Firm, except with the approval of the Firm’s President or Chief Compliance Officer.  Supervised Persons of the Firm owe a duty to the Firm to advance its legitimate interests when the opportunity to do so arises.  In no event, however, shall investment in any security made in accordance with the Firm’s Policy on Personal Securities Transactions (or comparable policy or code then in effect) be considered a business opportunity of the Firm.

Comment:  This section relating to corporate opportunities is substantially the same as the comparable section on the Thornburg Investment Trust Code of Business Conduct and Ethics, but Supervised Persons should recognize that (i) the Trust’s Code of Business Conduct and Ethics governs opportunities of the Trust, rather than theFirm,and (ii) the procedures for reporting and obtaining an approval under the Trust’s Code of Business Conduct and Ethics is different from the procedure under this Code.  If an opportunity appears to relate both to the business of the Trust and the Firm, the Supervised Person should make disclosure and seek any approval under the Trust’s Code of Business Conduct and Ethics.

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Confidentiality

Supervised Persons shall exercise care in maintaining the confidentiality of any confidential information respecting the Firm or its Investment Clients, except when disclosure is authorized or legally mandated. Supervised Persons should consult with the Firm’s Chief Compliance Officer or legal counsel if they believe that have a legal obligation to disclose confidential information.  Confidential information includes nonpublic information of the Firm  that may be helpful to competitors, or otherwise harmful to the Firm, or its Investment Clients.  Confidential information also includes information respecting the portfolio holdings of Investment Clients (including particularly Investment Company Clients).  The obligation to preserve confidentiality of this information continues after association with the Firm ends.

Comment:  Attention is directed to the Internal Confidentiality and Privacy Protections Policy, which appears in the Firm’s Manual of Policies and Procedures, and which was adopted by the Firm to protect the nonpublic personal information of the Investment Clients of the Firm and the shareholders of Thornburg Investment Trust.  This section respecting confidentiality is substantially the same as the comparable section in the Thornburg Investment Trust Code of Business Conduct and Ethics, except that a specific reference is made to information respecting portfolio holdings of Investment Clients.

Fair Dealing

Supervised Persons should endeavor to deal fairly with Investment Clients, service providers and competitors, and shall not seek unfair advantage through improper concealment, abuse of improperly acquired confidential information, misrepresentation of material facts when the other party is known by the Supervised Persons to rely justifiably on the individual to disclose those facts truthfully, or improper and unfair dealing.

Business Gifts and Entertainment

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage.  No gift or entertainment should ever be offered, given, provided or accepted by any Supervised Person in connection with the Firm’s business unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe, payoff or kickback and (5) does not violate any laws or regulations.

Protection and Proper Use of Firm Assets

All Supervised Persons should endeavor to protect the assets of the Firm and its Investment Clients, and pursue their efficient investment in accordance with the Firm’s business purposes.  Any suspected incident of fraud or theft should be immediately reported for investigation as hereinafter described under the caption “Administration and Enforcement of the Code.”

The obligation of Supervised Persons to protect the assets of the Firm includes its proprietary information.  Proprietary information includes intellectual property such as trademarks and copyrights, as well as business, marketing and service plans, databases, records, salary information, unpublished financial data and reports.  Unauthorized use or distribution of this information violates this Code.

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Insider Trading

All Supervised Persons should pay particular attention to potential violations of insider trading laws.  Insider trading in both unethical and illegal and will be dealt with decisively if it occurs.  Associated Persons are expected to familiarize themselves with the Policy Statement on Insider Trading, adopted by the Firm.  If they have questions about these guidelines, they should consult with the Firm’s president, the Chief Compliance Officer, or the Firm’s legal counsel.

Comment:  Attention is directed to the Firm’s Policy Statement on Insider Trading, which appears in the Firm’s Manual of Policies and Procedures.

Administration and Enforcement of the Code

Certification

Each newly hired Supervised Person of the Firm will be provided a copy of the Code.  Each such individual must certify in writing within 30 days that they have received a copy of the Code, read and understand all provisions of the Code, and agree to comply with the applicable terms of the Code.  The Firm will provide its Supervised Persons with any amendments to the Code and will require all such individuals to certify in writing that that have received, read and understand the amendments.  Each year the Chief Compliance Officer will conduct an annual meeting with Supervised Persons to review the Code.  Supervised Persons will annually certify that they have read, understood and complied with the Code, that they have made all of the reports required by the Code and have not engaged in any prohibited conduct.

Reporting Violations

All Supervised Persons are required to promptly report any actual, apparent or suspected violations of the Code to the Chief Compliance Officer.  If the Chief Compliance Officer or another compliance officer is not available the individual should report the violation to their immediate supervisor who is then responsible for reporting it to the Chief Compliance Officer.  All reports will be treated confidentially to the extent permitted by law and investigated promptly.

Glossary

“Chief Compliance Officer” means, for purposes of this Code, the Firm’s chief compliance officer.

“Fund” means any series of Thornburg Investment Trust or any other Investment Company as to which the Firm is an investment adviser or sub-adviser.

“Investment Client” means any person with whom the Firm has a contract to perform discretionary investment management services, including any series of an Investment Company.

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“Investment Company” means a company registered as such under the Investment Company Act of 1940.

“Investment Company Client” means any Investment Company (or series thereof ) as to which the Firm is an investment adviser or investment sub-adviser.

“Policy on Personal Securities Transactions” means the Firm’s written policy of that name, as revised from time to time.  This Policy can be found in the Firm’s Manual of Policies and Procedures.

“Supervised Person” means any director, managing director, officer (or other person occupying a similar status or performing functions similar to any of those persons) and employees, and any other persons who provide advice on behalf of the Firm and who are subject to the Firm’s supervision and control.

“Trust” means Thornburg Investment Trust.

“TSC” means Thornburg Securities Corporation.

History:  Provisions previously appeared in Firm’s “Code of Business Conduct and Ethics and Policy on Personal Securities Transactions,” February 1, 2005; provisions were incorporated into this Code of Business Conduct and Ethics on March 21, 2005.

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EX-99.(P)(10)

Exhibit 99.(p)(10)

Vaughan Nelson Investment Management, L.P.

Vaughan Nelson Trust Company

Code of Ethics

(Amended as of December 31, 2004)

This is the Code of Ethics of Vaughan Nelson Investment Management, L.P. and Vaughan Nelson Trust Company (collectively, the “Firm”).

Things You Need to Know to Use This Code

1.Terms in boldface type have special meanings as used in this Code.  To understand the Code, you need to read the definitions of these terms.  The definitions are at the end of the Code.

2.The Firm considers all employees to be Access Persons under this Code.

There are three Reporting Forms that Access Persons have to fill out under this Code.  You can get copies of the Reporting Forms from the Chief Compliance Officer.

By SEC rule, all the members of the Firm’s board are Access Persons, even those who aren’t employees of the Firm.  So all board members are subject to both Part I and Part II of this Code.  But if you are a board member who is not an employee of the Firm, you do not have to comply with the trading restrictions and blackout provisions in Section B of Part II.

3.The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances.  However:

•The Firm expects that waivers will be granted only in rare instances, and

•Some provisions of the Code that are mandated by SEC rule cannot be waived.

4.The management of the Firm and its compliance personnel will review the terms and provisions of this Code at least annually and make amendments as necessary.  Any amendments to this Code will be provided to you.

5.You must acknowledge your receipt of this Code (and any amendment thereto) by returning the Form of Acknowledgement located at the back of the Code.

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PART I—Applies to All Personnel

A.General Principles—These Apply to All Personnel (including All Board Members)

The Firm is a fiduciary for its investment advisory and sub-advisory clients.  Fiduciaries owe their clients a duty of honesty, good faith and fair dealing.  As a fiduciary, an adviser must act at all times in the client’s best interests and must avoid or disclose conflicts of interest.  Because of this fiduciary relationship, it is generally improper for the Firm or its personnel to:

•use for their own benefit (or the benefit of anyone other than the client) information about the Firm’s trading or recommendations for client accounts; or

•take advantage of investment opportunities that would otherwise be available for the Firm’s clients.

As a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its personnel or others receive any improper benefit from information about client trading or accounts, from our positions, or from relationships with our clients or with the brokerage community.

All personnel are required to keep any nonpublic information about clients (including former clients) in strict confidence, including the client’s identity (unless the client consents), the client’s financial circumstances, the securities investments made by the Firm on behalf of a client, information about contemplated securities transactions, or information regarding the firm’s trading strategies, except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes..  Please refer also to the Firm’s Privacy Policies under Regulation S-P.

Finally, all personnel are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information about issuers and are also prohibited from communicating material, nonpublic information about issuers to others (other than for legitimate legal or business purposes such as informing the Chief Compliance Officer that

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they, or the firm, is in possession of such information).  Please refer to the Firm’s Insider Trading Policy for more detail.

The Firm expects all personnel to comply with the spirit of the Code, as well as the specific rules contained in the Code.  Any violations (not just of personal trading but of the overall requirements of this Code) must be reported promptly to the Chief Compliance Officer.

The Firm treats violations of this Code (including violations of the spirit of the Code) very seriously.  If you violate either the letter or the spirit of this Code, the Firm might impose penalties or fines, cut your compensation, demote you, require disgorgement of trading gains, suspend or terminate your employment, or any combination of the foregoing.

Improper trading activity can constitute a violation of this Code.  But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts.  Your conduct can violate this Code, even if no clients are harmed by your conduct.

If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer.  Don’t just guess at the answer.  Ignorance or lack of understanding is no excuse for a violation.

B.Compliance with the Federal Securities Laws

More generally, Firm personnel are required to comply with applicable federal securities laws at all times.  Examples of applicable federal securities laws include:

•the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the SEC rules thereunder;

•the Investment Advisers Act of 1940 and the SEC rules thereunder;

•the Investment Company Act of 1940 and the SEC rules thereunder;

•title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of client non-public information);and

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•the Bank Secrecy Act, as it applies to mutual funds and investment advisers, and the SEC and Department of the Treasury rules thereunder.

All firm personnel are reminded that under these laws, all oral and written statements, including those made to clients, prospective clients, or their representatives must be professional, accurate, balanced, and not misleading in any way.

C.Gifts to or from Brokers, Clients or Others—This Applies to All Personnel (including All Board Members)

No personnel may accept or receive on their own behalf or on behalf of the Firm any gift or other accommodations from a vendor, broker, securities salesman, client or prospective client (a “business contact”) that might create a conflict of interest or interfere with the impartial discharge of such personnel’s responsibilities to the Firm or its clients or place the recipient or the Firm in a difficult or embarrassing position.  This prohibition applies equally to gifts to members of the Family/Household of firm personnel.

No personnel may give on their own behalf or on behalf of the Firm any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.

In no event should gifts to or from any one business contact have a value that exceeds the annual limitation on the dollar value of gifts established by the NASD from time to time (currently $100).

These policies are not intended to prohibit normal business entertainment (e.g. dinner, sporting event tickets, etc. all of a reasonable value).  Any questions as to whether a particular gift or entertainment activity constitutes normal business entertainment should be directed to the Chief Compliance Officer.

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D.Service on the Board or as an Officer of Another Company—This Applies to All Personnel, Except Members of the Firm’s Board Who Are Not Employees of the Firm

To avoid conflicts of interest, insider information and other compliance and business issues, the Firm prohibits all its employees from serving as officers or members of the board of any other for-profit entity, except with the advance written approval of the Firm.  Approval must be obtained through the Chief Compliance Officer, and will ordinarily require consideration by the President or the board of the Firm.  The Firm can deny approval for any reason.  This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm, nor does it apply to members of the Firm’s board who are not employees of the Firm.

PART II—Applies to Access Persons

A.Reporting Requirements—These Apply to All Access Persons (including All Members of the Firm’s Board) 

NOTE:  One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions.  For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you.  To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Reportable Funds, Family/Household and Beneficial Ownership in the “Definitions” section at the end of this Code.

ALSO:  You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports.  Absent extenuating circumstances, only those involved with the internal review of personal transactions (i.e., the Chief Compliance Officer, those assisting the Chief Compliance Officer and the President) will have access to submitted reports.  The reports are also required to be made available for certain other purposes, such as SEC inspections.

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1.Initial Holdings Reports.No later than 10 days after you become an Access Person, you must file with the Chief Compliance Officer a Holdings Report on Form A (copies of all reporting forms are available from the Chief Compliance Officer).

Form A requires you to list all Covered Securities in which you (or members of your Family/Household) have Beneficial Ownership.  It also requires you to list all brokers, dealers and banks where you maintain an account in which any securities (not just Covered Securities) are held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person.  The information contained in the report must be current as of a date no more than 45 days prior to the date you became an Access Person.

Form A also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person under the Code.

2.Quarterly Transaction Reports.No later than 30 days after the end of March, June, September and December each year, you must file with the Chief Compliance Officer a Quarterly Transactions Report on Form B.

Form B requires you to list all transactions during the most recent calendar quarter in Covered Securities, in which transactions you (or a member of your Family/Household) had Beneficial Ownership.  It also requires you to list all brokers, dealers, investment managers and banks where you or a member of your Family/Household established, or closed an account in which any securities (not just Covered Securities) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.

3.Annual Holdings Reports.By January 31st of each year, you must file with the Chief Compliance Officer an Annual HoldingsReport on Form C.

Form C requires you to list all Covered Securities in which you (or a member of your Family/Household) had Beneficial Ownership as of

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December 31^st of the prior year.  It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.

Form C also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person under the Code.

4.Duplicate Confirmations and Periodic Statements.

If you or any member of your Family/Household has a securities account that holds or will hold Covered Securities with any broker, dealer, investment manager or bank, you or your Family/Household member must direct that broker, dealer, investment manager or bank to send, directly to the Firm’s Chief Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account.

B.Transaction Restrictions—These Apply to All Access Persons, Except Members of the Firm’s Board Who Are Not Employees of the Firm

1.Preclearance.   You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, written preclearance for that transaction from the Chief Compliance Officer or others as approved by the Chief Compliance Officer.  FORM D – Personal Trade Sheet should be used for preclearance.

Once obtained, preclearance is valid only for the day on which it is granted and the following one (1) business day.  The Chief Compliance Officer may revoke a preclearance any time after it is granted and before you execute the transaction.  The Chief Compliance Officer may deny or revoke preclearance for any reason.  In no event will preclearance be granted for any Covered Security if, to the knowledge of the Chief Compliance

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Officer, the Firm has purchased or sold that same security or a closely related security that day OR the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).

The preclearance requirements do not apply to the following categories of transactions:

•Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

•Exchange Traded Funds (ETFs) based upon a broad-based securities index.

•Shares of registered open-end investment companies other than shares of a Reportable Fund.

•NOTE:  It is the employee’s responsibility to determine whether or not a particular fund is a Reportable Fund or not.  Ignorance, error or oversight is no excuse.  Err on the side of caution; check the current Reportable Fund listing or confer with the Chief Compliance Officer.

•Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

•Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household, as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the account’s investment process.

•Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

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•Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.

•Transactions in securities of collective investment vehicles (other than Reportable Funds) for which the Firm serves as the investment adviser (for example, the purchase or redemption by you of an interest in a Firm-managed hedge fund would not be subject to pre-clearance).

•Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to pre-clearance, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security).

NOTE:     The following are not Covered Securities, and so are also not subject to the preclearance requirements: direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of registered open-end investment companies that are not Reportable Funds.

2.Initial Public Offerings and Private Placements.   Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any Covered Security in an initial public offering.  In addition, neither you nor any member of your Family/Household may acquire Beneficial Ownership in any Covered Security in a private placement, except with the specific, advance written approval of the Chief Compliance Officer, which the Chief Compliance Officer may deny for any reason.

3.             Prohibition on Short-Term Trading in Reportable Funds.  Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, shares of any Reportable Fund within any period of 30 calendar days for a profit.  This prohibition applies to shares of

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Reportable Funds held in 401(k) plan accounts, as well as in other accounts in which you or a member of your Family/Household has Beneficial Ownership.  Note that an exchange of shares counts as a sale of shares for purposes of this prohibition.

This prohibition does not apply to the following categories of transactions:

•      Transactions under automatic investment or withdrawal plans, including automatic 401(k) plan investments, and transactions under a Reportable Fund’s dividend reinvestment plan.

•      For example, if you have established an automatic investment plan under which regular monthly investments are automatically made in a Reportable Fund, that investment will not be considered to begin or end a 30-day holding period.

•      Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

Note that, in applying the prohibition on short-term trading in Reportable Funds, the Firm may take account of all purchase and sale transactions in a Reportable Fund, even if the transactions were made in different accounts.  For example, a purchase of shares of a Reportable Fund in a brokerage account, followed within 30 days by an exchange out of the same Reportable Fund in your 401(k) account, will be treated as a violation.

In applying the 30-day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question.  (That is, a last-in, first-out analysis will apply.)  Also, if fewer than 30 days have elapsed since a purchase (or sale), no shares of that Reportable Fund may be sold (or purchased).  That is, a violation will be deemed to have occurred even if the number of shares or the dollar value of the second trade was different from the number of shares or dollar value of the first trade.

3.Prohibition on Short-Term Trading of Covered Securities Other Than Reportable Funds.  Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, a Covered Security (or any closely related security, such as an option or a related

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convertible or exchangeable security) within any period of 60 calendar days for a profit.  If any such transactions occur, the Firm will require any profits from the transactions to be disgorged for donation by the Firm to charity.  This prohibition on short-term trading does not apply to:

•Transactions in securities of collective investment vehicles for which the Firm serves as an investment adviser, other than registered investment companies.  Note that Section 3 above contains separate prohibitions on short-term trading in Reportable Funds.

•Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to this prohibition, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security).

•Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

•Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

•Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities and received by you (or Family/Household member) from the issuer.

•Transactions in common or preferred stocks of a class that is publicly-traded, has a 10 day average daily trading volume greater than 250,000 shares (as indicated by Reuters or an equivalent source) and is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency)

•Transactions effected through an unaffiliated managed account where the Access Person (or member of his or her Family/Household, as the case may be) has not initiated the investment transaction, has not

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been consulted regarding specific investment recommendations or decisions, and is not otherwise participating in the investment process.

5.7-Day Blackout Period—This Applies to All Access Persons.  No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the three business days immediately before or after a business day on which any client account managed by the Firm purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security), unless the Access Person had no actual knowledge that the Covered Security (or any closely related security)was being considered for purchase or sale for any client account.  If any such transactions occur, the Firm will generally require any profits from the transactions to be disgorged for donation by the Firm to charity.  Note that the total blackout period is 7 business days (the day of the client trade, plus three business days before and three business days after).

NOTE:It sometimes happens that an Access Person who is responsible for making investment recommendations or decisions for client accounts (such as a portfolio manager or analyst) determines—within the three business days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person’s knowledge, then under consideration for purchase by any client account—that it would be desirable for client accounts as to which the Access Person is responsible for making investment recommendations or decisions to purchase or sell the same Covered Security (or a closely related security).  In this situation, the Access Person MUST put the clients’ interests first, and promptly make the investment recommendation or decision in the clients’ interest, rather than delaying the recommendation or decision for clients until after the third day following the day of the transaction for the Access Person’s (or Family/Household member’s) own account to avoid conflict with the blackout provisions of this Code.  The Firm recognizes that this situation may occur in entire good faith, and will not require disgorgement of profits in such instances if it appears that the Access Person acted in good faith and in the best interests of the Firm’s clients.

The blackout requirements do not apply to the following categories of transactions:

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•Transactions in common or preferred stocks of a class that is publicly-traded, has a 10 day average daily trading volume greater than 250,000 shares (as indicated by Reuters or an equivalent source) AND is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency).

•Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

•Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

•Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household, as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the account’s investment process.

•Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

•Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.

•Transactions in securities of collective investment vehicles (other than Reportable Funds) for which the Firm serves as the investment adviser.

•Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which the Investment Person may be deemed to have Beneficial Ownership

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Definitions

These terms have special meanings in this Code of Ethics:

Access Person

Beneficial Ownership

Chief Compliance Officer

Covered Security

Family/Household

Reportable Fund

The special meanings of these terms as used in this Code of Ethics are explained below.  Some of these terms (such as “beneficial ownership”) are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings.  For example, “beneficial ownership” has a different meaning in this Code of Ethics than it does in the SEC’s rules for proxy statement disclosure of corporate directors’ and officers’ stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.

IMPORTANT:  If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer.  Don’t just guess at the answer.

Access Personincludes:

Every member of the board of the Firm’s general partner, Vaughan Nelson Investment Management, Inc., even those board members that are not employees of the Firm

Every employee of the Firm

Every employee of the Firm (or of any company that directly or indirectly has a 25% or greater interest in the Firm) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Covered Security for any client account, or whose

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functions relate to the making of any recommendations with respect to purchases and sales.

Beneficial ownershipmeans any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities.  It also includes transactions over which you exercise investment discretion (other than for a client of the Firm), even if you don’t share in the profits.

Beneficial Ownership is a very broad concept.  Some examples of forms of Beneficial Ownership include:

Securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial or “street name” accounts.

Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or “street name” account).

Securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a “blind trust” or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account.  (Just putting securities into a discretionary account is not enough to remove them from a person’s Beneficial Ownership.  This is because, unless the arrangement is a “blind trust,” the owner of the account can still communicate with the manager about the account and potentially influence the manager’s investment decisions.)

Securities in a person’s individual retirement account.

Securities in a person’s account in a 401(k) or similar retirement plan, even if the person has chosen to give  someone else investment discretion over the account.

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Securities owned by a trust of which the person is either a trustee or a beneficiary.

Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or “street name” account).

This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code.  You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.

Chief Compliance Officermeans Richard Faig, or another person that he or she designates to perform the functions of Chief Compliance Officer when he or she is not available.  For purposes of reviewing the Chief Compliance Officer’s own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by the individual designated to perform such functions by the Chief Compliance Officer.

Covered Securitymeans anything that is considered a “security” under the Investment Company Act of 1940, or the Investment Advisers Act of 1940, except:

Direct obligations of the U.S. Government. (Note:  This includes only securities supported by the full faith and credit of the U.S. Government, such as U.S. Treasury bonds, and does not include securities issued or guaranteed by federal agencies or government-sponsored enterprises that are not supported by the full faith and credit of the U.S. Government. )

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.

Shares of money market funds

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Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds) other than Reportable Funds.  Please refer to current listing of Reportable Funds.

This is a very broad definition of security.  It includes most kinds of investment instruments, including things that you might not ordinarily think of as “securities,” such as:

options on securities, on indexes and on currencies.

investments in all kinds of limited partnerships.

investments in foreign unit trusts and foreign mutual funds.

investments in private investment funds, hedge funds (e.g., a fund managed by the Firm) and investment clubs.

If you have any question or doubt about whether an investment is considered a security or a Covered Security under this Code, ask the Chief Compliance Officer.

Members of your Family/Household include:

Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

Your children under the age of 18.

Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support).

Any of these people who live in your household:  your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

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Comment—There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership.  First, the SEC regards any benefit to a person that you help support financially  as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person’s support.  Second, members of your household could, in some circumstances, learn of information regarding the Firm’s trading or recommendations for client accounts, and must not be allowed to benefit from that information.

Reportable Fund means any investment companies (other than money market funds) that are registered under the Investment Company Act for which the Firm serves as an investment adviser or whose investment adviser or principal underwriter controls the Firm, is controlled by the Firm, or is under common control with the Firm.  A Reportable Fund includes registered investment companies that are sub-advised by the Firm or any of the firm’s affiliates.  See most current listing of Reportable Funds maintained by the Chief Compliance Officer.

Comment Regarding Reportable Funds

Reportable Funds are mutual funds for which the Firm or one of its affiliated companies serves as an investment adviser, sub-adviser or principal underwriter. Reportable Funds are included within the definition of Covered Securities. Purchases or sales of shares of Reportable Funds by Firm personnel and members of their Family/Household are subject to special scrutiny, because of the fiduciary duty that our Firm or its affiliates owe to the mutual funds which they advise, sub-advise or distribute.  For personnel of a firm like ours that is part of a large organization where there are a number of firms under common control that advise, sub-advise or distribute mutual funds, the universe of Reportable Funds is large.  The Chief Compliance Officer maintains a list of the mutual funds that are classified as Reportable Funds.

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Acknowledgment

I have received the Code of Ethics (the “Code”) of Vaughan Nelson Investment Management, L.P. / Vaughan Nelson Trust Company (together the “Firm”) and have read and understand the sections applicable to my position with the Firm.  In addition, I have been trained with respect to such sections.

I understand that I am responsible for, and I certify that I have, to date, complied with and will continue to comply with, the policies and procedures in the Code.  I understand that any violation of such policies and procedures may lead to sanctions, including dismissal.

Signature	Date
Printed Name

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EX-99.(P)(11)

Exhibit 99.(p)(11)

JENNISONDRYDEN AND

STRATEGIC PARTNERS MUTUAL FUND COMPLEX

(the Fund)

Code of Ethics Adopted Pursuant to Rule 17j-1

Under the Investment Company Act of 1940

(the Code)

1.Purposes

The Code has been adopted by the Board of Directors/Trustees of the Fund, in accordance with Rule 17j-1(c) under the Investment Company Act of 1940 (the Act) and in accordance with the following general principles:

(1) The duty at all times to place the interests of investment company shareholders first.

Investment company personnel should scrupulously avoid serving their own personal interests ahead of shareholders’ interests in any decision relating to their personal investments.

(2) The requirement that all personal securities transactions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility.

Investment company personnel must not only seek to achieve technical compliance with the Code but should strive to abide by its spirit and the principles articulated herein.

(3) The fundamental standard that investment company personnel should not take inappropriate advantage of their positions.

Investment company personnel must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders, including, but not limited to the receipt of unusual investment opportunities, perquisites, or gifts of more than a de minimis value from persons doing or seeking business with the Fund.

Rule 17j-1 under the Act generally proscribes fraudulent or manipulative practices with respect to a purchase or sale of a security held or to be acquired (as such term is defined in Section 2) by an investment company, if effected by an associated person of such company.

The purpose of the Code is to establish procedures consistent with the Act and Rule 17j-1 to give effect to the following general prohibitions as set forth in Rule 17j-1(b) as follows:

(a)It shall be unlawful for any affiliated person of or Principal Underwriter for a registered investment company, or any affiliated person of an investment adviser of or principal underwriter for a registered investment company in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired, by such registered investment company:

(1)To employ any device, scheme or artifice to defraud such registered investment company;

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

(3)To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such registered investment company; or

(4)To engage in any manipulative practice with respect to such registered investment company.

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2.Definitions

(a)“Access Person” means any director/trustee, officer, general partner or Advisory Person (including any Investment Personnel, as that term is defined herein) of the Fund, the Manager, the Adviser/ Subadviser, or the Principal Underwriter.

(b)“Adviser/Subadviser” means the Adviser or a Subadviser, if any, of the Fund or both as the context may require.

(c)“Advisory Person” means (i) any employee of the Fund, Manager or Adviser/Subadviser (or of any company in a control relationship to the Fund, Manager or Adviser/Subadviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains current or pending information regarding the purchase or sale of a security by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a security.

(d)“Beneficial Ownership” will be interpreted in the same manner as it would be under Securities Exchange Act Rule 16a-1(a)(2) in determining which security holdings of a person are subject to the reporting and short-swing profit provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership will apply to all securities which an Access Person has or acquires (Exhibit A).

(e)  “Complex” means the group of registered investment companies for which Prudential Investments LLC serves as Manager; provided, however, that with respect to Access Persons of the Manager or Subadviser (including any unit or subdivision thereof), “Complex” means the group of registered investment companies in the Complex advised by such Subadviser or unit or subdivision thereof or to which an Access Person is deemed to have access.  A list of such registered investment companies will be maintained by the Compliance Officer.

(f)“Compliance Officer” means the person or persons (including his or her designees) designated by the Manager, the Adviser/Subadviser, or Principal Underwriter, respectively, as having responsibility for compliance with the requirements of the Code.

(g)“Control” will have the same meaning as that set forth in

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Section 2(a)(9) of the Act.

(h)“Disinterested Director/Trustee” means a Director/Trustee of the Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Act.

An interested Director/Trustee who would not otherwise be deemed to be an Access Person, shall be treated as a Disinterested Director/Trustee for purposes of compliance with the provisions of the Code.

(i)“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

(j)“Investment Personnel” means: (a) Portfolio Managers and other Advisory Persons who provide investment information and/or advice to the Portfolio Manager(s) and/or help execute the Portfolio Manager’s(s’) investment decisions, including securities analysts and traders; (b) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a security; and (c) certain other individuals as designated by the Compliance Officer.

(k)“Manager” means Prudential Investments LLC.

(l)“Mutual Fund Code of Ethics/Personal Securities Trading Committee” or “Committee” means a specified group of Business Unit, Compliance, and Human Resources executives responsible for interpreting and administering the Code, including but not limited to, reviewing violations of the Code and determining any sanctions or other disciplinary actions that may be deemed appropriate.  In addition, the Committee may waive and or modify violations and sanctions or other disciplinary actions at its discretion when deemed appropriate by the Committee.  The Committee will review such violations in consultation with legal counsel.  A list of such Committee members shall be maintained by the Compliance Officer.

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

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

(o)“Private placement” means a limited offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506 under such Securities Act.

(p)“Profits” means any total or partial gain realized from a securities transaction or group of transactions as defined by the Mutual Fund Code of Ethics/Personal Securities Trading Committee (“Committee”).

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

(r)“Security” will have the meaning set forth in Section 2(a)(36) of the Act, except that it will not include shares of Non-proprietary Registered Open-end Investment Companies, money market registered open-end investment companies, direct obligations of the Government of the United States, short-term debt securities which are “government securities” within the meaning of Section 2(a)(16) of the Act, bankers’ acceptances, bank certificates of deposit, commercial paper and such other money market instruments as are designated by the Compliance Officer.  For purposes of the Code, an “equivalent Security” is one that has a substantial economic relationship to another Security.  This would include, among other things, (1) a Security that is exchangeable for or convertible into another Security, (2) with respect to an equity Security, a Security having the same issuer (including a private issue by the same issuer) and any derivative, option or warrant relating to that Security and (3) with respect to a fixed-income Security, a Security having the same issuer, maturity, coupon and rating.

(s) “Security held or to be acquired” means any Security or any equivalent Security which, within the most recent 15 days:  (1) is or has been held by the Fund; or (2) is being considered by the Fund or its investment adviser for purchase by the Fund.

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

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3.Applicability

The Code applies to all Access Persons, except that Access Persons covered by more than one Code of Ethics meeting the requirements of Rule 17j-1 may be governed by the provisions of such other Code of Ethics and report all transactions pursuant to the terms of such other Code of Ethics provided that such Code was reviewed and approved by the Board of Directors/Trustees of the Fund. The Compliance Officer shall ensure that each Access Person subject to this Code receives a copy of the Code.  The Compliance Officer will maintain a list of all Access Persons who are currently, and within the past five years, subject to the Code.

4.Prohibited Purchases and Sales

The prohibitions described below will only apply to a transaction in a security in which the designated Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership.

A.Mutual Funds

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

B.Initial Public Offerings

No Investment Personnel may acquire any Securities in an initial public offering.  For purposes of this restriction, “Initial Public Offerings” shall not include offerings of government and municipal securities.

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C.Private Placements

No Investment Personnel may acquire any Securities in a private placement without prior approval.

(i)Prior approval must be obtained in accordance with the preclearance procedure described in Section 6 below.  Such approval will take into account, among other factors, whether the investment opportunity should be reserved for the Fund and its shareholders and whether the opportunity is being offered to the Investment Personnel by virtue of his or her position with the Fund.  The Adviser/Subadviser shall maintain a record of such prior approval and reason for same, for at least 5 years after the end of the fiscal year in which the approval is granted.

(ii)Investment Personnel who have been authorized to acquire Securities in a private placement must disclose that investment to the chief investment officer (including his or her designee) of the Adviser/Subadviser (or of any unit or subdivision thereof) or the Compliance Officer when they play a part in any subsequent consideration of an investment by the Fund in the issuer.  In such circumstances, the Fund’s decision to purchase Securities of the issuer will be subject to an independent review by appropriate personnel with no personal interest in the issuer.

D.Blackout Periods

(i)  Except as provided in Section 5 below, Access Persons are prohibited from executing a Securities transaction on a day during which any investment

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company in the Complex has a pending “buy” or “sell” order in the same or an equivalent Security and until such time as that order is executed or withdrawn; provided, however, that this prohibition shall not apply to Disinterested Directors/Trustees except if they have actual knowledge of trading by any fund in the Complex.

This prohibition shall also not apply to Access Persons of the Manager, Principal Underwriter, and Adviser/Subadviser who do not, in the ordinary course of fulfilling his or her official duties, have access to current or pending information regarding the purchase and sale of Securities for the Fund and are not engaged in the day-to-day trading operations of the Fund; provided that Securities investments effected by such Access Persons during the proscribed period are not effected with knowledge of the purchase or sale of the same or equivalent Securities by any fund in the Complex.

A “pending ‘buy’ or ‘sell’ order” exists when a decision to purchase or sell a Security has been made and communicated.  However, this prohibition shall not apply to a “pending ‘buy ‘or ‘sell’ order” in the same or an equivalent security in a broad based index fund.(2)

(ii) Portfolio Managers are prohibited from buying or selling a Security within seven calendar days before or after a Fund in the same Complex trades in the same or an equivalent Security.  Nevertheless, a personal trade by any Investment Personnel shall not prevent a Fund in the same Complex from trading in the same or an equivalent security.  However, such a transaction shall

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be subject to independent review by the Compliance Officer.  This prohibition shall not apply to purchases and sales executed in a broad based index fund.

(iii) If trades are effected during the periods proscribed in (i) or (ii) above, except as provided in (iv) below with respect to (i) above, Profits realized on such trades will be promptly required to be disgorged to the Fund or a charitable organization approved by the Committee. 

(iv) A transaction by Access Persons (other than Investment Personnel) inadvertently effected during the period proscribed in (i) above will not be considered a violation of the Code and disgorgement will not be required so long as the transaction was effected in accordance with the preclearance procedures described in Section 6 below and without prior knowledge of trading by any Fund in the Complex in the same or an equivalent Security.

E.Short-Term Trading Profits

Except as provided in Section 5 below, Investment Personnel are prohibited from profiting from a purchase and sale, or sale and purchase, of the same or an equivalent Security within any 60 calendar day period.  For purposes of this prohibition, Security shall exclude Proprietary Funds.  If trades are effected during the proscribed period, Profits realized on such trades will be promptly required to be disgorged to the Fund or a charitable organization approved by the Committee.

F.Short Sales

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

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

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

G.Options

No Access Person may write a naked call option or buy a naked put option on a security owned by any Fund in the Complex.  Access Persons may purchase options on securities not held by any Fund in the Complex, or purchase call options or write put options on securities owned by any Fund in the Complex, subject to preclearance and the same restrictions applicable to other Securities.  Access Persons may write covered call options or buy covered put options on a Security owned by any Fund in the Complex at the discretion of the Compliance Officer.  This prohibition does not apply to Disinterested Directors/Trustees.

H.Investment Clubs

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

5.Exempted Transactions

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

(a)Purchases or sales of Securities effected in any account over which the Access Person has no direct or indirect influence or control or in any account of the Access Person which is managed on a discretionary basis by a person other than such Access Person and with respect to which such Access Person does not in fact influence or control such transactions.

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(b)Purchases or sales of Securities (or their equivalents) which are not eligible for purchase or sale by any fund in the Complex.

(c)Purchases or sales of Securities which are non-volitional on the part of either the Access Person or any fund in the Complex.

(d)Purchases of Securities, which are part of an automatic dividend reinvestment plan.

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

(f)Any equity Securities transaction, or series of related transactions effected over a 30 calendar day period, involving 500 shares or less in the aggregate, if (i) the Access Person has no prior knowledge of activity in such security by any fund in the Complex and (ii) the issuer is listed on The New York Stock Exchange or has a market capitalization (outstanding shares multiplied by the current price per share) greater than $1 billion (or a corresponding market capitalization in foreign markets).

(g)Any fixed-income Securities transaction, or series of related transactions effected over a 30 calendar day period, involving 100 units ($100,000 principal amount) or less in the aggregate, if the Access Person has no prior knowledge of transactions in such Securities by any fund in the Complex.

(h)Any transaction in index options effected on a broad-based index.(3)

(i)Purchases or sales of Securities which receive the prior approval of the Compliance Officer (such person having no personal interest in such purchases or sales), based on a determination that no abuse is involved and that such purchases and sales are not likely to have any economic impact on any fund in the Complex or on its ability to purchase or sell Securities of the same class or other Securities of the same issuer.  With respect to the requirements of Section 4.A. above, the Compliance Officer may approve certain hardship or other exceptions.

(j)Purchases or sales of Unit Investment Trusts.

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

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

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

6.Preclearance

Access Persons (other than Disinterested Directors/Trustees) must preclear all personal Securities investments with the exception of those identified in subparts (a), (c), (d), (h) and (j) of Section 5 and Section 4.A. above.

All requests for preclearance must be submitted to the Compliance Officer for approval.  All approved orders must be executed by the close of business on the day in which preclearance is granted; provided, however that approved orders for Securities traded in foreign markets may be executed within two (2) business days from the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted.

7.Reporting

(a)Disinterested Directors/Trustees shall report to the Secretary of the Fund the information described in Section 7(b) hereof with respect to transactions in any Security in which such Disinterested Director/Trustee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Security only if such Disinterested Director/Trustee, at the time of that transaction knew or, in the ordinary course of fulfilling his or her official duties as a Director/Trustee of the Fund, should have known that, during the 15-day period immediately preceding or subsequent to the date of the transaction in a Security by such Director/Trustee, such Security is or was purchased or sold by the Fund or was being considered for purchase or sale by the Fund, the Manager or Adviser/Subadviser; provided, however, that a Disinterested

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Director/Trustee is not required to make a report with respect to transactions effected in any account over which such Director/Trustee does not have any direct or indirect influence or control or in any account of the Disinterested Director/Trustee which is managed on a discretionary basis by a person other than such Director/Trustee and with respect to which such Director/Trustee does not in fact influence or control such transactions.  The Secretary of the Fund shall maintain such reports and such other records to the extent required by Rule 17j-1 under the Act.

(b)Every report required by Section 7(a) hereof shall be made not later than ten days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i)The date of the transaction, the title and the number of shares, and the principal amount of each Security involved;

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

(iii)The price at which the transaction was effected;

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

(v)The date that the report is submitted.

(c)Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

8.Records of Securities Transactions and Post-Trade Review

Access Persons (other than Disinterested Directors/Trustees) are required to direct their brokers to supply, on a timely basis, duplicate copies of confirmations of all

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personal Securities transactions and copies of periodic statements for all Securities accounts in which such Access Persons have a Beneficial Ownership interest to the Compliance Officer.  Such instructions must be made upon becoming an Access Person and promptly as new accounts are established, but no later than ten days after the end of a calendar quarter, with respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect beneficial interest of the Access Person. Notification must be made in writing and a copy of the notification must be submitted to Compliance.  This notification will include the broker, dealer or bank with which the account was established and the date the account was established.

Compliance with this Code requirement will be deemed to satisfy the reporting requirements imposed on Access Persons under Rule 17j-1(d), provided, however, that such confirmations and statements contain all the information required by Section 7. b. hereof and are furnished within the time period required by such section.

The Compliance Officer will periodically review the personal investment activity of all Access Persons (including Disinterested Directors/Trustees with respect to Securities transactions reported pursuant to Section 7 above) and holdings reports of all Access Persons.

9.Disclosure of Personal Holdings

Within ten days after an individual first becomes an Access Person and thereafter on an annual basis, each Access Person (other than Disinterested Directors/Trustees) must disclose all personal Securities holdings.  Such disclosure must be made in writing and be current as of a date no more than 45 days prior to the

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date the individual first became an Access Person with respect to the initial report and include information that is current within the previous 45 days, with respect to the annual report.  All such reports shall include the following:  title, number of shares and principal amount of each security held, name of broker, dealer or bank with whom these securities are held and the date of submission by the Access Person.

10.Gifts

Access Persons are prohibited from receiving any gift or other thing, which would be considered excessive in value from any person or entity that does business with or on behalf of the Fund.  Occasional business meals or entertainment (theatrical or sporting events, etc.) are permitted so long as they are not excessive in number or cost.

11.Service As a Director

Investment Personnel are prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization based upon a determination that the board service would be consistent with the interests of the Fund and its shareholders.  In the limited instances that such board service is authorized, Investment Personnel will be isolated from those making investment decisions affecting transactions in Securities issued by any publicly traded company on whose board such Investment Personnel serves as a director through the use of “Chinese Wall” or other procedures designed to address the potential conflicts of interest.

12.Certification of Compliance with the Code

Access Persons are required to certify annually as follows:

(i)that they have read and understood the Code;

(ii)that they recognize that they are subject to the Code;

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(iii)that they have complied with the requirements of the Code; and

(iv)that they have disclosed or reported all personal Securities transactions required to be disclosed or reported pursuant to the requirements of the Code.

13.Code Violations and Sanctions

All violations of the Code will be reviewed by the Committee.  The Committee will determine any sanctions or other disciplinary actions that may be deemed appropriate.  All material violations and corresponding sanctions and/or disciplinary action will be reported to the Board of Directors/Trustees of the Fund on a quarterly basis.  The Board of Directors/Trustees may take action as it deems appropriate, in addition to any action previously taken by the Committee.

14.Review by the Board of Directors/Trustees

The Board of Directors/Trustees will be provided with an annual report which at a minimum:

(i) certifies to the Board that the Fund, Manager, Investment Adviser/Subadviser, and Principal Underwriter have adopted procedures reasonably necessary to prevent its Access persons from violating its Code.

(ii) summarizes existing procedures concerning personal investing and any changes in the procedures made during the preceding year;

(iii) identifies material Code or procedural violations and sanctions imposed in response to those material violations; and

(iv) identifies any recommended changes in existing restrictions or procedures based upon the Fund’s experience under the Code, evolving industry practices, or

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developments in applicable laws and regulations.

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

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Explanatory Notes to Code

1.No comparable Code requirements have been imposed upon Prudential Mutual Fund Services LLC, the Fund’s transfer agent, or those of its directors or officers who are not Directors/Trustees or Officers of the Fund since they are deemed not to constitute Access Persons or Advisory Persons as defined in paragraphs (e)(1) and (2) of Rule 17j-1.

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Exhibit A

Definition of Beneficial Ownership

The term “beneficial ownership” of securities would include not only ownership of securities held by an access person for his or her own benefit, whether in bearer form or registered in his or her own name or otherwise, but also ownership of securities held for his or her benefit by other (regardless of whether or how they are registered) such as custodians, brokers, executors, administrators, or trustees (including trusts in which he or she has only a remainder interest), and securities held for his or her account by pledges, securities owned by a partnership in which he or she should regard as a personal holding corporation.  Correspondingly, this term would exclude securities held by an access person for the benefit of someone else.

Ordinarily, this term would not include securities held by executors or administrators in estates in which an access person is a legatee or beneficiary unless there is a specific legacy to such person of such securities or such person is the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such legacy, or the securities are held in the estate more than a year after the decedent’s death.

Securities held in the name of another should be considered as “beneficially” owned by an access person where such person enjoys “benefits substantially equivalent to ownership”.  The SEC has said that although the final determination of beneficial ownership is a question to be determined in the light of the facts of the particular case, generally a person is regarded as the beneficial owner of securities held in the name of his or her spouse and their minor children.  Absent special circumstances such relationship ordinarily results in such person obtaining benefits substantially equivalent to ownership, e.g., application of the income derived from such securities to maintain a common home, to meet expenses which such person otherwise would meet from other sources, or the ability to exercise a controlling influence over the purchase, sale or voting of such securities.

An access person also may be regarded as the beneficial owner of securities held in the name of another person, if by reason of any contact, understanding, relationship, agreement or other arrangement, he obtains therefrom benefits substantially equivalent to those of ownership.  Moreover, the fact that the holder is a relative or relative of a spouse and sharing the same home as an access person may in itself indicate that the access person would obtain benefits substantially equivalent to those of ownership from securities held in the name of such relative.  Thus, absent countervailing facts, it is expected that securities held by relatives who share the same home as an access person will be treated as being beneficially owned by the access person.

An access person also is regarded as the beneficial owner of securities held in the name of a spouse, minor children or other person, even though he does not obtain therefrom the aforementioned benefits of ownership, if he can vest or revest title in himself at once or at some future time.

EX-99.(P)(12)

Exhibit 99.(p)(12)

Personal Securities

Trading Policy

INTRODUCTION

As a leader in the financial services industry, Prudential Financial, Inc. (“Prudential” or “Company”) aspires to the highest standards of business conduct.  Consistent with this standard, Prudential has developed a Personal Securities Trading Policy (“Policy”) incorporating policies and procedures followed by leading financial service firms.  This Policy is designed to ensure Prudential and its associates comply with various securities laws and regulations including the Insider Trading and Securities Fraud Enforcement Act of 1988 (“ITSFEA”) and the National Association of Securities Dealers (“NASD”) Conduct Rules, and to ensure that its associates conduct their personal trading in a manner consistent with Prudential’s policy of placing its shareholders’ and customers’ interests first.

This Policy sets forth insider trading standards and requirements, trade monitoring procedures, and personal trading restrictions for Prudential associates.

Section I sets forth Prudential’s Policy Statement On Insider Trading that applies to all Prudential associates.  It is important that all Prudential associates read and understand this policy, which sets forth their responsibilities in connection with the use and disclosure of material nonpublic information.

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

Section III sets forth Prudential’s policy and restrictions relating to personal trading in securities issued by Prudential for Designated Persons and all other Prudential associates.  Responsibilities for Section 16 Insiders are covered under a separate policy.

Section IV sets forth the additional trading policies and procedures applicable to associates of a Prudential broker-dealer.

Section V sets forth the additional trading policies and procedures applicable to associates of a Prudential portfolio management unit, trading unit or registered investment adviser.

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

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

If you are unclear as to your personal trading and reporting responsibilities, or have any questions concerning any aspect of this Policy, please contact the Securities Monitoring Unit, Compliance Department.

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

i

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

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TABLE OF CONTENTS

INTRODUCTION
TABLE OF CONTENTS
I.	PRUDENTIAL’S POLICY STATEMENT ON INSIDER TRADING
	A. Use of Material Nonpublic Information
	B. Prudential Insider Trading Rules
	C. What is Nonpublic Information?
	D. What is Material Information?
	E. “Front-running” and “Scalping”
	F. Private Securities Transactions
	G. Charitable Gifts
	H. Penalties for Insider Trading
		1. Penalties for Individuals
		2. Penalties for Supervisors
		3. Penalties for Prudential
II.	SECURITIES TRADE MONITORING FOR COVERED AND ACCESS PERSONS
	A. The “SMARTS” System
	B. Covered, Access and Supervised Persons
	C. Trade Reporting Requirements
		1. Authorized Broker-Dealer Requirements
		2. Authorized Broker-Dealer Exceptions
		3. Trade Reporting Requirements for Exception Accounts
		4. Personal and Family Member Accounts
		5. Reportable Securities Transactions
		6. Confidentiality of Trading Information
		7. Prohibited Transactions
		8. Additional Requirements
III. POLICY AND RESTRICTIONS FOR PERSONAL TRADING IN SECURITIES ISSUED BY PRUDENTIAL BY DESIGNATED PERSONS
	A. Designated Persons
	B. Specific Trading Requirements
		1. Brokerage Account Requirements for Designated Persons
		2. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers
		3. Trading Windows/Blackout Periods
		4. Preclearance of Trading in Securities Issued by Prudential
		5. Prohibited Transactions
		6. PESP
	C. Supervisory Responsibilities
	D. Violations to the Policy
IV. TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS
	A. Trade Monitoring for Associates of a Broker/Dealer
		1. Notification Requirements for Personal Securities Accounts
		2. Annual Compliance Training and Sign-off
		3. Requirement for Supervised Persons
	B. Restrictions on the Purchase and Sale of Initial Equity Public Offerings

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	C. Private Securities Transactions
	D. Additional Restrictions for PEG Associates
V. TRADING RESTRICTIONS FOR PORTFOLIO MANAGEMENT AND TRADING UNITS AND REGISTERED INVESTMENT ADVISERS
	A. Background
		1. Advisers Act Requirements
		2. Investment Company Act Requirements
	B. Definitions
	C. Conflicts of Interest
	D. Mutual Fund Reporting and Trading Restrictions
		1. Mutual Fund Holding Period
		2. Policies Relating to Reporting and Trading Mutual Funds
	E. Additional Trading Restrictions for Access and Investment Personnel of PIM and Quantitative Management Associates LLC (“QMA”)
		1. Initial Public Offerings
		2. Private Placements
		3. Blackout Periods — “7 Day Rule”
		4. Short-Term Trading Profits
		5. Short Sales
		6. Options
	F. Investment Clubs
	G. Prohibited Transactions Involving Securities Issued by Prudential
	H. Preclearance
	I. Exemptions
		1. Ineligible securities.
		2. Exercise of rights issued by issuer.
		3. De minimis trades.
		4. Discretionary accounts.
		5. Index options.
		6. Unit investment trusts and open-end mutual funds.
		7. Non-volitional transactions and dividend reinvestment plans.
		8. Exceptions by prior written approval.
		9. Automatic Investment/Withdrawal Programs and Automatic Rebalancing.
	J. Personal Trade Reporting
	K. Personal Securities Holdings
	L. Service as a Director
	M. Gifts
	N. Code Violations and Sanctions
	O. Reports to Clients
	P. Additional Trading Requirements for Access Persons of Global Portfolio Strategies Inc. (“GPSI”)
		1. Initial Public Offerings
		2. Private Placements
		3. Restricted Lists
VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS
	A. Background
	B. Conflicts of Interest

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	C. Requirement of Private-Side Associates
	D. Private Side Monitored List & Global Real Estate Monitored List
	E. Investment Clubs
	F. Mutual Fund Reporting and Trading Restrictions
		1. Mutual Fund Holding Period
		2. Policies Relating to Reporting and Trading Mutual Funds
	D. Personal Securities Holdings
	E. Private Placements
	F. Initial Public Offerings
	G. Additional Restrictions for Certain Units
		1. Real Estate Units
		2. Prudential Capital Group
VII. POLICY FOR PRUDENTIAL EQUITY GROUP, INC.
	A. Associated Persons’ Securities Accounts
		1. Trade Monitoring at PEG
	B. Definition of “Employee Account” and “Employee Related Account”
	C. Investment Clubs
	D. Personal Trading Restrictions
		1. Purchases of Public Equity Offerings
		2. Private Securities Transactions
		3. Annual Compliance Training
		4. 24 - Hour Research Report Restriction
	E. Restricted List
	F. Additional Trading Restrictions for Certain PEG Departments
		1. Trading Restrictions
		2. Preclearance Procedures
EXHIBITS
	Exhibit 1 – Sample Letter to Brokerage Firm
	Exhibit 2 – Acknowledgment of the Personal Securities Trading Policy
	Exhibit 3 – Compliance and Reporting of Personal Transactions
	Exhibit 4 – Index Options On a Broad-Based Index
	Exhibit 5 – Personal Securities Holdings Report
	Exhibit 6 — Section 16 Insiders and Designated Persons Preclearance Request Form
	Exhibit 7 — Non Proprietary Subadvised Mutual Funds
	Exhibit 8 – Initial Public Offering and Private Placement Preclearance Form for Access Persons and Private-Side Associates

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I. PRUDENTIAL’S POLICY STATEMENT ON INSIDER TRADING

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

A. Use of Material Nonpublic Information

In the course of your work at Prudential, you may receive or have access to material nonpublic information about Prudential or other public companies.  Company policy, industry practice and federal and state laws establish strict guidelines regarding the use of material nonpublic information.

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

•You must treat as confidential all information that is not publicly disclosed concerning Prudential’s financial information and key performance drivers, investment activity or plans, or the financial condition and business activity of Prudential or any company with which Prudential is doing business; and

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

Under federal securities law, it is illegal to buy or sell a security while in possession of material nonpublic information relating to the security.(1)  It is also illegal to “tip” others about inside information.  In other words, you may not pass material nonpublic information about an issuer on to others or recommend that they trade the issuer’s securities.

Insider trading is an extremely complex area of the law principally regulated by the Securities and Exchange Commission (“SEC”).  If you have any questions concerning the law or a particular situation, you should consult with the Securities Monitoring Unit, Compliance Department or the Law Department.  If you believe that you may have material nonpublic information about a public company obtained in the course of your position, or if you are in a portfolio or asset management unit and you believe you may have material nonpublic information regardless of the source, you should notify your Chief Compliance Officer or the Securities Monitoring Unit so that the securities can be monitored and/or placed on a restricted list as appropriate.

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

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B. Prudential Insider Trading Rules

Below are three rules concerning insider trading.  Failure to comply with these rules could result in violations of the federal securities laws and subject you to severe penalties described in Section H.  Violations of these rules also may result in discipline by Prudential up to and including termination of employment.

(1)You may not buy or sell securities issued by Prudential or any other public company if you are in possession of material nonpublic information relating to those companies.  This restriction applies to transactions for you, members of your family, Prudential or any other person for whom you may buy or sell securities.  In addition, you may not recommend to others that they buy or sell that security.

(2)If you are aware that Prudential is considering or actually trading any security for any account it manages, you must regard that as material nonpublic information.   Accordingly, you may not make any trade or recommendation involving that security, until seven calendar days after you know that such trading is no longer being considered or until seven calendar days after Prudential ceases trading in that security.(2)  In addition, you must treat any nonpublic information about portfolio holdings of any registered investment company managed by Prudential as material nonpublic information.

(3)You may not communicate material nonpublic information to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential (i.e., individuals with a “need to know”).

C. What is Nonpublic Information?

Nonpublic information is information that is not generally available to the investing public.  Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC.  If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, on the television, on the radio, or in a publicly disseminated disclosure document (such as a proxy statement or prospectus), you may consider the information to be public.  If the information is not available in the general media or in a public filing, you should consider it to be nonpublic.  Neither partial disclosure (disclosure of part of the information), nor the existence of rumors, is sufficient to consider the information to be public.  If you are uncertain as to whether information is nonpublic, you should consult your Chief Compliance Officer, the Securities Monitoring Unit or the Law Department.

While you must be especially alert to sensitive information, you may consider information received directly from a designated company spokesperson to be public information unless you know or have reason to believe that such information is not generally available to the investing public.  An associate working on a private securities transaction who receives information from a company representative regarding the transaction should presume that the information is nonpublic.

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

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Example:

When telling a Prudential analyst certain information about the company, a company representative gives indication that the information may be nonpublic by saying “This is not generally known but . . .” In such a situation, the analyst should assume that the information is nonpublic.

D. What is Material Information?

There is no statutory definition of material information.  You should assume that information is material if an investor, considering all the surrounding facts and circumstances, would find such information important in deciding whether or when to buy or sell a security.  In general, any nonpublic information that, if announced, could affect the price of the security should be considered to be material information.  If you are not sure whether nonpublic information is material, you should consult the Law Department, the Securities Monitoring Unit or your Chief Compliance Officer.

Material information may be about Prudential or another public company.

Examples:

•Information about a company’s earnings or dividends (e.g., whether earnings will increase or decrease);

•Information about a company’s physical assets (e.g., an oil discovery, a fire that destroyed a factory, or an environmental problem);

•Information about a company’s personnel (e.g., a valuable employee leaving or becoming seriously ill);

•Information about a company’s pension plans (e.g., the removal of assets from an over-funded plan or an increase or decrease in future contributions);

•Information about a company’s financial status (e.g., financial restructuring plans or changes to planned payments of debt securities); or

•Information about a merger, acquisition, tender offer, joint venture or similar transaction involving the Company generally should be considered material.

Information may be material even though it may not be directly about a company (e.g., if the information is relevant to that company or its products, business, or assets).

Examples:

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

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

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

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Example:

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

E. “Front-running” and “Scalping”

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

Front running occurs when an individual, with knowledge of Prudential’s trading intentions, knowingly makes a trade in the same direction as Prudential just before Prudential makes its trade.  Examples include buying a security just before Prudential buys that security (in the expectation that the price may rise based on such purchase) or selling a security just before Prudential sells such security (in the expectation that such sale will lead to a drop in price).

Scalping is making a trade in the opposite direction just after Prudential’s trade, in other words, buying a security just after Prudential stops selling such security or selling just after Prudential stops buying such security.

Example:

Prudential is planning to sell a large position in ABC Co. If you sell ABC Co. securities ahead of Prudential in expectation that the large sale will depress its price, you are engaging in front running.  If you purchase ABC Co. securities after Prudential has completed its sale to take advantage of the temporary price decrease, you are engaging in scalping.

F. Private Securities Transactions

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

G. Charitable Gifts

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

H. Penalties for Insider Trading(3)

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

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1.  Penalties for Individuals

Individuals who illegally trade while in possession of material nonpublic information or who illegally tip such information to others may be subject to severe civil and criminal penalties including disgorgement of profits, substantial fines and imprisonment.  Employment consequences of such behavior may include the loss or suspension of licenses to work in the securities industry, and disciplinary action by Prudential up to and including termination of employment.

2.  Penalties for Supervisors

The law provides for penalties for “controlling persons” of individuals who commit insider trading.  Accordingly, under certain circumstances, supervisors of an associate who is found liable for insider trading may be subject to criminal fines up to $1 million per violation, civil penalties and fines, and discipline by Prudential up to and including termination of employment.

3.  Penalties for Prudential

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

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II. SECURITIES TRADE MONITORING FOR COVERED AND ACCESS PERSONS

A. The “SMARTS” System

Federal Law requires all broker-dealers and investment advisers to establish procedures to prevent insider trading by their associates.  In addition, the Federal Sentencing Guidelines require companies to establish reasonable procedures to prevent and detect violations of the law.  To comply with these and other similar laws and rules, Prudential has developed the Personal Securities Trading Policy to prevent the misuse of material nonpublic information about Prudential or other public companies.  All employees are held to the general principles of the Policy to ensure the proper use of material nonpublic information.

However, certain employees are required to have their personal trading activities monitored and may be subject to additional restrictions.  Prudential has established a program to monitor the personal securities trading of associates with routine access to nonpublic corporate information about Prudential or any external public company, portfolio management activities, nonpublic mutual fund holdings information or other sensitive information.  These individuals are required to have their personal securities transactions monitored in the securities trade monitoring system known as “SMARTS” (Securities Monitoring Automated Reporting and Tracking System).

B. Covered, Access and Supervised Persons

Certain employees are classified as “Covered” or “Access” Persons (as defined below).  These individuals are categorized based on the information to which they have access.  Covered and Access Persons are required to report their personal securities transactions and conform to the authorized broker-dealer requirements (discussed below).

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

“Covered Persons” – Associates, other than Access Persons, who may have access to material nonpublic information about external public companies or those individuals who have a regulatory obligation to be monitored.(4)

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

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

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

•Comply with all applicable federal securities laws; and

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

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

“Supervised Persons” are individuals who are officers, directors and employees of a registered investment adviser, as well as certain other individuals who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control.  If you are unsure as to whether you are an Access, Covered, or Supervised Person, contact your Chief Compliance Officer or the Securities Monitoring Unit.(5)

C.  Trade Reporting Requirements

1. Authorized Broker-Dealer Requirements

Covered and Access Persons are required to maintain personal brokerage accounts at an authorized broker-dealer.  The authorized firms are Wachovia Securities, Pruco Securities, Charles Schwab, E*TRADE, Fidelity Investments, and Merrill Lynch.  Covered and Access Persons can find information about each firm through the authorized broker-dealer website at http://njplazx51/authorizedbrokerdealers.  The account types that are subject to the authorized broker-dealer requirements are listed below in Section C. 4.

Prudential Financial, Inc. securities held at EquiServe Trust Company, N.A. are not required to be transferred.

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

2.  Authorized Broker-Dealer Exceptions

Exceptions to the authorized broker-dealer requirement are limited and should be submitted to the Chief Compliance Officer responsible for your business unit who will submit the request to the appropriate Business Unit or Corporate Department Executive

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

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at the Senior Vice President level or above for review.  Documentation for all exceptions must be forwarded to your business unit compliance officer for review.  Exceptions will be evaluated on a case-by-case basis based on the following criteria:

•Accounts held jointly with or accounts for spouses who are subject to the same type of personal trading requirements that pre-date this policy (June 27, 2002) or that were established prior to being subject to this policy.

•Accounts in which the employee has a formal investment management agreement that provides full discretionary authority to a third party money manager.  A copy of the management agreement must be submitted to the business unit compliance officer.

•Blind trusts and family trusts.  A copy of the trust agreement must be submitted to the business unit compliance officer.

•Accounts for international employees in locations where there is no local presence or access to one of these firms.

•Accounts holding non-transferable securities that may not, due to their nature, be liquidated without undue hardship to the employee (new purchases generally will not be permitted.)

•Direct stock purchase or dividend reinvestment plans that are established directly with a public company.

3.  Trade Reporting Requirements for Exception Accounts

If you are granted an exception to the authorized broker-dealer requirement, you must direct the brokerage firm(s) that maintains your securities account(s) to send duplicate copies of your trade confirmations and account statements (“trading activity”) to the Securities Monitoring Unit.  A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy.  Remember, accounts maintained at Wachovia Securities, Pruco Securities, Charles Schwab, E*TRADE, Merrill Lynch, and Fidelity Investments are exempt from this requirement.(6)

4.  Personal and Family Member Accounts

You are required to maintain in the manner described above, all securities accounts in which you have a beneficial interest, including the following:

(1)Personal accounts;

(2)Accounts in which your spouse has beneficial interest;

(3)Accounts in which your minor children or any dependent family member has a beneficial interest;

(4)Joint or tenant-in-common accounts in which you are a participant;

(5)Accounts for which you act as trustee, executor or custodian;

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

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(6)Accounts over which you exercise control or have any investment discretion; and

(7)Accounts of any individual to whose financial support you materially contribute.(7)

Mutual fund accounts held directly at mutual fund companies, where the account is systematically blocked from trading any securities other than mutual funds, and/or 529 College Savings Plans are not subject to the Policy and do not require disclosure.(8),(9)  However, all brokerage accounts, even those that only hold mutual funds, are subject to the Policy and must comply with the authorized broker-dealer requirements.

All monitored associates are required to complete and sign an annual Acknowledgment Form, attached as Exhibit 2, identifying and listing the location of all reportable brokerage accounts, including those held at authorized broker-dealers and those held at non-authorized firms.  For the latter, your signature on the Acknowledgement Form will confirm that you have instructed all brokers for such accounts to send duplicate copies of account statements and trade confirmations to the Securities Monitoring Unit.  If you are classified an Access or Covered Person, by signing the annual Acknowledgment Form you are also confirming your obligations of notifying the Securities Monitoring Unit of any changes to your accounts that have been granted exceptions under the authorized broker-dealer requirements.(10)  Acknowledgment forms, which are supplied to you electronically by the Securities Monitoring Unit, must be completed annually.(11)

5.  Reportable Securities Transactions

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

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

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

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

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

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

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

(11)  The Securities Monitoring Unit administers the processing of annual acknowledgment forms.  If you are a reporting associate, and have not completed an acknowledgment form, please contact the Securities Monitoring Unit.

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

6. Confidentiality of Trading Information

The Securities Monitoring Unit is responsible for maintaining SMARTS, and recognizes that your investment records are highly confidential.  Accordingly, the Securities Monitoring Unit follows careful procedures for the collection and review of associate trading information to ensure that such records are kept in the strictest confidence.  Other than exception reports which are reviewed by business unit heads and business unit compliance personnel or as required by federal securities laws, the only persons who have access to this information are a small group within the Compliance Department.

7.  Prohibited Transactions

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

8.  Additional Requirements

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

Requirements for Designated Person – Section III.

Requirements for Associates of Broker Dealers – Section IV.

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

Requirements for Private Asset Management Units – Section VI.

Requirements for associates of PEG – Section VII.

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

This Section specifically addresses the requirements for those associates who have routine access to material nonpublic information about Prudential.  These requirements are consistent with policies of leading financial service firms.  Specific policies and procedures relating to Section 16 Insiders are addressed in a separate policy statement, which is available through the Securities Monitoring Unit.

A.  Designated Persons

A “Designated Person” is an employee who, during the normal course of his or her job, has routine access to material nonpublic information about Prudential, including information about one or more business units or corporate level information.  Employees at the corporate rank of Executive Vice President (“EVP”) and above are deemed to be Designated Persons.  Direct reports to each Vice Chairman and EVP and their direct reports are also deemed to be Designated Persons.

The Vice Presidents (“VP’s”) of Finance for each business unit must identify additional employees in each unit who, regardless of level, have routine access to material nonpublic information about Prudential.  It is the responsibility of the VPs of Finance to notify the Securities Monitoring Unit of any changes to this list.

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

Employees who have been classified as a Designated Person, but believe that they do not have access to material nonpublic information, may request an exception to this requirement.  Requests should be forwarded to the Securities Monitoring Unit, who in consultation with the Law Department, will review and facilitate the request.  Certain exceptions must be approved by Prudential’s General Counsel.

B. Specific Trading Requirements

All employees are prohibited from trading securities issued by Prudential while in possession of material nonpublic information regarding the Company.  All employees are also prohibited from selling short including “short sales against the box” and from participating in any options transactions on any securities issued by Prudential. Employees are also discouraged from engaging in speculative transactions in securities issued by Prudential and are encouraged to hold Prudential securities for long-term investment.

Designated Persons are required to preclear all transactions in Company securities prior to execution through the Securities Monitoring Unit.  This requirement excludes

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transactions in Prudential mutual funds and annuities.  Trades will be approved only during open “trading windows.”  Designated Persons are also subject to the general prohibition relating to short sales and options transactions.  These restrictions apply to all accounts in which a Designated Person has a direct or indirect beneficial interest including, but not limited to, accounts for spouses, family members living in your household, and accounts for which the Designated Person or his/her family member exercises investment discretion.

1.  Brokerage Account Requirements for Designated Persons

Designated Persons are required to hold and trade Prudential Financial, Inc. common stock and related equity derivative securities (“PRU”) only at an authorized broker-dealer.  The authorized firms are Wachovia Securities, Pruco Securities, Charles Schwab, E*TRADE, Fidelity Investments, and Merrill Lynch.

Designated Persons can access information about each firm through the authorized broker-dealer website at http://njplazx51/authorizedbrokerdealers.

This requirement applies to accounts for you, your family members, or accounts in which you have a beneficial interest or over which you have trading authority.  See Section II.C.4. for a complete list of applicable accounts.  You may still maintain your accounts at non-authorized broker-dealers for your non-PRU positions, however those accounts are still subject to Prudential’s monitoring procedures outlined below in Section B.2.

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

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

Designated Persons who maintain brokerage accounts with brokerage firms (for their non-PRU positions) other than the authorized broker-dealers listed in Section B.1. above, must direct the brokerage firm(s) to send duplicate copies of trade confirmations and account statements to the Securities Monitoring Unit.(12)  A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy.

3.  Trading Windows/Blackout Periods

Designated Persons are permitted to trade in securities issued by Prudential only during open trading windows.  Approximately 24 hours after the Company releases its quarterly earnings to the public, the trading window generally opens and generally will remain open until approximately two weeks before the end of each quarter.  In addition, the Company may notify Designated Persons regarding unscheduled blackout periods.  For example, in the event the Company decides to make an unscheduled announcement (e.g., a pre quarter-end earnings estimate), Prudential may restrict trading activity during a normally permissible trading window.  The Securities Monitoring Unit will notify

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

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Designated Persons of the opening of trading windows and the commencement of blackout periods.

4.  Preclearance of Trading in Securities Issued by Prudential

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

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

•Open market transactions through a broker/dealer;

•Prudential securities transactions executed in EquiServe accounts;

•Gifts received or given;

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

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

5.  Prohibited Transactions

All employees are prohibited from selling short including “short sales against the box” and from participating in any options transactions on any securities issued by Prudential.

In addition, Designated Persons are prohibited from exercising their employee stock options during a blackout period, regardless of whether the transaction involves the sale of Prudential securities.  As a result, controls have been established to prevent option exercises during closed trading windows.  If a blocking system fails, the employee will be responsible for the exception to the Policy.

6.  PESP

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

C. Supervisory Responsibilities

The VP’s of Finance, in conjunction with the Business Unit and Department Heads or

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

D. Violations to the Policy

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

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IV.  TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS

A.  Trade Monitoring for Associates of a Broker/Dealer

Prudential has a number of different broker/dealers including Pruco Securities Corporation (“Pruco”), Prudential Investment Management Services, LLC. (“PIMS”), American Skandia Marketing, Incorporated (“ASM”), Prudential Retirement Brokerage Services, Inc. (“PRBS”) that are specifically referred to as “Broker-Dealers” under this Section.(13)

Pruco is a full service broker-dealer whose business is limited to the facilitation of non-solicited customer orders of general securities and the distribution of investment company and variable contract products.  PIMS and ASM”) are a full service broker-dealers whose primary business is restricted to the facilitation of customer orders in and distribution of Prudential mutual funds, annuities, and 529 plan interests.  PRBS is a discount broker-dealer that primarily offers Individual Retirement Accounts (“IRA’s”) to retirement plan participants serviced by Prudential Retirement.  Investments offered include mutual funds, stocks, bonds and municipal securities.

Unlike Prudential units that participate in the personal trade monitoring system, the nature and scope of the Broker-Dealers’ businesses are such that their associates do not have access to material nonpublic information concerning publicly traded securities through their employment.(14)  Accordingly, Broker-Dealer associates are generally not required to participate in SMARTS.  However, pursuant to SEC and NASD regulations, Broker-Dealer Registered Representatives must comply with the reporting requirements listed below.(15)  In addition, certain officers and registered representatives of Pruco and PRBS, who are also federally registered investment advisers, have been identified as Supervised Persons, as defined in Section II.B.  The requirements for Supervised Persons are also outlined below.

1.  Notification Requirements for Personal Securities Accounts

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

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

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

(15)  ASM associated persons follow policies and procedures outlined in AMS’s compliance manual that are generally consistent with the requirements of this Section. 

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These notification requirements apply to all personal securities accounts of Registered Representatives and any securities accounts over which they have discretionary authority.

Registered Representatives are not required to report accounts that are limited to the following types of investments:  (1) mutual funds; (2) variable life and variable annuity contracts; (3) unit investment trusts; (4) certificates of deposit; (5) 529 Plans; and (6) money market fund accounts.(16)

2.  Annual Compliance Training and Sign-off

The NASD/NYSE Joint Memorandum on Chinese Wall Policies and Procedures (NASD Notice to Members 91-45) provides that firms that do not conduct investment banking research or arbitrage activities still must have “reasonable procedures for the education and training of its associates about insider trading” in order to be in compliance with ITSFEA.  Consistent with this Notice, the Broker-Dealers include a statement concerning insider trading in their annual Compliance Overview.  Annually, all Registered Representatives are required to sign a statement affirming that they have read and understand the policy concerning insider trading as described in the Broker-Dealer’s compliance manual and as set forth in Prudential’s Policy Statement On Insider Trading contained in Section I of this Policy.

3.  Requirement for Supervised Persons

Certain Pruco and PRBS officers and registered representatives involved in investment advisory activity have been classified as Supervised Persons.(17)  Supervised Persons are subject to the following requirements:

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

•Comply with all applicable federal securities laws; and

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

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

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

NASD Rule 2790 prohibits broker-dealers from purchasing or retaining “new issues” in their own accounts and from selling new issues to a restricted person.   Restricted persons are defined as directors, officers, general partners, employees, associated

(16)  Associated persons who are also Access Persons and/or Private-Side Associates are required to report certain mutual fund transactions and holdings and purchases of certain variable-life and variable-annuity contracts and sub-account transactions, as described in Section V.D.

(17)  The Securities Monitoring Unit will notify all individuals who are classified as Supervised Persons. 

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persons and agents engaged in the investment banking or securities business of any broker-dealer.  “New Issues” are any initial public offerings of an equity security.

These basic prohibitions also cover sales of new issues to accounts in which any restricted person may have a beneficial interest and, with limited exceptions, to members of the immediate family of such persons.  A Restricted Person is permitted to have an interest in an account that purchases new issues (i.e., collective investment accounts including hedge funds, investment partnerships, investment corporations, etc.) provided that the beneficial interests of all restricted persons do not in aggregate exceed 10% of the total account.

The overall purpose of this prohibition is to protect the integrity of the public offering process by requiring that NASD members make a bona-fide public distribution of securities by not withholding such securities for their own benefit or using the securities to reward other persons who are in a position to direct future business to the firm.

To ensure compliance with this Rule, associated persons of Prudential’s broker-dealers are prohibited from purchasing securities in any public offerings of equity securities.  This prohibition includes all associates of Prudential’s broker-dealers including PIMS, PRBS, PRUCO, ASM and PEG (See Section VII for a full discussion of requirements and restrictions applicable to PEG associates.)

The policy applies to all public offerings of equity securities, whether or not the above broker-dealers are participating in the offering. There are no prohibitions on purchases of public offerings of, investment grade asset-backed securities, open-end mutual funds, preferred securities, convertible securities or any debt securities, including but not limited to municipal or government securities.

Which accounts are restricted:

Accounts of all persons associated with the above broker-dealers and their immediate families are restricted from purchasing equity public offerings of securities.  The term “immediate family” includes parents, mother-in-law, father-in-law, spouse, siblings, brother-in-law, sisters-in-law, children and their spouses, or any other person who is supported (directly or indirectly) to a material extent by the associated person.

The prohibition does not apply to sales to a member of the associate’s immediate family who is not supported directly or indirectly to a material extent by the associate, if the sale is by a broker-dealer other than that employing the restricted person and the restricted person has no ability to control the allocation of the new issue.  For information on this exception, please contact your broker-dealer compliance officer.

C. Private Securities Transactions

In accordance with NASD Rule 3040, all associates of the Broker-Dealers, including PEG, must notify their broker-dealer, in writing, and obtain written approval from the broker-dealer, prior to engaging in any private securities transaction.  Private securities transactions include, but are not limited to, transactions in unregistered offerings of

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securities, and purchases or sales of limited partnership interests.

Such notification should be made to the compliance officer for the broker-dealer or the compliance officer’s designee who will be responsible for approving private securities transactions.  This notification requirement does not apply to those trades for which duplicate confirmations are provided by the executing broker.   For associates who are subject to preclearance, the preclearance form will satisfy the notification requirement.

D.  Additional Restrictions for PEG Associates

PEG associates are subject to certain additional personal trading restrictions, which are set forth in Section VII.

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

A. Background

The Investment Advisers Act of 1940 (“Advisers Act”) and the Investment Company Act of 1940 (“Investment Company Act”) govern activities of officers, directors and employees of registered investment advisers and advisers who manage registered investment companies, respectively.  These rules set forth specific requirements relating to conflicts of interest and personal securities trading activity.

1. Advisers Act Requirements

Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics designed to prevent fraud by reinforcing fiduciary principles that govern the conduct of investment advisory firms and their personnel.  In addition, the code must set forth specific requirements relating to personal trading activity including reporting transactions and holdings.

Generally, the code of ethics applies to all Supervised Persons of the adviser, including all Access Persons of the adviser.  The Investment Adviser Code of Ethics (“Code”), as adopted by Prudential’s registered investment advisers, includes the Personal Securities Trading Policy and the Statement of Policy Restricting Communication and the Use of Issuer-Related Information by Prudential Investment Associates (“Chinese Wall Policy”).  Employees identified as Supervised Persons must comply with the Code, including this Policy.(18)  Compliance is responsible for notifying each individual who is subject to the Code.

2. Investment Company Act Requirements

Rule 17(j) under the Investment Company Act requires that every investment company adopt procedures designed to prevent improper personal trading by investment company personnel.  Rule 17(j) was created to prevent conflicts of interest between investment company personnel and shareholders, to promote shareholder value, and to prevent investment company personnel from profiting from their access to proprietary information.

In light of the adoption of Rule 17(j) and the growing concern that the mutual fund industry needed to police itself, the Investment Company Institute (“ICI”), an industry group, assembled a blue ribbon panel and, in 1994, issued a report setting forth a series of recommendations concerning personal trading by investment personnel.  These recommendations, known as the “ICI rules”, have been praised by the SEC, and have been adopted by the majority of the asset management industry associated with U.S. registered investment companies.

(18)  Generally, Private-Side Associates are also considered Access Persons under the Investment Advisers Act of 1940.  See Section VI for information on the requirements for Private-Side Associates.

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In keeping with our ethical standards and the practices of the industry leaders, Prudential has adopted the ICI rules for all of its portfolio management units.  The ICI rules concerning personal trading are set forth below and are applicable to these portfolio management units and certain associates outside the specific business unit who provide direct support to these units.(19)  In addition, the ICI rules, with certain exceptions, have also been adopted for other investment management units within Prudential including.(20)

B. Definitions

The following terms are defined for purposes of this policy:

•“Access Persons”, as defined in Section II.B., include employees or officers of a mutual fund or investment adviser, who, in connection with their normal responsibilities, make, participate in, or have access to current or pending information regarding the purchase or sale of a security by the Complex (Complex defined below).(21)

•“Investment personnel” are Access Persons who are public-side portfolio managers, analysts, traders, or certain other individuals as designated by the compliance officer.  (For restrictions applicable to PEG Trading Desk personnel, see Section VII).

•A “pending buy or sell order” exists when a decision to purchase or sell a security has been made and communicated.

•The “Complex” includes all portfolios managed by the business unit or group of units to which an individual is deemed to have access.

C. Conflicts of Interest

Prudential holds its employees to the highest ethical standards.  Maintaining high standards requires a total commitment to sound ethical principles and Prudential’s value.  It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient.  Management must make the Company’s ethical standards clear.  At every level, associates must set the right example in their daily conduct.  Moreover, associates are encouraged to understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.

All Access Persons must act in accordance with the following general principles:

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

(20)  Certain international units may also be subject to the requirements of this Section.  Individuals should consult the applicable business unit compliance officer for additional information.  

(21)  Officers listed on PI’s Form ADV and mutual fund officers are also classified as Access Persons.

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•It is the duty at all times to place the interests of investment company shareholders and other investment advisory clients first.

•Access Persons should scrupulously avoid serving their own personal interests ahead of clients’ interests in any decision relating to their personal investments.

•All personal securities transactions must be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility.

•Access Persons must not only seek to achieve technical compliance with this Policy, but should strive to abide by its spirit and the principles articulated herein.

Example:

An appearance of a conflict of interest may occur if, following a meeting with a representative of an issuer, an analyst buys the issuer’s securities for his or her personal account, but does not recommend his or her client purchase such securities.

•Access Persons may not take inappropriate advantage of their positions.

•Access Persons must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders or clients, including, but nor limited to the receipt of unusual investment opportunities, perquisites, or gifts of more than de minimis value from persons doing or seeking business with their portfolios.

•Access Persons may not bunch a personal order with a client order.

•Access Persons may not conduct personal business with brokers who execute trades for their portfolios.

D. Mutual Fund Reporting and Trading Restrictions

Investment Personnel and Access Persons are prohibited from market timing any proprietary mutual funds, as well as non-proprietary funds subadvised by Prudential, and must comply with any trading restrictions established by Prudential and its clients to prevent market timing of these funds.

To deter the market timing in proprietary and non-proprietary funds subadvised by Prudential, Investment Personnel and certain officers of Prudential Investment Management (“PIM”) and Prudential Investments LLC (“PI”) are required to hold any proprietary or non-proprietary subadvised mutual funds for a period of 90 days.  Investment Persons and Access Persons are also required to report mutual fund transactions covered under this policy as described below.

1. Mutual Fund Holding Period

Investment Personnel and certain PIM and PI employees are required to hold proprietary and non-proprietary subadvised mutual funds, excluding money market funds and the

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Dryden Ultra Short Bond Fund, purchased for a period of 90 days.(22)   Proprietary funds include JennisonDryden, Strategic Partners, Target, and American Skandia Advisor Funds (“American Skandia Funds”).  Non-proprietary subadvised funds are defined in Exhibit 7.  Specifically, Investment Personnel and certain PIM and PI employees are prohibited from executing a purchase and a sale of the same proprietary or non-proprietary subadvised mutual fund during any 90-day period.(23)  This restriction applies to accounts for which Investment Personnel and certain PIM and PI employees have a direct or indirect beneficial interest, including household members. See Section II.C.4.  Profits realized on such transactions must be disgorged to the applicable mutual fund or client, or as otherwise deemed appropriate by the Committee.(24)

2. Policies Relating to Reporting and Trading Mutual Funds

Access Persons are required to report all transactions of proprietary and non-proprietary subadvised mutual funds.  This requirement applies to accounts for which Access Persons have a direct or indirect beneficial interest, including household members.  See Section II.C.4.

Access Persons may hold and trade proprietary and non-proprietary subadvised mutual funds only through one of the authorized broker/dealers, directly with Prudential Mutual Fund Services (“PMFS”), the Prudential Employee Savings Plan (“PESP”), or the Jennison Associates (“Jennison”) Savings and Pension Plans.(25)  However, non-proprietary subadvised funds may be traded directly with the fund provided that duplicate account statements and trade confirmations are sent directly to the Securities Monitoring Unit, Compliance Department.  For non-proprietary subadvised funds, Access Persons must notify fund complexes within 10 business days of receipt of this policy requesting that duplicate statements and confirmations be forwarded to the Securities Monitoring Unit.  Investment elections or transactions executed in the executive deferred compensation plans are not subject to this requirement.(26)

Investment Personnel and Access Persons must notify the Securities Monitoring Unit of any mutual fund accounts, including accounts of all household members, held directly with the fund for all non-proprietary subadvised mutual funds.  In addition, Investment

(22)  PIM and PI employees will be identified by the President of PIM in consultation with the PIM Chief Compliance Officer.  The PIM Chief Compliance Officer will be responsible for maintaining the list and submitting any changes to the Securities Monitoring Unit. 

(23)  For the Prudential Employee Savings Plan and the Jennison Associates Savings and Pension Plans, only exchanges of proprietary and non-proprietary subadvised funds are subject to the 90-day holding period.  Purchases due to automatic payroll deductions and company match and automatic rebalancing transactions are exempt from this requirement.

(24)  Discipline and sanctions relating to violations occurring in the Prudential Employee Savings Plan or the Jennison Savings or Pension Plans will be determined separately by the Personal Securities Trading/Mutual Fund Code of Ethics Committee. 

(25)  Mutual fund transactions executed through PMFS, PESP and the Jennison Savings and Pension Plans will be sent to Compliance through a daily electronic trading feed.

(26)  Prudential’s deferred compensation plans (including The Prudential Insurance Company of America Deferred Compensation Plan, the Amended and Restated American Skandia Lifestyle Security Plan, and the Trust Agreement Between Jennison Associates LLC and Wachovia Bank, N.A.) are not susceptible to market timing due to the fact that the plans only permit one transaction per month.  Therefore, transactions in these plans are exempt from both the 90-day holding period and reporting requirements.

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Personnel and Access Persons must contact these funds to request that duplicate statements and confirmations of mutual fund trading activity be sent to the Securities Monitoring Unit.  A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy.

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

The following restrictions and requirements apply to all accounts in which Access Persons and Investment Personnel have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.4.

1.  Initial Public Offerings

Investment personnel are prohibited from purchasing initial public offerings of securities.  For purposes of this policy, “initial public offerings of securities” do not include offerings of government or municipal securities.

2.  Private Placements

Investment personnel are prohibited from acquiring any securities in a private placement without express prior approval.  Such approval must be obtained from the local business unit head in consultation with the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved.

Investment personnel must disclose their private placement holdings to the business unit compliance officer and the business unit’s chief investment officer when the investment personnel play a part in the consideration of any investment by the portfolio in the issuer.  In such circumstances, the portfolio’s decision to purchase securities of the issuer will be subject to independent review by appropriate personnel with no personal interest in the issuer.

3.  Blackout Periods — “7 Day Rule”

Access Persons are prohibited from executing a securities transaction on a day during which any portfolio in their Complex has a pending buy or sell order in the same or an equivalent security and until such time as that order is executed or withdrawn.(27) This prohibition will not apply to purchases and sales executed in a fund or portfolio that replicates a broad based securities market index.

Investment personnel are prohibited from buying or selling a security within seven calendar days before or after a portfolio in their Complex trades in the same or an equivalent security.  Nevertheless, a personal trade by any investment personnel shall not prevent a portfolio in the same business unit from trading in the same or an equivalent security.  However, such a transaction shall be subject to independent review

(27)  There is no presumption that Access Persons have knowledge of actual trading activity.

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by their business unit compliance officer.(28)  This prohibition will not apply to purchases and sales executed in a fund or portfolio that replicates a broad based securities market index.

Profits realized on transactions that are executed during blackout periods may be required to be disgorged to the business unit.  Transactions inadvertently executed by an Access Person during a blackout period will not be considered a violation and disgorgement will not be required provided that the transaction was effected in accordance with the preclearance procedures and without prior knowledge of any pending purchase or sale orders in the Complex in the same or equivalent security.  All disgorged profits will be donated to a charitable organization in the name of the Company or to an account or client for which the security is held or traded.

4.  Short-Term Trading Profits

Investment personnel are prohibited from profiting from a purchase and sale, or sale and purchase, of the same or an equivalent security within any sixty calendar day period. Profits realized on such proscribed trades must be disgorged to the business unit.  All disgorged profits will be donated to a charitable organization in the name of the Company or to an account or client for which the security is held or traded.

5.  Short Sales

Access Persons may not sell any security short which is owned by any portfolio managed by the business unit.  Access Persons may, however, make short sales “against the box.”  A short sale “against the box” refers to a short sale when the seller owns an equivalent amount of the same securities.

6.  Options

Access Persons may not write naked call options or buy naked put options on a security owned by any portfolio managed by the business unit.  Access Persons may purchase options on securities not held by any portfolio managed by the business unit, or purchase call options or write put options on securities owned by any portfolio managed by the business unit, subject to preclearance and the same restrictions applicable to other securities.  Access Persons may write covered call options or buy covered put options on a security owned by any portfolio managed by the business unit at the discretion of the business unit compliance officer.  However, investment personnel should keep in mind that the short-term trading profit rule might affect their ability to close out an option position at a profit.

F. Investment Clubs

Access Persons may not participate in investment clubs.

(28)  Properly precleared personal trades executed within seven days prior to a portfolio trading will be presumed not violative of the 7 day rule provided there was no additional evidence to the contrary.

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G. Prohibited Transactions Involving Securities Issued by Prudential

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

H. Preclearance

Access Persons of PIM, QMA, American Skandia Investment Services, Inc. (“ASISI”) and Prudential Investments LLC (“PI”) must preclear all personal securities transactions with the exception of those identified in Section V.P. below.  Preclearance is also not required for both proprietary and non-proprietary subadvised mutual funds.  All requests for preclearance must be submitted to the business unit compliance officer for approval using the automated preclearance website which may be accessed via http://smartspreclearance.prudential.com/smarts_preclearance/.(29), (30)

All approved orders must be executed by the close of business on the day in which preclearance is granted; provided however that approved orders for securities traded in foreign markets may be executed within two business days from the date preclearance is granted.  If any order is not timely executed, a request for preclearance must be resubmitted.(31)

I. Exemptions

The black out periods and the short-term trading profit rule do not apply to any of the following activities.  In addition, the mutual fund 90-day holding period does not apply to items 4,7,8, and 9.  Preclearance is not required for items 4, 5, 6, and 7.

1.  Ineligible securities.

Purchases or sales of securities (or their equivalents) that are not eligible for purchase or sale by any portfolio in the business unit.

2.  Exercise of rights issued by issuer.

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

(29)  Paper preclearance forms may be used for international units and in certain hardship cases.  Paper Forms are available from the business unit compliance officer.

(30)  Access Persons should submit their preclearance forms to the business unit compliance officer of the Complex to which they are deemed to have access.

(31)  Exceptions to the requirement to resubmit preclearance requests may be granted in advance by the business unit compliance officer for unusual circumstances.

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3.  De minimis trades.

Any trades, or series of trades effected over a 30 day calendar period, involving 500 shares or less in the aggregate of an equity security, provided that the securities are listed on the New York Stock Exchange or have a market capitalization greater than $1 billion, and the Access Person has no prior knowledge of activity in such security by any portfolio in the business unit.

Any fixed-income securities transaction, or series of related transactions effected over a 30 day calendar period, involving 100 units ($100,000 principal amount) or less in the aggregate, if the Access Person has no prior knowledge of transactions in such security by any portfolio in the business unit.

4.  Discretionary accounts.

Purchases or sales of securities effected in any account over which the Access Person has no direct or indirect influence or control or in any account of the Access Person which is managed exclusively on a discretionary basis by a person other than such Access Person and with respect to which such Access Person does not in fact influence or control such transactions.(32)  Access Persons must provide written documentation that evidences he/she does not have authority to participate in the management of the account and must receive written permission from the business unit compliance officer.

5.  Index options.

Any transactions in index options effected on a broad-based index.  (See Exhibit 4.)

6.  Unit investment trusts and open-end mutual funds.

7.  Non-volitional transactions and dividend reinvestment plans.

8.  Exceptions by prior written approval.

Purchases or sales of securities which receive prior written approval of the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved and that such purchases or sales are not likely to have any economic impact on any portfolio in the business unit or on its ability to purchase or sell securities of the same class or other securities of the same issuer.

With respect to the mutual fund 90-day holding period requirement, only certain limited exceptions will be approved including, but not limited to, hardships and extended

(32)  Such accounts must receive written approval in advance from the Securities Monitoring Unit.  In such cases, the employee must give exclusive discretion to his/her broker or investment adviser.  A copy of such notification should be sent to the Securities Monitoring Unit.  Such accounts are required to be reported and monitored as provide under Section II.A.

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disability.  Mutual fund 90-day holding period exceptions must be approved by the Business Unit Head and the PIM Chief Compliance Officer prior to execution.(33)

9.  Automatic Investment/Withdrawal Programs and Automatic Rebalancing.

Purchases or sales of securities that are part of an automatic investment/withdrawal program or resulting from an automatic rebalancing.  Transactions that override any pre-set schedule or allocation must be precleared and reported to the Securities Monitoring Units.

J. Personal Trade Reporting

All Access Persons must participate in Prudential’s Personal Trade Monitoring System as described in Section II of this Policy.  In addition, all Access Persons must preclear all private securities transactions immediately and report completion of the transaction promptly, in any event not later than ten days following the close of each quarter in which the trade was executed.  Forms to report such private securities transactions are available from your business unit compliance officer or the Securities Monitoring Unit.

K. Personal Securities Holdings

Within ten days of becoming an Access Person, and thereafter on an annual basis, Access Persons (other than disinterested directors/trustees) must disclose personal securities holdings, including all holdings of private securities (e.g., limited partnership interests, private placements, etc.) and all holdings of proprietary and non-proprietary subadvised mutual funds, excluding money market funds and the Dryden Ultra Short Bond Fund.  Holdings Reports must include information that is current within the previous 45 days of becoming an Access Person or submitting the annual Holdings Report.  (See Exhibit 5 for the Holdings Report Form.)

L. Service as a Director

Consistent with Prudential policy, Investment Personnel are prohibited from serving on the board of directors of publicly traded companies, absent prior authorization from the business unit compliance officer based upon a determination that the board service would not be inconsistent with the interests of the investment company or other clients.  In the limited instances that such board service may be authorized, Investment Personnel will be isolated from those making investment decisions affecting transactions in securities issued by any publicly traded company on whose board such Investment Personnel serves as a director through the use of a “Chinese Wall” or other procedures designed to address the potential conflicts of interest.

(33)  For purposes of this policy, Business Unit Head is defined as the executive in charge of Fixed Income Trading, QMA, Jennison, PI or his/her delegate.  Delegation of this responsibility must be done in writing and submitted to the PIM Chief Compliance Officer. 

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M. Gifts

Consistent with Prudential’s Gift and Entertainment Policy, Access Persons are prohibited from receiving any gift or other thing that would be considered excessive in value from any person or entity that does business with or on behalf of Prudential.  Access Persons must comply with Company limits and reporting guidelines for all gifts and entertainment given and/or received.

N. Code Violations and Sanctions

Access Persons and Supervised Persons are required to promptly report any known violations of the Code or this Policy to the business unit chief compliance officer.  Reported violations and other exceptions to this Policy detected through internal monitoring will be provided to the business unit Chief Compliance Officer or his/her designee and the Personal Securities Trading/Mutual Fund Code of Ethics Committee (“Committee”).  The Committee, comprised of business unit executives, compliance and human resource personnel, will review all violations of this Policy.  The Committee will determine any sanctions or other disciplinary actions that may be deemed appropriate.

O. Reports to Clients

The Board of Directors/Trustees of any investment company client will be provided, as requested by client or otherwise required by regulation, with an annual report which at a minimum:

•Certifies that the investment adviser/portfolio management unit has adopted procedures reasonably necessary to prevent its Access Persons from violating this policy;

•Summarizes existing procedures concerning personal investing and any changes in the procedures made during the preceding year;

•Identifies material violations of this policy and sanctions imposed in response to those violations; and

•Identifies any recommended changes in existing restrictions or procedures based upon experience under the policy, evolving industry practices, or developments in applicable laws and regulations.

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

The following restrictions and requirements apply to all accounts in which GPSI Access Persons have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.4.

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1.  Initial Public Offerings

GPSI Access Persons must preclear purchases of initial public offerings of securities.  For purposes of this policy, “initial public offerings of securities” do not include offerings of government or municipal securities.  See Exhibit 8 for a copy of the preclearance request form.

2.  Private Placements

GPSI Access Persons are prohibited from personally acquiring any securities in a private placement without express prior approval.  Such approval must be obtained from the business unit compliance officer, based on a determination that no conflict of interest is involved.  See Exhibit 8 for a copy of the preclearance request form.

3.  Restricted Lists

GPSI Access Persons are restricted from purchasing or selling securities of the issuers on the GPSI Restricted List.  This restriction applies to all accounts in which the associate is deemed to have a beneficial interest as listed above.  GPSI Access Persons who hold GSPI Restricted List securities prior to the institution of this policy, becoming a GPSI Access Person or being placed on the GPSI Restricted List must obtain written approval from their business unit compliance officer prior to the sale of such securities.

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VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS

A. Background

The Advisers Act governs activities of officers, directors and employees of registered investment advisers.  These rules set forth specific requirements relating to conflicts of interest and personal securities trading activity.

Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics designed to prevent fraud by reinforcing fiduciary principles that govern the conduct of investment advisory firms and their personnel.  In addition, the code must set forth specific requirements relating to personal trading activity including reporting transactions and holdings.

The code of ethics applies to all Supervised Persons of the adviser, including all “Access Persons” of the adviser.  Under the rules, “Access Persons” are considered employees of the adviser who have access to client recommendations and trading activity.  Based on this definition, Private-Side Associates (excluding employees of PMCC) would be considered “Access Persons” and be subject to the requirements of the rules due to their access to investment advisory client recommendations and trading activity.  In addition, employees of Prudential Real Estate Fixed Income Investors (“PREFII”) are considered Supervised Persons under the rules.

The Investment Adviser Code of Ethics (“Code”), as adopted by Prudential’s registered investment advisers, includes the Personal Securities Trading Policy and the Statement of Policy Restricting Communication and the Use of Issuer-Related Information by Prudential Investment Associates (“Chinese Wall Policy”).  Employees identified as Supervised Persons must comply with the Code, including this Policy.  Compliance is responsible for notifying each individual who is subject to the Code.  Sections II and VI of this Policy set forth the requirements that are intended to enable Private-Side Associates to comply with Rule 204A-1.

B. Conflicts of Interest

Prudential holds its employees to the highest ethical standards.  Maintaining high standards requires a total commitment to sound ethical principles and Prudential’s value.  It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient.  Management must make the Company’s ethical standards clear.  At every level, associates must set the right example in their daily conduct.  Moreover, associates are encouraged to understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.

All Private-Side Associates must act in accordance with the following general principles:

•It is the duty at all times to place the interests of investment advisory clients and investment company shareholders first.

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•Private Side Associates should scrupulously avoid serving their own personal interests ahead of clients’ interests in any decision relating to their personal investments.

•All personal securities transactions must be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility.

•Private-Side Associates must not only seek to achieve technical compliance with this Policy, but should strive to abide by its spirit and the principles articulated herein.

•Private-Side Associates may not take inappropriate advantage of their positions.

•Private-Side Associates must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of clients or shareholder, including, but nor limited to the receipt of unusual investment opportunities, perquisites, or gifts of more than de minimis value from persons doing or seeking business with their portfolios.

•Private-Side Associates may not bunch a personal order with a client order.

•Private-Side Associate may not conduct personal business with brokers who execute trades for their portfolios.

C. Requirements of Private-Side Associates

In addition to the personal securities trade reporting requirements set forth in Section II of this Policy, all associates of Private Asset Management units of Prudential Investment Management (“PIM”) are subject to certain trading restrictions as set forth below.  The Private Asset Management units of PIM are as follows:  Prudential Capital Group (“PCG”), Prudential Real Estate Investors (“PREI”), Global Real Estate Private Equity (“GREPE”) and Prudential Mortgage Capital Company (“PMCC”).  These individuals are referred to as Private-Side Associates throughout this Policy.

The following restrictions and requirements apply to all accounts in which Access Persons and Investment Personnel have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.4.

Such restrictions apply to transactions in any securities accounts for which the associate maintains a beneficial interest, including the following:

•Personal accounts;

•Joint or tenant-in-common accounts in which the associate is a participant;

•Accounts for which the associate acts as trustee, executor or custodian;

•Accounts in which the associate’s spouse has a beneficial interest;

•Accounts in which the associate’s minor children or any dependent family member has a beneficial interest;

•Accounts over which the associate exercises control or has any investment discretion; and

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•Accounts of any individual to whose financial support the associate materially contributes.

D. Private Side Monitored List & Global Real Estate Monitored List

Under Prudential’s Chinese Wall Policy, the Private Asset Management units are required to maintain a Private-Side Monitored List (“PSML”) containing the names of publicly-traded issuers about which they possess material nonpublic information.  In addition, due to a recently approved Chinese Wall Policy exception, GREPE is required to maintain its own Global Private-Side Monitored List (“Global PSML”).   All Private-Side Associates, with the exception of GREPE employees, are restricted from purchasing or selling securities of the issuers on the PSML.  Similarly, GREPE employees are restricted from purchasing or selling securities of the issuers on the Global PSML.  These restrictions apply to all accounts in which the associate is deemed to have a beneficial interest as listed above.

Associates should not, however, provide the PSML or the Global PSML to individuals outside of their business unit.  The associate should instruct individuals who exercise control or have investment discretion over an account in which the associate has a beneficial interest to check with the associate prior to purchasing or selling any security for such account to ensure that no trade is placed in a security on the PSML or the Global PSML.

If the security is on the PSML or the Global PSML, respectively, the associate should instruct the individual exercising control over the account that he or she is prohibited from trading the security because of his or her employment with Prudential.  In the case of a discretionary account with a brokerage firm, the preceding rule does not apply and the associate must not disclose any security or issuer with the broker in advance of any trade.  In addition, a copy of the signed discretionary account agreement should be sent to the Securities Monitoring Unit.

Associates of Private Asset Management units may not advise a person not employed by Prudential, or a Prudential employee on the Public-Side of the Chinese Wall that a security is restricted because Prudential is in possession of material nonpublic information.

E. Investment Clubs

All associates of Private Asset Management units are prohibited from participating in investment clubs.

F. Mutual Fund Reporting and Trading Restrictions

Private-Side Associates are prohibited from market timing any proprietary mutual funds, as well as non-proprietary funds subadvised by Prudential, and must comply with any trading restrictions established by Prudential and its clients to prevent market timing of these funds.

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To deter the market timing in proprietary and non-proprietary funds subadvised by Prudential, certain officers of PIM are required to hold any proprietary or non-proprietary subadvised mutual funds for a period of 90 days.(34)  Private-Side Associates are also required to report mutual fund transactions covered under this policy as described below.

1. Mutual Fund Holding Period

Certain officers of PIM are required to hold proprietary and non-proprietary subadvised mutual funds, excluding money market funds or the Dryden Ultra Short Bond Fund, purchased for a period of 90 days.(35)   Proprietary funds include JennisonDryden, Strategic Partners, Target, and American Skandia Advisor Funds (“American Skandia Funds”).  Non-proprietary subadvised funds are defined in Exhibit 7.  Specifically, affected officers are prohibited from executing a purchase and a sale of the same proprietary or non-proprietary subadvised mutual fund during any 90-day period.(36)  This restriction applies to accounts for these officers have a direct or indirect beneficial interest, including household members. See Section II.C.4.  Profits realized on such transactions must be disgorged to the applicable mutual fund or client, or as otherwise deemed appropriate by the Personal Securities Trading/Mutual Fund Code of Ethics Committee (“Committee”).(37),(38)

2. Policies Relating to Reporting and Trading Mutual Funds

Private-Side Associates are required to report all transactions of proprietary and non-proprietary subadvised mutual funds.  This requirement applies to accounts for which Private-Side Associates have a direct or indirect beneficial interest, including household members.  See Section II.C.4.

Private-Side Associates may hold and trade proprietary and non-proprietary subadvised mutual funds only through one of the authorized broker/dealers, directly with Prudential Mutual Fund Services (“PMFS”), or the Prudential Employee Savings Plan (“PESP”).(39)  However, non-proprietary subadvised funds may be traded directly with the fund provided that duplicate account statements and trade confirmations are sent directly to the Securities Monitoring Unit.  For non-proprietary subadvised funds, Private-Side Associates must notify fund complexes within 10 business days of receipt of this policy requesting that duplicate statements and confirmations be forwarded to the Securities

(34)  Public-Side Investment Personnel and other individuals who are specifically notified are also subject to the 90-day mutual fund holding period.

(35)  These officers will be identified by the President of PIM in consultation with the PIM Chief Compliance Officer.  The PIM Chief Compliance Officer will be responsible for maintaining the list and submitting any changes to the Securities Monitoring Unit of the Compliance Department. 

(36)  For the Prudential Employee Savings Plan, only exchanges of proprietary and non-proprietary subadvised funds are subject to the 90-day holding period.  Purchases due to automatic payroll deductions and company match and automatic rebalancing transactions are exempt from this requirement.

(37)  The Committee evaluates violations of the Policy and determines appropriate disciplinary action. 

(38)  Discipline and sanctions relating to violations occurring in the Prudential Employee Savings Plan or the Jennison Savings or Pension Plans will be determined separately by the Personal Securities Trading/Mutual Fund Code of Ethics Committee. 

(39)  Mutual fund transactions executed through PMFS and PESP will be sent to the Securities Monitoring Unit through a daily electronic trading feed.

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Monitoring Unit.  Investment elections or transactions executed in the executive deferred compensation plans are not subject to this requirement.(40)

Private-Side Associates must notify the Securities Monitoring Unit of any mutual fund accounts, including accounts of all household members, held directly with the fund for all non-proprietary subadvised mutual funds.  In addition, Private-Side Associates must contact these funds to request that duplicate statements and confirmations of mutual fund trading activity be sent to the Securities Monitoring Unit.  A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy.

D. Personal Securities Holdings

Within ten days of becoming a Private-Side Associate, and thereafter on an annual basis, Private-Side Associates (other than disinterested directors/trustees) must disclose personal securities holdings, including all holdings of private securities (e.g., limited partnership interests, private placements, etc.) and all holdings of proprietary and non-proprietary subadvised mutual funds, excluding money market funds and the Dryden Ultra Short Bond Fund.  Holdings Reports must include information that is current within the previous 45 days of becoming an Access Person or submitting the annual Holdings Report.  (See Exhibit 5 for the Holdings Report Form.)

E. Private Placements

Private-Side Associates are prohibited from personally acquiring any securities in a private placement without express prior approval.  Such approval must be obtained from the local business unit head in consultation with the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved.

Private-Side Associates must disclose their private placement holdings to the business unit compliance officer and the business unit’s chief investment officer when the Private-Side Associate plays a part in the consideration of any investment by the portfolio in the issuer.  In such circumstances, the portfolio’s decision to purchase securities of the issuer will be subject to independent review by appropriate personnel with no personal interest in the issuer.  See Exhibit 8 for a copy of the preclearance request form.

F. Initial Public Offerings

Private-Side Associates must preclear all purchases of initial public offerings of securities.  For purposes of this policy, “initial public offerings of securities” do not include offerings of government or municipal securities.  See Exhibit 8 for a copy of the preclearance request form.

(40)  Prudential’s deferred compensation plans (including The Prudential Insurance Company of America Deferred Compensation Plan) are not susceptible to market timing due to the fact that the plans only permit one transaction per month.  Therefore, transactions in these plans are exempt from both the 90-day holding period and reporting requirements.

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G. Additional Restrictions for Certain Units

1. Real Estate Units

To ensure compliance with ITSFEA and to prevent actual and apparent conflicts of interest in the Private Asset Management Real Estate units, all associates of PREI, PMCC and GREPE who are located in the U.S. (and functional associates who are co-located with PREI) are prohibited from purchasing interests in publicly-traded real estate investment trusts (“REITs”) and real estate-related securities.

PIM Compliance maintains a list of real estate security issuers in the PIM Compliance Library, accessible via Lotus Notes.  Please note however, that this prohibition applies to all REITs and real estate-related securities, whether they are on the list or not.

Associates who hold REIT securities or real estate securities prior to the institution of this policy or joining PREI, PMCC or GREPE must obtain written approval from PIM Compliance prior to the sale of such securities.  Associates of the Private Asset Management Real Estate units will be permitted to purchase shares of open-end mutual funds that invest in REITs or real estate securities.

2. Prudential Capital Group

To insure compliance with ITSFEA and to prevent actual or apparent conflicts of interest in PCG, all associates of PCG (and functional associates who support PCG) are prohibited from purchasing securities of companies listed on PCG’s 90 Day Pricing Summary Update for Public Companies (90 Day Pricing List).  In addition, PCG employees who have access to information about investment advisory client transactions and holdings involving public securities are prohibited from trading the securities of those publicly traded issuers.

PIM Compliance maintains the PCG 90-day Pricing list in the PIM Compliance Library, accessible via Lotus Notes.

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VII. POLICY FOR PRUDENTIAL EQUITY GROUP, INC.

A. Associated Persons’ Securities Accounts

1. Trade Monitoring at PEG

In addition to the requirements of ITSFEA and the NASD Conduct Rules, PEG is required by New York Stock Exchange rules to review transactions in all accounts of its associated persons and their family members.  To ensure compliance with these requirements, PEG associates are prohibited from opening or maintaining any  “employee account or employee-related account,” as defined below, at a firm other than the following authorized broker-dealers: Wachovia Securities, Charles Schwab, E*Trade and Fidelity Investments.  (Note: Monitored employees of other Prudential business groups may also open accounts with Pruco Securities and Merrill Lynch.  These options are not available to PEG associates.)  Prudential has arranged to obtain electronic feeds of all trading data in accounts with the authorized firms.  In addition, paper monthly statements must also be submitted to PEG Compliance.

Exceptions to this policy will be granted only in unusual circumstances.  Any exception to this policy requires the prior written approval of the associate’s supervisor and the PEG Compliance Department.  In those cases where accounts are approved to be held at an unauthorized firm, the Compliance Department will make arrangements to have duplicate copies of all confirmations and monthly statements sent to the associate’s supervisor and the Compliance Department.  Exceptions may be granted for “employee-related accounts” in rare circumstances where the employee can demonstrate that he or she has no financial interest in such account.

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

“Employee accounts” include the following securities and/or commodities accounts:

•Any personal account of an employee;

•Any joint or tenant-in-common in which the employee is a participant;

•Any account for which the employee acts as the trustee, executor or custodian;

•Any account over which the employee has investment discretion or otherwise can       exercise control (other than non-related client’s accounts over which associates have investment discretion – Note: PEG trading personnel are not permitted to exercise discretion over client accounts); and

•Any other account in which an employee is directly or indirectly financially interested.

“Employee-related accounts” include the following securities and/or commodities accounts:

•Accounts of the employee’s spouse;

•Accounts of the employee’s minor and/or any dependent family members; and

•Accounts of any individual to whose financial support the employee materially contributes.

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C. Investment Clubs

PEG sales, trading, research and/or investment associates are not permitted to participate in Investment Clubs.  Other associates must contact the PEG Compliance Department if they wish to participate in an Investment Club.  An Investment Club account will be considered an Employee Account for purposes of this Policy and must be maintained at one of the authorized broker-dealers.

D. Personal Trading Restrictions

1. Purchases of Public Equity Offerings

All PEG associates must comply with NASD Rule 2790 as set forth in Section IV.B of this Policy.  This includes a prohibition on purchasing new equity offerings directly from a syndicate member.

2. Private Securities Transactions

In accordance with NASD Rule 3040, all associates of PEG must notify the PEG Compliance Department, in writing, and obtain written approval from the broker-dealer, prior to engaging in any private securities transaction.  Private securities transactions include, but are not limited to, transactions in unregistered offerings of securities, and purchases or sales of limited partnership interests.

3. Annual Compliance Training

The NASD/NYSE Joint Memorandum on Chinese Wall Policies and Procedures (NASD Notice to Members 91-45) provides that firms which do not conduct investment banking research or arbitrage activities still must have “reasonable procedures for the education and training of its associates about insider trading” in order to be in compliance with ITSFEA.  Consistent with this Notice, PEG covers insider trading issues with applicable associates as part of its annual training program.

4. 24 - Hour Research Report Restriction

PEG associates are prohibited from effecting transactions in a company’s securities when PEG initiates coverage of the company, or upgrades or downgrades a research opinion or recommendation.  This prohibition generally applies for a 24-hour period after the release of the research.  If the investing public has had time to receive and react to the release of the research report, the 24-hour restriction may be shortened by the Compliance Department.  The 24-hour rule becomes effective when the research is issued.

PEG associates are also prohibited from engaging in transactions in a security when the associate knows that a research report relating to the security is in preparation.

Securities subject to the 24-hour rule appear on PEG’s Restricted List.  Although only the symbol for the common stock may be indicated on the Restricted List, all related

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securities (including common and preferred stock, convertibles, options, warrants and rights) of the companies listed (and debt securities, if indicated) are subject to restriction.

E. Restricted List

PEG’s Restricted List is a confidential list of securities that are subject to certain research, sales and trading restrictions.  Securities may be placed on the Restricted List for a variety of reasons designed to ensure compliance with regulatory requirements and Company policy.  For example, as stated above, securities that are subject to the 24-hour rule are placed on the Restricted List.  Employees may not purchase or sell securities for their personal accounts if such transactions are prohibited by the Restricted List.  Although only the symbol for the common stock may be indicated on the Restricted List, all securities from the same issuer (including common and preferred stock, convertibles, options, warrants and rights of the companies listed (and debt securities, if indicated)) are subject to restriction.

F. Additional Trading Restrictions for Certain PEG Departments

1. Trading Restrictions

a. Research Department

Personal trading by Research Analysts is subject to the requirements and restrictions set forth in the Equity Research Manual available on the Compliance page of the Capital Markets Intranet site.  http://psibranch.cs.prusec.com/complian/capital.htm.  All questions should be referred to the PEG Compliance Department.

b. Trading Department

Trading Department associates must preclear trades of all equity securities.

For securities over which the Trading Department has trading or market-making responsibility, an employee of the Trading Department may not sell any such security that (s)he has purchased within the prior 30 calendar days or purchase any such security that (s)he had sold within the prior 30 calendar days.  Under very limited circumstances, exceptions to this 30-day holding period may be granted by obtaining prior written approval from the Compliance Department.

2. Preclearance Procedures

All requests for preclearance must be submitted to the Business Unit head and PEG Compliance for approval.  All approved orders must be executed by the close of business on the day preclearance is granted.

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EXHIBITS

Exhibit 1 – Sample Letter to Brokerage Firm

TO:Broker-Dealer

RE:Account #:

Date of Establishment:

Dear Sir/Madam:

Please furnish to Prudential Financial, Inc. (“Prudential”), copies of all trade confirmations and account statements with respect to all transactions for the above listed account(s).  Please include all transactions in shares of unit investment trusts and all closed-end mutual funds.

Copies of these confirmations and statements should be sent to Prudential, as trades are effected, addressed as follows:

Prudential Financial, Inc.

Compliance Department

P.O. Box 919

Newark, NJ  07101-9998

This request is being made pursuant to Rule 3050 of the Conduct Rules of the NASD and/or Rule 204-2(a) of the Investment Advisers Act, as applicable.

Very truly yours,

cc:Ellen McGlynn Koke,

Vice President, Securities Compliance

Compliance Department

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Exhibit 2 – Acknowledgment of the Personal Securities Trading Policy

For employees required to report their transactions in SMARTS as described in Section II of this policy, please complete the following acknowledgment and send it to:

Prudential Financial, Inc.

Compliance Department

P.O. Box 919

Newark, NJ  07101-9998

I have read and understand the Personal Securities Trading Policy and have and will continue to comply in all respects with the rules contained therein.

I confirm that I have instructed in writing all brokers for all securities accounts in which I maintain a beneficial interest, as described immediately below, to send duplicate copies of all confirmations covering any transactions as trades are effected and all account statements to the address listed above.  I understand that for accounts maintained at Charles Schwab, E*Trade, Merrill Lynch, Fidelity Investments, Pruco Securities, or Wachovia Securities, I do not need to contact these brokers in writing.  Beneficial interest includes the following:

•personal accounts;

•accounts in which my spouse has a beneficial interest;**

•accounts in which my minor children or any dependent family member has a beneficial interest;**

•joint or tenant-in-common accounts in which I am a participant;

•accounts for which I act as trustee, executor or custodian;

•accounts over which I exercise control or have investment discretion; and

•accounts of any individual to whose financial support I materially contribute.

** Due to certain international laws, employees located in Japan are not required to disclose or report information regarding accounts for which a spouse, dependent family member and/or minor child has a beneficial interest.

Set forth below (and on accompanying pages if necessary) is a list of all such accounts (including Charles Schwab, E*Trade, Merrill Lynch, Fidelity Investments, Pruco Securities, and Wachovia Securities) including the individual holding the account, the social security number of that individual, the name of the institution, and the account number.  I understand that I must promptly advise the Compliance Department of any change in this information.  I understand that if I have been classified as a Covered or Access Person that in the event circumstances change for an account for which I have been granted an exception to maintain at a non-authorized brokerage firm, I must notify the Compliance Department immediately and request that the account be reviewed in light of the changed circumstances.

Full Name of Employee	Business Unit/Location
Signature	Date
Social Security Number of Employee

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List of all Accounts

Name of Individual Social Security Number Name of Institution Account Number

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Exhibit 3 – Compliance and Reporting of Personal Transactions

Investment Category/ Method	Sub-Category	Reportable (Yes/No)	Comments
Bonds	ABS Agency CMO’s Convertibles Corporates MBS Municipals Public Offerings Treasury Bills, Notes, Bonds	Yes Yes Yes Yes Yes Yes Yes Yes No
Stocks (Purchases and sales of Individual Stocks)	Common Optional Dividend Reinvestments Preferred Public Offerings (Initial & Secondary) Rights Warrants Automatic Dividend Reinvestments	Yes Yes Yes Yes Yes Yes No
Private Placements		Yes
Limited Partnerships		Yes
Open End Mutual Funds	Proprietary Non Proprietary Prudential Financial, Inc. Common Stock Fund	No No Yes	Transactions of the Prudential Financial, Inc. Common Stock Fund executed in the PESP plan are fed electronically to SMARTS.
Open End Mutual Funds – For Investment Personnel, Access Persons and Private-Side Associates	Proprietary Non-Money Market Non-proprietary subadvised Non-Money Market Proprietary and Non-Proprietary Off-Shore Funds Money Market Funds Non Affiliated	Yes Yes Yes No No	Proprietary Funds include JennisonDryden, Strategic Partners, Target, and American Skandia Advisor funds. A list of non -proprietary subadvised funds can be found in Exhibit 7.
Closed End Mutual Funds & Unit Investments Trusts	Affiliated Mutual Funds Affiliated Unit Investment Trusts Non-Affiliated Mutual Funds Non-Affiliated Unit Inv. Trusts	Yes Yes Yes Yes
Derivatives	Any Exchange Traded, NASDAQ, or OTC Option or Future Including But not Limited To: Security Futures All other Futures (Including Financial Futures) Options on Foreign Currency Options on Futures Options on Indexes Options on Securities	Yes No Yes Yes Yes Yes
Foreign Currency		No	Exchanges made for personal travel are not reportable.
Commodities	Other Commodities	No

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Annuities & Life Insurance Contracts w/Investment Components (e.g. Variable Life)	Affiliated Non Affiliated	Yes** Yes**	** Investment Personnel, Access Persons and Private-Side Associates must report transactions of both affiliated and non-affiliated variable life and annuities contracts where the underlying investment components invest in proprietary and/or subadvised non-proprietary mutual funds. In addition, any underlying sub-account transactions are also reportable.
Bonuses Prudential Employees	Shares or Options received as part of Compensation	Yes	Prudential employee stock or option bonus awards are electronically reported to the Securities Monitoring Unit.
(Non-Pru Employee/ Household Member)	Shares or Options received as part of Compensation	No	For Non-employee stock or option bonus awards, the receipt is not reportable. However, the sale of stock or the exercise of an option is a reportable event.
Gifts Prudential securities All other gifts	Gifts given and received Given by Employee - Bonds and/or Stock Received by Employee - Bonds and/or Stock	Yes Yes No	For non-Prudential securities, a gift given to a charity is reportable, however, the receipt of a gift is not a reportable transaction under the Personal Securities Transaction Policy. Please see the Gift and Entertainment Policy for additional reporting requirements for gifts.

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Exhibit 4 – Index Options On a Broad-Based Index

TICKER SYMBOL	DESCRIPTION
DJX	Dow Jones Industrial (30) Average
GTC	GSTI (Goldman Sachs 178 Technology Companies)
MID	S&P Midcap 400 Open/Euro Index
MNX	CBOE Mini-NDX (1 tenth value of NDX Index)
NFT	MSCI Multinational Company Index (50 US Stocks)
NIK	Nikkei 300 Index CI/Euro
OEX	S&P 100 Close/Amer Index
RAG	Russell 3000 Growth
RAV	Russell 3000 Value
RDG	Russell MidCap Growth
RLG	Russell 1000 Growth
RLV	Russell 1000 Value
RMC	Russell MidCap
RMV	Russell Midcap Value
RUA	Russell 3000
RUI	Russell 1000 Index
RUJ	Russell 2000 Value
RUO	Russell 2000 Growth
RUT	Russell 2000 Open/Euro Index
SML	S&P Small Cap 600
SPL	S&P 500 Long-Term Close
SPX	S&P 500 Open/Euro Index
TXX	CBOE Technology Index (30 Stocks)
VRU	Russell 2000 Long-Term Index
XEO	S&P 100 Euro Style
ZRU	Russell 2000 L-T Open./Euro

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Exhibit 5 – Personal Securities Holdings Report

Reviewed by: Initials: Date:

Personal Securities Holdings Report

To:Jennifer Brown,

Securities Monitoring Unit

Compliance Department

From:		SS#:
Department:	Division:
Signed:	Date:

Listed below are all securities that I held, including those in which I had a direct or indirect beneficial interest, as of a date within the previous 45 days, as required by the Personal Securities Trading Policy and the Mutual Fund Code of Ethics.

DO WE NEED TO ADD TICKER/CUSIP AND TYPE OF SECURITY?

Public Securities

	Number	Principle
Title of Security	Of Shares	Amount	Broker/Dealer/Bank

Private Securities (e.g., limited partnerships, private placements).

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

This form is for preclearing transactions in Prudential securities.  Please include all requested information.  An associate from the Securities Monitoring Unit of the Compliance Department will review and respond to this request.  The response will indicate that your request has either been approved or denied.  A request is not considered approved until you receive a confirmation of approval from the Securities Monitoring Unit.  Preclearance is only valid until the close of the market on the day approval is granted.  Preclearance Forms should be faxed to the Securities Monitoring Unit at (973) 802-7454.

Part I – Information on Individual Requesting Preclearance:

Name:	Phone#:		Fax#:
Department:		Division:

In making this transaction, I understand it is my personal obligation under federal securities law not to trade securities of Prudential Financial, Inc. while in possession of material nonpublic information about the Company.  This obligation continues during open trading windows and even where I have had a trade precleared.

	[Employee’s
Signature]

If you have any questions, please contact Richard Baker from the Securities Monitoring Unit at (973) 802-6691.

Part II - Transaction Information:

Date: Number of Shares/Options:

Transaction Type:

Open Market Transactions
	Buy
	Sell*
Stock Option Exercises
	Cashless Exercise (Exercise and Sell all Options)
	Exercise & Sell to Cover (Exercise and Sell only enough shares to cover option cost and taxes)
	Exercise & Hold (Exercise options and hold shares – no sale involved)
PESP Transactions
	Exchange (into or out of Company Stock Fund)
	Allocation Change (Company Stock Fund)
	Catch-up Contribution (Company Stock Fund)
	Deferral Rate Change (Company Stock Fund)
	Disbursement (from Company Stock Fund)
	Loans (impacting Company Stock Fund)
Other Benefit Plan Elections
	Deferred Compensation Elections (impacting Company Stock Fund)
	MasterShare Elections (impacting Company Stock Fund)

Asset Type: Common Stock Employee Stock Option Company Stock Fund

* Do you currently hold securities to cover this transaction?              (Note that this question applies to all sales due to the fact that short sales are prohibited.)

Account in which transaction will take place:	Brokerage
Firm
	Account No.

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

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

Comments:

Part IV – Compliance/Law Response

Compliance Response:		APPROVED :
DENIED:	REVIEWER:		DATE/TIME:
Law Response (for Section 16 Insiders Only): APPROVED :				DENIED:	REVIEWER :
DATE/TIME:

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Exhibit 7 — Non Proprietary Subadvised Mutual Funds

PIM Subadvised Funds

SEI Institutional Investors Trust Fund

Jennison Subadvised Funds

AEGON/Transamerica Series Fund, Inc. – Jennison Growth

Allmerica Investment Trust – Select Growth Fund

Dreyfus Variable – Special Value

Harbor Fund - Harbor Capital Appreciation Fund

The Hirtle Callaghan Trust - - The Growth Equity Portfolio

ING Investors Trust – ING Jennison Equity Opportunities Portfolio

The MainStay Funds - - MainStay MAP Fund

Manufacturers Investment Trust – Capital Appreciation Trust

Metropolitan Series Fund, Inc. – Jennison Growth Portfolio

Ohio National Fund, Inc. – Capital Appreciation Portfolio

The Preferred Group of Mutual Funds - Preferred Large Cap Growth Fund

Scudder Focus Value Plus Growth Fund - Scudder Focus Value+Growth Fund

Scudder Variable Series II – SVS Focus Value+Growth Portfolio

Transamerica IDEX Mutual Funds – TA IDEX Jennison Growth

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

This form is for preclearing transactions in Initial Public Offering (IPO’s) and Private Placements for Access Persons and Private-Side Associates.  Please include all requested information and submit the form to your business unit compliance officer.  Your business unit compliance officer will review and respond to this request.  The response will indicate that your request has either been approved or denied.  A request is not considered approved until you receive a confirmation of approval from your business unit compliance officer.  Preclearance is only valid until the close of the market on the day approval is granted.

Part I – Information on Individual Requesting Preclearance:

Name:	Phone#:		Fax#:
Department:		Division:
Employee’s signature:

Part II - Transaction Information:

Date: Number of Shares/Options:

Transaction Type:

Initial Public Offering

Private Placement/Limited Partnership (A copy of the subscription agreement must be

submitted to the Securities Monitoring Group of the Compliance Department).

Name of Issuer:

Account in which transaction will take place:

Brokerage Firm

Account No.

Comments:

Part IV – Compliance/Law Response

Compliance Response:

APPROVED: DENIED: REVIEWER: DATE/TIME:

Business Unit Head Response (only required for Private-Side Associates):

APPROVED: DENIED: REVIEWER: DATE/TIME:

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EX-99.(Q)

Exhibit 99.q

Power of Attorney

The undersigned Directors, Trustees and Officers of the JennisonDryden Mutual Funds, the Strategic Partners Funds, The Prudential Variable Contract Accounts 10 and 11, The High Yield Income Fund, Inc., The High Yield Plus Fund, Inc. and The Target Portfolio Trust (collectively, the “Funds”), hereby constitute, appoint and authorize each of Marina Belaya, Claudia DiGiacomo, Deborah A. Docs, Katherine P. Feld, Kathryn C. Quirk, John P. Schwartz and Jonathan D. Shain, as true and lawful agents and attorneys-in-fact, to sign, execute and deliver on his or her behalf in the appropriate capacities indicated, any Registration Statements of the Funds on the appropriate forms, any and all amendments thereto (including pre- and post-effective amendments), and any and all supplements or other instruments in connection therewith, including Form N-PX, Forms 3, 4 and 5, as appropriate, to file the same, with all exhibits thereto, with the Securities and Exchange Commission (the “SEC”) and the securities regulators of appropriate states and territories, and generally to do all such things in his or her name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate to comply with the provisions of the Securities Act of 1933, section 16(a) of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, all related requirements of the SEC and all requirements of appropriate states and territories.  The undersigned do hereby give to said agents and attorneys-in-fact full power and authority to act in these premises, including, but not limited to, the power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agents and attorneys-in-fact would have if personally acting.  The undersigned do hereby approve, ratify and confirm all that said agents and attorneys-in-fact, or any substitute or substitutes, may do by virtue hereof.

/s/Linda W. Bynoe	/s/David E.A. Carson
Linda W. Bynoe	David E. A. Carson
/s/Robert F. Gunia	/s/Robert E. La Blanc
Robert F. Gunia	Robert E. La Blanc
/s/Douglas H. McCordindale	/s/Richard A. Redeker
Douglas H. McCorkindale	Richard A. Redeker
/s/Judy A. Rice	/s/Robin B. Smith
Judy A. Rice	Robin B. Smith
/s/Stephen G. Stoneburn	/s/Clay T. Whitehead
Stephen G. Stoneburn	Clay T. Whitehead
/s/Grace C. Torres
Grace C. Torres

Dated:    September 7, 2005