N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:	811-03623
Exact name of registrant as specified in charter:	The Prudential Series Fund
Address of principal executive offices:	Gateway Center 3,
	100 Mulberry Street,
	Newark, New Jersey 07102
Name and address of agent for service:	Deborah A. Docs
	Gateway Center 3,
	100 Mulberry Street,
	Newark, New Jersey 07102
Registrant’s telephone number, including area code:	973-367-7521
Date of fiscal year end:	12/31/2009
Date of reporting period:	12/31/2009

Item 1 – Reports to Stockholders –

ANNUAL REPORT DECEMBER 31, 2009

The Prudential Series Fund

n Conservative Balanced Portfolio

n Diversified Bond Portfolio

n Equity Portfolio

n Flexible Managed Portfolio

n Global Portfolio

n Government Income Portfolio

n High Yield Bond Portfolio

n Jennison Portfolio

n Money Market Portfolio

n Natural Resources Portfolio

n Small Capitalization Stock Portfolio

n Stock Index Portfolio

n Value Portfolio

Please note that inside is a Prospectus Supplement dated January 14, 2010.

This document is separate from and not part of the annual report.

0172024-00001-00

This report is one of several that provide financial information about certain investment choices available on variable life insurance and variable annuity contracts. Based on the variable contract you own or the portfolios you invested in, you may receive additional reports that provide financial information on those investment choices. Please refer to your variable life insurance or variable annuity contract prospectus to determine which portfolios are available to you.

This report must be preceded or accompanied by the current prospectuses for the Prudential Series Fund portfolios and the applicable variable life or annuity contract. The prospectuses contain information on the investment objectives, risks, and charges and expenses of the portfolios and the contract and should be read carefully.

The contract’s prospectus contains hypothetical performance illustrations that show the effect of various assumptions regarding the cost of insurance protection. You may also obtain a personalized illustration of historical performance that reflects the cost of your contract’s insurance protection.

A description of the Fund’s proxy voting policies and procedures is available, without charge, upon request. Owners of variable annuity contracts should call 888-778-2888 and owners of variable life insurance contracts should call 800-778-2255 to obtain descriptions of the Fund’s proxy voting policies and procedures. The description is also available on the website of the Securities and Exchange Commission (the “Commission”) at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available on the website of the Commission at www.sec.gov and on the Fund’s website.

The Fund files with the Commission a complete listing of portfolio holdings as of its first and third quarter-end on Form N-Q. Form N-Q is available on the Commission’s website at www.sec.gov or by visiting the Commission’s Public Reference Room. For more information on the Commission’s Public Reference Room, please visit the Commission’s website or call 1-800-SEC-0330. Form N-Q is also available on the Fund’s website at www.prudential.com or by calling the telephone numbers referenced above.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and is available without charge upon request by calling 888-778-2888.

This report may include financial information pertaining to certain portfolios that are not available through the variable life insurance policy or variable annuity contract that you have chosen. Please refer to your variable life insurance or variable annuity prospectus to determine which portfolios are available to you.

The Prudential Series Fund Table of Contents Annual Report December 31, 2009

n LETTER TO CONTRACT OWNERS

n MANAGEMENT REVIEW

n PRESENTATION OF PORTFOLIO HOLDINGS

n FEES AND EXPENSES TABLE

n FINANCIAL REPORTS

A1 Schedule of Investments and Financial Statements

B1 Notes to Financial Statements

C1 Financial Highlights

D1 Report of Independent Registered Public Accounting Firm

E1 Information about Trustees and Officers

This report may include financial information pertaining to certain portfolios that are not available through the variable life insurance policy or variable annuity contract that you have chosen. Please refer to your variable life insurance or variable annuity prospectus to determine which portfolios are available to you.

The Prudential Series Fund Letter to Contract Owners Annual Report December 31, 2009

n DEAR CONTRACT OWNER

Our primary focus at Prudential is to help investors achieve and maintain long-term financial success. Our Prudential Series Fund annual report outlines our efforts to reach this goal. We hope you find it informative and useful.

Prudential has been building on a heritage of success for more than 130 years, and the quality of our businesses and risk diversification has enabled us to manage effectively through volatile markets. We believe the array of our products provides a highly attractive value proposition to clients like you who are focused on financial security.

Your financial professional is your best resource to make the most informed investment decisions to help meet your needs. Together, you can build a diversified investment portfolio that aligns with your long-term financial goals. Diversification does not assure a profit or protect against loss in declining markets.

Thank you for selecting Prudential as one of your financial partners. We value your trust and appreciate the opportunity to help you achieve financial security.

Sincerely,

Stephen Pelletier

President,

The Prudential Series Fund

January 29, 2010

PRESIDENT

STEPHEN PELLETIER

The Prudential Series Fund, Conservative Balanced Portfolio Subadvised by:  Prudential Investment Management, Inc., Quantitative Management Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year
Portfolio	20.01	%	2.72	%	2.68	%
Blended Index	15.72		2.77		2.63
S&P 500 Index	26.47		0.42		-0.95

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS

Portfolio inception: 5/13/1983. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Conservative Balanced Portfolio rose 20.01%.

Quantitative Management Associates, LLC runs the Portfolio whose objective is total return consistent with a conservatively managed diversified portfolio. The Portfolio is diversified across a combination of equity and equity-related securities, debt obligations, and money market instruments.

A scorching broad-based rally in global equity markets began in March 2009 and continued during the year as global economic conditions improved. Developed market equities outperformed the U.S. stock market partially due to a weakening greenback. In the United States, mid-cap stocks and the growth style of investing led gains. Emerging market stocks were the stars, returning nearly 79% overall in U.S. dollar terms as investors increasingly sought riskier assets in pursuit of higher returns.

In the fixed-income markets, yield-hungry investors favored riskier debt securities encouraged by improving global economic conditions and the low interest-rate environment, among other factors. This preference for riskier assets, supply pressures that emerged as a flood of U.S. Treasury securities were issued to fund the federal deficit and stimulus programs, and renewed inflation fears pressured the U.S. Treasury market, which ended the year in the red.

The Portfolio outperformed the blended index because it maintained a slightly larger exposure to equities than the guideline weight of 50%. The Portfolio also benefited from a fixed-income strategy that emphasized investment-grade corporate bonds, commercial mortgage-backed securities, emerging market bonds, and certain other types of debt securities that carry greater credit risk than ultra safe U.S. Treasuries, which are backed by the federal government. These riskier bond markets posted strong gains in 2009 that easily outperformed the Barclays Capital U.S. Aggregate Bond Index.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

Blended Index consists of S&P 500 Index (50%), Barclays Capital U.S. Aggregate Bond Index (40%), an unmanaged index comprised of more than 5,000 government and corporate bonds, and 3-Month T-Bill Index (10%), an unmanaged market value-weighted index of investment grade fixed rate public obligations of the U.S. Treasury with maturities of 3 months, excluding zero coupon strips. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Diversified Bond Portfolio Subadvised by:  Prudential Investment Management, Inc. December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year
Portfolio	20.51	%	5.92	%	6.64	%
Barclays Capital U.S. Aggregate Bond Index	5.93		4.97		6.33

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS

Portfolio inception: 5/13/1983. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Diversified Bond Portfolio rose 20.51%.

The U.S. government and the Federal Reserve took steps to steady the nation’s financial system and stimulate the economy. Both had been hurt by a protracted credit crisis. The financial system began to heal in 2009 and the economy began to tentatively emerge from the so-called “Great Recession,” even though job losses continued to climb. The favorable developments boosted investor confidence in bonds with greater credit risk than U.S. Treasury securities. Riskier bonds were also sought for their attractive yields in the low interest-rate environment. Most notably, prices soared on high yield corporate “junk” bonds, while the Treasury market ended 2009 in the red.

Prudential Fixed Income, which is part of Prudential Investment Management, Inc., runs the Portfolio, which outperformed the Barclays Capital U.S. Aggregate Bond Index (the Index) primarily because it had a larger exposure than the Index to investment-grade corporate bonds, commercial mortgage-backed securities, and asset-backed securities. Each of these markets beat the Index in 2009. In addition to support provided by generally improving economic conditions, corporate bonds gained as many firms strengthened their balance sheets. One initiative that aided the financial system was the Term Asset Backed Securities Loan Facility (TALF), which provides loans on favorable terms to investors who buy high-quality bonds backed by cash flows from credit cards, commercial mortgages, or certain other types of loans and leases. Sales of these bonds help keep credit flowing to businesses and consumers. TALF and a related initiative encouraged a rally in asset-backed securities, residential mortgage-backed securities not guaranteed by federal agencies, and commercial mortgage-backed securities.

The Portfolio had smaller exposures than the Index to Treasury securities, federal agency debt securities, and mortgage-backed securities guaranteed by Ginnie Mae, Fannie Mae, and Freddie Mac. This worked well because each of these markets trailed the Index in 2009. The Portfolio had a larger exposure than the Index to emerging market bonds, which also worked well as this market outperformed the Index.

The Portfolio benefited from its exposure to two riskier markets not included in the Index. It held high yield corporate bonds and leveraged bank loans, both of which beat the Index. Leveraged bank loans are generally considered a more conservative type of investment than high yield bonds because, in most cases, a bankrupt firm will pay off its leveraged loan before it pays off its high yield bonds.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

Barclays Capital U.S. Aggregate Bond Index is an unmanaged index comprised of more than 5,000 government and corporate bonds. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Equity Portfolio Subadvised by:  Jennison Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year
Portfolio: Class I	38.17	%	3.23	%	1.91	%
Portfolio: Class II	37.58		2.82		1.50
Russell 1000® Index	28.43		0.79		-0.49
S&P 500 Index	26.47		0.42		-0.95

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS¹

Portfolio (Class I) inception: 5/13/1983. Portfolio (Class II) inception: 5/4/1999. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted.

The Russell 1000^® Index is a trademark/service mark of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Equity Portfolio Class I shares rose 38.17%, while the Class II shares rose 37.58%, significantly outperforming the S&P 500 Index (the Index). The investment objective of this Portfolio is long-term growth of capital.

Every sector was a source of positive relative performance, and stock selection nearly across the board drove the Portfolio’s strong performance. The top 10 contributors came from seven different sectors.

Positions in information technology benefited absolute performance most. An overweight stance in the sector was the primary driver of outperformance. Energy positions also bolstered overall performance. Jennison remains bullish on the long-term supply/demand imbalances for oil and natural gas, and prefers exploration and production companies with organic production and reserve growth because they have the highest leverage to rising oil/gas prices. The investment team also seeks exploration and production companies with low per-barrel operating costs. The Portfolio substantially outperformed in financials and its underweight stance also added to performance relative to its benchmark, the S&P 500 Index.

Industrials was the one sector that detracted from absolute return. However, the Portfolio’s smaller exposure to the sector resulted in positive relative performance.

From the depths of their March lows, equity markets have posted impressive rebounds, with most indexes gaining 50% or more through year-end. Corporate profits, which have been much better than were thought possible at the beginning of 2009, largely due to workforce and inventory reductions, have provided much of the fuel for this recovery in equities. Favorable interest rate and liquidity conditions have been instrumental in spurring the rally, as well. With these tailwinds in place, there is reason to be optimistic that further gains lie ahead in 2010. Yet significant challenges remain, including high unemployment, still-weak housing markets, and probable increases in tax rates. Against this backdrop, Jennison remains cautiously optimistic.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

¹ The graph is based on the performance of Class I shares. Performance of Class II shares will be lower due to differences in the fee structure. Class II shares have associated 12b-1 and administrative fees at an annual rate of 0.25% and 0.15%, respectively, of the average daily net assets of the Class II shares.

Russell 1000^® Index is a market cap-weighted index that measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Flexible Managed Portfolio Subadvised by:  Prudential Investment Management, Inc., Quantitative Management Associates, LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year
Portfolio	19.95	%	2.30	%	2.22	%
Blended Index	18.08		2.42		2.07
S&P 500 Index	26.47		0.42		-0.95

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS

Portfolio inception: 5/13/1983. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Flexible Managed Portfolio rose 19.95%.

Quantitative Management Associates, LLC runs the Portfolio whose objective is total return consistent with an aggressively managed diversified portfolio. The Portfolio is diversified across a combination of equity and equity-related securities, debt obligations, and money market instruments.

A scorching broad-based rally in global equity markets began in March 2009 and continued during the year as global economic conditions improved. Developed market equities outperformed the U.S. stock market partially due to a weakening greenback. In the United States, mid-cap stocks and the growth style of investing led gains. Emerging market stocks were the stars, returning nearly 79% overall in U.S. dollar terms as investors increasingly sought riskier assets in pursuit of higher returns.

In the fixed-income markets, yield-hungry investors snapped up riskier debt securities encouraged by improving global economic conditions and the low interest-rate environment, among other factors. This preference for riskier assets, supply pressures that emerged as a flood of U.S. Treasuries were issued, and renewed inflation fears pressured the U.S. Treasury market, which ended the year in the red.

The Portfolio outperformed the blended index because it maintained a slightly larger exposure to equities than the guideline weight of 60%. The Portfolio also benefited from a fixed-income strategy that emphasized investment-grade corporate bonds, commercial mortgage-backed securities, emerging market bonds, and certain other types of debt securities that carry greater credit risk than ultra-safe U.S. Treasury securities, which are backed by the federal government. These riskier bond markets posted strong gains in 2009 that easily outperformed the Barclays Capital U.S. Aggregate Bond Index.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

Blended Index consists of S&P 500 Index (60%), Barclays Capital U.S. Aggregate Bond Index (35%), an unmanaged index comprised of more than 5,000 government and corporate bonds, and 3-Month T-Bill Index (5%), an unmanaged market value-weighted index of investment grade fixed rate public obligations of the U.S. Treasury with maturities of 3 months, excluding zero coupon strips. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Global Portfolio Subadvised by:  LSV Asset Management, Marsico Capital Management, LLC, Quantitative Management Associates LLC, T. Rowe Price
Associates, Inc., William Blair & Company LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year
Portfolio	31.39	%	2.85	%	-1.52	%
MSCI World Index (GD)	30.79		2.57		0.23

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS

Portfolio inception: 9/19/1988. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Global Portfolio rose 31.39%.

The Portfolio is co-managed by four specialist firms: Marsico Capital Management (Marsico), T. Rowe Price Associates, Inc. (T. Rowe Price), William Blair & Company, LLC (William Blair), and LSV Asset Management (LSV). The Portfolio seeks growth of capital over the long term by investing in growth and value stocks of large companies in the United States and abroad.

A scorching broad-based rally in global equity markets began in March 2009 and continued during the year as global economic conditions improved. Developed market equities outperformed the U.S. stock market due partially to a weakening greenback. In the United States, mid-cap stocks and the growth style of investing led gains. Emerging market stocks were the stars, returning nearly 79% overall in U.S. dollar terms as investors increasingly sought riskier assets in pursuit of higher returns.

The Portfolio outperformed the MSCI World Index due to the strong relative performances of three of its portions versus their respective style-specific benchmark indexes. The U.S. large-cap value portion managed by T. Rowe Price outperformed its style-specific benchmark index driven by stock selection in the financials and industrials sectors. The T. Rowe Price portion also benefited from an overweight in the technology sector. An overweight in consumer discretionary and an underweight in utilities also aided relative results.

The LSV portion, which invests in international large-cap value stocks, outperformed its style-specific benchmark index largely because the attributes of its “deep value” investment style, including low price-to-earnings (P/E) and price-to-book (P/B) ratios and high dividend-yield stocks, were rewarded in 2009. The LSV portion also benefitted from strong stock selection in the industrials, consumer discretionary, and technology sectors.

The portion managed by William Blair, which invests in international mid- and large-cap growth stocks, outperformed its style-specific benchmark index largely due to country allocations. Exposure to emerging markets nations Brazil and South Africa boosted performance as they returned more than 100% and 50% respectively in U.S. dollar terms. An underweight in Japanese stocks also benefited performance as Japan was the worst performing developed market.

The Marsico portion, which invests in U.S. large-cap growth stocks, was the only one that underperformed its style-specific benchmark index. Most of its underperformance was driven by sector exposures, notably an overweight position in the financials sector, banks in particular, and an underweight to technology.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

MSCI World Index (GD) - The Morgan Stanley Capital International World Index is an unmanaged capitalization weighted index which includes the equity markets of Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, United Kingdom and United States. The GD version does not reflect the impact of withholding taxes on reinvested dividends. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Government Income Portfolio Subadvised by:  Prudential Investment Management, Inc. December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year
Portfolio	7.71	%	4.78	%	6.18	%
Barclays Capital Government Bond Index	-2.20		4.87		6.17

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS

Portfolio inception: 5/1/1989. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Government Income Portfolio rose 7.71%.

The U.S. government and the Federal Reserve took steps to steady the nation’s financial system and stimulate the economy. Both had been hurt by a protracted credit crisis. The financial system began to heal in 2009 and the economy began to tentatively emerge from the so-called “Great Recession,” even though job losses continued to climb. The favorable developments boosted investor confidence in bonds with greater credit risk than U.S. Treasury securities. Riskier bonds were also sought for their attractive yields in the low interest-rate environment. Therefore, prices climbed on debt securities such as corporate bonds, while the U.S. Treasury market ended 2009 in the red.

Prudential Fixed Income which is part of Prudential Investment Management, Inc., runs the Portfolio, which outperformed the Barclays Capital U.S. Government Bond Index (the Index) because it had exposure to commercial mortgage-backed securities as well as good security selection within that market, which easily outperformed the Index in 2009. Commercial mortgage-backed securities gained sharply after the Fed launched the Term Asset Backed Securities Loan Facility (TALF), which provides loans at favorable terms to investors who buy high-quality bonds backed by cash flows from pools of credit cards, auto loans, commercial mortgages, or certain other types of loans. Sales of these debt securities help keep credit flowing to businesses and consumers.

The Portfolio also benefited from taking advantage of pricing inefficiencies within in the U.S. Treasury market between STRIPS (Separate Trading of Registered Interest and Principal of Securities) and TIPS (Treasury Inflation Protected Securities) and between newly issued Treasury securities and those issued earlier with higher coupons.

Another positive was the Portfolio’s favorable security selection among residential mortgage-backed securities guaranteed by Ginnie Mae, Fannie Mae, and Freddie Mac. The Portfolio emphasized mortgage-backed securities with higher coupons that benefited from a decrease in the rate of expected prepayments on the securities and from a program in which the Fed purchased the securities to help support the housing market and mortgage industry. Additionally, the Portfolio held shares of the Dryden Core Investment Fund—Short Term Bond Series, which gained in value amid the environment that favored riskier assets.

On a negative note, the Portfolio’s strategies for managing its duration (sensitivity to changes in the level of interest rates) and its positioning on the yield curve subtracted slightly from its performance in 2009.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

Barclays Capital Government Bond Index is a weighted index comprised of securities issued or backed by the U.S. Government, its agencies and instrumentalities with a remaining maturity of one to thirty years. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings refer to the Schedule of Investments section of this report.

The Prudential Series Fund, High Yield Bond Portfolio Subadvised by:  Prudential Investment Management, Inc. December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year
Portfolio	47.16	%	6.00	%	5.56	%
Barclays Capital U.S. High Yield 2% Issuer Capped Index	58.76		6.49		6.87
Barclays Capital U.S. High Yield 1% Issuer Capped Index	59.45		6.38		6.88
Barclays Capital U.S. Corp. High Yield Bond Index	58.21		6.46		6.71

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS

Portfolio inception: 2/23/1987. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the High Yield Bond Portfolio rose 47.16%.

The U.S. government and the Federal Reserve took steps to steady the nation’s financial system and stimulate the economy. Both had been hurt by a protracted credit crisis. The financial system began to heal in 2009 and the economy began to tentatively emerge from the so-called “Great Recession,” even though job losses continued to climb. The favorable developments boosted investor confidence in bonds with greater credit risk than U.S. Treasury securities, which are backed by the federal government. Riskier bonds were also sought for their attractive yields in the low interest-rate environment. Most notably, prices soared on high yield corporate “junk” bonds, enabling the market for below investment-grade corporate bonds to post a record annual return in 2009 that outperformed other U.S. bond markets.

Within the high yield market, all ratings categories, sectors, and industries ended 2009 in positive territory. The lower rating categories, Caa and Ca-D, easily outperformed the higher rating categories, Ba and single-B. Some of the largest gains were posted by bonds of firms in cyclical industries that are more sensitive to the business cycle such as banking, retailers, automotive, and home construction. Some of the more modest gains were posted by bonds of firms in industries that tend to be less sensitive to the business cycle such as electric utilities and healthcare.

The Portfolio’s double-digit return reflected the bullish environment for investing in high yield bonds. However, it trailed the Barclays Capital U.S. High Yield 1% Issuer Capped Index (the Index) because Prudential Fixed Income which is part of Prudential Investment Management, Inc., maintained a generally cautious approach to sector allocation and security selection in the high yield market. Consequently, the Portfolio did not own certain types of lower-quality bonds that soared in value in 2009. For example, the Portfolio had a smaller exposure than the Index to the financial sector, which outperformed the Index in 2009. The Portfolio also had a larger exposure than the Index to defensive industries such as healthcare and electric utilities, which lagged the Index in 2009. As for security selection, holding bonds that performed particularly well in the paper sector helped the Portfolio’s performance versus the Index, but owning bank loans of a major utility holding company in Texas detracted from its relative performance.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

Barclays Capital U.S. High Yield 1% and 2% Issuer Capped Indexes cover the universe of U.S. dollar denominated, non-convertible, fixed-rate, non-investment-grade debt. Issuers are capped at 1% and 2% of the Index, respectively. Index holdings must have at least one year to final maturity, at least $150 million par amount outstanding, and be publicly issued with a rating of Ba1 or lower. Barclays Capital U.S. Corporate High Yield Bond Index is an unmanaged index of fixed-rate, non-investment-grade debt securities with at least one year remaining to maturity. It gives a broad look at how high yield (“junk”) bonds have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Jennison Portfolio Subadvised by:  Jennison Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year		Since Inception
Portfolio: Class I	43.03	%	3.22	%	-2.45	%	N/A
Portfolio: Class II	42.58		2.80		N/A		-3.42	%
Russell 1000® Growth Index	37.21		1.63		-3.99		-3.55
S&P 500 Index	26.47		0.42		-0.95		-0.44

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS¹

Portfolio (Class I) inception: 4/25/1995. Portfolio (Class II) inception: 2/10/2000. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception (Class II).

The Russell 1000^® Growth Index is a trademark/service of the Frank Russell Company. Russell^® is the Frank Russell Company. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

In the year ended December 31, 2009, the Jennison Portfolio Class I shares rose 43.03%, while the Class II shares rose 42.58%.

Information technology holdings contributed most to the Portfolio’s return, as both an overweighting relative to its benchmark, the Russell 1000^® Growth Index (the Index), and strong stock selection were beneficial. Notable performers in the sector included a well-known computer innovator that is benefiting from its cutting-edge software for managing, editing, and sharing digital data, photos, music, and video. The company is also gaining access to significant incremental growth opportunities in the mobile phone market. Another key contributor advanced on its technological lead and dominant position in Internet search.

Stock selection was also strong in consumer discretionary, where an online retailer continues to be a prime beneficiary of the secular shift to e-commerce. Jennison believes this company’s highly targeted merchandising and ability to control pricing, fulfillment, and delivery times distinguish it from its e-commerce competitors. Jennison expects it to continue to gain market share in both overall retail and e-commerce.

In healthcare, an optical care leader benefited from takeover speculation and a leading pharmacy benefits manager gained on the industry’s positive fundamental outlook and the company’s diverse and differentiated product offering. In financials, a major financial services company, gained on strong capital markets activity, declining systemic risks, and an improving investment banking deal pipeline.

Key detractors from return included overweight positions relative to the Index in healthcare and energy, and stock selection in industrials, where a defense contractor fell on concerns that future defense spending might be affected by the tight federal budget. In the consumer staples sector, a major retailer was challenged by currency exchange issues, tough same-store sales results, and higher general and administrative expenses.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

¹ The graph is based on the performance of Class I shares. Performance of Class II shares will be lower due to differences in the fee structure. Class II shares have associated 12b-1 and administrative fees at an annual rate of 0.25% and 0.15%, respectively, of the average daily net assets of the Class II shares.

Russell 1000 Growth Index is a market cap-weighted index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Money Market Portfolio Subadvised by:  Prudential Investment Management, Inc. December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	7-Day* Current Net Yield		1-Year		5-Year		10-Year
Portfolio	0.05	%	0.40	%	3.14	%	2.92	%
Lipper (VIP) Money Market Funds Avg.	N/A		0.19		2.87		2.70

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

7-DAY CURRENT NET YIELD*

Portfolio inception: 5/13/1983. The yield quotation more closely reflects the current earnings of the Portfolio than the total return quotation. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Money Market Portfolio had a total return of 0.40%.

The U.S. government and the Federal Reserve took steps to steady the nation’s financial system and stimulate the economy. Both had been hurt by a protracted credit crisis. Improvement in the financial system began slowly, then accelerated as liquidity returned to the markets, boosting investor confidence. Meanwhile, key initiatives aimed at stimulating consumer spending aided the economic recovery.

Money market yields declined to historically low levels in 2009 as the Federal Open Market Committee kept its target for the overnight bank lending rate at a record low range of zero to 0.25%, and reiterated its desire for short-term rates to remain low for an extended period of time to boost economic growth. The decline in money market yields was further exacerbated by an enormous amount of cash that needed to be invested at a time when issuers were decreasing their reliance on short-term financing and, therefore, issuing fewer eligible money market securities.

The Portfolio outperformed the Lipper (VIP) Money Market Funds Average in 2009. On December 29, 2009, the Portfolio’s 7-day current net yield was 0.05%, down from 1.32% on December 30, 2008. This yield more closely reflects the current earnings of the Portfolio than does the total return.

Due to the uncertainty in the credit markets, the Portfolio continued to employ a conservative strategy. It invested primarily in money market securities of highly rated corporate issuers, highly rated banks, and government agencies. Additionally, the Portfolio also invested in overnight repurchase agreements, contracts in which a seller of securities agrees to buy them back the next day at a specified price. This prudent approach resulted in a high level of liquidity in the Portfolio and positioned the Portfolio’s weighted average maturity (WAM) shorter than that of the average comparable fund for much of the year. (WAM measures a fund’s sensitivity to changes in the level of interest rates. It considers the maturity and quantity of each security held in a portfolio.)

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

* Source: iMoneyNet, Inc. based on 324 funds in the iMoneyNet Prime Retail universe. Weekly 7-day current net yields of the Money Market Portfolio and the iMoneyNet Prime Retail universe as of 12/29/2009.

The Lipper Variable Insurance Products (VIP) Funds Averages are calculated by Lipper Analytical Services, Inc., and reflect the investment return of certain portfolios underlying variable life and annuity products. These returns are net of investment fees and fund expenses, but not product charges. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index or average. For a complete list of holdings refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Natural Resources Portfolio Subadvised by:  Jennison Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year		Since Inception
Portfolio: Class I	77.10	%	18.65	%	19.67	%	N/A
Portfolio: Class II	76.41		N/A		N/A		18.76	%
Lipper (VIP) Natural Resources Funds Avg.	50.06		12.16		13.67		12.58
Lipper (VUF) Natural Resources Funds Index	53.38		11.84		N/A		12.88
S&P 500 Index	26.47		0.42		-0.95		1.33

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS¹

Portfolio (Class I) inception: 5/1/1988. Portfolio (Class II) inception: 4/28/2005. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception (Class II). Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Natural Resources Portfolio Class I shares rose 77.10%, while the Class II shares rose 76.41%. Jennison’s Natural Resources strategy seeks capital appreciation by investing in the stocks of companies that own, explore, mine, process, or otherwise develop natural resource commodities.

All industries that the Portfolio invested in achieved double-digit absolute returns for the year. Among the most meaningful contributors to performance were metals and mining, which advanced 90%, and energy equipment and services, which appreciated 83% during the year.

The top contributor to performance was a U.S.-based copper and gold producer. Shares rose as the company reported strong financial results that surpassed consensus expectations mostly on higher-than-expected volumes across all metals. Jennison believes a large, long-term supply deficit should boost prices for both of these commodities. Furthermore, Jennison has confidence in the company’s strong management team, which operated well during the commodities downturn by quickly reducing capital expenditures and production to strengthen its financial position while preserving its long-lived reserves and future growth options.

Another copper and gold producer, this one based in Canada, was among the key contributors to performance. The company operates properties in the Central African copper belt, including Zambia, the Democratic Republic of Congo (DRC) and Mauritania. The stock performed well following the completion of a convertible debt offering, which will allow the company to consider strategic merger and acquisition activity.

A Brazil-based early stage exploration and production company also contributed to performance. Jennison remains positive on the longer-term prospects for large-scale exploitation of Brazil’s offshore and believes share prices remain attractively valued despite recent appreciation.

Among the holdings that detracted from performance was an aluminum producer that declined sharply earlier in the year as rising aluminum inventories led to a significant price decline for the commodity. The company closed facilities and exercised strict production discipline. Share prices have begun to recover with an improving demand outlook for aluminum that is being driven by manufacturing growth in China.

An independent power producer also detracted from return. Weaker than previously issued 2010 guidance and the impending departure of the company’s CFO pressured shares. Jennison believes that the company is likely being conservative with its guidance and continues to hold the position, as it has the potential to be one of the best investments of the independent power producers.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

¹ The graph is based on the performance of Class I shares. Performance of Class II shares will be lower due to differences in the fee structure. Class II shares have associated 12b-1 and administrative fees at an annual rate of 0.25% and 0.15% respectively of the average daily net assets of the Class II shares.

The Lipper Variable Insurance Products (VIP) Natural Resources Funds Averages are calculated by Lipper Analytical Services, Inc., and reflect the investment return of certain portfolios underlying variable life and annuity products. The Lipper Variable Underlying Funds (VUF) Natural Resources Funds Index consists of an equal dollar-weighted composite of the 10 largest funds in the Lipper VUF Natural Resources Fund classification. The index is rebalanced quarterly. Natural Resources Funds are deemed as funds that invest primarily in the equity securities of domestic and foreign companies engaged in natural resources. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns are net of investment fees and fund expenses, but not product charges. Investors cannot invest directly in a market index or average. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Small Capitalization Stock Portfolio Subadvised by:  Quantitative Management Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year
Portfolio	25.18	%	1.10	%	6.09	%
S&P SmallCap 600 Index	25.57		1.36		6.35

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS

Portfolio inception: 4/25/1995. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Small Capitalization Stock Portfolio rose 25.18%.

Quantitative Management Associates, LLC runs the Portfolio, which is an index fund that uses quantitative techniques to replicate the holdings and weights of the S&P SmallCap 600 Index.

The Portfolio performed in line with the S&P SmallCap 600 Index, helped by income the Portfolio earned from lending its securities to others, favorable trading processes and results, and stabilizing interest rates.

The U.S. government and the Federal Reserve (the Fed) took steps to steady the nation’s financial system and stimulate the economy, both of which had been hurt by a protracted credit crisis. The financial system began to heal in 2009 and the economy began to tentatively emerge from the so-called “Great Recession,” even though job losses continued to climb. The favorable developments boosted investor confidence in stocks and a powerful rally in the U.S. stock market that began in March 2009 continued during the year.

Shares of small, risky value companies often are the first to outperform as an economic recovery begins. Initially, small-cap stocks outperformed large-cap stocks, while value stocks of all market capitalizations outperformed growth stocks. However, as U.S. debt and unemployment numbers grew, investors recognized that the economic recovery may be less robust than initially hoped. Consequently, larger, more established growth companies with the financial stamina to expand earnings and revenue during a prolonged economic malaise assumed leadership. For the year, mid-cap stocks outperformed both small- and large-cap stocks.

Within the S&P SmallCap 600 Index, seven out of 10 sectors scored double-digit gains for the year. The best performers were the energy and consumer discretionary sectors. The less economically sensitive utilities sector posted a single-digit gain for the year. The worst performers in 2009 were the financials sector, which posted a single-digit decline, and the telecommunications services sector, which posted a hefty double-digit decline. Large portions of the financial industry had nearly collapsed in 2008 and required extraordinary support by the federal government. Telecommunications were hamstrung by a combination of growing debt levels, due to expansion into the wireless arena from the fixed-line business, and falling revenues, due to declining consumer spending on telecommunications products, including cellular phones.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

S&P SmallCap 600 Index is an unmanaged index representing the aggregate market value of the common equity of 600 small-company stocks. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Stock Index Portfolio Subadvised by:  Quantitative Management Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year
Portfolio	26.07	%	0.18	%	-1.16	%
S&P 500 Index	26.47		0.42		-0.95

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS

Portfolio inception: 10/19/1987. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Stock Index Portfolio rose 26.07%.

Quantitative Management Associates, LLC runs the Portfolio, which is an index fund that uses a quantitative approach to approximate the holdings and weights of the S&P 500 Index, except for shares of Prudential Financial, Inc. The Portfolio cannot hold these shares because of compliance restrictions.

The Portfolio performed in line with the S&P 500 Index in 2009. Income the Portfolio earned from lending its securities to others offset the negative impact from the restriction on holding shares of Prudential Financial.

The U.S. government and the Federal Reserve took steps to steady the nation’s financial system and stimulate the economy. Both had been hurt by a protracted credit crisis. The financial system began to heal in 2009 and the economy began to tentatively emerge from the so-called “Great Recession,” even though job losses continued to climb. The favorable developments helped boost investor confidence in stocks and a powerful rally in the U.S. stock market that began in March 2009 continued during the year.

All sectors of the S&P 500 Index benefited from the rally. The largest contributions came from more economically sensitive stocks, the cyclicals, including top contributors information technology, materials and consumer discretionary, which stand to benefit from a global economic rebound. Information technology benefited from strong balance sheets and the anticipation that companies would upgrade their technology in order to increase efficiencies. The materials sector was attractive for its exposure to companies tied to commodities. Consumer discretionary scored attractive returns based on stronger-than-anticipated consumer spending in light of tighter credit conditions and higher unemployment. The less economically sensitive utilities and telecommunications services sectors posted the worst, although still positive, returns of any sectors.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings refer to the Schedule of Investments section of this report.

The Prudential Series Fund, Value Portfolio Subadvised by:  Jennison Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year		Since Inception
Portfolio: Class I	41.93	%	3.41	%	4.52	%	N/A
Portfolio: Class II	41.39		3.00		N/A		2.83	%
Russell 1000® Value Index	19.69		-0.25		2.47		2.20
S&P 500 Index	26.47		0.42		-0.95		0.59

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS¹

Portfolio (Class I) inception: 2/19/1988. Portfolio (Class II) inception: 5/14/2001. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception (Class II). The Russell 1000^® Value Index is a trademark/service mark of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Value Portfolio Class I shares rose 41.93%, while the Class II shares rose 41.39%, significantly outperforming the Russell 1000^® Value Index (the Index).

Stock selection nearly across the board drove the Portfolio’s strong returns.

Energy positions made the most meaningful positive impact on relative performance. Jennison remains bullish on the long-term supply/demand imbalances for oil and natural gas, and prefers exploration and production companies that are best positioned to benefit from rising oil/gas prices. The investment team also seeks exploration and production companies with low per-barrel operating costs.

The Portfolio’s overweight stance in information technology and stock selection in the financials, telecommunication services, healthcare, and consumer staples sectors also made a sizable contribution to relative performance.

The materials sector was the only sector that detracted from relative performance.

From the depths of their March lows, equity markets have posted impressive rebounds, with most indexes gaining 50% or more through year-end. Corporate profits, which have been much better than were thought possible at the beginning of 2009, largely due to workforce and inventory reductions, have provided much of the fuel for this recovery in equities. Favorable interest rate and liquidity conditions have been instrumental in spurring the rally, as well. Yet significant challenges remain, including high unemployment, still-weak housing markets, and probable increases in tax rates. Against this backdrop, Jennison remains cautiously optimistic.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

¹ The graph is based on the performance of Class I shares. Performance of Class II shares will be lower due to differences in the fee structure. Class II shares have associated 12b-1 and administrative fees at an annual rate of 0.25% and 0.15%, respectively, of the average daily net assets of the Class II shares.

Russell 1000 Value Index is a market cap-weighted index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund Presentation of Portfolio Holdings — unaudited December 31, 2009

Conservative Balanced
Five Largest Holdings    (% of Net Assets)
Exxon Mobil Corp.	1.6%
Federal National Mortgage Association, 6.000%, TBA 30 YR	1.5%
U.S. Treasury Notes, 2.625%, 12/31/14	1.5%
Microsoft Corp.	1.2%
Apple, Inc.	0.9%

Diversified Bond
Allocation     (% of Net Assets)
Corporate Bonds	47.2%
Commercial Mortgage-Backed Securities	15.6%
U.S. Government Mortgage-Backed Securities	12.7%
Asset-Backed Securities	5.2%
Residential Mortgage-Backed Securities	3.7%

Equity
Five Largest Holdings     (% of Net Assets)
Occidental Petroleum Corp.	2.9%
Google, Inc. (Class A Stock)	2.9%
Goldman Sachs Group, Inc. (The)	2.7%
Apple, Inc.	2.7%
Amazon.com, Inc.	2.4%

Flexible Managed
Five Largest Holdings     (% of Net Assets)
Exxon Mobil Corp.	2.1%
Apple, Inc.	1.4%
Microsoft Corp.	1.3%
Procter & Gamble Co. (The)	1.3%
JPMorgan Chase & Co.	1.3%

Global
Top Five Countries     (% of Net Assets)
United States	41.5%
United Kingdom	9.5%
Japan	8.1%
France	5.1%
Switzerland	4.5%

Government Income
Allocation     (% of Net Assets)
Mortgage-Backed Securities	42.5%
U.S. Treasury Securities	28.7%
U.S. Government Agency Obligations	8.8%
Commercial Mortgage-Backed Securities	8.5%
Collateralized Mortgage Obligations	3.7%

High Yield Bond
Allocation     (% of Net Assets)
Corporate Bonds	89.2%
Bank Loans	6.1%
Collateralized Mortgage Obligations	0.2%
Asset-Backed Securities	0.2%
Common Stocks	0.1%

Jennison
Five Largest Holdings     (% of Net Assets)
Google, Inc. (Class A Stock)	4.9%
Apple, Inc.	4.8%
Amazon.com, Inc.	4.2%
Microsoft Corp.	4.1%
QUALCOMM, Inc.	3.5%

Natural Resources
Five Largest Holdings     (% of Net Assets)
Southwestern Energy Co.	2.7%
Freeport-McMoRan Copper & Gold, Inc.	2.2%
Occidental Petroleum Corp.	2.1%
Halliburton Co.	2.0%
Apache Corp.	1.8%

Small Capitalization Stock
Five Largest Holdings     (% of Net Assets)
Mednax, Inc.	0.7%
Varian Semiconductor Equipment Associates, Inc.	0.7%
Skyworks Solutions, Inc.	0.6%
Gardener Denver, Inc.	0.6%
St Mary Land & Exploration Co.	0.5%

Stock Index
Five Largest Holdings     (% of Net Assets)
Exxon Mobil Corp.	3.2%
Microsoft Corp.	2.3%
Apple, Inc.	1.9%
Johnson & Johnson	1.8%
Procter & Gamble Co. (The)	1.8%

Value
Five Largest Holdings     (% of Net Assets)
Symantec Corp.	3.0%
CA, Inc.	3.0%
H&R Block, Inc.	2.5%
IAC/InterActiveCorp	2.4%
NII Holdings, Inc.	2.2%

For a complete list of holdings, please refer to the Schedule of Investments section of this report. Holdings reflect only long-term investments. Holdings/Issues/Industries/Sectors are subject to change.

The Prudential Series Fund Fees and Expenses — unaudited December 31, 2009

As a contract owner investing in Portfolios of the Fund through a variable annuity or variable life contract, you incur ongoing costs, including management fees, and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other investment options. This example does not reflect fees and charges under your variable annuity or variable life contract. If contract charges were included, the costs shown below would be higher. Please consult the prospectus for your contract for more information about contract fees and charges.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2009 through December 31, 2009.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the Portfolio expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Six-Month Period” to estimate the Portfolio expenses you paid on your account during this period. As noted above, the table does not reflect variable contract fees and charges.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other investment options. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other investment options.

Please note that the expenses shown in the table are meant to highlight your ongoing Portfolio costs only and do not reflect any contract fees and charges, such as sales charges (loads), insurance charges or administrative charges. Therefore the second line of the table is useful to compare ongoing investment option costs only, and will not help you determine the relative total costs of owning different contracts. In addition, if these contract fee and charges were included, your costs would have been higher.

The Prudential Series Fund Portfolios		Beginning Account Value July 1, 2009		Ending Account Value December 31, 2009		Annualized Expense Ratio based on the Six-Month period		Expenses Paid During the Six-Month period
Conservative Balanced (Class I)	Actual	$	1,000.00	$	1,150.80	0.57	%	$	3.09
	Hypothetical	$	1,000.00	$	1,022.33	0.57	%	$	2.91
Diversified Bond (Class I)	Actual	$	1,000.00	$	1,112.40	0.42	%	$	2.24
	Hypothetical	$	1,000.00	$	1,023.09	0.42	%	$	2.14
Equity (Class I)	Actual	$	1,000.00	$	1,241.00	0.48	%	$	2.71
	Hypothetical	$	1,000.00	$	1,022.79	0.48	%	$	2.45
Equity (Class II)	Actual	$	1,000.00	$	1,238.10	0.88	%	$	4.96
	Hypothetical	$	1,000.00	$	1,020.77	0.88	%	$	4.48
Flexible Managed (Class I)	Actual	$	1,000.00	$	1,161.90	0.62	%	$	3.38
	Hypothetical	$	1,000.00	$	1,022.08	0.62	%	$	3.16
Global (Class I)	Actual	$	1,000.00	$	1,222.90	0.83	%	$	4.65
	Hypothetical	$	1,000.00	$	1,021.02	0.83	%	$	4.23
Government Income (Class I)	Actual	$	1,000.00	$	1,046.90	0.46	%	$	2.37
	Hypothetical	$	1,000.00	$	1,022.89	0.46	%	$	2.35
High Yield Bond (Class I)	Actual	$	1,000.00	$	1,190.20	0.58	%	$	3.20
	Hypothetical	$	1,000.00	$	1,022.28	0.58	%	$	2.96
Jennison (Class I)	Actual	$	1,000.00	$	1,246.70	0.63	%	$	3.57
	Hypothetical	$	1,000.00	$	1,022.03	0.63	%	$	3.21
Jennison (Class II)	Actual	$	1,000.00	$	1,244.60	1.03	%	$	5.83
	Hypothetical	$	1,000.00	$	1,020.01	1.03	%	$	5.24
Money Market (Class I)	Actual	$	1,000.00	$	1,000.73	0.36	%	$	1.82
	Hypothetical	$	1,000.00	$	1,023.39	0.36	%	$	1.84

The Prudential Series Fund Fees and Expenses — unaudited (continued) December 31, 2009

The Prudential Series Fund Portfolios		Beginning Account Value July 1, 2009		Ending Account Value December 31, 2009		Annualized Expense Ratio based on the Six-Month period		Expenses Paid During the Six-Month period
Natural Resources (Class I)	Actual	$	1,000.00	$	1,337.30	0.53	%	$	3.12
	Hypothetical	$	1,000.00	$	1,022.53	0.53	%	$	2.70
Natural Resources (Class II)	Actual	$	1,000.00	$	1,334.80	0.93	%	$	5.47
	Hypothetical	$	1,000.00	$	1,020.52	0.93	%	$	4.74
Small Capitalization Stock (Class I)	Actual	$	1,000.00	$	1,244.80	0.47	%	$	2.66
	Hypothetical	$	1,000.00	$	1,022.84	0.47	%	$	2.40
Stock Index (Class I)	Actual	$	1,000.00	$	1,223.20	0.36	%	$	2.02
	Hypothetical	$	1,000.00	$	1,023.39	0.36	%	$	1.84
Value (Class I)	Actual	$	1,000.00	$	1,232.70	0.42	%	$	2.36
	Hypothetical	$	1,000.00	$	1,023.09	0.42	%	$	2.14
Value (Class II)	Actual	$	1,000.00	$	1,229.50	0.82	%	$	4.61
	Hypothetical	$	1,000.00	$	1,021.07	0.82	%	$	4.18

Portfolio expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended December 31, 2009, and divided by the 365 days in the Portfolio’s fiscal year ended December 31, 2009 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Portfolio may invest.

	CONSERVATIVE BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 91.2%
COMMON STOCKS — 49.5%	Shares	Value (Note 2)
Aerospace & Defense — 1.4%
Boeing Co. (The)	77,000	$	4,168,010
General Dynamics Corp.	41,500		2,829,055
Goodrich Corp.	13,700		880,225
Honeywell International, Inc.	80,912		3,171,750
ITT Corp.	20,100		999,774
L-3 Communications Holdings, Inc.	11,900		1,034,705
Lockheed Martin Corp.	34,100		2,569,435
Northrop Grumman Corp.	33,662		1,880,023
Precision Castparts Corp.	13,900		1,533,865
Raytheon Co.	41,800		2,153,536
Rockwell Collins, Inc.	16,600		918,976
United Technologies Corp.	100,900		7,003,469
			29,142,823
Air Freight & Logistics — 0.5%
C.H. Robinson Worldwide, Inc.	18,800		1,104,124
Expeditors International of Washington, Inc.	22,700		788,371
FedEx Corp.	33,900		2,828,955
United Parcel Service, Inc. (Class B Stock)	107,000		6,138,590
			10,860,040
Airlines
Southwest Airlines Co.	79,300		906,399
Auto Components — 0.1%
Goodyear Tire & Rubber Co. (The)(a)	25,600		360,960
Johnson Controls, Inc.	70,600		1,923,144
			2,284,104
Automobiles — 0.2%
Ford Motor Co.(a)(b)	347,685		3,476,850
Harley-Davidson, Inc.	25,000		630,000
			4,106,850
Beverages — 1.3%
Brown-Forman Corp. (Class B Stock)	11,900		637,483
Coca-Cola Co. (The)	245,600		13,999,200
Coca-Cola Enterprises, Inc.	35,100		744,120
Constellation Brands, Inc. (Class A Stock)(a)	19,400		309,042
Dr Pepper Snapple Group, Inc.	27,800		786,740
Molson Coors Brewing Co. (Class B Stock)	17,100		772,236
Pepsi Bottling Group, Inc.	15,000		562,500
PepsiCo, Inc.	167,230		10,167,584
			27,978,905
Biotechnology — 0.8%
Amgen, Inc.(a)	108,920		6,161,604
Biogen Idec, Inc.(a)(b)	30,390		1,625,865
Celgene Corp.(a)	48,400		2,694,912
Cephalon, Inc.(a)	8,600		536,726
Genzyme Corp.(a)	26,400		1,293,864
Gilead Sciences, Inc.(a)	96,400		4,172,192
			16,485,163
Building Products
Masco Corp.	35,500		490,255

COMMON STOCKS (continued)	Shares	Value (Note 2)
Capital Markets — 1.4%
Ameriprise Financial, Inc.	28,720	$	1,114,911
Bank of New York Mellon Corp. (The)	130,058		3,637,722
Charles Schwab Corp. (The)	100,150		1,884,823
E*Trade Financial Corp.(a)	127,000		222,250
Federated Investors, Inc. (Class B Stock)(b)	10,800		297,000
Franklin Resources, Inc.	16,400		1,727,740
Goldman Sachs Group, Inc. (The)	55,700		9,404,388
Invesco Ltd.	48,300		1,134,567
Janus Capital Group, Inc.(b)	18,600		250,170
Legg Mason, Inc.	17,800		536,848
Morgan Stanley	146,980		4,350,608
Northern Trust Corp.	26,200		1,372,880
State Street Corp.	53,700		2,338,098
T. Rowe Price Group, Inc.(b)	27,800		1,480,350
			29,752,355
Chemicals — 1.0%
Air Products & Chemicals, Inc.	22,800		1,848,168
Airgas, Inc.	7,600		361,760
CF Industries Holdings, Inc.	5,700		517,446
Dow Chemical Co. (The)	121,731		3,363,428
E.I. du Pont de Nemours & Co.	95,320		3,209,424
Eastman Chemical Co.	7,800		469,872
Ecolab, Inc.	25,800		1,150,164
FMC Corp.	8,100		451,656
International Flavors & Fragrances, Inc.	9,600		394,944
Monsanto Co.	57,194		4,675,609
PPG Industries, Inc.	18,200		1,065,428
Praxair, Inc.	32,200		2,585,982
Sigma-Aldrich Corp.	12,200		616,466
			20,710,347
Commercial Banks — 1.4%
BB&T Corp.(b)	72,500		1,839,325
Comerica, Inc.	19,200		567,744
Fifth Third Bancorp	89,021		867,955
First Horizon National Corp.(a)	26,880		360,192
Huntington Bancshares, Inc.	77,936		284,466
KeyCorp	92,300		512,265
M&T Bank Corp.(b)	9,000		602,010
Marshall & Ilsley Corp.	48,500		264,325
PNC Financial Services Group, Inc.	50,033		2,641,242
Regions Financial Corp.	129,603		685,600
SunTrust Banks, Inc.	57,100		1,158,559
U.S. Bancorp	206,385		4,645,726
Wells Fargo & Co.	537,864		14,516,949
Zions Bancorporation(b)	13,550		173,847
			29,120,205
Commercial Services & Supplies — 0.3%
Avery Dennison Corp.	11,500		419,635
Cintas Corp.	14,600		380,330
Iron Mountain, Inc.(a)(b)	20,800		473,408
Matsuda Sangyo Co. Ltd. (Japan)	30		516
Pitney Bowes, Inc.	20,700		471,132
Republic Services, Inc. (Class A Stock)	35,065		992,690

SEE NOTES TO FINANCIAL STATEMENTS.

A1

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Commercial Services & Supplies (continued)
RR Donnelley & Sons Co.	21,400	$	476,578
Stericycle, Inc.(a)(b)	8,800		485,496
Waste Management, Inc.(b)	51,642		1,746,016
			5,445,801
Communications Equipment — 1.3%
Cisco Systems, Inc.(a)	617,600		14,785,344
Harris Corp.	14,200		675,210
JDS Uniphase Corp.(a)	21,475		177,169
Juniper Networks, Inc.(a)(b)	58,000		1,546,860
Motorola, Inc.	248,425		1,927,778
QUALCOMM, Inc.	175,600		8,123,256
Tellabs, Inc.(a)	45,800		260,144
			27,495,761
Computers & Peripherals — 3.0%
Apple, Inc.(a)	96,300		20,305,818
Dell, Inc.(a)	182,500		2,620,700
EMC Corp.(a)	218,950		3,825,057
Hewlett-Packard Co.	253,648		13,065,408
International Business Machines Corp.	140,700		18,417,630
Lexmark International, Inc. (Class A Stock)(a)	9,833		255,461
NetApp, Inc.(a)	35,700		1,227,723
QLogic Corp.(a)(b)	12,100		228,327
SanDisk Corp.(a)(b)	24,500		710,255
Sun Microsystems, Inc.(a)	79,275		742,807
Teradata Corp.(a)	19,300		606,599
Western Digital Corp.(a)	26,400		1,165,560
			63,171,345
Construction & Engineering — 0.1%
Fluor Corp.	19,100		860,264
Jacobs Engineering Group, Inc.(a)(b)	12,700		477,647
Quanta Services, Inc.(a)	20,100		418,884
			1,756,795
Construction Materials
Vulcan Materials Co.	13,400		705,778
Consumer Finance — 0.4%
American Express Co.	129,100		5,231,132
Capital One Financial Corp.	49,161		1,884,833
Discover Financial Services	60,540		890,543
SLM Corp.(a)	60,200		678,454
			8,684,962
Containers & Packaging — 0.1%
Ball Corp.	10,100		522,170
Bemis Co., Inc.	11,300		335,045
Owens-Illinois, Inc.(a)	17,500		575,225
Pactiv Corp.(a)	15,100		364,514
Sealed Air Corp.	17,100		373,806
			2,170,760
Distributors
Genuine Parts Co.	17,700		671,892
Diversified Consumer Services — 0.1%
Apollo Group, Inc. (Class A Stock)(a)(b)	13,500		817,830

COMMON STOCKS (continued)	Shares	Value (Note 2)
Diversified Consumer Services (continued)
DeVry, Inc.	6,300	$	357,399
H&R Block, Inc.	35,600		805,272
			1,980,501
Diversified Financial Services — 2.1%
Bank of America Corp.	1,061,121		15,980,482
Citigroup, Inc.	2,040,458		6,753,916
CME Group, Inc. (Class A Stock)	7,240		2,432,278
IntercontinentalExchange, Inc.(a)(b)	8,800		988,240
JPMorgan Chase & Co.	423,745		17,657,454
Leucadia National Corp.(a)	19,700		468,663
Moody’s Corp.(b)	23,600		632,480
Nasdaq OMX Group, Inc. (The)(a)	16,600		329,012
NYSE Euronext	30,500		771,650
			46,014,175
Diversified Telecommunication Services — 1.4%
AT&T, Inc.	632,368		17,725,275
CenturyTel, Inc.(b)	32,007		1,158,974
Frontier Communications Corp.	32,100		250,701
Qwest Communications International, Inc.	174,057		732,780
Verizon Communications, Inc.	305,476		10,120,420
Windstream Corp.	46,057		506,166
			30,494,316
Electric Utilities — 1.0%
Allegheny Energy, Inc.	16,800		394,464
American Electric Power Co., Inc.	51,860		1,804,209
Duke Energy Corp.	140,424		2,416,697
Edison International	36,400		1,265,992
Entergy Corp.	20,900		1,710,456
Exelon Corp.	70,574		3,448,951
FirstEnergy Corp.	32,601		1,514,317
FPL Group, Inc.	44,500		2,350,490
Northeast Utilities	18,200		469,378
Pepco Holdings, Inc.	23,800		401,030
Pinnacle West Capital Corp.	9,600		351,168
PPL Corp.	38,600		1,247,166
Progress Energy, Inc.	29,683		1,217,300
Southern Co.	84,500		2,815,540
			21,407,158
Electrical Equipment — 0.2%
Emerson Electric Co.	81,700		3,480,420
First Solar, Inc.(a)(b)	4,700		636,380
Rockwell Automation, Inc.	15,300		718,794
Roper Industries, Inc.	6,700		350,879
			5,186,473
Electronic Equipment & Instruments — 0.3%
Agilent Technologies, Inc.(a)(b)	35,614		1,106,527
Amphenol Corp. (Class A Stock)	18,700		863,566
Corning, Inc.	169,000		3,263,390
FLIR Systems, Inc.(a)	14,900		487,528
Jabil Circuit, Inc.	23,600		409,932
Molex, Inc.	15,000		323,250
			6,454,193

SEE NOTES TO FINANCIAL STATEMENTS.

A2

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Energy Equipment & Services — 0.9%
Baker Hughes, Inc.(b)	33,650	$	1,362,152
BJ Services Co.	28,600		531,960
Cameron International Corp.(a)	24,600		1,028,280
Diamond Offshore Drilling, Inc.	7,800		767,676
FMC Technologies, Inc.(a)	13,500		780,840
Halliburton Co.	95,200		2,864,568
Nabors Industries Ltd. (Bermuda)(a)	27,700		606,353
National Oilwell Varco, Inc.	45,500		2,006,095
Rowan Cos., Inc.(a)	13,200		298,848
Schlumberger Ltd.	128,300		8,351,047
Smith International, Inc.	23,600		641,212
			19,239,031
Food & Staples Retailing — 1.3%
Costco Wholesale Corp.	46,600		2,757,322
CVS Caremark Corp.	146,748		4,726,753
Kroger Co. (The)	65,746		1,349,766
Safeway, Inc.	45,400		966,566
SUPERVALU, Inc.	22,310		283,560
SYSCO Corp.	64,200		1,793,748
Walgreen Co.	105,500		3,873,960
Wal-Mart Stores, Inc.	229,700		12,277,465
Whole Foods Market, Inc.(a)(b)	16,200		444,690
			28,473,830
Food Products — 0.8%
Archer-Daniels-Midland Co.	69,426		2,173,728
Campbell Soup Co.	20,400		689,520
ConAgra Foods, Inc.	45,100		1,039,555
Dean Foods Co.(a)(b)	20,800		375,232
General Mills, Inc.	34,700		2,457,107
H.J. Heinz Co.	34,300		1,466,668
Hershey Co. (The)(b)	17,600		629,904
Hormel Foods Corp.	8,600		330,670
J.M. Smucker Co. (The)	12,500		771,875
Kellogg Co.	27,100		1,441,720
Kraft Foods, Inc. (Class A Stock)	156,353		4,249,675
McCormick & Co., Inc.	12,800		462,464
Sara Lee Corp.	75,800		923,244
Tyson Foods, Inc. (Class A Stock)	33,400		409,818
			17,421,180
Gas Utilities — 0.1%
EQT Corp.	13,700		601,704
Nicor, Inc.	4,700		197,870
Questar Corp.	16,800		698,376
			1,497,950
Healthcare Equipment & Supplies — 1.0%
Baxter International, Inc.	64,000		3,755,520
Becton Dickinson And Co.	24,600		1,939,956
Boston Scientific Corp.(a)	160,467		1,444,203
C.R. Bard, Inc.	10,800		841,320
Carefusion Corp.(a)	19,475		487,070
DENTSPLY International, Inc.	16,200		569,754
Hospira, Inc.(a)	17,460		890,460
Intuitive Surgical, Inc.(a)	4,100		1,243,612
Medtronic, Inc.	117,600		5,172,048
St. Jude Medical, Inc.(a)	36,000		1,324,080

COMMON STOCKS (continued)	Shares	Value (Note 2)
Healthcare Equipment & Supplies (continued)
Stryker Corp.	29,200	$	1,470,804
Varian Medical Systems, Inc.(a)(b)	13,100		613,735
Zimmer Holdings, Inc.(a)	23,000		1,359,530
			21,112,092
Healthcare Providers & Services — 1.1%
Aetna, Inc.	45,400		1,439,180
AmerisourceBergen Corp. (Class A Stock)	33,700		878,559
Cardinal Health, Inc.	37,750		1,217,060
CIGNA Corp.	28,400		1,001,668
Coventry Health Care, Inc.(a)	17,050		414,145
DaVita, Inc.(a)	10,600		622,644
Express Scripts, Inc.(a)	28,900		2,498,405
Humana, Inc.(a)	16,700		732,963
Laboratory Corp. of America Holdings(a)(b)	11,400		853,176
McKesson Corp.	28,230		1,764,375
Medco Health Solutions, Inc.(a)	50,698		3,240,109
Patterson Cos., Inc.(a)(b)	9,000		251,820
Quest Diagnostics, Inc.	17,300		1,044,574
Tenet Healthcare Corp.(a)	44,600		240,394
UnitedHealth Group, Inc.	123,700		3,770,376
WellPoint, Inc.(a)	51,500		3,001,935
			22,971,383
Healthcare Technology
IMS Health, Inc.	21,800		459,108
Hotels, Restaurants & Leisure — 0.7%
Carnival Corp.(a)	46,300		1,467,247
Darden Restaurants, Inc.	13,950		489,227
International Game Technology	28,200		529,314
Marriott International, Inc. (Class A Stock)	25,228		687,463
McDonald’s Corp.	116,000		7,243,040
Starbucks Corp.(a)(b)	79,300		1,828,658
Starwood Hotels & Resorts Worldwide, Inc.(b)	18,200		665,574
Wyndham Worldwide Corp.	21,520		434,058
Wynn Resorts Ltd.	6,700		390,141
Yum! Brands, Inc.	50,200		1,755,494
			15,490,216
Household Durables — 0.2%
Black & Decker Corp.	6,900		447,327
D.R. Horton, Inc.	31,100		338,057
Fortune Brands, Inc.	16,600		717,120
Harman International Industries, Inc.	6,400		225,792
Leggett & Platt, Inc.	18,400		375,360
Lennar Corp. (Class A Stock)	17,200		219,644
Newell Rubbermaid, Inc.	32,914		494,039
Pulte Homes, Inc.(b)	35,522		355,220
Whirlpool Corp.(b)	7,926		639,311
			3,811,870
Household Products — 1.3%
Clorox Co.(b)	15,200		927,200
Colgate-Palmolive Co.	53,000		4,353,950
Kimberly-Clark Corp.	43,500		2,771,385

SEE NOTES TO FINANCIAL STATEMENTS.

A3

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Household Products (continued)
Procter & Gamble Co. (The)	312,225	$	18,930,202
			26,982,737
Independent Power Producers & Energy Traders — 0.1%
AES Corp. (The)(a)	74,500		991,595
Constellation Energy Group, Inc.	21,200		745,604
			1,737,199
Industrial Conglomerates — 1.1%
3M Co.	75,600		6,249,852
General Electric Co.	1,131,000		17,112,030
Textron, Inc.	26,300		494,703
			23,856,585
Insurance — 1.1%
Aflac, Inc.	50,800		2,349,500
Allstate Corp. (The)	58,300		1,751,332
American International Group, Inc.(a)(b)	15,339		459,863
AON Corp.	30,100		1,154,034
Assurant, Inc.	15,600		459,888
Chubb Corp.	38,300		1,883,594
Cincinnati Financial Corp.	19,737		517,899
Genworth Financial, Inc. (Class A Stock)(a)	51,200		581,120
Hartford Financial Services Group, Inc.	41,000		953,660
Lincoln National Corp.	32,018		796,608
Loews Corp.	39,275		1,427,646
Marsh & McLennan Cos., Inc.	56,800		1,254,144
MetLife, Inc.	89,000		3,146,150
Principal Financial Group, Inc.	35,800		860,632
Progressive Corp. (The)(a)	74,100		1,333,059
Torchmark Corp.	10,000		439,500
Travelers Cos., Inc. (The)	61,135		3,048,191
Unum Group	39,010		761,475
XL Capital Ltd. (Class A Stock)	42,200		773,526
			23,951,821
Internet & Catalog Retail — 0.3%
Amazon.com, Inc.(a)	35,600		4,788,912
Expedia, Inc.(a)	23,300		599,043
priceline.com, Inc.(a)	4,200		917,700
			6,305,655
Internet Software & Services — 1.0%
Akamai Technologies, Inc.(a)(b)	18,300		463,539
eBay, Inc.(a)	119,300		2,808,322
Google, Inc. (Class A Stock)(a)	25,750		15,964,485
Verisign, Inc.(a)(b)	19,800		479,952
Yahoo!, Inc.(a)	128,000		2,147,840
			21,864,138
IT Services — 0.8%
Affiliated Computer Services, Inc. (Class A Stock)(a)	9,800		584,962
Automatic Data Processing, Inc.	53,400		2,286,588
Cognizant Technology Solutions Corp. (Class A Stock)(a)	30,200		1,368,060
Computer Sciences Corp.(a)	16,400		943,492

COMMON STOCKS (continued)	Shares	Value (Note 2)
IT Services (continued)
Fidelity National Information Services, Inc.	34,000	$	796,960
Fiserv, Inc.(a)	17,000		824,160
Mastercard, Inc. (Class A Stock)	10,100		2,585,398
Paychex, Inc.	33,100		1,014,184
SAIC, Inc.(a)	22,700		429,938
Total System Services, Inc.	19,096		329,788
Visa, Inc. (Class A Stock)	46,600		4,075,636
Western Union Co. (The)	76,010		1,432,788
			16,671,954
Leisure Equipment & Products — 0.1%
Eastman Kodak Co.(a)(b)	20,000		84,400
Hasbro, Inc.	12,200		391,132
Mattel, Inc.	38,251		764,255
			1,239,787
Life Sciences Tools & Services — 0.2%
Life Technologies Corp.(a)(b)	18,201		950,638
Millipore Corp.(a)	6,100		441,335
PerkinElmer, Inc.	12,600		259,434
Thermo Fisher Scientific, Inc.(a)	45,900		2,188,971
Waters Corp.(a)(b)	11,100		687,756
			4,528,134
Machinery — 0.8%
Caterpillar, Inc.(b)	65,900		3,755,641
Cummins, Inc.	22,400		1,027,264
Danaher Corp.	27,700		2,083,040
Deere & Co.	45,300		2,450,277
Dover Corp.	19,800		823,878
Eaton Corp.	18,400		1,170,608
Flowserve Corp.	6,500		614,445
Illinois Tool Works, Inc.	40,600		1,948,394
PACCAR, Inc.	36,943		1,339,923
Pall Corp.	12,000		434,400
Parker Hannifin Corp.	17,265		930,238
Snap-On, Inc.	7,000		295,820
Stanley Works (The)(b)	8,100		417,231
			17,291,159
Media — 1.4%
CBS Corp. (Class B Stock)	73,734		1,035,963
Comcast Corp. (Class A Stock)	308,690		5,204,513
DIRECTV (Class A Stock)(a)	98,300		3,278,305
Gannett Co., Inc.	22,500		334,125
Interpublic Group of Cos., Inc.(a)	49,500		365,310
McGraw-Hill Cos., Inc. (The)	34,600		1,159,446
Meredith Corp.	4,000		123,400
New York Times Co. (The) (Class A Stock)(a)	10,000		123,600
News Corp. (Class A Stock)(b)	241,100		3,300,659
Omnicom Group, Inc.	32,200		1,260,630
Scripps Networks Interactive, Inc. (Class A Stock)	9,600		398,400
Time Warner Cable, Inc.	37,314		1,544,427
Time Warner, Inc.	126,766		3,693,961
Viacom, Inc. (Class B Stock)(a)	65,934		1,960,218
Walt Disney Co. (The)	198,400		6,398,400

SEE NOTES TO FINANCIAL STATEMENTS.

A4

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Media (continued)
Washington Post Co. (The) (Class B Stock)	600	$	263,760
			30,445,117
Metals & Mining — 0.5%
AK Steel Holding Corp.	11,900		254,065
Alcoa, Inc.	102,240		1,648,109
Allegheny Technologies, Inc.	10,200		456,654
Cliffs Natural Resources, Inc.	10,000		460,900
Freeport-McMoRan Copper & Gold, Inc.(a)	44,794		3,596,510
Newmont Mining Corp.	52,800		2,497,968
Nucor Corp.	34,000		1,586,100
Titanium Metals Corp.(a)	4,000		50,080
United States Steel Corp.	15,600		859,872
			11,410,258
Multiline Retail — 0.4%
Big Lots, Inc.(a)(b)	9,200		266,616
Family Dollar Stores, Inc.	14,300		397,969
J.C. Penney Co., Inc.	23,800		633,318
Kohl’s Corp.(a)	31,900		1,720,367
Macy’s, Inc.	44,874		752,088
Nordstrom, Inc.(b)	15,800		593,764
Sears Holdings Corp.(a)(b)	5,042		420,755
Target Corp.	80,000		3,869,600
			8,654,477
Multi-Utilities — 0.7%
Ameren Corp.	24,500		684,775
CenterPoint Energy, Inc.	41,800		606,518
CMS Energy Corp.(b)	28,800		451,008
Consolidated Edison, Inc.	29,100		1,322,013
Dominion Resources, Inc.	62,932		2,449,313
DTE Energy Co.	16,600		723,594
Integrys Energy Group, Inc.	8,120		340,959
NiSource, Inc.	28,000		430,640
PG&E Corp.	38,600		1,723,490
Public Service Enterprise Group, Inc.	53,400		1,775,550
SCANA Corp.	11,300		425,784
Sempra Energy	25,619		1,434,152
TECO Energy, Inc.	20,500		332,510
Wisconsin Energy Corp.	12,300		612,909
Xcel Energy, Inc.	49,310		1,046,358
			14,359,573
Office Electronics
Xerox Corp.	97,300		823,158
Oil, Gas & Consumable Fuels — 4.8%
Anadarko Petroleum Corp.	52,654		3,286,663
Apache Corp.	36,014		3,715,564
Cabot Oil & Gas Corp.	11,500		501,285
Chesapeake Energy Corp.	68,300		1,767,604
Chevron Corp.	214,922		16,546,845
ConocoPhillips	159,177		8,129,169
Consol Energy, Inc.	18,600		926,280
Denbury Resources, Inc.(a)(b)	25,500		377,400
Devon Energy Corp.	48,300		3,550,050
El Paso Corp.	75,136		738,587

COMMON STOCKS (continued)	Shares	Value (Note 2)
Oil, Gas & Consumable Fuels (continued)
EOG Resources, Inc.	27,200	$	2,646,560
Exxon Mobil Corp.	506,940		34,568,238
Hess Corp.	30,900		1,869,450
Marathon Oil Corp.	76,982		2,403,378
Massey Energy Co.	8,800		369,688
Murphy Oil Corp.	19,900		1,078,580
Noble Energy, Inc.	18,600		1,324,692
Occidental Petroleum Corp.	86,200		7,012,370
Peabody Energy Corp.	27,900		1,261,359
Pioneer Natural Resources Co.	11,000		529,870
Range Resources Corp.	16,900		842,465
Southwestern Energy Co.(a)	37,000		1,783,400
Spectra Energy Corp.	70,962		1,455,431
Sunoco, Inc.	10,300		268,830
Tesoro Corp.(b)	15,000		203,250
Valero Energy Corp.	61,400		1,028,450
Williams Cos., Inc. (The)	63,600		1,340,688
XTO Energy, Inc.	62,241		2,896,074
			102,422,220
Paper & Forest Products — 0.1%
International Paper Co.	46,973		1,257,937
MeadWestvaco Corp.	16,514		472,796
Weyerhaeuser Co.	23,000		992,220
			2,722,953
Personal Products — 0.1%
Avon Products, Inc.	45,700		1,439,550
Estee Lauder Cos., Inc. (The) (Class A Stock)	12,500		604,500
Mead Johnson Nutrition Co. (Class A Stock)	17,867		780,788
			2,824,838
Pharmaceuticals — 3.2%
Abbott Laboratories	166,100		8,967,739
Allergan, Inc.	33,500		2,110,835
Bristol-Myers Squibb Co.(b)	186,270		4,703,317
Eli Lilly & Co.	107,100		3,824,541
Forest Laboratories, Inc.(a)	31,100		998,621
Johnson & Johnson	295,348		19,023,365
King Pharmaceuticals, Inc.(a)	23,866		292,836
Merck & Co., Inc.	327,333		11,960,748
Mylan, Inc.(a)(b)	30,900		569,487
Pfizer, Inc.	864,670		15,728,347
Watson Pharmaceuticals, Inc.(a)(b)	12,400		491,164
			68,671,000
Professional Services — 0.1%
Dun & Bradstreet Corp.	5,800		489,346
Equifax, Inc.	12,700		392,303
Monster Worldwide, Inc.(a)	16,200		281,880
Robert Half International, Inc.(b)	15,700		419,661
			1,583,190
Real Estate Investment Trusts — 0.6%
Apartment Investment & Management Co. (Class A Stock)	15,633		248,877
AvalonBay Communities, Inc.(b)	9,675		794,414
Boston Properties, Inc.	15,100		1,012,757

SEE NOTES TO FINANCIAL STATEMENTS.

A5

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Real Estate Investment Trusts (continued)
Equity Residential(b)	31,000	$	1,047,180
HCP, Inc.	31,500		962,010
Health Care REIT, Inc.	13,300		589,456
Host Hotels & Resorts, Inc.(b)	66,782		779,346
Kimco Realty Corp.(b)	39,000		527,670
Plum Creek Timber Co., Inc.(b)	19,400		732,544
ProLogis(b)	48,600		665,334
Public Storage	14,400		1,172,880
Simon Property Group, Inc.(b)	30,643		2,445,311
Ventas, Inc.	17,200		752,328
Vornado Realty Trust(b)	18,025		1,260,669
			12,990,776
Real Estate Management & Development
CB Richard Ellis Group, Inc. (Class A Stock)(a)(b)	28,100		381,317
Road & Rail — 0.5%
Burlington Northern Santa Fe Corp.	28,200		2,781,084
CSX Corp.	42,600		2,065,674
Norfolk Southern Corp.	38,500		2,018,170
Ryder System, Inc.	4,900		201,733
Union Pacific Corp.	53,200		3,399,480
			10,466,141
Semiconductors & Semiconductor Equipment — 1.3%
Advanced Micro Devices, Inc.(a)	68,800		665,984
Altera Corp.(b)	30,800		697,004
Analog Devices, Inc.	29,700		937,926
Applied Materials, Inc.	145,000		2,021,300
Broadcom Corp. (Class A Stock)(a)	46,450		1,460,853
Intel Corp.	596,100		12,160,440
KLA-Tencor Corp.	19,100		690,656
Linear Technology Corp.	23,300		711,582
LSI Corp.(a)	72,800		437,528
MEMC Electronic Materials, Inc.(a)(b)	25,400		345,948
Microchip Technology, Inc.	19,700		572,482
Micron Technology, Inc.(a)(b)	89,600		946,176
National Semiconductor Corp.	21,700		333,312
Novellus Systems, Inc.(a)	10,400		242,736
NVIDIA Corp.(a)(b)	58,450		1,091,846
Teradyne, Inc.(a)(b)	23,500		252,155
Texas Instruments, Inc.	138,000		3,596,280
Xilinx, Inc.(b)	27,900		699,174
			27,863,382
Software — 2.2%
Adobe Systems, Inc.(a)	56,300		2,070,714
Autodesk, Inc.(a)(b)	23,700		602,217
BMC Software, Inc.(a)	19,900		797,990
CA, Inc.	43,364		973,956
Citrix Systems, Inc.(a)(b)	20,500		853,005
Compuware Corp.(a)	21,200		153,276
Electronic Arts, Inc.(a)(b)	33,000		585,750
Intuit, Inc.(a)	35,500		1,090,205
McAfee, Inc.(a)(b)	16,400		665,348
Microsoft Corp.	825,300		25,163,397
Novell, Inc.(a)	35,200		146,080
Oracle Corp.	417,300		10,240,542
Red Hat, Inc.(a)	18,800		580,920

COMMON STOCKS (continued)	Shares	Value (Note 2)
Software (continued)
Salesforce.com, Inc.(a)	10,800	$	796,716
Symantec Corp.(a)	88,978		1,591,816
			46,311,932
Specialty Retail — 1.0%
Abercrombie & Fitch Co. (Class A Stock)	8,700		303,195
AutoNation, Inc.(a)(b)	11,474		219,727
AutoZone, Inc.(a)(b)	3,300		521,631
Bed Bath & Beyond, Inc.(a)(b)	28,800		1,112,544
Best Buy Co., Inc.	35,925		1,417,600
GameStop Corp. (Class A Stock)(a)(b)	19,400		425,636
Gap, Inc. (The)	53,800		1,127,110
Home Depot, Inc. (The)	180,650		5,226,205
Limited Brands, Inc.	31,106		598,479
Lowe’s Cos., Inc.	157,400		3,681,586
Office Depot, Inc.(a)	27,800		179,310
O’Reilly Automotive, Inc.(a)	11,200		426,944
RadioShack Corp.	11,900		232,050
Ross Stores, Inc.	8,300		354,493
Sherwin-Williams Co. (The)(b)	10,300		634,995
Staples, Inc.	77,849		1,914,307
Tiffany & Co.	14,400		619,200
TJX Cos., Inc.	45,000		1,644,750
			20,639,762
Textiles, Apparel & Luxury Goods — 0.2%
Coach, Inc.	35,500		1,296,815
NIKE, Inc. (Class B Stock)	41,700		2,755,119
Polo Ralph Lauren Corp. (Class A Stock)	6,500		526,370
VF Corp.	9,200		673,808
			5,252,112
Thrifts & Mortgage Finance — 0.1%
Hudson City Bancorp, Inc.(b)	58,500		803,205
People’s United Financial, Inc.	42,300		706,410
			1,509,615
Tobacco — 0.8%
Altria Group, Inc.	219,500		4,308,785
Lorillard, Inc.	17,047		1,367,681
Philip Morris International, Inc.	205,300		9,893,407
Reynolds American, Inc.	17,800		942,866
			16,512,739
Trading Companies & Distributors — 0.1%
Fastenal Co.(b)	14,700		612,108
W.W. Grainger, Inc.	6,900		668,127
			1,280,235
Wireless Telecommunication Services — 0.1%
American Tower Corp. (Class A Stock)(a)	43,100		1,862,351
MetroPCS Communications, Inc.(a)	26,000		198,380
Sprint Nextel Corp.(a)	312,277		1,142,934
			3,203,665
TOTAL COMMON STOCKS (cost $824,429,851)			1,058,711,645

SEE NOTES TO FINANCIAL STATEMENTS.

A6

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

ASSET-BACKED SECURITIES — 0.7%	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
ARES CLO Funds (Cayman Islands), Ser. 2003-7AW, Class A1A, 144A(d)	A2	0.625%	05/08/15	$	2,460	$	2,318,943
Ballyrock CDO Ltd. (Cayman Islands), Ser. 2003-2A, Class A, 144A(d)	Aa2	0.799%	11/20/15		2,771		2,577,114
Bank of America Credit Card Trust, Ser. 2006-C5, Class C5(d)	Baa1	0.633%	01/15/16		4,159		3,584,655
Chatham Light CLO Ltd. (Cayman Islands), Ser. 2005-2A, Class A1, 144A(d)	Aa1	0.531%	08/03/19		495		450,560
Citibank Credit Card Issuance Trust, Ser. 2006-C1, Class C1(d)	Baa2	0.633%	02/20/15		1,500		1,371,253
Granite Ventures Ltd. (Cayman Islands), Ser. 2005-2A, Class A1, 144A(d)	Aaa	0.544%	12/15/17		3,200		2,992,000
Mountain Capital CLO Ltd. (Cayman Islands), Ser. 2004-3A, Class A1LA, 144A(d)	Aaa	0.688%	02/15/16		2,336		2,219,029
SVO VOI Mortgage Corp., Ser. 2005-AA, Class A, 144A	Aaa	5.250%	02/20/21		477		440,041
TOTAL ASSET-BACKED SECURITIES (cost $16,652,160)							15,953,595
BANK LOANS — 0.7%
Automotive
Oshkosh Truck Corp.(d)(e)	B2	6.269%	12/06/13		211		210,446
Cable
Insight Midwest Holding LLC(d)(e)	B1	1.790%	10/06/13		1,005		943,627
Consumer
Pilot Travel Centers LLC(d)(e)	Ba2	TBA	12/31/15		300		301,197
Electric — 0.1%
NRG Energy(d)(e)	Baa3	0.151%	02/01/13		177		168,299
NRG Energy(d)(e)	Baa3	1.996%	02/01/13		301		285,544
Texas Competitive Electric Holdings Co. LLC(d)(e)	B1	3.735%	10/10/14		978		794,219
							1,248,062
Healthcare & Pharmaceutical — 0.3%
DaVita, Inc.(d)(e)	Ba1	1.748%	10/05/12		1,200		1,161,667
HCA, Inc.(d)(e)	Ba3	2.501%	11/18/13		1,481		1,412,592
Health Management Associates, Inc. Term B(d)(e)	B1	2.001%	02/28/14		1,104		1,026,794
Warner Chilcott Corp.(d)(e)	B1	5.500%	10/30/14		979		979,572
Warner Chilcott Corp.(d)(e)	B1	5.750%	04/30/15		1,077		1,077,530
Warner Chilcott Corp.(d)(e)	B1	5.750%	04/30/15		489		489,786
							6,147,941
Media & Entertainment — 0.1%
Discovery Communications, Inc.(d)(e)	Baa3	5.250%	05/14/14		953		960,541
Paper
Domtar, Inc.(d)(e)	Baa3	1.608%	03/05/14		523		507,854
Pipelines & Other
Enterprise GP Holdings LP(d)(e)	Ba2	2.514%	11/08/14		980		934,675
Technology — 0.2%
Fidelity National Information Services, Inc.(d)(e)	Ba1	4.481%	01/18/12		119		118,711
First Data Corp.(d)(e)	B1	2.983%	09/24/14		1,075		952,492
First Data Corp.(d)(e)	B1	2.999%	09/24/14		1,466		1,296,715
Flextronics International Ltd. (Singapore)(d)(e)	Ba1	2.514%	10/01/14		759		701,727
Flextronics International Ltd. (Singapore)(d)(e)	Ba1	2.534%	10/01/14		218		201,646
Sensata Technologies (Netherlands)(d)(e)	B2	2.031%	04/27/13		335		297,216
							3,568,507
TOTAL BANK LOANS (cost $15,512,638)							14,822,850
COLLATERALIZED MORTGAGE OBLIGATIONS — 0.5%
Banc of America Alternative Loan Trust, Ser. 2005-12, Class 3CB1	B3	6.000%	01/25/36		3,139		2,382,756
Banc of America Mortgage Securities, Inc., Ser. 2005-A, Class 2A1(d)	Ba1	4.439%	02/25/35		848		651,136

SEE NOTES TO FINANCIAL STATEMENTS.

A7

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COLLATERALIZED MORTGAGE OBLIGATIONS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Banc of America Mortgage Securities, Inc., Ser. 2005-B, Class 2A1(d)	Ba2	4.375%	03/25/35	$	834	$	660,569
Chase Mortgage Finance Corp., Ser. 2007-A1, Class 1A5(d)	Ba2	3.899%	02/25/37		2,347		2,168,044
Countrywide Alternative Loan Trust, Ser. 2004-18CB, Class 3A1	A1	5.250%	09/25/19		1,289		1,247,205
JPMorgan Mortgage Trust, Ser. 2007-A1, Class 4A1(d)	B1	4.067%	07/25/35		1,483		1,333,000
Master Alternative Loans Trust, Ser. 2004-4, Class 4A1	Aaa	5.000%	04/25/19		351		331,413
Structured Adjustable Rate Mortgage Loan Trust, Ser. 2004-1, Class 4A3(d)	A1	3.586%	02/25/34		822		680,196
Washington Mutual Alternative Mortgage Pass-Thru Certificates, Ser. 2005-1, Class 3A	AAA(f)	5.000%	03/25/20		841		644,645
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (cost $11,907,535)							10,098,964
COMMERCIAL MORTGAGE-BACKED SECURITIES — 4.8%
Banc of America Commercial Mortgage, Inc., Ser. 2004-2, Class A4	Aaa	4.153%	11/10/38		3,680		3,666,890
Banc of America Commercial Mortgage, Inc., Ser. 2005-1, Class ASB(d)	AAA(f)	4.965%	11/10/42		834		856,127
Banc of America Commercial Mortgage, Inc., Ser. 2006-4, Class A3A	Aaa	5.600%	07/10/46		2,000		2,031,327
Banc of America Commercial Mortgage, Inc., Ser. 2007-3, Class A2(d)	Aaa	5.658%	06/10/49		5,730		5,829,967
Bear Stearns Commercial Mortgage Securities, Ser. 2005-T18, Class AAB(d)	Aaa	4.823%	02/13/42		2,250		2,271,335
Bear Stearns Commercial Mortgage Securities, Ser. 2005-T20, Class AAB(d)	Aaa	5.133%	10/12/42		3,000		3,076,364
Bear Stearns Commercial Mortgage Securities, Ser. 2006-PW11, Class A4(d)	AAA(f)	5.456%	03/11/39		1,200		1,172,916
Commercial Mortgage Acceptance Corp., Ser. 1998-C2, Class F, 144A(d)	A-(f)	5.440%	09/15/30		890		847,827
Commercial Mortgage Loan Trust, Ser. 2008-LS1, Class A2(d)	Aaa	6.019%	12/10/49		2,100		2,154,120
Commercial Mortgage Pass-Thru Certificates, Ser. 2006-C7, Class A4(d)	AAA(f)	5.768%	06/10/46		4,000		3,922,356
Commercial Mortgage Pass-Thru Certificate, Ser. 2004-LB2A, Class X2, I/O, 144A(d)	AAA(f)	0.862%	03/10/39		10,893		97,658
Commercial Mortgage Pass-Thru Certificate, Ser. 2006-C8, Class A2B	Aaa	5.248%	12/10/46		3,740		3,755,383
Credit Suisse Mortgage Capital Certificates, Ser. 2006-C1, Class A4(d)	AAA(f)	5.548%	02/15/39		4,330		4,265,238
CS First Boston Mortgage Securities Corp., Ser. 2004-C4, Class A4	Aaa	4.283%	10/15/39		1,500		1,501,399
CS First Boston Mortgage Securities Corp., Ser. 2005-C5, Class A4(d)	AAA(f)	5.100%	08/15/38		3,000		2,890,196
CW Capital Cobalt Ltd., Ser. 2007-C3, Class A3(d)	AAA(f)	5.820%	05/15/46		2,100		2,033,124
DLJ Commercial Mortgage Corp., Ser. 2000-CF1, Class A1B	AAA(f)	7.620%	06/10/33		674		675,487
GE Commercial Mortgage Corp., Ser. 2004-C2, Class X2, I/O, 144A(d)	Aaa	0.598%	03/10/40		20,836		148,871
GMAC Commercial Mortgage Securities, Inc., Ser. 2005-C1, Class A5	AAA(f)	4.697%	05/10/43		2,610		2,546,133
Greenwich Capital Commercial Funding Corp., Ser. 2005-GG5, Class A5(d)	Aaa	5.224%	04/10/37		1,400		1,326,094
Greenwich Capital Commercial Funding Corp., Ser. 2007-GG9, Class A2	Aaa	5.381%	03/10/39		4,000		4,052,193
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2005-LDP1, Class ASB(d)	Aaa	4.853%	03/15/46		3,571		3,628,680
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2005-LDP2, Class ASB	Aaa	4.659%	07/15/42		6,380		6,446,264
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2005-LDP5, Class A4(d)	Aaa	5.179%	12/15/44		3,630		3,593,597
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2006-CB16, Class ASB	Aaa	5.523%	05/12/45		2,000		1,979,266
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2006-LDP6, Class A4(d)	Aaa	5.475%	04/15/43		2,436		2,343,960

SEE NOTES TO FINANCIAL STATEMENTS.

A8

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2006-LDP6, Class X2, I/O(d)	Aaa	0.066%	04/15/43	$	131,659	$	388,025
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2007-LD11, Class A2(d)	Aaa	5.803%	06/15/49		2,000		2,053,856
LB-UBS Commercial Mortgage Trust, Ser. 2004-C6, Class A5(d)	AAA(f)	4.826%	08/15/29		5,000		4,771,222
LB-UBS Commercial Mortgage Trust, Ser. 2005-C3, Class A5	Aaa	4.739%	07/15/30		695		672,340
LB-UBS Commercial Mortgage Trust, Ser. 2006-C6, Class AAB	Aaa	5.341%	09/15/39		4,280		4,219,426
Merrill Lynch Mortgage Trust, Ser. 2004-KEY2, Class A3	Aaa	4.615%	08/12/39		1,900		1,867,012
Merrill Lynch Mortgage Trust, Ser. 2006-C1, Class A4(d)	AAA(f)	5.656%	05/12/39		3,400		3,322,772
Merrill Lynch/Countrywide Commercial Mortgage Trust, Ser. 2006-2, Class A4(d)	Aaa	5.909%	06/12/46		2,210		2,169,588
Merrill Lynch/Countrywide Commercial Mortgage Trust, Ser. 2007-5, Class A3	Aaa	5.364%	08/12/48		440		405,514
Morgan Stanley Capital I, Ser. 2006-IQ11, Class A4(d)	AAA(f)	5.770%	10/15/42		2,600		2,572,110
Morgan Stanley Capital I, Ser. 2007-HQ11, Class AAB	Aaa	5.444%	02/12/44		4,400		4,249,671
Morgan Stanley Capital I, Ser. 2007-T27, Class AAB(d)	AAA(f)	5.650%	06/11/42		1,040		1,037,485
Wachovia Bank Commercial Mortgage Trust, Ser. 2006-C25, Class A3(d)	Aaa	5.705%	05/15/43		2,000		2,012,176
Wachovia Bank Commercial Mortgage Trust, Ser. 2006-C25, Class A4(d)	Aaa	5.740%	05/15/43		5,188		5,111,173
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (cost $98,363,723)							101,965,142
CORPORATE BONDS — 13.5%
Aerospace & Defense — 0.2%
BAE Systems Holdings, Inc., Gtd. Notes, 144A	Baa2	4.750%	08/15/10		2,000		2,030,348
BAE Systems Holdings, Inc., Gtd. Notes, 144A	Baa2	6.375%	06/01/19		600		645,401
Boeing Capital Corp., Sr. Unsec’d. Notes	A2	6.100%	03/01/11		975		1,030,604
Goodrich Corp., Sr. Unsec’d. Notes	Baa2	6.800%	07/01/36		711		762,265
							4,468,618
Airlines — 0.2%
American Airlines Pass-Through Trust 2001-01, Pass-Thru Certs., Ser. 01-1	B2	6.817%	05/23/11		2,420		2,323,200
Continental Airlines, Inc., Pass-Thru Certs., Ser. 981A	Baa2	6.648%	09/15/17		245		236,752
Continental Airlines, Inc., Pass-Thru Certs., Ser. 01A1(e)	Baa2	6.703%	06/15/21		142		131,982
Continental Airlines, Inc., Pass-Thru Certs., Ser. A(b)	Baa2	7.250%	11/10/19		725		737,687
Delta Air Lines, Inc., Pass-thru Certs., Ser. 071A	Baa1	6.821%	08/10/22		438		417,981
Southwest Airlines Co., Sr. Unsec’d. Notes	Baa3	6.500%	03/01/12		965		1,026,828
							4,874,430
Automotive
Harley-Davidson Funding Corp., Gtd. Notes, 144A, MTN	Baa1	5.750%	12/15/14		495		502,558
Johnson Controls, Inc., Sr. Unsec’d. Notes	Baa2	5.500%	01/15/16		235		239,012
							741,570
Banking — 2.7%
American Express Co., Sr. Unsec’d. Notes	A3	8.125%	05/20/19		4,015		4,758,020
Banco Bradesco SA (Cayman Islands), Sub. Notes	A2	8.750%	10/24/13		1,690		1,977,300
Bank of America Corp., Jr. Sub. Notes(d)	Ba3	8.000%	12/29/49		2,100		2,021,754
Bank of America Corp., Sr. Unsec’d. Notes	A2	7.625%	06/01/19		1,400		1,619,586
Bank of America NA, Sub. Notes	A1	5.300%	03/15/17		850		833,076
Bank of America NA, Sub. Notes	A1	6.000%	10/15/36		1,300		1,256,222
Bank One Corp., Sub. Notes	A1	7.875%	08/01/10		2,500		2,606,475
Bear Stearns Cos., Inc. (The), Sr. Unsec’d. Notes	Aa3	5.300%	10/30/15		550		581,712
Bear Stearns Cos., Inc. (The), Sr. Unsec’d. Notes	Aa3	6.400%	10/02/17		270		294,322
Bear Stearns Cos., Inc. (The), Sr. Unsec’d. Notes	Aa3	7.250%	02/01/18		1,135		1,302,813
Capital One Bank Corp., Sub. Notes	A3	6.500%	06/13/13		10		10,750
Capital One Capital V, Gtd. Notes	Baa2	10.250%	08/15/39		555		645,188
Capital One Capital VI, Gtd. Notes	Baa2	8.875%	05/15/40		1,130		1,203,450

SEE NOTES TO FINANCIAL STATEMENTS.

A9

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Banking (continued)
Capital One Financial Corp., Sr. Unsec’d. Notes, MTN	Baa1	5.700%	09/15/11	$	570	$	598,711
Citigroup, Inc., Sub. Notes	Baa1	5.625%	08/27/12		1,900		1,954,281
Citigroup, Inc., Sub. Notes	Baa1	6.125%	08/25/36		725		621,756
Citigroup, Inc., Sr. Unsec’d. Notes	A3	6.875%	03/05/38		790		788,434
Citigroup, Inc., Sr. Unsec’d. Notes(b)	A3	8.125%	07/15/39		415		468,389
Citigroup, Inc., Unsec’d. Notes	A3	8.500%	05/22/19		600		692,852
Countrywide Financial Corp., Gtd. Notes, MTN	A2	5.800%	06/07/12		1,160		1,231,353
DEPFA ACS Bank (Ireland), Covered Notes, 144A	Aa2	5.125%	03/16/37		1,325		973,849
Discover Bank/Greenwood DE, Sub. Notes	Ba1	8.700%	11/18/19		900		964,219
Goldman Sachs Group, Inc. (The), Sr. Unsec’d. Notes	A1	5.450%	11/01/12		580		623,604
Goldman Sachs Group, Inc. (The), Sub. Notes	A2	5.625%	01/15/17		765		781,340
Goldman Sachs Group, Inc. (The), Sub. Notes	A2	6.450%	05/01/36		1,770		1,743,356
Goldman Sachs Group, Inc. (The), Sub. Notes	A2	6.750%	10/01/37		113		116,151
Goldman Sachs Group, Inc. (The), Sr. Unsec’d. Notes(b)	A1	7.500%	02/15/19		2,400		2,797,927
ICICI Bank Ltd. (India), Bonds, 144A(d)	Baa2	0.824%	01/12/10		1,880		1,876,302
ICICI Bank Ltd. (Singapore), Notes, 144A	Baa2	5.750%	11/16/10		1,670		1,705,280
JPMorgan Chase & Co., Jr. Sub. Notes, Ser. 1(d)	Baa1	7.900%	04/29/49		2,000		2,062,920
JPMorgan Chase & Co., Sr. Unsec’d. Notes	Aa3	4.600%	01/17/11		175		181,052
JPMorgan Chase Capital XXVI(Capital Security, fixed to floating preferred)	A2	8.000%	05/15/48		28		752,080
JPMorgan Chase Capital XXVII, Gtd. Notes, Ser. AA(b)	A2	7.000%	11/01/39		1,500		1,512,770
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes, Ser. C, MTN	A2	4.250%	02/08/10		1,470		1,475,085
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes	A2	4.790%	08/04/10		375		382,750
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes, Ser. C, MTN	A2	5.000%	01/15/15		190		193,235
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes, MTN	A2	5.770%	07/25/11		355		375,284
Merrill Lynch & Co., Inc., Notes, MTN	A2	6.875%	04/25/18		1,230		1,325,249
Morgan Stanley, Sr. Unsec’d. Notes	A2	5.300%	03/01/13		30		31,620
Morgan Stanley, Sr. Unsec’d. Notes, Ser. E	A2	5.450%	01/09/17		2,530		2,557,111
Morgan Stanley, Sr. Unsec’d. Notes, MTN	A2	5.625%	09/23/19		2,110		2,125,424
Morgan Stanley, Sr. Unsec’d. Notes, MTN	A2	5.950%	12/28/17		600		618,864
MUFG Capital Finance Corp. Ltd. (Cayman Islands), Gtd. Notes.(d)	A2	6.346%	07/25/49		800		728,117
PNC Funding Corp., Gtd. Notes.(b)	A3	6.700%	06/10/19		885		990,294
Royal Bank of Scotland Group PLC (United Kingdom), Sr. Unsec’d. Notes, MTN	A1	6.400%	10/21/19		1,775		1,769,302
Santander Central Hispano Issuances Ltd. (Cayman Islands), Gtd. Notes.	Aa3	7.625%	09/14/10		805		843,848
USB Capital XIII Trust, Gtd. Notes	A2	6.625%	12/15/39		755		767,337
Wells Fargo Bank NA, Sub. Notes	Aa3	6.450%	02/01/11		90		95,044
Wells Fargo Capital XIII, Gtd. Notes, Ser. G, MTN(d)	Ba1	7.700%	12/29/49		1,000		970,000
							56,805,858
Brokerage
Lehman Brothers Holdings, Inc., Sr. Unsec’d. Notes, MTN(h)	NR	5.250%	02/06/12		1,850		360,750
Lehman Brothers Holdings, Inc., Sr. Unsec’d. Notes, MTN(h)	NR	6.875%	05/02/18		700		145,250
							506,000
Building Materials & Construction — 0.1%
Hanson Ltd. (United Kingdom), Gtd. Notes(b)	B1	7.875%	09/27/10		1,270		1,316,012
Lafarge SA (France), Sr. Unsec’d. Notes	Baa3	6.150%	07/15/11		1,100		1,146,291
							2,462,303
Cable — 0.5%
Comcast Cable Communications Holdings, Inc., Gtd. Notes	Baa1	9.455%	11/15/22		115		147,907
Comcast Cable Holdings LLC, Sr. Unsec’d. Notes	Baa1	9.875%	06/15/22		1,440		1,754,313
Comcast Corp., Gtd. Notes	Baa1	6.400%	05/15/38		310		318,998
Comcast Corp., Gtd. Notes	Baa1	6.950%	08/15/37		290		316,069
COX Communications, Inc., Sr. Unsec’d. Notes	Baa3	6.750%	03/15/11		1,195		1,256,475
DIRECTV Holdings LLC / DIRECTV Financing Co., Inc., Gtd. Notes, 144A	Ba2	4.750%	10/01/14		1,940		1,977,512

SEE NOTES TO FINANCIAL STATEMENTS.

A10

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Cable (continued)
DISH DBS Corp., Gtd. Notes	Ba3	6.375%	10/01/11	$	1,000	$	1,032,500
Time Warner Cable, Inc., Gtd. Notes	Baa2	5.400%	07/02/12		2,410		2,574,914
Time Warner Cable, Inc., Gtd. Notes(b)	Baa2	6.750%	06/15/39		1,340		1,403,389
							10,782,077
Capital Goods — 0.2%
Erac USA Finance Co., Gtd. Notes, 144A (original cost $459,646; purchased 10/10/07)(e)(i)	Baa2	5.800%	10/15/12		460		482,332
Erac USA Finance Co., Gtd. Notes, 144A (original cost $1,195,904; purchased 10/10/07)(e)(i)	Baa2	6.375%	10/15/17		1,198		1,210,060
Erac USA Finance Co., Gtd. Notes, 144A (original cost $386,623; purchased 10/10/07)(e)(i)	Baa2	7.000%	10/15/37		390		381,735
FedEx Corp., Gtd. Notes	Baa2	7.250%	02/15/11		480		508,389
General Electric Co., Sr. Unsec’d. Notes	Aa2	5.250%	12/06/17		320		326,997
Trane US, Inc., Gtd. Notes(b)	BBB+(f)	7.625%	02/15/10		1,000		1,006,004
United Technologies Corp., Sr. Unsec’d. Notes	A2	5.375%	12/15/17		515		548,809
							4,464,326
Chemicals — 0.3%
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3	6.125%	02/01/11		690		719,303
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3	7.600%	05/15/14		1,600		1,820,627
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3	8.550%	05/15/19		1,000		1,193,145
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3	9.400%	05/15/39		40		52,886
ICI Wilmington, Inc., Gtd. Notes	Baa1	5.625%	12/01/13		780		814,118
PPG Industries, Inc., Sr. Unsec’d. Notes	Baa1	5.750%	03/15/13		1,500		1,601,533
Union Carbide Corp., Sr. Unsec’d. Notes	Ba2	7.500%	06/01/25		500		459,719
							6,661,331
Consumer — 0.3%
Avon Products, Inc., Sr. Unsec’d. Notes	A2	5.750%	03/01/18		1,400		1,502,431
Fortune Brands, Inc., Sr. Unsec’d. Notes(b)	Baa3	6.375%	06/15/14		2,190		2,345,391
Newell Rubbermaid, Inc., Sr. Unsec’d. Notes	Baa3	6.250%	04/15/18		1,600		1,580,965
Whirlpool Corp., Sr. Unsec’d. Notes	Baa3	6.125%	06/15/11		1,045		1,086,092
							6,514,879
Electric — 1.2%
Appalachian Power Co., Sr. Unsec’d. Notes, Ser. J	Baa2	4.400%	06/01/10		790		798,840
Arizona Public Service Co., Sr. Unsec’d. Notes	Baa2	6.250%	08/01/16		170		179,731
Arizona Public Service Co., Sr. Unsec’d. Notes	Baa2	6.375%	10/15/11		1,250		1,338,110
Baltimore Gas & Electric Co., Sr. Unsec’d. Notes	Baa2	6.350%	10/01/36		530		544,395
Carolina Power & Light Co., First Mtge. Bonds	A1	5.250%	12/15/15		660		721,722
CenterPoint Energy Houston Electric LLC, Genl. Ref. Mtge., Ser. J2	Baa1	5.700%	03/15/13		1,070		1,137,349
CenterPoint Energy Houston Electric LLC, Genl. Ref. Mtge., Ser. K2	Baa1	6.950%	03/15/33		300		331,749
Consolidated Edison Co. of NY, Inc., Sr. Unsec’d. Notes, Ser. 05-C	A3	5.375%	12/15/15		820		886,148
Consolidated Edison Co. of NY, Inc., Sr. Unsec’d. Notes, Ser. 08-B(b)	A3	6.750%	04/01/38		130		148,211
Consumers Energy Co., First Mtge. Bonds, Ser. D	A3	5.375%	04/15/13		435		467,075
Duke Energy Carolinas LLC, First Mtge. Bonds	A1	6.050%	04/15/38		530		564,305
Duke Energy Carolinas LLC, Sr. Unsec’d. Notes	A3	6.100%	06/01/37		920		965,270
E.ON International Finance BV (Netherlands), Gtd. Notes, 144A	A2	6.650%	04/30/38		930		1,057,495
El Paso Electric Co., Sr. Unsec’d. Notes	Baa2	6.000%	05/15/35		845		759,902
Empresa Nacional de Electricidad S.A. (Chile), Unsub. Notes	Baa3	8.625%	08/01/15		1,160		1,374,969
ENEL Finance International SA (Luxembourg), Gtd. Notes, 144A	A2	6.000%	10/07/39		1,260		1,266,669
Energy East Corp., Sr. Unsec’d. Notes	A3	6.750%	09/15/33		140		146,075
Exelon Corp., Sr. Unsec’d. Notes	Baa1	4.900%	06/15/15		195		201,162
Exelon Generation Co. LLC, Sr. Unsec’d. Notes	A3	6.250%	10/01/39		1,375		1,400,893
FirstEnergy Solutions Corp., Gtd. Notes	Baa2	6.050%	08/15/21		620		625,460
Florida Power & Light Co., First Mtge. Bonds	Aa2	5.950%	10/01/33		380		397,770
Georgia Power Co., Sr. Unsec’d. Notes, Ser. B	A2	5.700%	06/01/17		470		509,987
Indiana Michigan Power Co., Sr. Unsec’d. Notes, Ser. INDF	Baa2	5.050%	11/15/14		575		596,427

SEE NOTES TO FINANCIAL STATEMENTS.

A11

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Electric (continued)
Korea Hydro & Nuclear Power Co. Ltd. (South Korea), Sr. Unsec’d. Notes, 144A(b)	A2	6.250%	06/17/14	$	1,555	$	1,696,674
Midamerican Energy Holdings Co., Sr. Unsec’d. Notes	Baa1	5.750%	04/01/18		210		221,334
Midamerican Energy Holdings Co., Sr. Unsec’d. Notes	Baa1	5.950%	05/15/37		325		325,364
Nevada Power Co., Genl. Ref. Mtge., Ser. O	Baa3	6.500%	05/15/18		1,210		1,294,871
Niagara Mohawk Power Corp., Sr. Unsec’d. Notes, 144A	A3	4.881%	08/15/19		545		540,358
NiSource Finance Corp., Gtd. Notes	Baa3	5.450%	09/15/20		500		484,850
NSTAR	A2	4.500%	11/15/19		605		591,634
Oncor Electric Delivery Co. LLC, Sr. Sec’d. Notes	Baa1	6.375%	01/15/15		465		507,240
Oncor Electric Delivery Co. LLC, Sr. Sec’d. Notes	Baa1	7.000%	09/01/22		545		605,958
Pacific Gas & Electric Co., Sr. Unsec’d. Notes	A3	6.050%	03/01/34		1,610		1,680,895
Public Service Co. of New Mexico, Sr. Unsec’d. Notes	Baa3	7.950%	05/15/18		135		141,318
Public Service Electric & Gas Co., Sec’d. Notes, MTN	A2	5.800%	05/01/37		515		529,936
Southern California Edison Co., Ser. 04-F	A1	4.650%	04/01/15		610		644,973
Xcel Energy, Inc., Sr. Unsec’d. Notes	Baa1	5.613%	04/01/17		263		271,168
Xcel Energy, Inc., Sr. Unsec’d. Notes	Baa1	6.500%	07/01/36		445		468,777
							26,425,064
Energy – Integrated — 0.2%
Cenovus Energy, Inc. (Canada), Sr. Notes, 144A	Baa2	6.750%	11/15/39		975		1,062,803
Hess Corp., Sr. Unsec’d. Notes	Baa2	6.000%	01/15/40		390		386,196
Husky Energy, Inc. (Canada), Sr. Unsec’d. Notes	Baa2	7.250%	12/15/19		300		346,680
TNK-BP Finance SA (Luxembourg), Gtd. Notes, 144A	Baa2	7.500%	07/18/16		1,365		1,399,125
							3,194,804
Energy – Other — 0.3%
Devon Financing Corp. ULC (Canada), Gtd. Notes	Baa1	7.875%	09/30/31		280		350,815
Dolphin Energy Ltd. (United Arab Emirates), Sr. Sec’d. Notes, 144A	Aa3	5.888%	06/15/19		843		851,915
Halliburton Co., Sr. Unsec’d. Notes	A2	5.500%	10/15/10		200		208,137
Nexen, Inc. (Canada), Sr. Unsec’d. Notes	Baa3	6.400%	05/15/37		195		196,466
Pioneer Natural Resources Co., Sr. Unsec’d. Notes	Ba1	6.875%	05/01/18		1,450		1,434,659
Questar Market Resources, Inc., Sr. Unsec’d. Notes(b)	Baa3	6.800%	03/01/20		735		766,094
Valero Energy Corp., Gtd. Notes	Baa2	6.625%	06/15/37		250		234,583
Weatherford International Ltd. (Bermuda), Gtd. Notes	Baa1	6.500%	08/01/36		25		23,876
Woodside Finance Ltd. (Australia), Gtd. Notes, 144A	Baa1	5.000%	11/15/13		1,660		1,698,271
XTO Energy, Inc., Sr. Unsec’d. Notes	Baa2	6.250%	08/01/17		565		639,770
							6,404,586
Foods — 0.7%
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	5.375%	01/15/20		1,100		1,122,285
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	6.875%	11/15/19		1,100		1,228,022
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	8.000%	11/15/39		1,160		1,444,103
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	8.200%	01/15/39		230		290,835
Bunge Ltd. Finance Corp., Gtd. Notes(b)	Baa2	5.350%	04/15/14		1,000		1,022,270
Bunge Ltd. Finance Corp., Gtd. Notes	Baa2	8.500%	06/15/19		860		980,320
Cargill, Inc., Sr. Unsec’d. Notes, 144A (original cost $646,913; purchased 11/19/07)(e)(i)	A2	6.000%	11/27/17		650		692,792
ConAgra Foods, Inc., Sr. Unsec’d. Notes	Baa2	7.875%	09/15/10		62		64,904
Delhaize America, Inc., Gtd. Notes	Baa3	9.000%	04/15/31		660		844,999
Delhaize Group (Belgium), Gtd. Notes	Baa3	6.500%	06/15/17		460		499,575
General Mills, Inc., Sr. Unsec’d. Notes	Baa1	6.000%	02/15/12		975		1,052,684
H.J. Heinz Finance Co., Gtd. Notes, 144A	Baa2	7.125%	08/01/39		405		457,868
Kroger Co. (The), Gtd. Notes	Baa2	6.750%	04/15/12		215		234,824
Kroger Co. (The), Gtd. Notes	Baa2	6.800%	04/01/11		575		610,586
McDonald’s Corp., Sr. Unsec’d. Notes, MTN	A3	6.300%	03/01/38		1,140		1,257,485
Ralcorp Holdings, Inc., Sr. Notes, 144A	Baa3	6.625%	08/15/39		800		780,194
Tyson Foods, Inc., Gtd. Notes	Ba3	7.850%	04/01/16		785		804,625
Yum! Brands, Inc., Sr. Unsec’d. Notes	Baa3	8.875%	04/15/11		235		254,287
							13,642,658

SEE NOTES TO FINANCIAL STATEMENTS.

A12

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Healthcare & Pharmaceutical — 0.7%
Abbott Laboratories, Sr. Unsec’d. Notes	A1	5.875%	05/15/16	$	1,100	$	1,213,288
AmerisourceBergen Corp., Gtd. Notes	Baa3	5.625%	09/15/12		915		974,249
AstraZeneca PLC (United Kingdom), Sr. Unsec’d. Notes	A1	6.450%	09/15/37		480		540,621
Boston Scientific Corp., Sr. Unsec’d. Notes	Ba1	4.500%	01/15/15		885		886,806
Boston Scientific Corp., Sr. Unsec’d. Notes	Ba1	6.000%	01/15/20		570		582,413
CareFusion Corp., Sr. Unsec’d. Notes, 144A	Baa3	6.375%	08/01/19		320		342,567
Genentech, Inc., Sr. Unsec’d. Notes	AA-(f)	4.750%	07/15/15		270		288,974
GlaxoSmithKline Capital, Inc., Gtd. Notes	A1	6.375%	05/15/38		840		930,616
HCA, Inc., Sec’d. Notes	B2	9.250%	11/15/16		1,925		2,066,969
Laboratory Corp. of America Holdings, Sr. Unsec’d. Notes	Baa3	5.625%	12/15/15		560		585,503
Merck & Co., Inc., Gtd. Notes	Aa3	6.000%	09/15/17		842		935,247
Merck & Co., Inc., Gtd. Notes	Aa3	6.550%	09/15/37		330		374,783
Merck & Co., Inc., Sr. Unsec’d. Notes	Aa3	5.750%	11/15/36		280		286,957
Merck & Co., Inc., Sr. Unsec’d. Notes	Aa3	5.950%	12/01/28		205		216,034
Watson Pharmaceuticals, Inc., Sr. Unsec’d. Notes	Ba1	6.125%	08/15/19		440		453,989
Wyeth, Gtd. Notes	A1	5.500%	03/15/13		1,165		1,266,690
Wyeth, Gtd. Notes	A1	5.950%	04/01/37		1,645		1,715,370
Wyeth, Gtd. Notes	A1	6.450%	02/01/24		60		66,842
							13,727,918
Healthcare Insurance — 0.3%
Aetna, Inc., Sr. Unsec’d. Notes	A3	5.750%	06/15/11		430		450,944
Aetna, Inc., Sr. Unsec’d. Notes	A3	6.625%	06/15/36		480		492,191
CIGNA Corp., Sr. Unsec’d. Notes	Baa2	6.150%	11/15/36		640		571,727
Coventry Health Care, Inc., Sr. Unsec’d. Notes	Ba1	6.125%	01/15/15		1,200		1,146,252
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	5.250%	03/15/11		1,470		1,523,226
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.000%	06/15/17		115		120,355
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.500%	06/15/37		400		394,439
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.625%	11/15/37		410		410,734
WellPoint, Inc., Sr. Unsec’d. Notes(b)	Baa1	5.000%	12/15/14		1,085		1,128,746
WellPoint, Inc., Sr. Unsec’d. Notes	Baa1	5.250%	01/15/16		335		338,156
							6,576,770
Insurance — 0.5%
American International Group, Inc., Sr. Unsec’d. Notes	A3	4.250%	05/15/13		655		605,028
AXA SA (France), Sub. Notes	A3	8.600%	12/15/30		230		267,274
Berkshire Hathaway Finance Corp., Gtd. Notes	Aa2	4.750%	05/15/12		425		453,078
Liberty Mutual Group, Inc., Bonds, 144A	Baa2	7.000%	03/15/34		910		779,726
Lincoln National Corp., Sr. Unsec’d. Notes	Baa2	6.300%	10/09/37		476		435,926
Lincoln National Corp., Sr. Unsec’d. Notes	Baa2	8.750%	07/01/19		505		577,015
Marsh & McLennan Cos., Inc., Sr. Unsec’d. Notes	Baa2	5.150%	09/15/10		335		343,427
MetLife, Inc., Sr. Unsec’d. Notes	A3	5.700%	06/15/35		1,185		1,170,281
MetLife, Inc., Sr. Unsec’d. Notes	A3	6.125%	12/01/11		435		467,637
MetLife, Inc., Sr. Unsec’d. Notes	A3	6.375%	06/15/34		85		90,834
MetLife, Inc., Sr. Unsec’d. Notes	A3	6.750%	06/01/16		270		302,357
New York Life Insurance Co., Sub. Notes, 144A	Aa2	6.750%	11/15/39		650		664,736
Pacific Life Insurance Co., Sub. Notes, 144A (original cost $869,582; purchased 06/16/09)(i)	A3	9.250%	06/15/39		870		1,004,620
Teachers Insurance & Annuity Association of America, Notes, 144A	Aa2	6.850%	12/16/39		1,430		1,478,246
Travelers Cos., Inc. (The), Sr. Unsec’d. Notes	A2	6.750%	06/20/36		740		816,821
W.R. Berkley Corp., Sr. Unsec’d. Notes	Baa2	5.600%	05/15/15		705		697,311
W.R. Berkley Corp., Sr. Unsec’d. Notes	Baa2	6.150%	08/15/19		575		545,791
XL Capital Ltd. (Cayman Islands), Sr. Unsec’d. Notes	Baa2	5.250%	09/15/14		110		107,725
							10,807,833
Lodging — 0.2%
Starwood Hotels & Resorts Worldwide, Inc., Sr. Unsec’d. Notes(b)	Ba1	6.250%	02/15/13		1,585		1,634,531
Starwood Hotels & Resorts Worldwide, Inc., Sr. Unsec’d. Notes(b)	Ba1	6.750%	05/15/18		2,700		2,706,750
							4,341,281

SEE NOTES TO FINANCIAL STATEMENTS.

A13

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Media & Entertainment — 0.4%
Gannett Co., Inc., Sr. Unsec’d. Notes	Ba2	6.375%	04/01/12	$	2,500	$	2,500,000
News America, Inc., Gtd. Notes	Baa1	7.625%	11/30/28		1,265		1,351,983
News America, Inc., Gtd. Notes, 144A(b)	Baa1	6.900%	08/15/39		325		354,534
Time Warner, Inc., Gtd. Notes	Baa2	6.750%	04/15/11		725		768,138
Time Warner, Inc., Gtd. Notes	Baa2	7.250%	10/15/17		745		834,342
Time Warner, Inc., Sr. Unsec’d. Notes	Baa2	9.150%	02/01/23		625		754,271
Viacom, Inc., Sr. Unsec’d. Notes(b)	Baa2	6.750%	10/05/37		420		433,304
Viacom, Inc., Sr. Unsec’d. Notes	Baa2	6.875%	04/30/36		620		670,410
							7,666,982
Metals — 0.3%
ArcelorMittal USA Partnership (Canada), Gtd. Notes	Baa3	9.750%	04/01/14		1,720		1,806,000
Newmont Mining Corp., Gtd. Notes	Baa2	6.250%	10/01/39		865		866,034
Rio Tinto Alcan, Inc. (Canada), Sr. Unsec’d. Notes	BBB+(f)	4.500%	05/15/13		255		261,840
Rio Tinto Alcan, Inc. (Canada), Sr. Unsec’d. Notes	BBB+(f)	5.000%	06/01/15		755		775,124
Rio Tinto Finance USA Ltd. (Australia), Gtd. Notes	Baa1	5.875%	07/15/13		500		539,518
Southern Copper Corp., Sr. Unsec’d. Notes	Baa3	7.500%	07/27/35		120		118,901
United States Steel Corp., Sr. Unsec’d. Notes	Ba3	5.650%	06/01/13		2,540		2,527,320
							6,894,737
Non Captive Finance — 0.5%
General Electric Capital Corp., Sr. Unsec’d. Notes, MTN(c).	Aa2	5.550%	05/04/20		1,555		1,541,216
General Electric Capital Corp., Sr. Unsec’d. Notes, MTN	Aa2	5.875%	01/14/38		970		898,107
General Electric Capital Corp., Sr. Unsec’d. Notes, Ser. G, MTN(c)	Aa2	6.000%	08/07/19		3,010		3,124,443
HSBC Finance Corp., Sr. Unsec’d. Notes	A3	5.700%	06/01/11		585		611,158
International Lease Finance Corp., Sr. Unsec’d. Notes	B1	6.375%	03/25/13		1,750		1,438,815
SLM Corp., Sr. Unsec’d. Notes, MTN	Ba1	8.450%	06/15/18		2,825		2,787,577
							10,401,316
Packaging
Sealed Air Corp., Sr. Unsec’d. Notes, 144A	Baa3	6.875%	07/15/33		450		423,363
Paper — 0.1%
International Paper Co., Sr. Unsec’d. Notes	Baa3	7.300%	11/15/39		1,080		1,145,730
International Paper Co., Sr. Unsec’d. Notes	Baa3	7.500%	08/15/21		460		515,417
							1,661,147
Pipelines & Other — 0.3%
DCP Midstream LLC, Sr. Unsec’d. Notes	Baa2	7.875%	08/16/10		1,830		1,902,512
Kinder Morgan Energy Partners LP, Sr. Unsec’d. Notes(b)	Baa2	6.500%	09/01/39		650		655,077
ONEOK Partners LP, Gtd. Notes	Baa2	6.650%	10/01/36		405		413,069
Sempra Energy, Sr. Unsec’d. Notes	Baa1	6.000%	02/01/13		80		85,307
Spectra Energy Capital LLC, Gtd. Notes	Baa2	6.200%	04/15/18		3,310		3,515,266
Spectra Energy Capital LLC, Sr. Unsec’d. Notes	Baa2	6.250%	02/15/13		205		220,418
							6,791,649
Railroads — 0.1%
Burlington Northern Santa Fe Corp., Sr. Unsec’d. Notes	Baa1	6.700%	08/01/28		735		787,815
CSX Corp., Sr. Unsec’d. Notes(b)	Baa3	6.150%	05/01/37		690		699,094
Norfolk Southern Corp., Sr. Unsec’d. Notes	Baa1	5.590%	05/17/25		630		612,441
Norfolk Southern Corp., Sr. Unsec’d. Notes	Baa1	7.800%	05/15/27		24		28,850
Union Pacific Corp., Sr. Unsec’d. Notes	Baa2	6.650%	01/15/11		760		801,627
							2,929,827
Real Estate Investment Trusts — 0.3%
Brandywine Operating Partnership LP, Gtd. Notes	Baa3	5.750%	04/01/12		391		398,545
Mack-Cali Realty LP, Sr. Unsec’d. Notes	Baa2	7.750%	08/15/19		685		708,807
Post Apartment Homes LP, Sr. Unsec’d. Notes	Baa3	5.450%	06/01/12		545		540,774
Post Apartment Homes LP, Sr. Unsec’d. Notes	Baa3	6.300%	06/01/13		650		646,260
Simon Property Group LP, Sr. Unsec’d. Notes	A3	5.750%	05/01/12		1,625		1,707,056
Simon Property Group LP, Sr. Unsec’d. Notes	A3	6.125%	05/30/18		2,700		2,743,168
							6,744,610

SEE NOTES TO FINANCIAL STATEMENTS.

A14

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Retailers — 0.8%
CVS Caremark Corp., Sr. Unsec’d. Notes	Baa2	5.750%	08/15/11	$	1,240	$	1,320,445
CVS Caremark Corp., Sr. Unsec’d. Notes	Baa2	5.750%	06/01/17		1,580		1,667,554
CVS Caremark Corp., Sr. Unsec’d. Notes	Baa2	6.125%	09/15/39		725		718,547
GameStop Corp./GameStop, Inc., Gtd. Notes	Ba1	8.000%	10/01/12		980		1,015,525
Home Depot, Inc. (The) Sr. Unsec’d. Notes	Baa1	5.875%	12/16/36		315		304,056
Kohl’s Corp., Sr. Unsec’d. Notes	Baa1	6.875%	12/15/37		1,000		1,134,152
Lowe’s Cos., Inc., Sr. Unsec’d. Notes	A1	6.500%	03/15/29		345		379,391
Macy’s Retail Holdings, Inc., Gtd. Notes	Ba2	5.350%	03/15/12		330		337,013
Macy’s Retail Holdings, Inc., Gtd. Notes	Ba2	5.875%	01/15/13		2,000		2,055,000
Nordstrom, Inc., Sr. Unsec’d. Notes(b)	Baa2	6.250%	01/15/18		4,500		4,871,115
Target Corp., Sr. Unsec’d. Notes	A2	7.000%	01/15/38		1,655		1,930,968
Wal-Mart Stores, Inc., Sr. Unsec’d. Notes	Aa2	5.250%	09/01/35		235		231,080
							15,964,846
Technology — 0.5%
Cisco Systems, Inc., Sr. Unsec’d. Notes	A1	4.450%	01/15/20		1,665		1,633,338
Computer Sciences Corp., Sr. Unsec’d. Notes, Ser. WI	Baa1	6.500%	03/15/18		1,700		1,855,207
Electronic Data Systems Corp., Sr. Unsec’d. Notes	A2	7.450%	10/15/29		120		141,996
Fiserv, Inc., Gtd. Notes	Baa2	6.125%	11/20/12		960		1,045,316
Intuit, Inc., Sr. Unsec’d. Notes	Baa2	5.400%	03/15/12		575		610,882
Motorola, Inc., Sr. Unsec’d. Notes	Baa3	8.000%	11/01/11		48		51,335
Oracle Corp., Sr. Unsec’d. Notes(b)	A2	6.125%	07/08/39		1,085		1,139,288
Seagate Technology HDD Holdings (Cayman Islands), Gtd. Notes	Ba3	6.375%	10/01/11		985		1,002,238
Xerox Corp., Sr. Unsec’d. Notes(b)	Baa2	4.250%	02/15/15		2,650		2,631,527
							10,111,127
Telecommunications — 1.3%
America Movil SAB de CV (Mexico), Gtd. Notes(b)	A3	6.375%	03/01/35		630		650,341
AT&T Corp., Gtd. Notes	A2	8.000%	11/15/31		505		616,362
AT&T, Inc., Sr. Unsec’d. Notes	A2	5.300%	11/15/10		1,180		1,226,661
Cellco Partnership/Verizon Wireless Capital LLC, Sr. Unsec’d. Notes	A2	8.500%	11/15/18		2,400		2,976,917
Deutsche Telekom International Finance BV (Netherlands), Gtd. Notes	Baa1	8.750%	06/15/30		345		443,708
Embarq Corp., Sr. Unsec’d. Notes (original cost $349,979; purchased date 05/12/06)(e)(i)	Baa3	7.082%	06/01/16		350		386,602
Embarq Corp., Sr. Unsec’d. Notes (original cost $1,667,844; purchased date 05/12/06-04/01/07)(e)(i)	Baa3	7.995%	06/01/36		1,645		1,769,523
France Telecom SA (France), Sr. Unsec’d. Notes	A3	8.500%	03/01/31		360		479,093
Koninklijke (Royal) KPN NV (Netherlands), Sr. Unsec’d. Notes	Baa2	8.000%	10/01/10		645		677,250
New Cingular Wireless Services, Inc., Gtd. Notes	A2	8.125%	05/01/12		800		903,946
New Cingular Wireless Services, Inc., Sr. Unsec’d. Notes	A2	8.750%	03/01/31		1,235		1,596,002
PCCW HKT Capital Ltd. (U.S. Virgin Islands), Gtd. Notes, 144A	Baa2	8.000%	11/15/11		2,275		2,452,222
Qwest Capital Funding, Inc., Gtd. Notes	B1	7.250%	02/15/11		720		730,800
Qwest Corp., Sr. Unsec’d. Notes	Ba1	8.875%	03/15/12		2,000		2,150,000
Telecom Italia Capital SA (Luxembourg), Gtd. Notes	Baa2	5.250%	11/15/13		170		178,804
Telecom Italia Capital SA (Luxembourg), Gtd. Notes	Baa2	7.175%	06/18/19		3,405		3,796,109
Telefonica Emisiones SAU (Spain), Gtd. Notes	Baa1	5.877%	07/15/19		640		685,971
Telefonica Emisiones SAU (Spain), Gtd. Notes	Baa1	7.045%	06/20/36		210		239,799
Telefonos de Mexico SAB de CV (Mexico), Sr. Unsec’d. Notes, 144A(b)	A3	5.500%	11/15/19		255		248,309
TELUS Corp. (Canada), Sr. Unsec’d. Notes	Baa1	8.000%	06/01/11		1,041		1,126,990
US Cellular Corp., Sr. Unsec’d. Notes	Baa2	6.700%	12/15/33		255		250,779
Verizon Communications, Inc., Sr. Unsec’d. Notes	A3	6.100%	04/15/18		3,500		3,804,181
Verizon Communications, Inc., Sr. Unsec’d. Notes	A3	6.400%	02/15/38		105		109,768
Vodafone Group PLC (United Kingdom), Sr. Unsec’d. Notes	Baa1	7.750%	02/15/10		950		957,581
							28,457,718

SEE NOTES TO FINANCIAL STATEMENTS.

A15

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Tobacco — 0.3%
Altria Group, Inc., Gtd. Notes	Baa1	9.250%	08/06/19	$	1,995	$	2,431,163
Altria Group, Inc., Gtd. Notes(b)	Baa1	9.700%	11/10/18		900		1,112,550
Altria Group, Inc., Gtd. Notes	Baa1	9.950%	11/10/38		130		169,456
Altria Group, Inc., Gtd. Notes	Baa1	10.200%	02/06/39		850		1,133,932
Lorillard Tobacco Co., Sr. Unsec’d. Notes(b)	Baa2	8.125%	06/23/19		670		736,589
Philip Morris International, Inc., Sr. Unsec’d. Notes	A2	4.875%	05/16/13		830		876,195
Reynolds American, Inc., Gtd. Notes	Baa3	7.250%	06/15/37		285		287,017
							6,746,902
TOTAL CORPORATE BONDS (cost $279,108,374)							288,196,530
FOREIGN AGENCIES — 0.4%
Commonwealth Bank of Australia (Australia), 144A	Aaa	2.700%	11/25/14		7,220		7,076,040
Pemex Project Funding Master Trust, Gtd. Notes	Baa1	8.625%	12/01/23		350		422,625
RSHB Capital SA For OJSC Russian Agricultural Bank (Luxembourg), Sr. Sec’d. Notes, 144A	Baa1	6.299%	05/15/17		2,100		2,114,700
TOTAL FOREIGN AGENCIES (cost $9,724,479)							9,613,365
FOREIGN LOCAL GOVERNMENT
Qatar Government International Bond (Qatar), 144A (cost $728,430)(b)	Aa2	6.400%	01/20/40		730		733,650
MORTGAGE-BACKED SECURITIES — 13.7%
Federal Home Loan Mortgage Corp.		4.500%	02/01/19-07/01/20		5,097		5,293,808
Federal Home Loan Mortgage Corp.		4.500%	TBA 15 YR		1,400		1,438,500
Federal Home Loan Mortgage Corp.		4.500%	TBA 30 YR		2,000		1,995,000
Federal Home Loan Mortgage Corp.		5.000%	07/01/18-05/01/34		9,584		10,016,475
Federal Home Loan Mortgage Corp.		5.000%	TBA 30 YR		8,000		8,202,496
Federal Home Loan Mortgage Corp.(d)		5.214%	12/01/35		2,570		2,703,669
Federal Home Loan Mortgage Corp.		5.500%	12/01/33-05/01/38		10,718		11,267,331
Federal Home Loan Mortgage Corp.(d)		5.548%	06/01/36		1,980		2,086,992
Federal Home Loan Mortgage Corp.		6.000%	03/01/32-12/01/33		2,266		2,436,973
Federal Home Loan Mortgage Corp.		6.500%	12/01/14-09/01/16		257		276,185
Federal Home Loan Mortgage Corp.		7.000%	05/01/31-09/01/33		3,987		4,390,792
Federal Home Loan Mortgage Corp.		5.500%	TBA 30 YR		13,500		14,141,250
Federal National Mortgage Association(d)		3.233%	07/01/33		903		930,416
Federal National Mortgage Association		4.000%	06/01/19		1,828		1,868,235
Federal National Mortgage Association		4.000%	TBA 15 YR		7,000		7,016,408
Federal National Mortgage Association		4.500%	11/01/18-01/01/35		11,780		12,073,425
Federal National Mortgage Association		4.500%	TBA 30 YR		16,000		15,970,000
Federal National Mortgage Association		5.000%	10/01/18-05/01/36		14,879		15,363,504
Federal National Mortgage Association		5.000%	TBA 30 YR		9,500		9,747,893
Federal National Mortgage Association		5.500%	03/01/16-01/01/38		46,713		49,118,521
Federal National Mortgage Association		5.500%	TBA 15 YR		3,000		3,172,500
Federal National Mortgage Association		5.500%	TBA 30 YR		10,750		11,252,229
Federal National Mortgage Association(d)		5.904%	07/01/37		3,972		4,223,324
Federal National Mortgage Association(d)		5.921%	06/01/37		4,162		4,425,781
Federal National Mortgage Association		6.000%	04/01/13-06/01/38		25,917		27,643,791
Federal National Mortgage Association		6.000%	TBA 30 YR		30,500		32,301,391
Federal National Mortgage Association		6.500%	07/01/17-01/01/37		9,377		10,090,440
Federal National Mortgage Association		7.000%	08/01/11-07/01/32		767		851,320
Federal National Mortgage Association		7.500%	05/01/12-05/01/32		423		463,783
Government National Mortgage Association		4.500%	TBA 30 YR		6,000		6,052,697
Government National Mortgage Association		5.500%	08/15/33-04/15/36		7,882		8,306,009
Government National Mortgage Association		6.000%	11/15/23-07/15/34		2,540		2,705,582
Government National Mortgage Association		6.500%	10/15/23-09/15/36		4,922		5,279,363

SEE NOTES TO FINANCIAL STATEMENTS.

A16

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

MORTGAGE-BACKED SECURITIES (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Government National Mortgage Association		7.000%	09/15/31	$	110	$	122,463
Government National Mortgage Association		8.000%	01/15/24- 04/15/25		79		90,427
TOTAL MORTGAGE-BACKED SECURITIES (cost $285,605,910)							293,318,973
MUNICIPAL BONDS — 0.2%
Bay Area Toll Authority	Aa3	6.263%	04/01/49		1,305		1,251,508
New Jersey State Turnpike Authority, BABs	A3	7.414%	01/01/40		395		445,244
New York City Transitional Finance Authority	Aa2	5.767%	08/01/36		1,100		1,066,087
State of California	Baa1	7.300%	10/01/39		1,250		1,181,350
State of California, BABs(b)	Baa1	7.550%	04/01/39		245		240,708
State of Washington	Aa1	5.481%	08/01/39		345		333,760
TOTAL MUNICIPAL BONDS (cost $4,653,616)							4,518,657
RESIDENTIAL MORTGAGE-BACKED SECURITIES — 0.5%
CDC Mortgage Capital Trust, Ser. 2002-HE3, Class M1(d)	Baa2	1.881%	03/25/33		690		440,466
CDC Mortgage Capital Trust, Ser. 2003-HE1, Class M2(d)	Baa2	3.156%	08/25/33		53		19,415
Centex Home Equity, Ser. 2005-A, Class M2(d)	Aa3	0.731%	01/25/35		2,250		1,687,112
Credit-Based Asset Servicing And Securitization LLC, Ser. 2005-CB6, Class A3	A3	5.120%	07/25/35		667		557,365
Equity One ABS, Inc., Ser. 2004-3, Class M1	Aa2	5.700%	07/25/34		1,028		782,090
First Franklin Mortgage Loan Trust, Ser. 2005-FFH1, Class M2(d)	Ba3	0.751%	06/25/36		1,800		195,370
HFC Home Equity Loan Trust, Ser. 2005-2, Class M2(d)	Aa1	0.723%	01/20/35		523		431,430
Long Beach Mortgage Loan Trust, Ser. 2004-2, Class M1(d)	Aa2	0.761%	06/25/34		1,250		864,264
Morgan Stanley ABS Capital I, Ser. 2004-NC1, Class M1(d)	Aa2	0.931%	12/25/33		1,468		1,082,074
Morgan Stanley Dean Witter Capital I, Ser. 2002-HE1, Class M1(d)	B3	1.131%	07/25/32		1,156		772,714
Morgan Stanley Dean Witter Capital I, Ser. 2002-NC4, Class M1(d)	A2	1.506%	09/25/32		1,156		824,596
Saxon Asset Securities Trust, Ser. 2005-2, Class M2(d)	A2	0.671%	10/25/35		1,480		427,849
Securitized Asset Backed Receivables LLC, Ser. 2004-OP1, Class M1(d)	Aa2	0.996%	02/25/34		1,660		1,247,911
Securitized Asset Backed Receivables LLC, Ser. 2006-FR3, Class A3(d)	Caa1	0.481%	05/25/36		1,400		463,740
TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (cost $15,737,981)							9,796,396
U.S. GOVERNMENT AGENCY OBLIGATIONS — 1.0%
Western Corporate Federal Credit Union, Gtd. Notes.		1.750%	11/02/12		4,550		4,529,570
Federal Farm Credit Bank(b)		4.875%	01/17/17		845		899,186
Federal Home Loan Banks		5.000%	11/17/17		420		454,322
Federal Home Loan Banks		5.625%	06/11/21		2,320		2,525,499
Federal Home Loan Mortgage Corp.(b)		3.750%	03/27/19		3,040		2,980,480
Federal National Mortgage Association(b)		2.625%	11/20/14		2,620		2,599,684
Federal National Mortgage Association		5.000%	02/13/17		1,955		2,122,147
Federal National Mortgage Association(b)		6.625%	11/15/30		2,010		2,415,634
Resolution Funding Corp. Interest Strip(j)		4.980%	04/15/18		2,645		1,864,569
Tennessee Valley Authority		4.500%	04/01/18		1,390		1,414,532
Tennessee Valley Authority		5.880%	04/01/36		85		90,792
Tennessee Valley Authority, Ser. E		6.250%	12/15/17		360		410,616
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (cost $22,486,354)							22,307,031
U.S. TREASURY SECURITIES — 5.7%
U.S. Treasury Bonds(b)		4.500%	08/15/39		2,595		2,536,208
U.S. Treasury Bonds		4.500%	02/15/36		3,070		3,023,950
U.S. Treasury Bonds		6.250%	08/15/23		6,140		7,333,463
U.S. Treasury Inflation Index		1.625%	01/15/15		13,857		14,411,307

SEE NOTES TO FINANCIAL STATEMENTS.

A17

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

U.S. TREASURY SECURITIES (continued)	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
U.S. Treasury Inflation Index	3.500%	01/15/11	$	3,832	$	3,974,485
U.S. Treasury Notes(b)	0.750%	11/30/11		2,500		2,483,693
U.S. Treasury Notes(b)	2.125%	11/30/14		16,875		16,475,569
U.S. Treasury Notes	2.625%	12/31/14		31,530		31,438,878
U.S. Treasury Notes(b)	3.375%	11/15/19		1,645		1,582,293
U.S. Treasury Strips Coupon(m)	4.830%	11/15/24		14,565		7,108,419
U.S. Treasury Strips Coupon(m)	4.840%	05/15/24		3,985		2,004,403
U.S. Treasury Strips Coupon(m)	4.860%	08/15/24		12,545		6,218,105
U.S. Treasury Strips Coupon(m)	5.270%	05/15/20		9,010		5,794,763
U.S. Treasury Strips Coupon(m)	7.450%	05/15/26		5,000		2,234,300
U.S. Treasury Strips Principal(b)(m)	4.750%	08/15/23		6,000		3,186,918
U.S. Treasury Strips Principal(b)(m)	4.800%	11/15/24		5,000		2,468,395
U.S. Treasury Strips Principal(m)	6.260%	02/15/23		16,780		9,151,443
TOTAL U.S. TREASURY SECURITIES (cost $122,702,297)						121,426,592
TOTAL LONG-TERM INVESTMENTS (cost $1,707,613,348)						1,951,463,390
SHORT-TERM INVESTMENTS — 19.5%
U.S. TREASURY SECURITIES — 0.4%
U.S. Treasury Bill(g)	0.040%	03/18/10		3,000		2,999,697
U.S. Treasury Bill(g)	0.157%	06/17/10		4,700		4,695,996
TOTAL U.S. TREASURY SECURITIES (cost $7,696,367)						7,695,693
			Shares
AFFILIATED MUTUAL FUNDS — 19.1%
Dryden Core Investment Fund — Short-Term Bond Series (Note 4)(k)				15,417,258		131,971,730
Dryden Core Investment Fund — Taxable Money Market Series (includes $122,857,073 of cash collateral received for securities on loan)(Note 4)(k)(l)				277,211,474		277,211,474
TOTAL AFFILIATED MUTUAL FUNDS (cost $427,520,895)						409,183,204
TOTAL SHORT-TERM INVESTMENTS (cost $435,217,262)						416,878,897
TOTAL INVESTMENTS(n) — 110.7% (cost $2,142,830,610)						2,368,342,287
LIABILITIES IN EXCESS OF OTHER ASSETS(o) — (10.7)%						(229,610,222	)
NET ASSETS — 100.0%					$	2,138,732,065

The following abbreviations are used in portfolio descriptions:

144A	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
BABs	Build America Bonds
I/O	Interest Only
MTN	Medium Term Note
NR	Not Rated by Moody’s or Standard & Poor’s
TBA	To Be Announced
ULC	Unlimited Liability Corporation

† The ratings reflected are as of December 31, 2009. Ratings of certain bonds may have changed subsequent to that date.

(a) Non-income producing security.

(b) All or a portion of security is on loan. The aggregate market value of such securities is $118,672,517; cash collateral of $122,857,073 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(c) Security segregated as collateral for futures contracts.

(d) Indicates a variable rate security. The maturity date presented for these instruments is the latter of the next date on which the security can be redeemed at par or the next date on which the rate of interest is adjusted. The interest rate shown reflects the rate in effect at December 31, 2009.

SEE NOTES TO FINANCIAL STATEMENTS.

A18

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

(e) Indicates a security that has been deemed illiquid.

(f) Standard & Poor’s Rating

(g) Rate quoted represents yield-to-maturity as of purchase date.

(h) Represents issuer in default on interest payments and/or principal repayment; non-income producing security.

(i) Indicates a restricted security; the aggregate original cost of such securities is $5,576,491. The aggregate value of $5,927,664 is approximately 0.3% of net assets.

(j) Represents zero coupon bond. Rate shown reflects the effective yield at December 31, 2009.

(k) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund—Taxable Money Market Series and the Dryden Core Investment Fund—Short-Term Bond Series.

(l) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(m) Rate shown reflects the effective yield at December 31, 2009.

(n) As of December 31, 2009, 2 securities representing $2,219,545 and 0.1% of the net assets were fair valued in accordance with the policies adopted by the Board of Trustees.

(o) Liabilities in excess of other assets include net unrealized appreciation (depreciation) on financial futures contracts, interest rate and credit default swap agreements as follows:

Open futures contracts outstanding at December 31, 2009:

Number of Contracts	Type	Expiration Date	Value at Trade Date		Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Long Positions:
419	U.S. Treasury 2 Yr. Notes	Mar. 2010	$	91,079,553	$	90,615,297	$	(464,256	)
796	U.S. Treasury 5 Yr. Notes	Mar. 2010		92,172,583		91,048,719		(1,123,864	)
246	S&P 500 Index	Mar. 2010		67,377,913		68,308,050		930,137
								(657,983	)
Short Positions:
67	U.S. Treasury 10 Yr. Notes	Mar. 2010		8,026,839		7,735,359		291,480
309	U.S. Long Bond	Mar. 2010		37,163,452		35,650,875		1,512,577
								1,804,057
							$	1,146,074

Interest rate swap agreements outstanding at December 31, 2009:

Counterparty	Termination Date	Notional Amount (000)#		Fixed Rate	Floating Rate	Fair Value			Upfront Premiums Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG(a)	05/31/2014	$	11,895	2.355%	3 month LIBOR	$	(253,855	)	$	—	$	(253,855	)
Morgan Stanley Capital Services, Inc.(b)	02/15/2036		2,985	4.128%	3 month LIBOR		167,792			—		167,792
						$	(86,063	)	$	—	$	(86,063	)

(a) Portfolio pays the floating rate and receives the fixed rate.

(b) Portfolio pays the fixed rate and receives the floating rate.

# Notional amount is shown in U.S. dollars unless otherwise stated.

Credit default swap agreements outstanding at December 31, 2009:

Counterparty	Termination Date	Notional Amount (000)#(4)		Fixed Rate	Reference Entity/Obligation	Fair Value			Upfront Premiums Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Credit Default Swaps on Corporate Issues—Buy Protection(1):
Barclays Bank PLC	09/20/2012	$	2,800	0.595%	Fortune Brands, Inc., 5.375%, 01/15/16	$	12,830		$	—	$	12,830
Barclays Bank PLC	03/20/2018		1,700	1.220%	Computer Sciences Corp., 5.000%, 02/15/13		(75,690	)		—		(75,690	)
Citibank NA	09/20/2012		3,200	0.320%	Altria Group, Inc., 7.000%, 11/04/13		35,999			—		35,999
Credit Suisse International	06/20/2018		3,500	0.970%	Verizon Communications, Inc., 4.900%, 09/15/15		(33,357	)		—		(33,357	)

SEE NOTES TO FINANCIAL STATEMENTS.

A19

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Counterparty	Termination Date	Notional Amount (000)#(4)		Fixed Rate	Reference Entity/Obligation	Fair Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit Default Swaps on Corporate Issues—Buy Protection(1) (continued):
Deutsche Bank AG	09/20/2011	$	1,000	1.000%	Dish DBS Corp., 6.625%, 10/01/14	$	(404	)	$	13,678		$	(14,082	)
Deutsche Bank AG	03/20/2012		2,000	5.000%	Gannett Co., Inc., 6.375%, 04/01/12		(128,921	)		(48,739	)		(80,182	)
Deutsche Bank AG	12/20/2012		2,000	1.000%	Macys Retail Holdings, Inc., 8.000%, 07/15/12		22,348			74,480			(52,132	)
Deutsche Bank AG	06/20/2013		1,750	2.000%	International Lease Finance Corp., 4.150%, 01/20/15		320,259			—			320,259
Deutsche Bank AG	06/20/2013		2,000	1.000%	United States Steel Corp., 6.650%, 06/01/37		86,634			113,706			(27,072	)
Deutsche Bank AG	03/20/2014		1,585	7.050%	Starwood Hotels & Resorts Worldwide, Inc., 7.875%, 05/01/12		(360,821	)		—			(360,821	)
Deutsche Bank AG	03/20/2018		4,500	0.990%	Nordstrom, Inc., 6.950%, 03/15/28		29,111			—			29,111
Deutsche Bank AG	06/20/2018		2,800	1.150%	Spectra Energy Capital LLC, 6.250%, 02/15/13		(74,782	)		—			(74,782	)
JPMorgan Chase Bank	06/20/2014		1,110	0.650%	Bunge Ltd. Finance Corp., 5.350%, 04/15/14		24,937			—			24,937
Merrill Lynch Capital Services, Inc.	09/20/2016		785	1.730%	Tyson Foods, Inc., 7.850%, 04/01/16		33,442			—			33,442
Merrill Lynch Capital Services, Inc.	06/20/2018		1,800	3.050%	SLM Corp., 5.125%, 08/27/12		210,897			—			210,897
Merrill Lynch Capital Services, Inc.	06/20/2018		2,700	1.450%	Starwood Hotels & Resorts Worldwide, Inc., 6.750, 05/15/18		69,820			—			69,820
Morgan Stanley Capital Services, Inc.	03/20/2012		500	5.000%	Gannett Co., Inc., 6.375%, 04/01/12		(32,230	)		(17,617	)		(14,613	)
Morgan Stanley Capital Services, Inc.	03/20/2018		1,400	0.700%	Avon Products, Inc., 6.500%, 03/01/19		(28,252	)		—			(28,252	)
Morgan Stanley Capital Services, Inc.	06/20/2018		1,600	1.000%	Newell Rubbermaid, Inc., 0.000%, 07/15/28		43,146			—			43,146
Morgan Stanley Capital Services, Inc.	06/20/2018		2,700	0.970%	Simon Property Group LP, 5.250%, 12/01/16		101,340			—			101,340
						$	256,306		$	135,508		$	120,798
Counterparty	Termination Date	Notional Amount (000)#(4)		Fixed Rate	Reference Entity/Obligation	Fair Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit Default Swaps on Asset-Backed Issues—Buy Protection(1):
Merrill Lynch Capital Services, Inc.	03/25/2036	$	842	3.720%	AmeriQuest Mortgage Securities, Inc., 2.731%, 03/25/36	$	814,732		$	—		$	814,732
Counterparty	Termination Date	Notional Amount (000)#(4)		Fixed Rate	Reference Entity/Obligation	Fair Value(3)			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit Default Swaps on Asset-Backed Issues—Sell Protection(2):
Merrill Lynch Capital Services, Inc.	03/25/2036	$	842	9.000%	AmeriQuest Mortgage Securities, Inc., 2.731%, 03/25/36	$	(790,816	)	$	—		$	(790,816	)

The Portfolio entered into credit default swaps as the protection seller on asset-backed issues to take an active short position with respect to the likelihood of a particular issuer’s default.

(1) If the Portfolio is a buyer of protection, it pays the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and make delivery

SEE NOTES TO FINANCIAL STATEMENTS.

A20

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

of the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(2) If the Portfolio is a seller of protection, it receives the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(3) The fair value of credit default swap agreements on asset-backed securities serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement be closed/sold as of the reporting date. Increasing fair value in absolute terms, represents a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occuring as defined under the terms of the agreement.

(4) Notional amount represents the maximum potential amount the Portfolio could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

# Notional amount is shown in U.S. dollars unless otherwise stated.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Asset-Backed Securities	$	—	$	13,734,566	$	2,219,029
Bank Loans		—		14,822,850		—
Collateralized Mortgage Obligations		—		10,098,964		—
Commercial Mortgage-Backed Securities		—		101,965,142		—
Corporate Bonds		—		288,196,530		—
Common Stocks		1,058,711,129		516		—
Foreign Agencies		—		9,613,365		—
Foreign Local Government		—		733,650		—
Mortgage-Backed Securities		—		293,318,973		—
Municipal Bonds		—		4,518,657		—
Residential Mortgage-Backed Securities		—		9,796,396		—
U.S. Government Agency Obligations		—		22,307,031		—
U.S. Treasury Securities		—		129,122,285		—
Affiliated Mutual Funds		409,183,204		—		—
		1,467,894,333		898,228,925		2,219,029
Other Financial Instruments*		1,146,074		34,735		23,916
Total	$	1,469,040,407	$	898,263,660	$	2,242,945

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Asset-Backed Security			Other Financial Instruments*
Balance as of 12/31/08	$	—		$	1,511,232
Realized gain (loss)		—			—	**
Change in unrealized appreciation (depreciation)		(933	)		(1,487,316	)
Earned accretion/amortization		933			—
Net purchases (sales)		2,219,029			—
Transfers in and/or out of Level 3		—			—
Balance as of 12/31/09	$	2,219,029		$	23,916

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

** The realized gain earned during the period for other financial instruments was $1,580,515.

SEE NOTES TO FINANCIAL STATEMENTS.

A21

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Affiliated Mutual Fund (including 5.7% of collateral received for securities on loan)	19.1	%
Mortgage-Backed Securities	13.7
U.S. Treasury Securities	6.1
Commercial Mortgage-Backed Securities	4.8
Oil, Gas & Consumable Fuels	4.8
Pharmaceuticals	3.2
Computers & Peripherals	3.0
Banking	2.7
Software	2.2
Diversified Financial Services	2.1
Aerospace & Defense	1.6
Insurance	1.6
Capital Markets	1.4
Commercial Banks	1.4
Diversified Telecommunication Services	1.4
Media	1.4
Beverages	1.3
Chemicals	1.3
Communications Equipment	1.3
Electric	1.3
Food & Staples Retailing	1.3
Household Products	1.3
Semiconductors & Semiconductor Equipment	1.3
Telecommunications	1.3
Healthcare Providers & Services	1.1
Industrial Conglomerates	1.1
Tobacco	1.1
Electric Utilities	1.0
Healthcare & Pharmaceutical	1.0
Healthcare Equipment & Supplies	1.0
Internet Software & Services	1.0
Specialty Retail	1.0
U.S. Government Agency Obligations	1.0
Energy Equipment & Services	0.9
Real Estate Investment Trusts	0.9
Biotechnology	0.8
Food Products	0.8
IT Services	0.8
Machinery	0.8
Retailers	0.8
Asset-Backed Securities	0.7
Foods	0.7
Hotels, Restaurants & Leisure	0.7
Multi-Utilities	0.7
Technology	0.7

Air Freight & Logistics	0.5	%
Cable	0.5
Collateralized Mortgage Obligations	0.5
Media & Entertainment	0.5
Metals & Mining	0.5
Non Captive Finance	0.5
Residential Mortgage-Backed Securities	0.5
Road & Rail	0.5
Consumer Finance	0.4
Foreign Agencies	0.4
Multiline Retail	0.4
Commercial Services & Supplies	0.3
Consumer	0.3
Electronic Equipment & Instruments	0.3
Energy – Other	0.3
Healthcare Insurance	0.3
Internet & Catalog Retail	0.3
Metals	0.3
Pipelines & Other	0.3
Airlines	0.2
Automobiles	0.2
Capital Goods	0.2
Electrical Equipment	0.2
Energy – Integrated	0.2
Household Durables	0.2
Life Sciences Tools & Services	0.2
Lodging	0.2
Municipal Bonds	0.2
Textiles, Apparel & Luxury Goods	0.2
Auto Components	0.1
Building Materials & Construction	0.1
Construction & Engineering	0.1
Containers & Packaging	0.1
Diversified Consumer Services	0.1
Gas Utilities	0.1
Independent Power Producers & Energy Traders	0.1
Leisure Equipment & Products	0.1
Paper	0.1
Paper & Forest Products	0.1
Personal Products	0.1
Professional Services	0.1
Railroads	0.1
Thrifts & Mortgage Finance	0.1
Trading Companies & Distributors	0.1
Wireless Telecommunication Services	0.1
	110.7
Liabilities in excess of other assets	(10.7	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A22

	CONSERVATIVE BALANCED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The Portfolio invested in derivative instruments during the reporting period. The primary types of risk associated with these derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative Instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Credit contracts	Premium paid for swaps agreements	$	201,864		Premium received for swaps agreements	$	66,356
Credit contracts	Unrealized appreciation on swaps		1,696,513		Unrealized depreciation on swaps		1,551,799
Equity contracts	Due to broker—variation margin		930,137	*	—		—
Interest rate contracts	Due to broker—variation margin		1,804,057	*	Due to broker—variation margin		1,588,120	*
Interest rate contracts	Unrealized appreciation on swaps		167,792		Unrealized depreciation on swaps		253,855
Total		$	4,800,363			$	3,460,130

* Includes cumulative appreciation/depreciation on futures contracts as reported in Schedule of Investments. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures		Swaps		Purchased Options			Written Options		Total
Credit contracts	$	—	$	916,506	$	—		$	—	$	916,506
Equity contracts		16,217,169		—		—			—		16,217,169
Interest rate contracts		5,098,976		192,226		(113,446	)		39,538		5,217,294
Total	$	21,316,145	$	1,108,732	$	(113,446	)	$	39,538	$	22,350,969

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures			Swaps			Total
Credit contracts	$	—		$	(5,614,260	)	$	(5,614,260	)
Equity contracts		619,788			—			619,788
Interest rate contracts		(2,547,298	)		20,922			(2,526,376	)
Total	$	(1,927,510	)	$	(5,593,338	)	$	(7,520,848	)

For the year ended December 31, 2009, the Portfolio’s average volume of derivative activities is as follows:

Purchased Options (Cost)	Written Options (Premium Received)	Futures Long Position (Value at Trade Date)	Futures Short Position (Value at Trade Date)
$7,100	$2,899	$193,146,186	$14,597,723

Interest Rate Swaps (Notional Amount in USD (000))	Credit Default Swaps as Buyer (Notional Amount in USD (000))	Credit Default Swaps as Writer (Notional Amount in USD (000))
$11,697	$38,723	$968

SEE NOTES TO FINANCIAL STATEMENTS.

A23

CONSERVATIVE BALANCED PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009

ASSETS
Investments, at value including securities on loan of $118,672,517:
Unaffiliated investments (cost $1,715,309,715)	$	1,959,159,083
Affiliated investments (cost $427,520,895)		409,183,204
Foreign currency, at value (cost $9,325)		9,323
Receivable for investments sold		53,436,700
Dividends and interest receivable		7,981,069
Unrealized appreciation on swaps		1,864,305
Foreign tax reclaim receivable		318,199
Premium paid for swaps agreements		201,864
Receivable for Series shares sold		34,088
Prepaid expenses		22,474
Total Assets		2,432,210,309
LIABILITIES
Payable for investments purchased		139,648,338
Collateral for securities on loan		122,857,073
Payable to custodian		26,943,962
Unrealized depreciation on swaps		1,805,654
Management fee payable		1,000,526
Due to broker-variation margin		769,898
Accrued expenses and other liabilities		268,240
Payable for Series shares repurchased		117,602
Premium received for swaps agreements		66,356
Affiliated transfer agent fee payable		595
Total Liabilities		293,478,244
NET ASSETS	$	2,138,732,065
Net assets were comprised of:
Paid-in capital	$	2,004,241,267
Retained earnings		134,490,798
Net assets, December 31, 2009	$	2,138,732,065
Net asset value and redemption price per share, $2,138,732,065 / 145,958,929 outstanding shares of beneficial interest	$	14.65

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Interest	$	37,092,927
Unaffiliated dividend income (net of foreign withholding taxes of $124)		22,885,291
Affiliated dividend income		3,023,297
Affiliated income from securities loaned, net		1,252,718
		64,254,233
EXPENSES
Management fee		10,805,389
Shareholders’ reports		280,000
Custodian’s fees and expenses		267,000
Audit fee		41,000
Insurance expenses		41,000
Trustees’ fees		36,000
Commitment fee on syndicated credit agreement		15,000
Legal fees and expenses		15,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Miscellaneous		20,859
Total expenses		11,531,248
NET INVESTMENT INCOME		52,722,985
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES
Net realized gain (loss) on:
Investment transactions (including affiliated: $(2,250,188))		(63,813,497	)
Futures transactions		21,316,145
Swap agreement transactions		1,108,732
Foreign currency transactions		1,626
Written options transactions		39,538
		(41,347,456	)
Net change in unrealized appreciation (depreciation) on:
Investments (including affiliated: $19,799,375)		360,490,601
Futures		(1,927,510	)
Swaps		(5,593,338	)
Foreign currencies		8,220
		352,977,973
NET GAIN ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES		311,630,517
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	364,353,502

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	52,722,985		$	74,151,854
Net realized loss on investments, swaps and foreign currencies		(41,347,456	)		(65,065,328	)
Net change in unrealized appreciation (depreciation) on investments, swaps and foreign currencies		352,977,973			(563,716,770	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		364,353,502			(554,630,244	)
DISTRIBUTIONS		(74,120,351	)		(81,811,715	)
SERIES SHARE TRANSACTIONS:
Series shares sold [1,049,111 and 1,194,754 shares, respectively]		13,537,729			16,824,187
Series shares issued in reinvestment of dividends and distributions [5,781,619 and 5,295,257 shares, respectively]		74,120,351			81,811,715
Series shares repurchased [15,167,586 and 15,304,061 shares, respectively]		(196,684,797	)		(226,520,392	)
NET DECREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(109,026,717	)		(127,884,490	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		181,206,434			(764,326,449	)
NET ASSETS:
Beginning of year		1,957,525,631			2,721,852,080
End of year	$	2,138,732,065		$	1,957,525,631

SEE NOTES TO FINANCIAL STATEMENTS.

A24

	DIVERSIFIED BOND PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 91.7% ASSET-BACKED SECURITIES — 5.2%	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Alfa Diversified Payment Rights Finance Co. (Russia), Ser. 1A, Class A, 144A(a)	Ba1	1.854%	03/15/11	$	954	$	858,375
Ballyrock Cdo Ltd. (Cayman Islands), Ser. 2003-2A, Class A, 144A(a)	Aa2	0.799%	11/20/15		5,542		5,154,228
Bank of America Credit Card Trust Ser. 2006-C5, Class C5(a)	Baa1	0.633%	01/15/16		5,750		4,955,943
Ser. 2007-A3, Class A3(a)	Aaa	0.253%	11/15/16		1,000		954,474
Bank One Issuance Trust Ser. 2004-A3, Class A3(a)	Aaa	0.403%	02/15/17		5,100		4,976,066
Ser. 2004-C2, Class C2(a)	Baa2	1.033%	02/15/17		2,100		1,946,647
Chase Issuance Trust, Ser. 2008-A13, Class A13(a)	Aaa	1.754%	09/15/15		1,000		1,029,390
Chatham Light CLO Ltd. (Cayman Islands), Ser. 2005-2A, Class A1, 144A(a)	Aa1	0.531%	08/03/19		4,951		4,505,602
Citibank Credit Card Issuance Trust Ser. 2003-C4, Class C4	Baa2	5.000%	06/10/15		6,500		6,387,152
Ser. 2005-C3, Class C3(a)	Baa2	0.643%	07/15/14		3,780		3,523,873
Ser. 2006-A7, Class A7(a)	Aaa	0.314%	12/15/18		6,000		5,651,543
Ser. 2006-C1, Class C1(a)	Baa2	0.633%	02/20/15		2,200		2,011,170
Ford Credit Auto Owner Trust, Ser. 2006-B, Class C	Aaa	5.680%	06/15/12		2,100		2,192,933
Granite Ventures Ltd. (Cayman Islands), Ser. 2005-2A, Class A1, 144A(a)	Aaa	0.544%	12/15/17		4,200		3,927,000
Katonah Ltd., Ser. 2005-7A, Class A2, 144A(a)	A2	0.533%	11/15/17		3,385		3,088,410
MBNA Credit Card Master Note Trust Ser. 2002-C3, Class C3(a)	Baa1	1.583%	10/15/14		1,900		1,782,933
Ser. 2004-C2, Class C2(a)	Baa1	1.133%	11/15/16		1,500		1,274,295
Ser. 2005-A10, Class A10(a)	Aaa	0.293%	11/15/15		2,400		2,322,634
Ser. 2005-A2, Class A2(a)	Aaa	0.313%	10/15/14		2,100		2,057,307
Ser. 2006-A2, Class A2(a)	Aaa	0.293%	06/15/15		1,000		972,096
Ser. 2006-A5, Class A5(a)	Aaa	0.293%	10/15/15		1,250		1,210,882
Ser. 2006-C1, Class C1(a)	Baa1	0.653%	07/15/15		5,000		4,446,850
Mountain Capital CLO Ltd. (Cayman Islands), Ser. 2004-3A, Class A1LA, 144A(a)	Aaa	0.688%	02/15/16		3,550		3,372,924
Railcar Leasing LLC, Ser. 1997-1, Class A2, 144A	Aa2	7.125%	01/15/13		2,332		2,410,407
TOTAL ASSET-BACKED SECURITIES (cost $66,290,504)							71,013,134
BANK LOANS — 2.8%
Automotive — 0.1%
Oshkosh Truck Corp.(a)(b)	B2	6.269%	12/06/13		1,144		1,141,009
Cable — 0.3%
Discovery Communications, Inc.(a)(b)	Baa3	5.250%	05/14/14		1,302		1,312,740
Insight Midwest Holding LLC(a)(b)	B1	1.790%	10/06/13		2,653		2,490,126
							3,802,866
Capital Goods — 0.1%
Capital Safety Group Ltd.(a)(b)	B2	2.723%	07/20/15		409		339,676
Capital Safety Group Ltd.(a)(b)	B2	2.981%	07/20/16		1,091		905,324
							1,245,000
Consumer — 0.1%
Huish Detergents, Inc.(a)(b)	Ba2	2.010%	04/26/14		206		192,471
Pilot Travel Centers LLC(b)	Ba2	TBA	12/31/15		1,125		1,129,489
							1,321,960
Electric — 0.3%
NRG Energy, Inc.(a)(b)	Baa3	0.151%	02/01/13		1,171		1,112,508
NRG Energy, Inc.(a)(b)	Baa3	1.996%	02/01/13		1,991		1,891,124
Texas Competitive Electric Holdings Co. LLC(a)(b)	B1	3.735%	10/10/14		1,955		1,588,438
							4,592,070
Gaming — 0.1%
MotorCity Casino Hotel(b)	B3	8.500%	07/13/12		1,641		1,595,558

SEE NOTES TO FINANCIAL STATEMENTS.

A25

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

BANK LOANS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Healthcare & Pharmaceutical — 1.3%
HCA, Inc.(a)(b)	Ba3	2.501%	11/18/13	$	1,851	$	1,765,740
Health Management Associates Term B(a)(b)	B1	2.001%	02/28/14		1,880		1,748,650
Inverness Medical Innovations(a)(b)	Ba2	3.131%	06/26/14		2,925		2,756,812
PTS Acquisitions Corp.(a)(b)	Ba3	2.481%	04/10/14		3,803		3,220,242
Royalty Pharma Finance Trust(b)	Baa3	7.750%	05/15/15		4,000		3,720,000
Warner Chilcott Corp.(a)(b)	B1	5.500%	10/30/14		1,544		1,545,689
Warner Chilcott Corp.(a)(b)	B1	5.750%	04/30/15		1,699		1,700,257
Warner Chilcott Corp.(a)(b)	B1	5.750%	04/30/15		772		772,844
							17,230,234
Paper
Domtar, Inc.(a)(b)	Baa3	1.608%	03/05/14		840		816,375
Pipelines & Other — 0.1%
Enterprise GP Holdings LP(a)(b)	Ba2	2.514%	11/08/14		1,504		1,434,726
Technology — 0.4%
Fidelity National Information Services, Inc.(b)	Ba1	4.481%	01/18/12		298		296,779
First Data Corp.(a)(b)	B1	2.983%	09/24/14		1,026		909,197
First Data Corp.(a)(b)	B1	2.999%	09/24/14		1,955		1,728,953
Flextronics International Ltd. (Singapore)(a)(b)	Ba1	2.514%	10/01/14		2,278		2,105,182
Flextronics International Ltd. (Singapore)(a)(b)	Ba1	2.534%	10/01/14		655		604,938
							5,645,049
TOTAL BANK LOANS (cost $41,352,990)							38,824,847
COLLATERALIZED MORTGAGE OBLIGATIONS — 0.4%
Countrywide Alternative Loan Trust, Ser. 2004-18CB, Class 3A1	A1	5.250%	09/25/19		1,594		1,542,596
Master Alternative Loans Trust, Ser. 2004-4, Class 4A1	Aaa	5.000%	04/25/19		351		331,412
Structured Adjustable Rate Mortgage Loan Trust, Ser. 2004-1, Class 4A3(a)	A1	3.586%	02/25/34		2,302		1,904,549
Washington Mutual Alternative Mortgage Pass-Through Certificates, Ser. 2005-1, Class 3A	AAA(c)	5.000%	03/25/20		1,291		988,944
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (cost $5,593,458)							4,767,501
COMMERCIAL MORTGAGE-BACKED SECURITIES — 15.6%
Banc of America Commercial Mortgage, Inc. Ser. 2005-1, Class ASB(a)	AAA(c)	4.965%	11/10/42		4,512		4,630,871
Ser. 2007-1, Class A2	Aaa	5.381%	01/15/49		5,000		5,093,416
Ser. 2007-4, Class A3(a)	AAA(c)	5.811%	02/10/51		6,460		6,338,273
Ser. 2007-5, Class A3	AAA(c)	5.620%	02/10/51		2,445		2,372,995
Bear Stearns Commercial Mortgage Securities Ser. 2005-T18, Class AAB(a)	Aaa	4.823%	02/13/42		2,475		2,498,469
Ser. 2005-T20, Class AAB(a)	Aaa	5.134%	10/12/42		3,400		3,486,546
Ser. 2006-PW11, Class A4(a)	AAA(c)	5.456%	03/11/39		2,000		1,954,859
Ser. 2006-PW13, Class A3	AAA(c)	5.518%	09/11/41		4,024		4,015,491
Citigroup Commercial Mortgage Trust Ser. 2006-C5, Class A2	Aaa	5.378%	10/15/49		7,000		7,112,874
Ser. 2008-C7, Class A2A	Aaa	6.034%	12/10/49		3,620		3,769,770
Citigroup/Deutsche Bank Commercial Mortgage Trust, Ser. 2006-CD2, Class AAB(a)	Aaa	5.393%	01/15/46		3,000		3,035,411
Commercial Mortgage Loan Trust, Ser. 2008-LS1, Class A2(a)	Aaa	6.019%	12/10/49		3,000		3,077,314
Commercial Mortgage Loan Trust, Pass-Through Certificates, Ser. 2006-C7, Class A3(a)	AAA(c)	5.706%	06/10/46		1,598		1,605,750
Credit Suisse First Boston Mortgage Securities Corp., Ser. 2001-CP4, Class B	AAA(c)	6.330%	12/15/35		1,400		1,432,952
Credit Suisse Mortgage Capital Certificates Ser. 2006-C1, Class A4(a)	AAA(c)	5.548%	02/15/39		4,400		4,334,191
Ser. 2006-C4, Class A2	Aaa	5.361%	09/15/39		460		466,342

SEE NOTES TO FINANCIAL STATEMENTS.

A26

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Ser. 2006-C5, Class A2	Aaa	5.246%	12/15/39	$	3,810	$	3,877,044
Ser. 2007-C1, Class A2	Aaa	5.268%	02/15/40		7,430		7,473,817
CS First Boston Mortgage Securities Corp. Ser. 2005-C3, Class A3	Aaa	4.645%	07/15/37		3,950		3,965,086
Ser. 2005-C5, Class A4(a)	AAA(c)	5.100%	08/15/38		2,400		2,312,157
GE Capital Commercial Mortgage Corp., Ser. 2006-C1, Class A4(a)	AAA(c)	5.336%	03/10/44		4,300		4,101,564
Greenwich Capital Commercial Funding Corp. Ser. 2005-GG5, Class A5(a)	Aaa	5.224%	04/10/37		4,900		4,641,329
Ser. 2007-GG9, Class A2	Aaa	5.381%	03/10/39		6,010		6,088,420
GS Mortgage Securities Corp. II, Ser. 2007-GG10, Class A2(a)	Aaa	5.778%	08/10/45		6,920		7,087,677
JPMorgan Chase Commercial Mortgage Securities Corp. Ser. 2005-LDP2, Class ASB	Aaa	4.659%	07/15/42		9,300		9,396,592
Ser. 2006-CB14, Class A4(a)	Aaa	5.481%	12/12/44		5,000		4,816,066
Ser. 2006-LDP6, Class A4(a)	Aaa	5.475%	04/15/43		900		865,995
Ser. 2006-LDP7, Class A2(a)	Aaa	5.861%	04/15/45		4,500		4,612,079
Ser. 2006-LDP9, Class A2	Aaa	5.134%	05/15/47		2,435		2,328,443
Ser. 2007-CB19, Class A2(a)	Aaa	5.746%	02/12/49		656		673,152
Ser. 2007-LD11, Class A2(a)	Aaa	5.803%	06/15/49		4,190		4,302,828
Ser. 2007-LDPX, Class A2	Aaa	5.434%	01/15/49		4,285		4,003,031
LB-UBS Commercial Mortgage Trust Ser. 2004-C8, Class A6(a)	Aaa	4.799%	12/15/29		4,200		3,882,842
Ser. 2006-C6, Class AAB	Aaa	5.341%	09/15/39		7,126		7,025,147
Ser. 2007-C1, Class A2	AAA(c)	5.318%	02/15/40		6,000		6,109,477
Merrill Lynch Mortgage Trust Ser. 2005-CIP1, Class A4(a)	Aaa	5.047%	07/12/38		3,100		3,012,781
Ser. 2006-C1, Class A4(a)	AAA(c)	5.656%	05/12/39		7,920		7,740,105
Merrill Lynch/Countrywide Commercial Mortgage Trust Ser. 2006-2, Class A4(a)	Aaa	5.909%	06/12/46		2,625		2,576,999
Ser. 2006-3, Class ASB(a)	Aaa	5.382%	07/12/46		2,095		2,065,439
Ser. 2007-7, Class A2(a)	Aaa	5.693%	06/12/50		347		355,508
Ser. 2007-8, Class A2(a)	AAA(c)	5.920%	08/12/49		4,400		4,310,061
Ser. 2007-9, Class A2	AAA(c)	5.590%	09/12/49		5,415		5,472,896
Morgan Stanley Capital Group, Inc. Ser. 2006-IQ12, Class AAB	AAA(c)	5.325%	12/15/43		1,400		1,395,121
Ser. 2006-T23, Class A3(a)	AAA(c)	5.807%	08/12/41		1,318		1,335,215
Ser. 2006-T23, Class A4(a)	AAA(c)	5.810%	08/12/41		6,100		6,146,798
Morgan Stanley Capital I, Ser. 2006-IQ12, Class ANM	AAA(c)	5.310%	12/15/43		5,500		5,575,506
Wachovia Bank Commercial Mortgage Trust Ser. 2003-C9, Class A3	AAA(c)	4.608%	12/15/35		3,991		4,076,101
Ser. 2005-C18, Class APB	Aaa	4.807%	04/15/42		1,500		1,513,945
Ser. 2005-C22, Class A3(a)	Aaa	5.285%	12/15/44		2,800		2,812,914
Ser. 2006-C24, Class A3(a)	Aaa	5.558%	03/15/45		2,050		2,003,723
Ser. 2006-C25, Class A4(a)	Aaa	5.740%	05/15/43		6,000		5,911,719
Ser. 2006-C27, Class A2	Aaa	5.624%	07/15/45		5,000		5,118,811
Ser. 2007-C33, Class A2(a)	Aaa	5.857%	02/15/51		5,000		5,117,400
Ser. 2007-C34, Class A2	Aaa	5.569%	05/15/46		3,600		3,668,610
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (cost $191,573,107)							212,997,922
CORPORATE BONDS — 47.2%
Aerospace & Defense — 0.1%
BAE Systems Holdings, Inc., Gtd. Notes, 144A	Baa2	6.375%	06/01/19		1,350		1,452,153
Airlines — 1.2%
American Airlines Pass-Through Trust 2001-01, Pass-thru Certs., Ser. 01-1(d)	B2	6.817%	05/23/11		2,750		2,640,000
Continental Airlines, Inc., Pass-thru Certs. Ser. 2000-1, Class A-1(b)	Baa2	7.487%	10/02/10		7,954		7,914,230
Ser. 2000-1, Class A-1(b)	Baa2	6.703%	06/15/21		3		2,490

SEE NOTES TO FINANCIAL STATEMENTS.

A27

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Airlines (continued)
Ser. 2001-1, Class A-1	Ba1	7.373%	12/15/15	$	1,022	$	904,634
Ser. A(d)	Baa1	5.983%	04/19/22		1,850		1,785,250
Delta Air Lines, Inc., Pass-thru Certs., Ser. 071A	Baa1	6.821%	08/10/22		1,624		1,550,708
United Airlines, Inc., Pass-thru Certs., Ser. 2007-1, Class A(d)	Ba1	6.636%	07/02/22		1,183		1,005,827
							15,803,139
Automotive — 0.5%
Ford Motor Credit Co. LLC, Sr. Unsec’d. Notes	B3	7.875%	06/15/10		5,615		5,699,826
Harley-Davidson Funding Corp., Gtd. Notes, 144A, MTN	Baa1	5.750%	12/15/14		660		670,077
							6,369,903
Banking — 6.5%
Alfa MTN Markets Ltd. for ABH Financial Ltd. (Cyprus), Notes, 144A, MTN	Ba1	8.200%	06/25/12		1,500		1,500,000
American Express Co., Sr. Unsec’d. Notes	A3	8.125%	05/20/19		2,785		3,300,395
Bank of America, Sub. Notes	A1	5.300%	03/15/17		790		774,271
Bank of America Corp., Jr. Sub. Notes(a)	Ba3	8.000%	12/29/49		3,500		3,369,590
Bank of America Corp., Sr. Unsec’d. Notes	A2	6.000%	09/01/17		1,495		1,551,696
Barclays Bank PLC (United Kingdom), Sr. Unsec’d. Notes(d)	Aa3	6.750%	05/22/19		1,600		1,784,691
Bear Stearns Cos., Inc. (The), Sr. Unsec’d. Notes	Aa3	7.250%	02/01/18		1,575		1,807,868
Capital One Financial Corp., Sub. Notes	Baa2	6.150%	09/01/16		700		703,161
Chuo Mitsui Trust & Banking Co. Ltd. (Japan), Jr. Sub. Notes, 144A(a)	A2	5.506%	12/29/49		3,050		2,799,653
Citigroup, Inc., Sr. Unsec’d. Notes	A3	6.125%	11/21/17		2,050		2,066,349
Citigroup, Inc., Sr. Unsec’d. Notes(d)	A3	8.125%	07/15/39		4,120		4,650,026
Citigroup, Inc.	A3	8.500%	05/22/19		1,375		1,587,785
Countrywide Financial Corp., Gtd. Notes, MTN	A2	5.800%	06/07/12		3,670		3,895,745
Depfa ACS Bank (Ireland), Covered Notes, 144A	Aa2	5.125%	03/16/37		3,065		2,252,714
Goldman Sachs Group, Inc. (The), Sr. Unsec’d. Notes	A1	5.950%	01/18/18		1,550		1,636,758
Goldman Sachs Group, Inc. (The), Sr. Unsec’d. Notes(d)	A1	6.150%	04/01/18		1,900		2,033,948
Goldman Sachs Group, Inc. (The), Sr. Unsec’d. Notes	A1	6.250%	09/01/17		3,195		3,426,363
Goldman Sachs Group, Inc. (The), Sub. Notes	A2	6.750%	10/01/37		440		452,270
HSBC Holdings PLC (United Kingdom), Sub. Notes	A1	6.500%	05/02/36		995		1,043,580
HSBC Holdings PLC (United Kingdom), Sub. Notes	A1	6.500%	09/15/37		2,255		2,356,006
HSBC Holdings PLC (United Kingdom), Sub. Notes	A1	6.800%	06/01/38		2,035		2,208,526
HSBK Europe BV (Netherlands), Gtd. Notes., 144A	Ba2	7.250%	05/03/17		2,230		2,029,300
ICICI Bank Ltd. (India), Jr. Sub. Notes, 144A(a)	Ba1	7.250%	08/29/49		2,380		1,995,861
ICICI Bank Ltd. (Singapore), Notes, 144A	Baa2	5.750%	11/16/10		2,500		2,552,815
JPMorgan Chase & Co., Jr. Sub. Notes, Ser. 1(a)	Baa1	7.900%	04/29/49		2,180		2,248,583
JPMorgan Chase & Co., Sr. Unsec’d. Notes(e)	Aa3	6.300%	04/23/19		3,250		3,575,250
KBC Bank Funding Trust III, Gtd. Notes, 144A(a)	Caa1	4.331%	11/29/49		5,000		3,350,000
Krung Thai Bank PCL (Thailand), Sub. Notes(a)	Baa3	7.378%	10/29/49		1,590		1,393,357
Merrill Lynch & Co., Inc., Notes, MTN	A2	6.875%	04/25/18		2,860		3,081,472
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes	A2	6.050%	08/15/12		1,500		1,606,848
Merrill Lynch & Co., Inc., Sub. Notes	A3	6.110%	01/29/37		1,785		1,645,631
Morgan Stanley, Sr. Unsec’d. Notes, Ser. E	A2	5.450%	01/09/17		4,035		4,078,239
Morgan Stanley, Sr. Unsec’d. Notes, MTN	A2	5.625%	09/23/19		2,635		2,654,262
Royal Bank of Scotland Group PLC (United Kingdom), Sr. Unsec’d. Notes, MTN	A1	6.400%	10/21/19		1,525		1,520,105
Sumitomo Mitsui Banking Corp. (Japan), Sub. Notes, 144A(a)	Aa3	5.625%	07/29/49		6,380		6,081,831
USB Capital Xiii Trust, Gtd. Notes	A2	6.625%	12/15/39		1,975		2,007,272
Wachovia Bank NA, Sub. Notes(d)	Aa3	6.600%	01/15/38		1,300		1,372,123
Woori Bank (South Korea), Notes, 144A(d)	A2	7.000%	02/02/15		1,965		2,153,508
							88,547,852
Brokerage — 0.1%
Blackstone Holdings Finance Co. LLC, Gtd. Notes, 144A	A(c)	6.625%	08/15/19		1,360		1,331,127
Lehman Brothers Holdings, Inc., Sr. Unsec’d. Notes, MTN(f)	NR	6.875%	05/02/18		2,740		568,550
							1,899,677

SEE NOTES TO FINANCIAL STATEMENTS.

A28

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Building Materials & Construction — 1.1%
Centex Corp., Sr. Unsec’d. Notes	B1	5.700%	05/15/14	$	2,500	$	2,550,000
Interline Brands, Inc., Gtd. Notes	B3	8.125%	06/15/14		1,685		1,693,425
KB Home, Gtd. Notes	B1	6.375%	08/15/11		447		447,000
Lennar Corp., Gtd. Notes, Ser. B	B3	5.950%	10/17/11		3,060		3,082,950
Masco Corp., Sr. Unsec’d. Notes	Ba2	7.125%	08/15/13		2,600		2,706,262
Toll Brothers Finance Corp., Gtd. Notes	Ba1	5.150%	05/15/15		4,695		4,492,448
							14,972,085
Cable — 1.5%
Comcast Cable Communications Holdings, Inc., Gtd. Notes	Baa1	9.455%	11/15/22		1,065		1,369,744
British Sky Broadcasting Group PLC (United Kingdom), Gtd. Notes, 144A	Baa1	6.100%	02/15/18		210		222,461
Cablevision Systems Corp., Sr. Notes, 144A	B1	8.625%	09/15/17		3,175		3,305,969
COX Communications, Inc., Sr. Unsec’d. Notes, 144A (original cost $1,892,647; purchased date 02/12/09)(g)	Baa3	8.375%	03/01/39		1,900		2,365,840
DIRECTV Holdings LLC / DIRECTV Financing Co., Inc., Gtd. Notes, 144A	Ba2	4.750%	10/01/14		3,100		3,159,942
TCI Communications, Inc., Sr. Unsec’d. Notes	Baa1	7.875%	02/15/26		750		840,707
Time Warner Cable, Inc., Gtd. Notes	Baa2	5.850%	05/01/17		1,420		1,491,957
Time Warner Cable, Inc., Gtd. Notes	Baa2	6.750%	07/01/18		5,520		6,064,068
Time Warner Cable, Inc., Gtd. Notes	Baa2	8.250%	02/14/14		1,115		1,303,151
							20,123,839
Capital Goods — 1.7%
Ashtead Holdings PLC (United Kingdom), Sec’d. Notes, 144A(d)	B2	8.625%	08/01/15		1,300		1,306,500
Hutchison Whampoa International 09/16 Ltd. (Cayman Islands), Gtd. Notes, 144A(d)	A3	4.625%	09/11/15		4,960		5,004,590
Noble Group Ltd. (Bermuda), Sr. Unsec’d. Notes, 144A	Baa3	6.750%	01/29/20		2,860		2,935,075
Rockwell Automation, Inc., Sr. Unsec’d. Notes	A3	5.200%	01/15/98		6,500		4,874,200
Textron, Inc., Sr. Unsec’d. Notes	Baa3	7.250%	10/01/19		2,350		2,432,415
Trane U.S., Inc., Gtd. Notes	BBB+(c)	7.625%	02/15/10		3,800		3,822,813
Waste Management, Inc., Sr. Unsec’d. Notes	Baa3	7.650%	03/15/11		2,100		2,224,977
							22,600,570
Chemicals — 0.9%
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3	5.900%	02/15/15		750		805,932
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3	7.600%	05/15/14		2,050		2,332,679
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3	8.550%	05/15/19		2,450		2,923,205
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3	9.400%	05/15/39		1,450		1,917,119
Nova Chemicals Corp. (Canada), Sr. Unsec’d. Notes	B1	6.500%	01/15/12		1,440		1,447,200
Union Carbide Chemical & Plastics Co., Gtd. Notes	Ba2	7.875%	04/01/23		3,058		2,730,922
							12,157,057
Consumer — 0.3%
Realogy Corp., Gtd. Notes, PIK	Ca	11.000%	04/15/14		2,374		1,958,232
Visant Holding Corp., Sr. Notes	B3	8.750%	12/01/13		2,445		2,512,237
							4,470,469
Electric — 4.1%
AES Corp. (The), Sr. Sec’d. Notes, 144A	Ba3	8.750%	05/15/13		5,007		5,132,175
CenterPoint Energy Houston Electric LLC, Genl. Ref. Mtge., Ser. J2	Baa1	5.700%	03/15/13		2,950		3,135,682
Consumers Energy Co., First Mtge. Bonds, Ser. D	A3	5.375%	04/15/13		1,000		1,073,736
Duke Energy Corp., Sr. Unsec’d. Notes	Baa2	6.300%	02/01/14		3,400		3,738,705
EDP Finance BV (Netherlands), Sr. Unsec’d. Notes, 144A	A3	6.000%	02/02/18		600		640,945
El Paso Electric Co., Sr. Unsec’d. Notes	Baa2	6.000%	05/15/35		2,325		2,090,854
Empresa Nacional de Electricidad SA (Chile), Unsub. Notes(d)	Baa3	8.350%	08/01/13		625		723,517
ENEL Finance International SA (Luxembourg), Gtd. Notes, 144A	A2	6.000%	10/07/39		3,200		3,216,938
Energy East Corp., Sr. Unsec’d. Notes	A3	6.750%	06/15/12		750		819,709
Energy East Corp., Sr. Unsec’d. Notes	A3	6.750%	09/15/33		1,150		1,199,902
Enersis SA (Chile), Sr. Unsec’d. Notes	Baa3	7.375%	01/15/14		3,700		4,124,593

SEE NOTES TO FINANCIAL STATEMENTS.

A29

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Electric (continued)
Exelon Corp., Sr. Unsec’d. Notes	Baa1	4.900%	06/15/15	$	500	$	515,800
Exelon Generation Co. LLC, Sr. Unsec’d. Notes	A3	6.200%	10/01/17		1,930		2,068,844
Exelon Generation Co. LLC, Sr. Unsec’d. Notes	A3	6.250%	10/01/39		1,900		1,935,779
FirstEnergy Solutions Corp., Gtd. Notes	Baa2	6.050%	08/15/21		1,750		1,765,411
Korea Hydro & Nuclear Power Co. Ltd. (South Korea), Sr. Unsec’d. Notes, 144A(d)	A2	6.250%	06/17/14		5,295		5,777,422
Mirant Americas Generation LLC, Sr. Unsec’d. Notes	B3	8.300%	05/01/11		2,655		2,721,375
Mirant MID Atlantic Pass-Through Trust A, Pass-thru Certs., Ser. A	Ba1	8.625%	06/30/12		2,770		2,828,380
NiSource Finance Corp., Gtd. Notes	Baa3	5.450%	09/15/20		1,345		1,304,248
North American Energy Alliance LLC / North American Energy Alliance Finance Corp., Sr. Sec’d. Notes, 144A (original cost $1,563,824; purchased date 09/22/09)(g)	Ba3	10.875%	06/01/16		1,600		1,700,000
Oncor Electric Delivery Co. LLC, First Mtge. Bonds	Baa1	6.800%	09/01/18		1,460		1,621,737
Orion Power Holdings, Inc., Sr. Unsec’d. Notes	Ba3	12.000%	05/01/10		3,535		3,623,375
Transalta Corp. (Canada), Sr. Unsec’d. Notes(d)	Baa2	6.650%	05/15/18		1,953		2,036,210
Xcel Energy, Inc., Sr. Unsec’d. Notes	Baa1	5.613%	04/01/17		1,947		2,007,470
							55,802,807
Energy - Integrated — 0.5%
Cenovus Energy, Inc. (Canada), Sr. Notes, 144A(d)	Baa2	6.750%	11/15/39		3,325		3,624,430
Hess Corp., Sr. Unsec’d. Notes	Baa2	6.000%	01/15/40		615		609,002
Hess Corp., Sr. Unsec’d. Notes(d)	Baa2	8.125%	02/15/19		500		602,978
Western Oil Sand, Inc. (Canada), Gtd. Notes	Baa1	8.375%	05/01/12		1,900		2,126,767
							6,963,177
Energy - Other — 1.1%
Dolphin Energy Ltd. (Uae), Sr. Sec’d. Notes, 144A	Aa3	5.888%	06/15/19		3,846		3,884,612
GS Caltex Corp. (South Korea), Sr. Unsec’d. Notes, 144A	Baa2	7.750%	07/25/11		3,000		3,186,432
Halliburton Co., Sr. Unsec’d. Notes	A2	7.450%	09/15/39		1,500		1,855,882
Pioneer Natural Resources Co., Sr. Unsec’d. Notes	Ba1	6.875%	05/01/18		1,750		1,731,485
XTO Energy, Inc., Sr. Unsec’d. Notes	Baa2	6.250%	04/15/13		4,107		4,523,302
							15,181,713
Foods — 1.7%
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	4.125%	01/15/15		2,975		3,020,669
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	6.875%	11/15/19		2,200		2,456,045
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	7.750%	01/15/19		1,640		1,920,104
Constellation Brands, Inc., Gtd. Notes, Ser. B(d)	B2	8.125%	01/15/12		2,678		2,688,043
Kraft Foods, Inc., Sr. Unsec’d. Notes	Baa2	6.125%	02/01/18		2,770		2,912,771
Mead Johnson Nutrition Co., Gtd. Notes, 144A	Baa1	3.500%	11/01/14		1,285		1,270,355
Ralcorp Holdings, Inc., Sr. Notes, 144A	Baa3	6.625%	08/15/39		2,825		2,755,062
Stater Brothers Holdings, Gtd. Notes	B2	8.125%	06/15/12		1,250		1,262,500
Tyson Foods, Inc., Gtd. Notes	Ba3	7.850%	04/01/16		1,000		1,025,000
Tyson Foods, Inc., Sr. Unsec’d. Notes	B2	8.250%	10/01/11		2,050		2,193,500
Yum! Brands, Inc., Sr. Unsec’d. Notes	Baa3	8.875%	04/15/11		1,705		1,844,934
							23,348,983
Gaming — 0.3%
MGM Mirage, Sr. Sec’d. Notes, 144A	B1	10.375%	05/15/14		1,115		1,209,775
MGM Mirage, Sr. Sec’d. Notes, 144A	B1	11.125%	11/15/17		1,115		1,234,863
Peninsula Gaming LLC, Sr. Sec’d. Notes, 144A	Ba2	8.375%	08/15/15		945		942,637
Peninsula Gaming LLC, Sr. Unsec’d. Notes, 144A	B3	10.750%	08/15/17		945		949,725
							4,337,000
Healthcare & Pharmaceutical — 1.3%
Apria Healthcare Group, Inc., Sr. Sec’d. Notes, 144A	B1	12.375%	11/01/14		1,650		1,815,000
Carefusion Corp., Sr. Unsec’d. Notes, 144A	Baa3	6.375%	08/01/19		1,525		1,632,545
Express Scripts, Inc., Gtd. Notes	Baa3	6.250%	06/15/14		3,450		3,764,398
HCA, Inc., Sr. Unsec’d. Notes, MTN	Caa1	8.700%	02/10/10		1,700		1,703,683
Hospira, Inc., Sr. Unsec’d. Notes	Baa3	5.550%	03/30/12		2,500		2,664,665

SEE NOTES TO FINANCIAL STATEMENTS.

A30

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Healthcare & Pharmaceutical (continued)
McKesson Corp., Sr. Unsec’d. Notes	Baa3	6.500%	02/15/14	$	2,800	$	3,097,259
Senior Housing Properties Trust, Sr. Unsec’d. Notes	Ba1	8.625%	01/15/12		2,500		2,587,500
							17,265,050
Healthcare Insurance — 1.0%
Aetna, Inc., Sr. Unsec’d. Notes	A3	6.750%	12/15/37		1,900		1,981,185
Cigna Corp., Sr. Unsec’d. Notes	Baa2	5.375%	03/15/17		2,125		2,045,281
Coventry Health Care, Inc., Sr. Unsec’d. Notes	Ba1	6.125%	01/15/15		4,025		3,844,720
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.000%	06/15/17		2,610		2,731,540
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.500%	06/15/37		760		749,434
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.625%	11/15/37		195		195,349
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.875%	02/15/38		2,000		2,067,102
							13,614,611
Insurance — 2.0%
Allied World Assurance Co. Holdings Ltd. (Bermuda), Sr. Unsec’d. Notes	Baa1	7.500%	08/01/16		2,475		2,642,911
American International Group, Inc., Sr. Unsec’d. Notes	A3	4.250%	05/15/13		1,820		1,681,147
American International Group, Inc., Sr. Unsec’d. Notes	A3	5.050%	10/01/15		315		262,790
American International Group, Inc., Sr. Unsec’d. Notes, MTN	A3	5.850%	01/16/18		3,700		3,035,957
Axis Capital Holdings Ltd. (Bermuda), Sr. Unsec’d. Notes	Baa1	5.750%	12/01/14		3,350		3,372,077
Lincoln National Corp., Sr. Unsec’d. Notes	Baa2	8.750%	07/01/19		1,265		1,445,394
Massachusetts Mutual Life Insurance Co., Sub. Notes, 144A	A1	8.875%	06/01/39		1,200		1,471,739
MetLife, Inc., Sr. Unsec’d. Notes(d)	A3	7.717%	02/15/19		2,000		2,350,270
Teachers Insurance & Annuity Association of America, Notes, 144A	Aa2	6.850%	12/16/39		2,310		2,387,935
XL Capital Finance Europe PLC (United Kingdom), Gtd. Notes	Baa2	6.500%	01/15/12		6,820		7,057,704
XL Capital Ltd. (Cayman Islands), Jr. Sub. Notes, Ser. E(a)	Ba1	6.500%	12/31/49		1,880		1,419,400
XL Capital Ltd. (Cayman Islands), Sr. Unsec’d. Notes	Baa2	5.250%	09/15/14		140		137,105
							27,264,429
Lodging — 0.5%
Felcor Lodging LP, Sr. Sec’d. Notes, 144A(d)	B2	10.000%	10/01/14		2,350		2,370,563
Starwood Hotels & Resorts Worldwide, Inc., Gtd. Notes	Ba1	7.875%	05/01/12		3,060		3,300,975
Starwood Hotels & Resorts Worldwide, Inc., Sr. Unsec’d. Notes(d)	Ba1	6.250%	02/15/13		980		1,010,625
							6,682,163
Media & Entertainment — 2.6%
CBS Corp., Gtd. Notes(d)	Baa3	8.200%	05/15/14		4,800		5,456,726
Gannett Co., Inc., Sr. Unsec’d. Notes(d)	Ba2	5.750%	06/01/11		2,240		2,245,600
Gannett Co., Inc., Sr. Unsec’d. Notes	Ba2	6.375%	04/01/12		1,100		1,100,000
Historic TW, Inc., Gtd. Notes	Baa2	6.625%	05/15/29		225		234,608
News America, Inc., Gtd. Notes, 144A(d)	Baa1	6.900%	08/15/39		600		654,524
News America, Inc., Gtd. Notes	Baa1	7.625%	11/30/28		1,415		1,512,297
RR Donnelley & Sons Co., Sr. Unsec’d. Notes	Baa3	4.950%	04/01/14		7,000		7,002,121
RR Donnelley & Sons Co., Sr. Unsec’d. Notes	Baa3	8.600%	08/15/16		4,750		5,170,893
Time Warner Cos., Inc., Gtd. Notes	Baa2	6.950%	01/15/28		2,153		2,316,746
Time Warner Cos., Inc., Gtd. Notes	Baa2	7.250%	10/15/17		1,440		1,612,688
Viacom, Inc., Sr. Unsec’d. Notes	Baa2	4.250%	09/15/15		2,795		2,816,938
Viacom, Inc., Sr. Unsec’d. Notes	Baa2	4.375%	09/15/14		860		886,884
Viacom, Inc., Sr. Unsec’d. Notes(d)	Baa2	6.750%	10/05/37		1,240		1,279,278
Viacom, Inc., Sr. Unsec’d. Notes	Baa2	6.875%	04/30/36		580		627,158
Vivendi SA (France), Sr. Unsec’d. Notes, 144A	Baa2	5.750%	04/04/13		2,000		2,102,694
							35,019,155
Metals — 2.0%
AK Steel Corp., Gtd. Notes(d)	Ba3	7.750%	06/15/12		4,195		4,236,950
Arcelormittal (Luxembourg), Sr. Unsec’d. Notes(d)	Baa3	6.125%	06/01/18		1,550		1,599,346
Freeport-McMoRan Copper & Gold, Inc., Sr. Unsec’d. Notes	Ba2	8.375%	04/01/17		2,095		2,294,025
Newmont Mining Corp., Gtd. Notes	Baa2	6.250%	10/01/39		2,025		2,027,420
Rio Tinto Finance USA Ltd. (Australia), Gtd. Notes(d)	Baa1	9.000%	05/01/19		5,785		7,321,427
Teck Resources Ltd. (Canada), Sr. Sec’d. Notes	Ba2	10.250%	05/15/16		500		582,500

SEE NOTES TO FINANCIAL STATEMENTS.

A31

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Metals (continued)
Teck Resources Ltd. (Canada), Sr. Sec’d. Notes	Ba2	10.750%	05/15/19	$	1,800	$	2,151,000
United States Steel Corp., Sr. Unsec’d. Notes(d)	Ba3	7.000%	02/01/18		2,000		1,958,988
Vale Overseas Ltd. (Cayman Islands), Gtd. Notes	Baa2	6.875%	11/21/36		815		814,316
Vale Overseas Ltd. (Cayman Islands), Gtd. Notes	Baa2	6.875%	11/10/39		1,275		1,283,573
Xstrata Finance Canada Ltd. (Canada), Gtd. Notes, 144A	Baa2	5.500%	11/16/11		3,430		3,600,059
							27,869,604
Non-Captive Finance — 2.6%
Block Financial LLC, Gtd. Notes	Baa1	7.875%	01/15/13		5,700		6,350,005
Bosphorus Financial Services Ltd. (Cayman Islands), Sr. Sec’d. Notes, MTN(a)(b)	A3	2.073%	02/15/12		1,252		1,194,366
GATX Corp., Sr. Unsec’d. Notes	Baa1	4.750%	10/01/12		1,500		1,531,707
General Electric Capital Australia Funding Pty Ltd. (Australia), Gtd. Notes, MTN	Aa2	6.000%	04/15/15		AUD  4,440		3,689,394
General Electric Capital Corp., Sr. Unsec’d. Notes, MTN	Aa2	5.875%	01/14/38		1,675		1,550,854
General Electric Capital Corp., Sr. Unsec’d. Notes, Ser. G, MTN(e)(h)	Aa2	6.000%	08/07/19		7,275		7,551,603
Nelnet, Inc., Jr. Sub. Notes(a)	Ba2	7.400%	09/29/36		6,500		4,734,022
Preferred Term Securities X (Cayman Islands), Sr. Sec’d. Notes, 144A(a)(b)	A2	1.003%	07/03/33		3,102		1,504,523
SLM Corp., Sr. Unsec’d. Notes, MTN	Ba1	5.050%	11/14/14		4,150		3,743,213
SLM Corp., Sr. Unsec’d. Notes, MTN	Ba1	8.450%	06/15/18		3,200		3,157,609
							35,007,296
Packaging — 1.0%
Ball Corp., Gtd. Notes(d)	Ba1	7.125%	09/01/16		1,320		1,353,000
Greif, Inc., Sr. Unsec’d. Notes	Ba2	7.750%	08/01/19		3,505		3,575,100
Reynolds Group Issuer, Inc. , Sr. Sec’d. Notes, 144A	B1	7.750%	10/15/16		1,600		1,636,000
Sealed Air Corp., Sr. Unsec’d. Notes, 144A(d)	Baa3	5.625%	07/15/13		6,600		6,978,589
							13,542,689
Paper — 1.3%
Cascades, Inc. (Canada), Sr. Notes, 144A	Ba3	7.750%	12/15/17		2,150		2,171,500
Georgia-Pacific LLC, Sr. Unsec’d. Notes(d)	B2	8.125%	05/15/11		3,965		4,163,250
Graphic Packaging International, Inc., Gtd. Notes	B3	9.500%	06/15/17		1,750		1,855,000
International Paper Co., Sr. Unsec’d. Notes	Baa3	7.300%	11/15/39		1,000		1,060,861
International Paper Co., Sr. Unsec’d. Notes	Baa3	7.500%	08/15/21		1,650		1,848,777
MeadWestvaco Corp., Sr. Unsec’d. Notes	Ba1	7.375%	09/01/19		4,400		4,833,383
Rock-Tenn Co., Sr. Sec’d. Notes	Ba2	8.200%	08/15/11		2,000		2,122,500
							18,055,271
Pipelines & Other — 0.6%
Kinder Morgan Energy Partners LP, Sr. Unsec’d. Notes(d)	Baa2	6.500%	09/01/39		1,545		1,557,068
Kinder Morgan Energy Partners LP, Sr. Unsec’d. Notes	Baa2	7.300%	08/15/33		1,550		1,690,542
Sempra Energy, Sr. Unsec’d. Notes(d)	Baa1	6.500%	06/01/16		2,275		2,467,258
Sonat, Inc., Sr. Unsec’d. Notes	Ba3	7.625%	07/15/11		2,240		2,308,770
							8,023,638
Railroads — 0.1%
Union Pacific Corp., Sr. Unsec’d. Notes(d)	Baa2	5.750%	11/15/17		1,450		1,529,889
Real Estate Investment Trusts — 1.4%
Country Garden Holdings Co. (Cayman Islands), Sr. Notes, 144A	Ba3	11.750%	09/10/14		1,220		1,220,000
Hospitality Properties Trust, Sr. Unsec’d. Notes	Baa2	7.875%	08/15/14		2,900		2,993,867
Post Apartment Homes LP, Sr. Unsec’d. Notes	Baa3	5.450%	06/01/12		2,300		2,282,166
ProLogis, Sr. Unsec’d. Notes	Baa2	7.375%	10/30/19		1,650		1,627,568
Realty Income Corp., Sr. Unsec’d. Notes(d)	Baa1	6.750%	08/15/19		1,545		1,512,887
Simon Property Group LP, Sr. Unsec’d. Notes	A3	5.300%	05/30/13		3,400		3,508,137
Simon Property Group LP, Sr. Unsec’d. Notes	A3	10.350%	04/01/19		1,685		2,116,473
WEA Finance LLC , Gtd. Notes, 144A	A2	5.750%	09/02/15		4,000		4,217,760
							19,478,858

SEE NOTES TO FINANCIAL STATEMENTS.

A32

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#	Value (Note 2)
Retailers — 1.4%
CVS Caremark Corp., Sr. Unsec’d. Notes	Baa2	6.125%	09/15/39	AUD  3,350	$	3,320,182
GameStop Corp., Gtd. Notes	Ba1	8.000%	10/01/12	$  3,325		3,445,531
Macy’s Retail Holdings, Inc., Gtd. Notes	Ba2	5.350%	03/15/12	1,800		1,838,250
Macy’s Retail Holdings, Inc., Gtd. Notes	Ba2	5.875%	01/15/13	7,800		8,014,500
Target Corp., Sr. Unsec’d. Notes	A2	6.500%	10/15/37	800		877,228
Target Corp., Sr. Unsec’d. Notes	A2	7.000%	01/15/38	1,870		2,181,819
						19,677,510
Structured Notes — 1.3%
Dow Jones CDX North America High Yield, Pass-thru Certs., 144A Ser. 5-T3	Caa3	8.250%	12/29/10	7,488		7,834,398
Ser. 6-T1	Caa3	8.625%	06/29/11	8,570		9,426,450
						17,260,848
Technology — 2.6%
Advanced Micro Devices, Inc., Sr. Unsec’d. Notes, 144A(d)	B2	8.125%	12/15/17	1,530		1,524,263
Affiliated Computer Services, Inc., Sr. Unsec’d. Notes	Ba2	4.700%	06/01/10	5,785		5,835,619
Amphenol Corp., Sr. Unsec’d. Notes	Baa3	4.750%	11/15/14	2,475		2,475,869
Arrow Electronics, Inc., Sr. Unsec’d. Notes	Baa3	6.000%	04/01/20	3,400		3,363,834
Cisco Systems, Inc., Sr. Unsec’d. Notes	A1	4.450%	01/15/20	4,650		4,561,576
FISERV, Inc., Gtd. Notes	Baa2	6.125%	11/20/12	1,600		1,742,194
Motorola, Inc., Sr. Unsec’d. Notes	Baa3	8.000%	11/01/11	121		129,408
Oracle Corp., Sr. Unsec’d. Notes(d)	A2	6.125%	07/08/39	1,100		1,155,038
Seagate Technology HDD Holdings (Cayman Islands), Gtd. Notes	Ba3	6.375%	10/01/11	2,115		2,152,012
Sensata Technologies BV (Netherlands), Gtd. Notes	Caa2	8.000%	05/01/14	4,370		4,282,600
Stats ChipPAC Ltd. (Singapore), Gtd. Notes	Ba1	6.750%	11/15/11	2,500		2,515,625
SunGard Data Systems, Inc., Gtd. Notes(d)	Caa1	10.250%	08/15/15	2,610		2,779,650
Xerox Corp., Sr. Unsec’d. Notes	Baa2	4.250%	02/15/15	2,000		1,986,058
Xerox Corp., Sr. Unsec’d. Notes	Baa2	5.500%	05/15/12	870		919,433
						35,423,179
Telecommunications — 3.2%
AT&T Corp., Gtd. Notes	A2	8.000%	11/15/31	3,915		4,778,328
British Telecommunications PLC (United Kingdom), Sr. Unsec’d. Notes	Baa2	9.625%	12/15/30	328		417,943
CC Holdings GS V LLC, Sr. Sec’d. Notes, 144A	Baa3	7.750%	05/01/17	3,000		3,195,000
Cellco Partnership/Verizon Wireless Capital LLC, Sr. Unsec’d. Notes	A2	8.500%	11/15/18	2,960		3,671,531
CenturyTel, Inc., Sr. Unsec’d. Notes, Ser. P(d)	Baa3	7.600%	09/15/39	1,250		1,281,046
Embarq Corp., Sr. Unsec’d. Notes (original cost $8,523,664; purchased date 05/12/06-01/12/09)(b)(g)	Baa3	7.082%	06/01/16	9,000		9,941,202
Qwest Capital Funding, Inc., Gtd. Notes	B1	7.250%	02/15/11	1,925		1,953,875
Qwest Corp., Sr. Unsec’d. Notes	Ba1	8.375%	05/01/16	1,100		1,179,750
Qwest Corp., Sr. Unsec’d. Notes	Ba1	8.875%	03/15/12	3,300		3,547,500
Sprint Capital Corp., Gtd. Notes(d)	Ba3	7.625%	01/30/11	5,235		5,359,331
Telecom Italia Capital SA (Luxembourg), Gtd. Notes	Baa2	4.875%	10/01/10	3,400		3,479,890
Telefonica Emisiones Sau (Spain), Gtd. Notes	Baa1	7.045%	06/20/36	5		5,709
Verizon Communications, Inc., Sr. Unsec’d. Notes	A3	6.350%	04/01/19	900		992,907
Windstream Corp., Gtd. Notes, 144A	Ba3	7.875%	11/01/17	3,750		3,703,125
						43,507,137
Tobacco — 0.7%
Altria Group, Inc., Gtd. Notes(e)	Baa1	9.950%	11/10/38	6,005		7,827,578
Lorillard Tobacco Co., Sr. Unsec’d. Notes(d)	Baa2	8.125%	06/23/19	2,075		2,281,226
						10,108,804
TOTAL CORPORATE BONDS (cost $622,143,084)						643,360,555
FOREIGN AGENCIES — 1.7%
DP World Ltd. (United Arab Emirates), Sr. Unsec’d. Notes, MTN, Reg.- S.	Ba1	6.850%	07/02/37	4,470		3,352,500

SEE NOTES TO FINANCIAL STATEMENTS.

A33

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

FOREIGN AGENCIES (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
DP World Ltd. (United Arab Emirates), Sr. Unsec’d. Notes, 144A	Ba1	6.850%	07/02/37	$	190	$	146,152
Export-Import Bank of Korea (South Korea)	A2	5.875%	01/14/15		2,230		2,393,040
Export-Import Bank of Korea (South Korea)	A2	8.125%	01/21/14		820		951,928
GAZ Capital SA (Luxembourg), Sr. Unsec’d. Notes, 144A	Baa1	6.510%	03/07/22		4,740		4,348,950
GAZ Capital SA (Luxembourg), Sr. Unsec’d. Notes, 144A	Baa1	8.125%	07/31/14		2,810		2,978,600
GAZ Capital SA (Luxembourg), Sr. Unsec’d. Notes, Reg. - S.	Baa1	9.250%	04/23/19		2,055		2,291,325
GAZ Capital SA For Gazprom (Luxembourg), Sr. Unsec’d. Notes, Reg. - S.	Baa1	8.125%	07/31/14		600		640,500
Gazprom International SA (Luxembourg), Gtd. Notes, 144A	BBB+(c)	7.201%	02/01/20		1,671		1,702,697
Korea Expressway Corp. (South Korea), 144A	A2	4.500%	03/23/15		2,825		2,878,336
National Power Corp. (Philippines), Gtd. Notes., 144A(a)	BB-(c)	4.517%	08/23/11		1,530		1,591,200
TOTAL FOREIGN AGENCIES (cost $21,684,839)							23,275,228
MUNICIPAL BONDS — 0.7%
New Jersey State Turnpike Authority, Build America Bonds	A3	7.414%	01/01/40		2,050		2,310,760
State of California, Buid America Bonds	Baa1	7.300%	10/01/39		3,500		3,307,780
State of California, Build America Bonds(d)	Baa1	7.550%	04/01/39		2,205		2,166,368
University of California Rev., Build America Bonds	Aa1	5.770%	05/15/43		1,400		1,367,492
TOTAL MUNICIPAL BONDS (cost $9,020,462)							9,152,400
RESIDENTIAL MORTGAGE-BACKED SECURITIES — 3.7%
ACE Securities Corp., Ser. 2004-FM1, Class M1(a)	Aa2	1.131%	09/25/33		2,267		1,777,488
Ameriquest Mortgage Securities, Inc. Ser. 2001-2, Class M3(a)	Baa2	3.156%	10/25/31		702		399,457
Ser. 2003-AR3, Class M6(a)(b)	Ba3	5.380%	10/25/33		1,600		205,536
Ser. 2004-R8, Class M1(a)	Aa1	0.871%	09/25/34		950		697,341
Amortizing Residential Collateral Trust, Ser. 2002-BC7, Class M2(a)	CC(c)	1.581%	10/25/32		134		10,211
Argent Securities, Inc., Ser. 2003-W2, Class M4(a)	Baa1	5.169%	09/25/33		2,400		1,157,494
Asset Backed Funding Certificates, Ser. 2004-OPT1, Class M1(a)	Aa2	1.281%	08/25/33		2,592		1,895,056
Asset Backed Securities Corp. Home Equity, Ser. 2003-HE3, Class M1(a)	Aa3	1.478%	06/15/33		1,994		1,497,424
CDC Mortgage Capital Trust, Ser. 2002-HE3, Class M2(a)	Ca	3.606%	03/25/33		348		23,714
Centex Home Equity, Ser. 2004-B, Class AF6	Aaa	4.186%	03/25/34		1,300		1,150,044
Citigroup Mortgage Loan Trust, Inc., Ser. 2004-RES1, Class M3(a)	A3	1.311%	11/25/34		239		106,018
Countrywide Asset-Backed Certificates, Ser. 2004-12, Class MV3(a)	Aa3	0.891%	03/25/35		2,670		1,679,610
CS First Boston Mortgage Securities Corp., Ser. 2002-HE4, Class M2(a)	B2	2.481%	08/25/32		159		28,423
Equity One ABS, Inc., Ser. 2004-3, Class M1	Aa2	5.700%	07/25/34		1,300		989,391
FBR Securitization Trust, Ser. 2005-2, Class M1(a)	A1	0.711%	09/25/35		3,600		2,469,547
First Franklin Mortgage Loan Asset Backed Certificates, Ser. 2005-FF6, Class M2(a)	A1	0.671%	05/25/36		2,575		855,882
Fremont Home Loan Trust, Ser. 2003-B, Class M1(a)	Aa3	1.281%	12/25/33		382		283,038
GSAMP Trust, Ser. 2004-FM1, Class M1(a)	Aaa	1.206%	11/25/33		4,075		3,341,532
HFC Home Equity Loan Asset Backed Certificates Ser. 2004-1, Class A(a)	Aaa	0.583%	09/20/33		2,114		1,884,176
Ser. 2004-1, Class M(a)	Aa2	0.753%	09/20/33		1,916		1,637,328
Ser. 2006-1, Class M1(a)	Aa1	0.513%	01/20/36		1,227		1,054,245
Ser. 2006-2, Class A1(a)	Aaa	0.383%	03/20/36		340		299,019
Ser. 2006-2, Class A2(a)	Aaa	0.413%	03/20/36		413		363,705
IXIS Real Estate Capital Trust, Ser. 2006-HE1, Class A4(a)	Caa2	0.531%	03/25/36		3,200		1,066,212
Long Beach Mortgage Loan Trust, Ser. 2004-1, Class M1(a)	Aa1	0.731%	02/25/34		4,250		2,999,566
Merrill Lynch Mortgage Investors, Inc., Ser. 2004-OPT1, Class A1A(a)	AAA(c)	0.491%	06/25/35		3,249		2,538,626
Morgan Stanley ABS Capital I Ser. 2002-NC6, Class M2(a)	B3	3.381%	11/25/32		174		36,801
Ser. 2003-HE1, Class M1(a)	Aa2	1.431%	05/25/33		2,141		1,639,566
Ser. 2004-NC1, Class M1(a)	Aa2	0.931%	12/25/33		1,193		879,185
Ser. 2004-OP1, Class M1(a)	Aa1	0.811%	11/25/34		3,688		2,817,759

SEE NOTES TO FINANCIAL STATEMENTS.

A34

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

RESIDENTIAL MORTGAGE-BACKED SECURITIES (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Ser. 2004-WMC1, Class M1(a)	Aa1	1.161%	06/25/34	$	3,176	$	2,251,742
Ser. 2004-WMC2, Class M1(a)	Aa1	1.146%	07/25/34		3,299		2,504,376
New Century Home Equity Loan Trust Ser. 2003-4, Class M1(a)	Aa2	1.356%	10/25/33		5,016		3,716,162
Ser. 2004-4, Class M1(a)	Aa1	0.741%	02/25/35		3,524		3,103,478
Residential Asset Mortgage Products, Inc., Ser. 2004-RS12, Class MII2(a)(b)	Aa3	1.031%	12/25/34		1,546		1,411,189
Residential Asset Securities Corp., Ser. 2004-KS1, Class AI5	Aaa	5.221%	02/25/34		1,000		753,782
Saxon Asset Securities Trust, Ser. 2002-3, Class M1(a)	Aaa	1.356%	12/25/32		849		680,655
Securitized Asset Backed Receivables LLC Trust, Ser. 2006-FR1, Class M1(a)	Caa1	0.631%	11/25/35		2,000		111,957
Structured Asset Securities Corp., Ser. 2002-HF2, Class M3(a)(b)	CC(c)	3.231%	07/25/32		1,345		658,838
TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (cost $62,613,783)							50,975,573
SOVEREIGNS — 1.1%
Government of Hungary (Hungary), Ser. 15/A	Baa1	8.000%	02/12/15		HUF  693,400		3,720,364
Government of Jamaica (Jamaica)	Caa1	11.000%	07/27/12		EUR         620		799,920
Peru Government International Bond (Cayman Islands), Sr. Sec’d. Notes, 144A(i)	Ba1	6.350%	05/31/18		1,647		1,257,692
Poland Government International Bond (Poland)	A2	6.375%	07/15/19		1,550		1,685,909
Qatar Government International Bond (Qatar), 144A(d)	Aa2	6.400%	01/20/40		2,445		2,457,225
Republic of Poland (Poland), Ser. 1015	A2	6.250%	10/24/15		PLN       9,910		3,506,060
South Africa Government International Bond (South Africa)	A3	7.375%	04/25/12		600		658,500
Ukraine Government International Bond (Ukraine)	B2	6.385%	06/26/12		1,340		1,139,000
TOTAL SOVEREIGNS (cost $15,455,016)							15,224,670
U.S. GOVERNMENT AGENCY OBLIGATION — 0.1%
Federal National Mortgage Association (cost $1,332,952)(d)		2.625%	11/20/14		1,340		1,329,610
U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES — 12.7%
Federal Home Loan Mortgage Corporation		4.500%	02/01/19		1,287		1,340,508
Federal Home Loan Mortgage Corporation		5.000%	07/01/19-12/01/19		3,001		3,162,119
Federal Home Loan Mortgage Corporation		5.500%	10/01/33-06/01/34		4,008		4,255,662
Federal Home Loan Mortgage Corporation		5.500%	TBA 30 YR		23,000		24,092,500
Federal Home Loan Mortgage Corporation		6.000%	11/01/33-06/01/34		4,548		4,857,367
Federal Home Loan Mortgage Corporation		6.500%	07/01/32-09/01/32		2,140		2,311,162
Federal Home Loan Mortgage Corporation		7.000%	10/01/32-11/01/33		3,850		4,238,653
Federal National Mortgage Association		4.000%	05/01/19		960		980,658
Federal National Mortgage Association		4.500%	06/01/18-02/01/35		10,417		10,841,873
Federal National Mortgage Association		5.000%	01/01/19-01/01/20		5,759		6,064,903
Federal National Mortgage Association(a)		5.198%	10/01/37		8,332		8,742,220
Federal National Mortgage Association		5.500%	12/01/16-09/01/34		18,004		19,012,184
Federal National Mortgage Association		6.000%	09/01/17-03/01/38		16,532		17,674,615
Federal National Mortgage Association		6.000%	TBA 30 YR		25,500		27,006,081
Federal National Mortgage Association		6.500%	12/01/14-10/01/37		17,231		18,521,831
Federal National Mortgage Association		7.000%	05/01/32-06/01/32		415		458,304
Government National Mortgage Association		5.500%	01/15/33-01/15/36		7,461		7,869,918
Government National Mortgage Association		6.000%	12/15/32-11/15/34		6,304		6,722,953
Government National Mortgage Association		6.500%	09/15/32-11/15/33		4,050		4,351,102
Government National Mortgage Association		7.500%	10/15/25-02/15/26		140		157,180
TOTAL U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES (cost $167,680,884)							172,661,793

SEE NOTES TO FINANCIAL STATEMENTS.

A35

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

U.S. GOVERNMENT TREASURY SECURITIES — 0.5%	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
U.S. Treasury Notes(d)	0.750%	11/30/11	$	3,000	$	2,980,431
U.S. Treasury Notes(d)	3.375%	11/15/19		2,860		2,750,977
U.S. Treasury Strips Coupon(i)	4.860%	08/15/24		1,000		495,664
TOTAL U.S. GOVERNMENT TREASURY SECURITIES (cost $6,356,338)						6,227,072
TOTAL LONG-TERM INVESTMENTS (cost $1,211,097,417)						1,249,810,305
			Shares
SHORT-TERM INVESTMENTS — 16.2%
AFFILIATED MUTUAL FUNDS
Dryden Core Investment Fund — Short-Term Bond Series(j) (cost $164,700,915)				16,649,555		142,520,193
Dryden Core Investment Fund — Taxable Money Market Series(j)(k) (cost $78,783,202; includes $67,999,531 of cash collateral received for securities on loan)				78,783,202		78,783,202
TOTAL SHORT-TERM INVESTMENTS (cost $243,484,117)						221,303,395
TOTAL INVESTMENTS (l) — 107.9% (cost $1,454,581,534)						1,471,113,700
LIABILITIES IN EXCESS OF OTHER ASSETS(m) (7.9)%						(107,644,681	)
NET ASSETS — 100.0%					$	1,363,469,019

The following abbreviations are used in portfolio descriptions:

144A	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
AUD	Australian Dollar
CAD	Canadian Dollar
EUR	Euro
GBP	British Pound
HUF	Hungarian Forint
MTN	Medium Term Note
NR	Not Rated by Moody’s or Standard & Poor’s
NOK	Norwegian Krone
NZD	New Zealand Dollar
PIK	Payment in Kind
PLN	Polish Zloty
SEK	Swedish Krona
TBA	To Be Announced

† The ratings reflected are as of December 31, 2009. Ratings of certain bonds may have changed subsequent to that date.

# Principal amount shown in U.S. dollars unless otherwise stated.

(a) Indicates a variable rate security. The maturity date presented for these instruments is the latter of the next date on which the security can be redeemed at par or the next date on which the rate of interest is adjusted. The interest rate shown reflects the rate in effect at December 31, 2009.

(b) Indicates a security that has been deemed illiquid.

(c) Standard & Poor’s Rating

(d) All or a portion of security is on loan. The aggregate market value of such securities is $66,383,884; cash collateral of $67,999,531 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(e) Security segregated as collateral for swap contracts.

(f) Represents issuer in default on interest payments and/or principal repayment; non-income producing security.

(g) Indicates a restricted security; the aggregate original cost of such securities is $11,980,135. The aggregate value of $14,007,042 is approximately 1.0% of net assets.

(h) Security segregated as collateral for futures contracts.

SEE NOTES TO FINANCIAL STATEMENTS.

A36

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

(i) Represents zero coupon bond. Rate shown reflects the effective yield at December 31, 2009.

(j) Prudential Investments LLC, the manager of the Fund, also serves as manager of the Dryden Core Investment Fund—Taxable Money Market Series and the Dryden Core Investment Fund—Short-Term Bond Series.

(k) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(l) As of December 31, 2009, 1 security representing $3,372,924 and 0.2% of the net assets was fair valued in accordance with the policies adopted by the Board of Trustees.

(m) Liabilities in excess of other assets include net unrealized appreciation (depreciation) on futures contracts, forward foreign currency exchange contracts, interest rate and credit default swap agreements as follows:

Open futures contracts outstanding at December 31, 2009:

Number of Contracts	Type	Expiration Date	Value at Trade Date		Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Long Positions:
11	Euro 10 Yrs. Bonds	Mar. 2010	$	1,941,065	$	1,911,048	$	(30,017	)
235	U.S. Treasury 10 Yrs. Notes	Mar. 2010		27,209,692		27,131,484		(78,208	)
340	U.S. Treasury 2 Yrs. Notes	Mar. 2010		73,777,543		73,530,313		(247,230	)
425	U.S. Treasury 5 Yrs. Notes	Mar. 2010		48,643,413		48,612,695		(30,718	)
507	U.S. Long Bonds	Mar. 2010		59,445,617		58,495,125		(950,492	)
								(1,336,665	)
Short Position:
20	Australian 10 Yrs. Bonds	Mar. 2010		1,855,897		1,828,925		26,972
							$	(1,309,693	)

Forward foreign currency exchange contracts outstanding at December 31, 2009:

Foreign Currency Contract	Counterparty	Notional Amount (000)	Payable at Settlement Date		Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Purchased:
Australian Dollar expiring 01/20/10	JPMorgan Chase & Co.	AUD  759	$	680,900	$	681,027	$	127
British Pound expiring 01/22/10	Citibank N.A.	GBP  841		1,363,700		1,357,669		(6,031	)
Canadian Dollar expiring 01/19/10	Morgan Stanley	CAD  2,785		2,623,615		2,662,905		39,290
Euro expiring 01/22/10	Citibank N.A.	EUR  119		170,383		170,146		(237	)
Hungarian Forint expiring 01/21/10	JPMorgan Chase & Co.	HUF  129,681		680,900		687,718		6,818
Hungarian Forint expiring 01/21/10	Citibank N.A.	HUF  257,125		1,363,700		1,363,570		(130	)
New Zealand Dollar expiring 01/21/10	Deutsche Bank Securities Corp.	NZD  1,666		1,198,424		1,207,874		9,450
New Zealand Dollar expiring 01/21/10	JPMorgan Chase & Co.	NZD  1,326		953,300		961,132		7,832
New Zealand Dollar expiring 01/21/10	JPMorgan Chase & Co.	NZD  1,879		1,363,700		1,362,259		(1,441	)
Norwegian Krone expiring 01/21/10	Morgan Stanley	NOK  18,708		3,170,775		3,228,149		57,374
Swedish Krona expiring 01/21/10	Morgan Stanley	SEK  13,844		1,893,905		1,935,232		41,327
Swedish Krona expiring 01/21/10	Citibank N.A.	SEK  4,876		680,900		681,629		729
Swedish Krona expiring 01/21/10	Citibank N.A.	SEK  9,716		1,363,700		1,358,116		(5,584	)
			$	17,507,902	$	17,657,426		149,524

SEE NOTES TO FINANCIAL STATEMENTS.

A37

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Foreign Currency Contract	Counterparty	Notional Amount (000)	Payable at Settlement Date		Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Sold:
Australian Dollar expiring 01/20/10	JPMorgan Chase & Co.	AUD  1,556	$	1,395,378	$	1,394,706	$	672
Australian Dollar expiring 01/20/10	JPMorgan Chase & Co.	AUD  1,289		1,156,900		1,155,856		1,044
Australian Dollar expiring 01/20/10	Citibank N.A.	AUD  1,288		1,137,100		1,154,288		(17,188	)
British Pound expiring 01/22/10	Citibank N.A.	GBP  2		3,088		3,096		(8	)
Hungarian Forint expiring 01/21/10	Citibank N.A.	HUF  212,185		1,088,800		1,125,247		(36,447	)
Hungarian Forint expiring 01/21/10	Citibank N.A.	HUF  549,626		2,819,752		2,914,741		(94,989	)
New Zealand Dollar expiring 01/21/10	UBS Securities LLC	NZD  1,958		1,365,800		1,419,260		(53,460	)
Norwegian Krone expiring 01/21/10	JPMorgan Chase & Co.	NOK  9,607		1,634,700		1,657,736		(23,036	)
Swedish Krona expiring 01/21/10	JPMorgan Chase & Co.	SEK  13,712		1,905,500		1,916,761		(11,261	)
Polish Zloty expiring 01/21/10	Citibank N.A.	PLN  4,170		1,417,249		1,454,304		(37,055	)
			$	13,924,267	$	14,195,995		(271,728	)
							$	(122,204	)

Interest rate swap agreements outstanding at December 31, 2009:

Counterparty	Termination Date	Notional Amount (000)#		Fixed Rate	Floating Rate	Fair Value			Upfront Premiums Paid/ (Received)		Unrealized Depreciation
Deutsche Bank, AG(a)	5/31/2014	$	33,230	2.355%	3 month LIBOR	$	(709,172	)	$	—	$	(709,172	)

(a) Portfolio pays the floating rate and receives the fixed rate.

# Notional amount is shown in U.S. dollars unless otherwise stated.

Credit default swap agreements outstanding as of December 31, 2009:

Counterparty	Termination Date	Notional Amount (000)#(3)		Fixed Rate	Reference Entity/Obligation	Fair Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit default swaps on Corporate Issues—Buy Protections(1):
Barclays Bank PLC	6/20/2011	$	2,240	5.000%	Gannett Co., Inc. 6.375%, due 04/01/2012	$	(111,953	)	$	(51,117	)	$	(60,836	)
Citibank, N.A.	3/20/2012		6,900	5.000%	XL Capital Ltd. 5.250%, due 09/15/2014		(656,264	)		(310,054	)		(346,210	)
Citibank, N.A.	6/20/2014		5,000	0.700%	United Parcel Service, Inc. 8.375%, due 04/1/2030		(84,951	)		—			(84,951	)
Citibank, N.A.	6/20/2014		4,800	1.000%	CBS Corp. 4.625%, due 05/15/2018		4,038			337,097			(333,059	)
Credit Suisse International	12/20/2012		1,500	1.000%	Gatx Corp. 5.500%, due 2/15/2012		(13,068	)		14,931			(27,999	)
Credit Suisse International	6/20/2014		2,500	1.000%	Centex Corp. 5.250%, due 06/15/2015		(11,196	)		(15,568	)		4,372
Credit Suisse International	3/20/2015		4,695	1.000%	Toll Brothers Financial Corp. 5.150%, due 05/15/2015		97,460			38,252			59,208
Deutsche Bank, AG	3/20/2012		1,100	5.000%	Gannett Co., Inc. 6.375%, due 04/01/2012		(70,906	)		(26,806	)		(44,100	)
Deutsche Bank, AG	6/20/2012		3,060	5.000%	Starwood Hotels & Resorts Holdings, Inc. 7.875%, due 05/01/2012		(308,811	)		(80,523	)		(228,288	)
Deutsche Bank, AG	12/20/2012		4,400	1.000%	Block Financial LLC 5.125%, due 10/30/2014		(79,315	)		(50,272	)		(29,043	)

SEE NOTES TO FINANCIAL STATEMENTS.

A38

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Counterparty	Termination Date	Notional Amount (000)#(3)		Fixed Rate	Reference Entity/Obligation	Fair Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Deutsche Bank, AG	12/20/2012	$	7,800	1.000%	Macy’s Retail Holdings, Inc. 8.000%, due 07/15/2012	$	87,158		$	293,476		$	(206,318	)
Deutsche Bank, AG	6/20/2013		6,600	1.000%	Sealed Air Corp. 5.625%, due 07/15/2013		(60,653	)		97,851			(158,504	)
Deutsche Bank, AG	9/20/2013		2,600	1.000%	Masco Corp. 6.125%, due 10/03/2016		60,759			91,457			(30,698	)
Deutsche Bank, AG	3/20/2014		980	7.050%	Starwood Hotels & Resorts Holdings, Inc. 7.875%, due 05/01/2012		(223,095	)		—			(223,095	)
Deutsche Bank, AG	6/20/2014		7,000	1.000%	R.R. Donnelley & Sons Co. 4.950%, due 04/01/2014		123,313			504,077			(380,764	)
Deutsche Bank, AG	3/20/2018		3,700	3.700%	American International Group, Inc. 6.250%, due 05/01/2036		425,861			—			425,861
Goldman Sachs International, Inc.	12/20/2011		3,060	1.000%	Lennar Corp. 6.500%, due 04/15/2016		74,717			110,642			(35,925	)
Goldman Sachs International, Inc.	3/20/2014		3,400	6.600%	Simon Propery Group L.P. 5.250%, due 12/01/2016		(733,686	)		—			(733,686	)
Goldman Sachs International, Inc.	3/20/2014		3,400	0.700%	Duke Energy Corp. 5.650%, due 06/15/2013		(48,971	)		—			(48,971	)
JPMorgan Chase Bank	6/20/2014		4,150	5.000%	SLM Corp. 5.125%, due 08/27/2012		2,467			723,700			(721,233	)
JPMorgan Chase Bank	6/20/2016		3,400	1.500%	Embarq Holdings Co. LLC 7.082%, due 06/01/2016		(150,541	)		—			(150,541	)
JPMorgan Chase Bank	9/20/2016		4,750	1.000%	R.R. Donnelley & Sons Co. 4.950%, due 04/01/2014		212,873			567,562			(354,689	)
JPMorgan Chase Bank	9/20/2019		4,400	1.000%	MeadWestvaco Corp. 7.950%, due 02/15/2031		137,144			84,164			52,980
Merrill Lynch Capital Services, Inc.	9/20/2016		1,000	1.730%	Tyson Foods, Inc. 7.850%, due 04/01/2016		42,602			—			42,602
Morgan Stanley Capital Services, Inc.	6/20/2013		3,700	1.650%	Itraxx Euro zero, due 06/20/2013		(174,401	)		(117,396	)		(57,005	)
Morgan Stanley Capital Services, Inc.	12/20/2019		3,400	1.000%	Arrow Electronics, Inc. 6.875%, due 06/01/2018		47,483			(27,003	)		74,486
						$	(1,411,936	)	$	2,184,470		$	(3,596,406	)

Counterparty	Termination Date	Notional Amount (000)#(3)		Fixed Rate	Reference Entity/Obligation	Fair Value		Upfront Premiums Paid/ (Received)		Unrealized Appreciation
Credit default swaps on Asset-Backed Issues—Buy Protections(1):
Merrill Lynch Capital Services, Inc.	3/25/2036	$	842	3.720%	AmeriQuest Mortgage Securities, Inc. Ser. 2006-R1, Class M9, 2.731%, due 03/25/2036	$	814,732	$	—	$	814,732

Counterparty	Termination Date	Implied Credit Spread at December 31, 2009(4)	Notional Amount (000)#(3)		Fixed Rate	Reference Entity/Obligation	Fair Value		Upfront Premiums Paid/ (Received)			Unrealized Appreciation
Credit default swaps on Corporate Issues—Sell Protections(2):
Deutsche Bank, AG	3/20/2010	0.275%	$	2,500	5.000%	Arcelor Mittal Co. 6.125%, due 06/01/2018	$	30,059	$	(115,762	)	$	145,821

Counterparty	Termination Date	Notional Amount (000)#(3)		Fixed Rate	Reference Entity/Obligation	Fair Value(5)			Upfront Premiums Paid/ (Received)		Unrealized Depreciation
Credit default swaps on Asset-Backed Issues—Sell Protections(2):
Merrill Lynch Capital Services, Inc.	3/25/2036	$	842	9.000%	AmeriQuest Mortgage Securities, Inc. Ser. 2006-R1, Class M9, 2.731%, due 03/25/2036	$	(790,816	)	$	—	$	(790,816	)

SEE NOTES TO FINANCIAL STATEMENTS.

A39

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The Portfolio entered into credit default swaps as the protection seller on corporate issues and asset-backed issues to take an active short position with respect to the likelihood of a particular issuer’s default.

(1) If the Portfolio is a buyer of protection, it pays the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) receive from the seller of protection an amount up to the notional amount of the swap and make delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities up to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(2) If the Portfolio is a seller of protection, it receives the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(3) Notional amount represents the maximum potential amount the Portfolio could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

(4) Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of the reporting date serve as an indicator of the current status of the payment/performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include up-front payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

(5) The fair value of credit default swap agreements on asset-backed securities serve as an indicator of the current status of the payment/performance risk and represents the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement be closed/sold as of the reporting date. Increasing fair value in absolute terms, represents a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occuring as defined under the terms of the agreement.

# Notional amount is shown in U.S. dollars unless otherwise stated.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1			Level 2			Level 3
Investments in Securities
Asset-Backed Securities	$	—		$	67,640,210		$	3,372,924
Bank Loans		—			38,824,847			—
Collateralized Mortgage Obligations		—			4,767,501			—
Commercial Mortgage-Backed Securities		—			212,997,922			—
Corporate Bonds		—			643,360,555			—
Foreign Agencies		—			23,275,228			—
Municipal Bonds		—			9,152,400			—
Residential Mortgage-Backed Securities		—			50,975,573			—
Sovereigns		—			15,224,670			—
U.S. Government Agency Obligation		—			1,329,610			—
U.S. Government Mortgage-Backed Securities		—			172,661,793			—
U.S. Government Treasury Securities		—			6,227,072			—
Affiliated Mutual Funds		221,303,395			—			—
		221,303,395			1,246,437,381			3,372,924
Other Financial Instruments*		(1,309,693	)		(4,281,961	)		23,916
Total	$	219,993,702		$	1,242,155,420		$	3,396,840

SEE NOTES TO FINANCIAL STATEMENTS.

A40

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Corporate Bonds			Asset-Backed Securities			Other Financial Instruments*
Balance as of 12/31/08	$	2,023,560		$	—		$	2,641,021
Realized gain (loss)		(1,642,574	)		—			—	**
Change in unrealized appreciation (depreciation)		578,234			(1,418	)		(2,617,105	)
Earned amortization/accretion		—			1,418			—
Net purchases (sales)		(959,220	)		3,372,924			—
Transfers in and/or out of Level 3		—			—			—
Balance as of 12/31/09	$	—		$	3,372,924		$	23,916

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

** The realized gain earned during the period for other financial instruments was $2,612,480.

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Affiliated Mutual Funds (including 5.0% of collateral received for securities on loan)	16.2	%
Commercial Mortgage-Backed Securities	15.6
U.S. Government Mortgage-Backed Securities	12.7
Banking	6.5
Asset-Backed Securities	5.2
Electric	4.4
Residential Mortgage-Backed Securities	3.7
Telecommunications	3.2
Technology	3.0
Healthcare & Pharmaceutical	2.6
Media & Entertainment	2.6
Non-Captive Finance	2.6
Insurance	2.0
Metals	2.0
Capital Goods	1.8
Cable	1.8
Foods	1.7
Foreign Agencies	1.7
Real Estate Investment Trusts	1.4
Retailers	1.4
Paper	1.3
Structured Notes	1.3
Airlines	1.2
Energy – Other	1.1
Sovereigns	1.1
Building Materials & Construction	1.1
Healthcare Insurance	1.0
Packaging	1.0
Chemicals	0.9
Municipal Bonds	0.7
Pipelines & Other	0.7
Tobacco	0.7
Automotive	0.6
Energy – Integrated	0.5
Lodging	0.5
U.S. Government Treasury Securities	0.5
Collateralized Mortgage Obligations	0.4
Consumer	0.4
Gaming	0.4
Aerospace & Defense	0.1
Brokerage	0.1
Railroads	0.1
U.S. Government Agency Obligation	0.1
	107.9
Liabilities in excess of other assets	(7.9	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A41

	DIVERSIFIED BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The Portfolio invested in derivative instruments during the reporting period. The primary types of risk associated with these derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative Instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Credit contracts	Premium paid for swaps agreements	$	2,863,209		Premium received for swaps agreements	$	794,501
Credit contracts	Unrealized appreciation on swaps		1,620,062		Unrealized depreciation on swaps		5,046,731
Foreign exchange contracts	Unrealized appreciation on forward foreign currency exchange contracts		164,663		Unrealized depreciation on forward foreign currency exchange contracts		286,867
Interest rate contracts	Due to broker—variation margin		26,972	*	Due to broker—variation margin		1,336,665	*
Interest rate contracts	—		—		Unrealized depreciation on swaps		709,172
Total		$	4,674,906			$	8,173,936

* Includes cumulative appreciation/depreciation on futures contracts as reported in Schedule of Investments. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures		Forward Contracts			Swaps			Purchased Options			Written Options			Total
Credit contracts	$	—	$	—		$	644,799		$	—		$	—		$	644,799
Foreign exchange contracts		—		(452,416	)		—			—			—			(452,416	)
Interest rate contracts		5,789,315		—			1,809,990			(187,350	)		79,190			7,491,145
Total	$	5,789,315	$	(452,416	)	$	2,454,789		$	(187,350	)	$	79,190		$	7,683,528
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value						Futures			Forward Contracts			Swaps			Total
Credit contracts						$	—		$	—		$	(4,777,247	)	$	(4,777,247	)
Foreign exchange contracts							—			(293,111	)		—			(293,111	)
Interest rate contracts							(7,834,730	)		—			(449,477	)		(8,284,207	)
Total						$	(7,834,730	)	$	(293,111	)	$	(5,226,724	)	$	(13,354,565	)

For the year ended December 31, 2009, the Portfolio’s average volume of derivative activities is as follows:

Purchased Options (Cost)	Written Options (Premium Received)	Futures Long Position (Value at Trade Date)		Futures Short Position (Value at Trade Date)		Forward Currency Contracts—Purchased (Value at Settlement Date Payable)		Forward Currency Contracts—Sold (Value at Settlement Date Receivable)
$9,203	$3,757	$	161,547,212	$	28,971,015	$	8,255,159	$	11,426,539

Interest Rate Swaps (Notional Amount in USD (000))	Credit Default Swaps as Buyer (Notional Amount in USD (000))	Credit Default Swaps as Writer (Notional Amount in USD (000))
$52,763	$54,719	$	7,724

SEE NOTES TO FINANCIAL STATEMENTS.

A42

DIVERSIFIED BOND PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $66,383,884:
Unaffiliated investments (cost $1,211,097,417)	$	1,249,810,305
Affiliated investments (cost $243,484,117)		221,303,395
Cash		1,301,596
Receivable for investments sold		23,624,548
Dividends and interest receivable		13,658,667
Premium paid for swaps agreements		2,863,209
Unrealized appreciation on swaps		1,620,062
Unrealized appreciation on forward foreign currency exchange contracts		164,663
Receivable for Series shares sold		40,810
Prepaid expenses		13,633
Total Assets		1,514,400,888
LIABILITIES
Payable for investments purchased		74,976,408
Collateral for securities on loan		67,999,531
Unrealized depreciation on swaps		5,755,903
Premium received for swaps agreements		794,501
Management fee payable		462,592
Due to broker—variation margin		407,874
Unrealized depreciation on forward foreign currency exchange contracts		286,867
Accrued expenses and other liabilities		132,384
Payable for Series shares repurchased		108,981
Deferred trustees’ fees		6,233
Affiliated transfer agent fee payable		595
Total Liabilities		150,931,869
NET ASSETS	$	1,363,469,019
Net assets were comprised of:
Paid-in capital	$	1,329,937,441
Retained earnings		33,531,578
Net assets, December 31, 2009	$	1,363,469,019
Net asset value and redemption price per share, $1,363,469,019 / 122,149,049 outstanding shares of beneficial interest	$	11.16

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Interest	$	60,004,476
Affiliated dividend income		2,659,194
Affiliated income from securities loaned, net		197,592
		62,861,262
EXPENSES
Management fee		4,808,368
Custodian’s fees and expenses		190,000
Shareholders’ reports		120,000
Audit fee		33,000
Trustees’ fees		22,000
Insurance expenses		21,000
Commitment fee on syndicated credit agreement		10,000
Legal fees and expenses		10,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Loan interest expense (Note 8)		21
Miscellaneous		11,811
Total expenses		5,236,200
NET INVESTMENT INCOME		57,625,062
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES
Net realized gain (loss) on:
Investment transactions (including affiliated: $(72,467))		9,716,123
Futures transactions		5,789,315
Swap agreement transactions		2,454,789
Foreign currency transactions		270,625
Written options transactions		79,190
		18,310,042
Net change in unrealized appreciation (depreciation) on:
Investments (including affiliated: $20,049,476)		161,506,328
Futures		(7,834,730	)
Swaps		(5,226,724	)
Foreign currencies		(265,100	)
		148,179,774
NET GAIN ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES		166,489,816
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	224,114,878

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS OPERATIONS:
Net investment income	$	57,625,062		$	60,447,814
Net realized gain on investments, swaps and foreign currencies		18,310,042			20,953,008
Net change in unrealized appreciation (depreciation) on investments, swaps and foreign currencies		148,179,774			(123,991,687	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		224,114,878			(42,590,865	)
DISTRIBUTIONS		(77,854,926	)		(72,614,494	)
SERIES SHARE TRANSACTIONS:
Series shares sold [10,352,324 and 9,801,318 shares, respectively]		113,677,834			102,899,591
Series shares issued in reinvestment of dividends and distributions [7,526,024 and 7,018,378 shares, respectively]		77,854,926			72,614,494
Series shares repurchased [10,529,843 and 13,831,055 shares, respectively]		(109,159,405	)		(143,763,704	)
NET INCREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		82,373,355			31,750,381
TOTAL INCREASE (DECREASE) IN NET ASSETS		228,633,307			(83,454,978	)
NET ASSETS:
Beginning of year		1,134,835,712			1,218,290,690
End of year	$	1,363,469,019		$	1,134,835,712

SEE NOTES TO FINANCIAL STATEMENTS.

A43

	EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 98.2%
COMMON STOCKS — 97.5%	Shares	Value (Note 2)
Aerospace & Defense — 1.1%
Precision Castparts Corp.	192,000	$	21,187,200
United Technologies Corp.	191,800		13,312,838
			34,500,038
Auto Components — 0.9%
Goodyear Tire & Rubber Co. (The)*	1,936,800		27,308,880
Beverages — 0.7%
PepsiCo, Inc.	378,358		23,004,166
Biotechnology — 2.1%
Celgene Corp.*	545,320		30,363,418
Gilead Sciences, Inc.*	842,400		36,459,072
			66,822,490
Capital Markets — 5.9%
Bank of New York Mellon Corp. (The)	814,878		22,792,138
Charles Schwab Corp. (The)	1,506,530		28,352,894
Goldman Sachs Group, Inc. (The)	516,231		87,160,442
Morgan Stanley	1,056,700		31,278,320
TD Ameritrade Holding Corp.*(a)	1,000,100		19,381,938
			188,965,732
Chemicals — 1.0%
Dow Chemical Co. (The)	1,123,600		31,045,068
Commercial Banks — 0.6%
KeyCorp	3,305,300		18,344,415
Commercial Services & Supplies — 1.2%
Waste Management, Inc.	1,131,800		38,266,158
Communications Equipment — 3.5%
Cisco Systems, Inc.*	1,572,569		37,647,302
Juniper Networks, Inc.*(a)	481,400		12,838,938
QUALCOMM, Inc.	1,331,170		61,579,924
			112,066,164
Computers & Peripherals — 5.6%
Apple, Inc.*	412,466		86,972,581
Hewlett-Packard Co.	1,047,760		53,970,117
NetApp, Inc.*(a)	1,116,600		38,399,874
			179,342,572
Consumer Finance — 1.1%
SLM Corp.*	3,138,700		35,373,149
Diversified Consumer Services — 2.4%
Career Education Corp.*(a)	1,301,400		30,335,634
H&R Block, Inc.	1,981,200		44,814,744
			75,150,378
Diversified Financial Services — 1.3%
Bank of America Corp.	1,604,400		24,162,264
JPMorgan Chase & Co.	450,900		18,789,003
			42,951,267
Electronic Components — 0.6%
Flextronics International Ltd. (Singapore)*	2,521,342		18,431,010

COMMON STOCKS (continued)	Shares	Value (Note 2)
Energy Equipment & Services — 2.3%
National Oilwell Varco, Inc.	584,090	$	25,752,528
Schlumberger Ltd. (Netherlands)	749,400		48,778,446
			74,530,974
Food & Staples Retailing — 2.6%
Costco Wholesale Corp.	486,200		28,768,454
CVS Caremark Corp.	774,900		24,959,529
Kroger Co. (The)	1,420,500		29,162,865
			82,890,848
Food Products — 4.0%
Bunge Ltd. (Bermuda)(a)	493,500		31,500,105
ConAgra Foods, Inc.	1,409,500		32,488,975
Tyson Foods, Inc. (Class A Stock)	2,664,600		32,694,642
Unilever PLC (United Kingdom)	928,700		29,769,757
			126,453,479
Healthcare Equipment & Supplies — 2.9%
Alcon, Inc. (Switzerland)(a)	357,000		58,672,950
Baxter International, Inc.	572,300		33,582,564
			92,255,514
Healthcare Providers & Services — 5.1%
Aetna, Inc.	707,800		22,437,260
Express Scripts, Inc.*	66,700		5,766,215
Medco Health Solutions, Inc.*	904,300		57,793,813
Omnicare, Inc.	1,590,900		38,467,962
WellPoint, Inc.*	663,300		38,663,757
			163,129,007
Hotels, Restaurants & Leisure — 0.6%
Yum! Brands, Inc.	550,600		19,254,482
Household Products — 0.7%
Colgate-Palmolive Co.	290,800		23,889,220
Independent Power Producers & Energy Traders — 0.9%
NRG Energy, Inc.*(a)	1,248,800		29,484,168
Insurance — 0.7%
Travelers Cos., Inc. (The)	464,400		23,154,984
Internet & Catalog Retail — 2.4%
Amazon.com, Inc.*	575,500		77,416,260
Internet Software & Services — 4.8%
Baidu, Inc., ADR (Cayman Islands)*(a)	54,732		22,507,440
Google, Inc. (Class A Stock)*	149,900		92,935,002
IAC/InterActiveCorp*(a)	1,824,050		37,356,544
			152,798,986
IT Services — 3.2%
MasterCard, Inc. (Class A Stock)(a)	177,100		45,334,058
Visa, Inc. (Class A Stock)(a)	637,230		55,732,136
			101,066,194
Media — 3.4%
Comcast Corp. (Class A Stock)	2,299,820		38,774,965
Liberty Global, Inc. (Class C Stock)*(a)	1,386,250		30,289,563
Walt Disney Co. (The)	1,244,180		40,124,805
			109,189,333

SEE NOTES TO FINANCIAL STATEMENTS.

A44

	EQUITY PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Metals & Mining — 2.1%
Freeport-McMoRan Copper & Gold, Inc.*	420,360	$	33,750,705
Kinross Gold Corp. (Canada)(a)	1,846,600		33,977,440
			67,728,145
Multi-Line Retail — 0.9%
Kohl’s Corp.*	513,700		27,703,841
Multi-Utilities — 1.1%
Sempra Energy	629,986		35,266,616
Oil, Gas & Consumable Fuels — 11.7%
Apache Corp.	467,100		48,190,707
Canadian Natural Resources Ltd. (Canada)	469,500		33,780,525
EOG Resources, Inc.	342,900		33,364,170
Hess Corp.	166,600		10,079,300
Noble Energy, Inc.	307,100		21,871,662
Occidental Petroleum Corp.	1,146,900		93,300,315
Petroleo Brasileiro SA, ADR (Brazil)	964,000		45,963,520
Suncor Energy, Inc. (XNYS) (Canada)	157,500		5,561,325
Suncor Energy, Inc. (XTSE) (Canada)	922,547		32,823,038
Williams Cos., Inc. (The)	1,607,100		33,877,668
XTO Energy, Inc.	341,478		15,888,971
			374,701,201
Pharmaceuticals — 5.2%
Abbott Laboratories	460,305		24,851,867
Novartis AG, ADR (Switzerland)(a)	546,400		29,740,552
Pfizer, Inc.	1,304,400		23,727,036
Sanofi-Aventis SA, ADR (France)(a)	828,400		32,531,268
Shire PLC, ADR (United Kingdom)(a)	335,500		19,693,850
Teva Pharmaceutical Industries Ltd., ADR (Israel)	611,700		34,365,306
			164,909,879
Road & Rail — 1.9%
Union Pacific Corp.	933,900		59,676,210
Semiconductors & Semiconductor Equipment — 2.4%
Advanced Micro Devices, Inc.*(a)	5,177,400		50,117,232
Intel Corp.	1,346,900		27,476,760
			77,593,992
Software — 7.6%
Adobe Systems, Inc.*	1,359,400		49,998,732
CA, Inc.	2,123,100		47,684,826
Microsoft Corp.	2,275,600		69,383,044
Symantec Corp.*	2,860,400		51,172,556
VMware, Inc. (Class A Stock)*(a)	611,700		25,923,846
			244,163,004
Textiles, Apparel & Luxury Goods — 1.9%
Coach, Inc.	699,100		25,538,123
NIKE, Inc. (Class B Stock)(a)	533,030		35,217,292
			60,755,415

COMMON STOCKS (continued)	Shares	Value (Note 2)
Wireless Telecommunication Services — 1.1%
NII Holdings, Inc.*	1,045,985	$	35,124,176
TOTAL COMMON STOCKS (cost $2,367,080,432)			3,114,707,415
PREFERRED STOCK — 0.7%
Diversified Financial Services
Bank of America Corp. Common Equivalent Securities, 10.00%, CVT (cost $22,599,752)	1,502,000		22,409,840
TOTAL LONG-TERM INVESTMENTS (cost $2,389,680,184)			3,137,117,255
SHORT-TERM INVESTMENT — 10.4%
AFFILIATED MONEY MARKET MUTUAL FUND
Dryden Core Investment Fund — Taxable Money Market Series (cost $332,803,820; includes $256,064,708 of cash collateral for securities on loan)(b)(w) (Note 4)	332,803,820		332,803,820
TOTAL INVESTMENTS(o) — 108.6% (cost $2,722,484,004)			3,469,921,075
LIABILITIES IN EXCESS OF OTHER ASSETS — (8.6)%			(274,381,071	)
NET ASSETS — 100.0%		$	3,195,540,004

The following abbreviations are used in Portfolio descriptions:

ADR	American Depositary Receipt
CVT	Convertible Security
XNYS	New York Stock Exchange
XTSE	Toronto Stock Exchange

* Non-income producing security.

(a) All or a portion of security is on loan. The aggregate market value of such securities is $248,151,005; cash collateral of $256,064,708 (included with liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(b) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(o) As of December 31, 2009, one security representing $29,769,757 and 0.9% of net assets was fair valued in accordance with the policies adopted by the Board of Trustees.

(w) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

SEE NOTES TO FINANCIAL STATEMENTS.

A45

	EQUITY PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

Investments in Securities	Level 1		Level 2		Level 3
Common Stocks	$	3,084,937,658	$	29,769,757	$	—
Preferred Stock		22,409,840		—		—
Affiliated Money Market Mutual Fund		332,803,820		—		—
		3,440,151,318		29,769,757		—
Other Financial Instruments*		—		—		—
Total	$	3,440,151,318	$	29,769,757	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 were as follows:

Oil, Gas & Consumable Fuels	11.7	%
Affiliated Money Market Mutual Fund (8.0% represents investments purchased with collateral from securities on loan)	10.4
Software	7.6
Capital Markets	5.9
Computers & Peripherals	5.6
Pharmaceuticals	5.2
Healthcare Providers & Services	5.1
Internet Software & Services	4.8
Food Products	4.0
Communications Equipment	3.5
Media	3.4
IT Services	3.2
Healthcare Equipment & Supplies	2.9
Food & Staples Retailing	2.6
Semiconductors & Semiconductor Equipment	2.4
Internet & Catalog Retail	2.4
Diversified Consumer Services	2.4
Energy Equipment & Services	2.3
Metals & Mining	2.1
Biotechnology	2.1
Diversified Financial Services	2.0
Textiles, Apparel & Luxury Goods	1.9
Road & Rail	1.9
Commercial Services & Supplies	1.2
Consumer Finance	1.1
Multi-Utilities	1.1
Wireless Telecommunication Services	1.1
Aerospace & Defense	1.1
Chemicals	1.0
Independent Power Producers & Energy Traders	0.9

Multi-Line Retail	0.9	%
Auto Components	0.9
Household Products	0.7
Insurance	0.7
Beverages	0.7
Hotels, Restaurants & Leisure	0.6
Electronic Components	0.6
Commercial Banks	0.6
	108.6
Liabilities in excess of other assets	(8.6	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A46

EQUITY PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009

ASSETS
Investments at value, including securities on loan of $248,151,005:
Unaffiliated investments (cost $2,389,680,184)	$	3,137,117,255
Affiliated investments (cost $332,803,820)		332,803,820
Cash		5,231,674
Receivable for investments sold		39,648,244
Dividends receivable		3,072,746
Receivable for Series shares sold		24,929
Prepaid expenses		26,956
Total Assets		3,517,925,624
LIABILITIES
Collateral for securities on loan		256,064,708
Payable for investments purchased		64,415,500
Management fee payable		1,209,469
Payable for Series shares repurchased		367,292
Accrued expenses and other liabilities		313,161
Payable to custodian		13,177
Deferred trustees’ fees		1,577
Affiliated transfer agent fees payable		595
Distribution fee payable		88
Administration fee payable		53
Total Liabilities		322,385,620
NET ASSETS	$	3,195,540,004
Net assets were comprised of:
Paid-in capital	$	3,238,063,916
Retained earnings		(42,523,912	)
Net assets, December 31, 2009	$	3,195,540,004
Class I:
Net asset value and redemption price per share, $3,195,121,901 / 143,295,948 outstanding shares of beneficial interest	$	22.30
Class II:
Net asset value and redemption price per share, $418,103 / 18,616 outstanding shares of beneficial interest	$	22.46

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of $958,775 foreign withholding tax)	$	35,882,300
Affiliated income from securities lending, net		1,212,345
Affiliated dividend income		398,941
		37,493,586
EXPENSES
Management fee		12,194,789
Distribution fee—Class II		891
Administration fee—Class II		535
Custodian’s fees and expenses		397,000
Shareholders’ reports		310,000
Insurance expenses		55,000
Trustees’ fees		43,000
Commitment fee on syndicated credit agreement		22,000
Audit fee		20,000
Legal fees and expenses		19,000
Transfer agent’s fees and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Miscellaneous		18,793
Total expenses		13,091,008
NET INVESTMENT INCOME		24,402,578
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES
Net realized loss on:
Investment transactions		(316,965,250	)
Foreign currency transactions		(169,716	)
		(317,134,966	)
Net change in unrealized appreciation (depreciation) on:
Investments		1,193,076,920
Foreign currencies		(9,550	)
		1,193,067,370
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES		875,932,404
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	900,334,982

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	24,402,578		$	43,413,611
Net realized loss on investment and foreign currency transactions		(317,134,966	)		(413,360,852	)
Net change in unrealized appreciation (depreciation) on investments and foreign currencies		1,193,067,370			(1,236,215,453	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		900,334,982			(1,606,162,694	)
DISTRIBUTIONS
Class I		(43,394,722	)		(436,963,357	)
Class II		(3,037	)		(63,526	)
TOTAL DISTRIBUTIONS		(43,397,759	)		(437,026,883	)
SERIES SHARE TRANSACTIONS (NOTE 7):
Series shares sold		26,713,318			31,235,697
Series shares issued in reinvestment of distributions		43,397,759			437,026,883
Series shares repurchased		(252,864,006	)		(328,918,685	)
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(182,752,929	)		139,343,895
TOTAL INCREASE (DECREASE) IN NET ASSETS		674,184,294			(1,903,845,682	)
NET ASSETS:
Beginning of year		2,521,355,710			4,425,201,392
End of year	$	3,195,540,004		$	2,521,355,710

SEE NOTES TO FINANCIAL STATEMENTS.

A47

	FLEXIBLE MANAGED PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 93.6%
COMMON STOCKS — 62.3%	Shares	Value (Note 2)
Aerospace & Defense — 2.2%
Alliant Techsystems, Inc.(a)(b)	53,700	$	4,740,099
Dyncorp International, Inc. (Class A Stock)(b)	11,900		170,765
General Dynamics Corp.	210,300		14,336,151
ITT Corp.	32,800		1,631,472
L-3 Communications Holdings, Inc.	67,600		5,877,820
Lockheed Martin Corp.	37,600		2,833,160
Northrop Grumman Corp.	235,400		13,147,090
Raytheon Co.	267,600		13,786,752
United Technologies Corp.	94,800		6,580,068
			63,103,377
Air Freight & Logistics — 1.0%
C.H. Robinson Worldwide, Inc.	126,600		7,435,218
FedEx Corp.	108,500		9,054,325
United Parcel Service, Inc. (Class B Stock)	240,900		13,820,433
			30,309,976
Airlines
Alaska Air Group, Inc.(b)	32,200		1,112,832
Auto Components — 0.3%
Cooper Tire & Rubber Co.	40,100		804,005
Johnson Controls, Inc.	89,300		2,432,532
TRW Automotive Holdings Corp.(a)(b)	197,300		4,711,524
			7,948,061
Automobiles — 0.5%
Ford Motor Co.(a)(b)	1,377,100		13,771,000
Thor Industries, Inc.	14,700		461,580
			14,232,580
Beverages — 1.5%
Coca-Cola Co. (The)(a)	275,100		15,680,700
Coca-Cola Enterprises, Inc.	261,500		5,543,800
Dr. Pepper Snapple Group, Inc.	113,700		3,217,710
Molson Coors Brewing Co. (Class B Stock)	24,900		1,124,484
PepsiCo, Inc.	304,920		18,539,136
			44,105,830
Biotechnology — 0.7%
Amgen, Inc.(b)	253,008		14,312,663
Biogen Idec, Inc.(a)(b)	95,200		5,093,200
Gilead Sciences, Inc.(b)	35,600		1,540,768
			20,946,631
Building Products — 0.1%
Owens Corning(b)	57,100		1,464,044
Capital Markets — 1.7%
Ameriprise Financial, Inc.	45,400		1,762,428
Bank of New York Mellon Corp. (The)	109,700		3,068,309
Franklin Resources, Inc.	17,700		1,864,695
Goldman Sachs Group, Inc. (The)	142,300		24,025,932
Invesco Ltd.	58,900		1,383,561
Morgan Stanley	261,890		7,751,944
State Street Corp.	95,300		4,149,362
T. Rowe Price Group, Inc.(a)	94,100		5,010,825
			49,017,056

COMMON STOCKS (continued)	Shares	Value (Note 2)
Chemicals — 0.8%
Air Products & Chemicals, Inc.	39,500	$	3,201,870
E.I. du Pont de Nemours & Co.	158,600		5,340,062
Ecolab, Inc.	129,500		5,773,110
Koppers Holdings, Inc.	18,600		566,184
Lubrizol Corp.	32,200		2,348,990
Nalco Holding Co.	21,000		535,710
NewMarket Corp.	26,100		2,995,497
Praxair, Inc.	29,100		2,337,021
Scotts Miracle-Gro Co. (The) (Class A Stock)	17,500		687,925
			23,786,369
Commercial Banks — 1.3%
Community Bank System, Inc.	43,400		838,054
FNB Corp.	30,000		203,700
Fulton Financial Corp.	86,200		751,664
Huntington Bancshares, Inc.	910,000		3,321,500
International Bancshares Corp.(a)	20,100		380,493
KeyCorp	141,200		783,660
Regions Financial Corp.	1,067,600		5,647,604
Susquehanna Bancshares, Inc.(a)	176,000		1,036,640
U.S. Bancorp	145,332		3,271,423
Webster Financial Corp.	28,200		334,734
Wells Fargo & Co.	757,612		20,447,948
			37,017,420
Commercial Services & Supplies — 0.2%
Avery Dennison Corp.	100,200		3,656,298
RR Donnelley & Sons Co.	78,300		1,743,741
Waste Management, Inc.(a)	42,800		1,447,068
			6,847,107
Communications Equipment — 1.2%
Arris Group, Inc.(b)	37,100		424,053
Cisco Systems, Inc.(b)	1,176,700		28,170,198
Harris Corp.	14,600		694,230
JDS Uniphase Corp.(b)	34,400		283,800
Juniper Networks, Inc.(a)(b)	56,000		1,493,520
QUALCOMM, Inc.	93,500		4,325,310
			35,391,111
Computers & Peripherals — 4.2%
Apple, Inc.(b)	197,400		41,623,764
Dell, Inc.(b)	259,300		3,723,548
EMC Corp.(b)	405,900		7,091,073
Hewlett-Packard Co.	443,465		22,842,882
International Business Machines Corp.	234,600		30,709,140
Novatel Wireless, Inc.(a)(b)	12,100		96,437
Seagate Technology(a)	273,300		4,971,327
Teradata Corp.(b)	21,600		678,888
Western Digital Corp.(b)	210,100		9,275,915
			121,012,974
Consumer Finance — 0.9%
American Express Co.	319,400		12,942,088
Capital One Financial Corp.(a)	296,100		11,352,474
First Cash Financial Services, Inc.(a)(b)	16,700		370,573
			24,665,135

SEE NOTES TO FINANCIAL STATEMENTS.

A48

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Containers & Packaging — 0.3%
Owens-Illinois, Inc.(b)	96,200	$	3,162,094
Pactiv Corp.(b)	214,500		5,178,030
Rock-Tenn Co. (Class A Stock)	6,200		312,542
			8,652,666
Distributors
Genuine Parts Co.	10,900		413,764
Diversified Consumer Services — 0.1%
DeVry, Inc.	23,900		1,355,847
Regis Corp.	23,500		365,895
Strayer Education, Inc.	2,000		424,980
			2,146,722
Diversified Financial Services — 3.1%
Bank of America Corp.	2,418,182		36,417,821
Citigroup, Inc.	3,776,900		12,501,539
CME Group, Inc.	6,400		2,150,080
JPMorgan Chase & Co.	909,694		37,906,949
NASDAQ OMX Group, Inc. (The)(b)	40,700		806,674
NYSE Euronext	26,600		672,980
			90,456,043
Diversified Telecommunication Services — 2.2%
AT&T, Inc.	1,239,647		34,747,305
CenturyTel, Inc.(a)	66,800		2,418,828
Verizon Communications, Inc.	838,288		27,772,482
			64,938,615
Electrical Equipment — 0.1%
A.O. Smith Corp.	9,700		420,883
Emerson Electric Co.	74,500		3,173,700
			3,594,583
Electrical Utilities — 0.8%
Allegheny Energy, Inc.	98,800		2,319,824
American Electric Power Co., Inc.	82,300		2,863,217
DPL, Inc.	34,300		946,680
Edison International	144,300		5,018,754
Exelon Corp.	17,600		860,112
FPL Group, Inc.	220,400		11,641,528
NV Energy, Inc.	32,200		398,636
			24,048,751
Electronic Equipment & Instruments — 0.5%
Corning, Inc.	473,500		9,143,285
Jabil Circuit, Inc.	296,200		5,144,994
Tech Data Corp.(b)	15,800		737,228
			15,025,507
Energy Equipment & Services — 0.7%
Cal Dive International, Inc.(b)	197,900		1,496,124
CARBO Ceramics, Inc.(a)	3,300		224,961
Dresser-Rand Group, Inc.(b)	62,300		1,969,303
FMC Technologies, Inc.(b)	98,800		5,714,592
Helix Energy Solutions Group, Inc.(b)	75,800		890,650
Schlumberger Ltd.	146,100		9,509,649
			19,805,279

COMMON STOCKS (continued)	Shares	Value (Note 2)
Food & Staples Retailing — 1.2%
Costco Wholesale Corp.	88,700	$	5,248,379
SUPERVALU, Inc.	76,800		976,128
Wal-Mart Stores, Inc.	493,400		26,372,230
Whole Foods Market, Inc.(a)(b)	102,200		2,805,390
			35,402,127
Food Products — 1.1%
Archer-Daniels-Midland Co.	256,000		8,015,360
Chiquita Brands International, Inc.(a)(b)	43,300		781,132
Dean Foods Co.(a)(b)	107,400		1,937,496
General Mills, Inc.	8,300		587,723
Kellogg Co.	83,300		4,431,560
Kraft Foods, Inc. (Class A Stock)	425,300		11,559,654
Lancaster Colony Corp.	13,800		685,860
Sanderson Farms, Inc.	54,400		2,293,504
Tyson Foods, Inc. (Class A Stock)	190,700		2,339,889
			32,632,178
Gas Utilities — 0.1%
AGL Resources, Inc.	10,000		364,700
UGI Corp.	53,700		1,299,003
			1,663,703
Healthcare Equipment & Supplies — 1.5%
American Medical Systems Holdings, Inc.(a)(b)	109,200		2,106,468
Baxter International, Inc.	123,700		7,258,716
Carefusion Corp.(b)	206,800		5,172,068
Hospira, Inc.(b)	74,700		3,809,700
Intuitive Surgical, Inc.(a)(b)	36,800		11,162,176
Medtronic, Inc.	321,900		14,157,162
Meridian Bioscience, Inc.	24,000		517,200
Quidel Corp.(b)	54,100		745,498
Sirona Dental Systems, Inc.(b)	9,000		285,660
			45,214,648
Healthcare Providers & Services — 1.2%
Laboratory Corp. of America Holdings(a)(b)	33,500		2,507,140
Medco Health Solutions, Inc.(b)	83,000		5,304,530
Quest Diagnostics, Inc.	140,500		8,483,390
UnitedHealth Group, Inc.	67,900		2,069,592
WellPoint, Inc.(b)	260,700		15,196,203
			33,560,855
Hotels, Restaurants & Leisure — 0.5%
McDonald’s Corp.	132,100		8,248,324
Texas Roadhouse, Inc. (Class A Stock)(a)(b)	48,900		549,147
Yum! Brands, Inc.	201,300		7,039,461
			15,836,932
Household Durables — 0.4%
American Greetings Corp. (Class A Stock)	25,200		549,108
Leggett & Platt, Inc.	251,500		5,130,600
Newell Rubbermaid, Inc.	182,400		2,737,824
Tempur-Pedic International, Inc.(b)	79,100		1,869,133

SEE NOTES TO FINANCIAL STATEMENTS.

A49

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Household Durables (continued)
Tupperware Brands Corp.	9,900	$	461,043
Whirlpool Corp.	26,200		2,113,292
			12,861,000
Household Products — 1.8%
Clorox Co.(a)	40,000		2,440,000
Colgate-Palmolive Co.	58,600		4,813,990
Kimberly-Clark Corp.	118,100		7,524,151
Procter & Gamble Co. (The)	635,005		38,500,353
			53,278,494
Independent Power Producers & Energy Traders — 0.3%
AES Corp. (The)(b)	9,500		126,445
Constellation Energy Group, Inc.	234,300		8,240,331
Mirant Corp.(b)	98,700		1,507,149
			9,873,925
Industrial Conglomerates — 1.4%
3M Co.	218,700		18,079,929
General Electric Co.	1,398,300		21,156,279
McDermott International, Inc. (Panama)(b)	24,300		583,443
			39,819,651
Insurance — 1.0%
Aflac, Inc.,	99,500		4,601,875
Allied World Assurance Co. Holdings, Ltd. (Bermuda)	39,500		1,819,765
Argo Group International Holdings Ltd. (Bermuda)(b)	15,200		442,928
Axis Capital Holdings Ltd.	14,600		414,786
Chubb Corp. (The)	74,500		3,663,910
Endurance Specialty Holdings Ltd. (Bermuda)	95,100		3,540,573
Lincoln National Corp.	92,300		2,296,424
MetLife, Inc.	154,200		5,450,970
PartnerRe Ltd. (Bermuda)	18,800		1,403,608
Travelers Cos., Inc. (The)	70,800		3,530,088
Unum Group	167,300		3,265,696
			30,430,623
Internet & Catalog Retail
PetMed Express, Inc.(a)	45,800		807,454
Internet Software & Services — 1.1%
DealerTrack Holdings, Inc.(a)(b)	10,200		191,658
EarthLink, Inc.	42,900		356,499
Google, Inc. (Class A Stock)(b)	46,100		28,581,078
IAC/InterActiveCorp(b)	88,100		1,804,288
j2 Global Communications, Inc.(b)	16,000		325,600
			31,259,123
IT Services — 1.2%
Convergys Corp.(b)	37,800		406,350
DST Systems, Inc.(b)	14,800		644,540
Fidelity National Information Services, Inc.	113,500		2,660,440
Fiserv, Inc.(b)	16,600		804,768
Mastercard, Inc. (Class A Stock)(a)	20,200		5,170,796
Visa, Inc. (Class A Stock)	156,800		13,713,728
Western Union Co. (The)	532,100		10,030,085
			33,430,707

COMMON STOCKS (continued)	Shares	Value (Note 2)
Leisure Equipment & Products — 0.1%
Hasbro, Inc.	49,700	$	1,593,382
Smith & Wesson Holding Corp.(a)(b)	132,700		542,743
			2,136,125
Life Sciences Tools & Services — 0.7%
Bruker Corp.(b)	37,900		457,074
Mettler-Toledo International, Inc.(b)	20,300		2,131,297
Millipore Corp.(b)	59,000		4,268,650
Thermo Fisher Scientific, Inc.(b)	248,900		11,870,041
Waters Corp.(a)(b)	23,400		1,449,864
			20,176,926
Machinery — 0.7%
Dover Corp.	80,200		3,337,122
Flowserve Corp.	30,600		2,892,618
Illinois Tool Works, Inc.	134,000		6,430,660
Joy Global, Inc.	46,400		2,393,776
Oshkosh Corp.	98,700		3,654,861
Toro Co.	17,700		740,037
			19,449,074
Media — 1.6%
Comcast Corp. (Class A Stock)	1,100,973		18,562,405
Gannett Co., Inc.	471,700		7,004,745
Scholastic Corp.	7,800		232,674
Time Warner Cable, Inc.	20,000		827,800
Time Warner, Inc.	198,366		5,780,385
Viacom, Inc. (Class B Stock)(b)	320,500		9,528,465
Walt Disney Co. (The)	162,800		5,250,300
			47,186,774
Metals & Mining — 0.9%
Freeport-McMoRan Copper & Gold, Inc.(b)	203,900		16,371,131
Nucor Corp.	98,400		4,590,360
Southern Copper Corp.(a)	163,200		5,370,912
Walter Energy, Inc.	4,600		346,426
			26,678,829
Multiline Retail — 0.8%
99 Cents Only Stores(b)	34,400		449,608
Dollar Tree, Inc.(b)	25,800		1,246,140
Family Dollar Stores, Inc.	179,000		4,981,570
Target Corp.	342,100		16,547,377
			23,224,695
Multi-Utilities — 0.6%
Dominion Resources, Inc.	117,700		4,580,884
Public Service Enterprise Group, Inc.	214,100		7,118,825
Sempra Energy	92,900		5,200,542
TECO Energy, Inc.	27,300		442,806
Xcel Energy, Inc.	49,000		1,039,780
			18,382,837
Office Electronics — 0.1%
Xerox Corp.	313,600		2,653,056
Oil, Gas & Consumable Fuels — 6.1%
Anadarko Petroleum Corp.	92,900		5,798,818
Apache Corp.	22,300		2,300,691

SEE NOTES TO FINANCIAL STATEMENTS.

A50

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Oil, Gas & Consumable Fuels (continued)
Chesapeake Energy Corp.	193,700	$	5,012,956
Chevron Corp.	484,056		37,267,472
ConocoPhillips	405,434		20,705,514
Devon Energy Corp.	120,100		8,827,350
El Paso Corp.	159,900		1,571,817
Exxon Mobil Corp.	880,416		60,035,567
Hess Corp.	9,000		544,500
Marathon Oil Corp.	313,500		9,787,470
Murphy Oil Corp.	111,600		6,048,720
Occidental Petroleum Corp.	124,500		10,128,075
Spectra Energy Corp.	339,700		6,967,247
Stone Energy Corp.(a)(b)	10,200		184,110
Western Refining, Inc.(a)(b)	83,800		394,698
World Fuel Services Corp.	12,700		340,233
			175,915,238
Personal Products
Avon Products, Inc.	32,900		1,036,350
Pharmaceuticals — 4.2%
Abbott Laboratories	178,500		9,637,215
Allergan, Inc.	160,500		10,113,105
Bristol-Myers Squibb Co.(a)	696,100		17,576,525
Eli Lilly & Co.	249,700		8,916,787
ENDO Pharmaceuticals Holdings, Inc.(b)	17,200		352,772
Johnson & Johnson	526,998		33,943,941
Merck & Co., Inc.	332,400		12,145,896
Par Pharmaceutical Cos., Inc.(b)	34,800		941,688
Perrigo Co.	7,800		310,752
Pfizer, Inc.	1,326,797		24,134,438
Valeant Pharmaceuticals International(a)(b)	102,700		3,264,833
			121,337,952
Professional Services — 0.3%
Equifax, Inc.	175,800		5,430,462
Robert Half International, Inc.(a)	29,600		791,208
Watson Wyatt Worldwide, Inc. (Class A Stock)	30,900		1,468,368
			7,690,038
Real Estate Investment Trusts — 0.5%
Annaly Capital Management, Inc.	437,800		7,595,830
Anworth Mortgage Asset Corp.	86,500		605,500
Brandywine Realty Trust(a)	50,100		571,140
CBL & Associates Properties, Inc.	101,700		983,439
Chimera Investment Corp.	546,900		2,121,972
MFA Financial, Inc.	552,900		4,063,815
			15,941,696
Road & Rail — 0.3%
Avis Budget Group, Inc.(b)	163,300		2,142,496
CSX Corp.	35,300		1,711,697
Dollar Thrifty Automotive Group, Inc.(b)	50,700		1,298,427
Ryder System, Inc.	79,100		3,256,547
Werner Enterprises, Inc.	11,500		227,585
			8,636,752

COMMON STOCKS (continued)	Shares	Value (Note 2)
Semiconductors & Semiconductor Equipment — 2.1%
Broadcom Corp. (Class A Stock)(a)(b)	164,600	$	5,176,670
Intel Corp.	1,484,000		30,273,600
LSI Corp.(b)	203,800		1,224,838
Marvell Technology Group Ltd.(b)	49,600		1,029,200
Micron Technology, Inc.(b)	356,100		3,760,416
National Semiconductor Corp.	103,900		1,595,904
PMC — Sierra, Inc.(b)	71,200		616,592
Semtech Corp.(b)	32,600		554,526
Texas Instruments, Inc.	619,000		16,131,140
Zoran Corp.(b)	21,300		235,365
			60,598,251
Software — 2.6%
Adobe Systems, Inc.(b)	161,700		5,947,326
BMC Software, Inc.(b)	68,300		2,738,830
CA, Inc.	34,900		783,854
Intuit, Inc.(b)	96,700		2,969,657
McAfee, Inc.(a)(b)	132,000		5,355,240
Microsoft Corp.	1,264,400		38,551,556
Novell, Inc.(b)	93,100		386,365
Oracle Corp.	302,900		7,433,166
Pegasystems, Inc.	20,000		680,000
Symantec Corp.(b)	517,700		9,261,653
			74,107,647
Specialty Retail — 1.5%
AutoNation, Inc.(a)(b)	17,600		337,040
Best Buy Co., Inc.	255,000		10,062,300
Chico’s FAS, Inc.(b)	465,400		6,538,870
Gap, Inc. (The)	208,200		4,361,790
Home Depot, Inc. (The)	118,250		3,420,972
Rent-A-Center, Inc. (Class A Stock)(b)	10,000		177,200
Ross Stores, Inc.	194,200		8,294,282
Sally Beauty Holdings, Inc.(a)(b)	85,600		654,840
Sonic Automotive, Inc. (Class A Stock)(b)	113,600		1,180,304
TJX Cos., Inc.	227,500		8,315,125
			43,342,723
Textiles, Apparel & Luxury Goods — 0.6%
Carter’s, Inc.(b)	30,900		811,125
Coach, Inc.	360,700		13,176,371
Jones Apparel Group, Inc.	85,400		1,371,524
Phillips-Van Heusen Corp.	27,600		1,122,768
			16,481,788
Tobacco — 1.1%
Altria Group, Inc.	504,700		9,907,261
Lorillard, Inc.	6,800		545,564
Philip Morris International, Inc. (Switzerland)	284,400		13,705,236
Reynolds American, Inc.	142,600		7,553,522
			31,711,583
Trading Companies & Distributors — 0.2%
W.W. Grainger, Inc.(a)	70,000		6,778,100
Wireless Telecommunication Services — 0.1%
Sprint Nextel Corp.(b)	482,800		1,767,048
TOTAL COMMON STOCKS (cost $1,512,480,744)			1,811,347,335

SEE NOTES TO FINANCIAL STATEMENTS.

A51

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

ASSET-BACKED SECURITIES — 0.5%	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
ARES CLO Funds (Cayman Islands), Ser. 2003-7AW, Class A1A, 144A(c)	A2	0.625%	05/08/15	$	2,498	$	2,354,674
Ballyrock CDO Ltd. (Cayman Islands), Ser. 2003-2A, Class A, 144A(c)	Aa2	0.799%	11/20/15		2,771		2,577,114
Bank of America Credit Card Trust, Ser. 2006-C5, Class C5(c)	Baa1	0.633%	01/15/16		3,209		2,765,847
Chatham Light CLO Ltd. (Cayman Islands), Ser. 2005-2A, Class A1, 144A(c)	Aa1	0.531%	08/03/19		495		450,560
Citibank Credit Card Issuance Trust, Ser. 2006-C1, Class C1(c)	Baa2	0.633%	02/20/15		1,350		1,234,127
Granite Ventures Ltd. (Cayman Islands), Ser. 2005-2A, Class A1, 144A(c)	Aaa	0.544%	12/15/17		3,200		2,992,000
Mountain Capital CLO Ltd. (Cayman Islands), Ser. 2004-3A, Class A1LA, 144A(c)	Aaa	0.688%	02/15/16		2,336		2,219,029
SVO VOI Mortgage Corp., Ser. 2005-AA, Class A, 144A	Aaa	5.250%	02/20/21		382		352,033
TOTAL ASSET-BACKED SECURITIES (cost $15,492,437)							14,945,384
BANK LOANS — 0.5%
Automotive
Oshkosh Truck Corp.(c)(d)	B2	6.269%	12/06/13		211		210,446
Cable
Insight Midwest Holdings LLC(c)(d)	B1	1.790%	10/06/13		1,005		943,627
Consumer
Pilot Travel Centers LLC(c)(d)	Ba2	TBA	12/31/15		300		301,197
Electric — 0.1%
NRG Energy, Inc.(c)(d)	Baa3	0.151%	02/01/13		177		168,299
NRG Energy, Inc.(c)(d)	Baa3	1.996%	02/01/13		301		285,544
Texas Competitive Electric Holdings Co. LLC(c)(d)	B1	3.735%	10/10/14		978		794,219
							1,248,062
Healthcare & Pharmaceutical — 0.2%
DaVita, Inc.(c)(d)	Ba1	1.748%	10/05/12		1,200		1,161,667
HCA, Inc.(c)(d)	Ba3	2.501%	11/18/13		1,481		1,412,592
Health Management Association(c)(d)	B1	2.001%	02/28/14		1,104		1,026,794
Warner Chilcott Corp.(c)(d)	B1	5.500%	10/30/14		979		979,572
Warner Chilcott Corp.(c)(d)	B1	5.750%	04/30/15		1,077		1,077,530
Warner Chilcott Corp.(c)(d)	B1	5.750%	04/30/15		489		489,786
							6,147,941
Media & Entertainment — 0.1%
Discovery Communications, Inc.(c)(d)	Baa3	5.250%	05/14/14		1,056		1,064,600
Paper
Domtar Corp.(c)(d)	Baa3	1.608%	03/05/14		523		507,854
Pipelines & Other
Enterprise GP Holdings LP(c)(d)	Ba2	2.514%	11/08/14		980		934,675
Technology — 0.1%
Fidelity National Information Services, Inc.(c)(d)	Ba1	4.481%	01/18/12		119		118,712
First Data Corp.(c)(d)	B1	2.983%	09/24/14		1,173		1,039,082
First Data Corp.(c)(d)	B1	2.999%	09/24/14		1,466		1,296,715
Flextronics International Ltd. (Singapore)(c)(d)	Ba1	2.514%	10/01/14		987		912,245
Flextronics International Ltd. (Singapore)(c)(d)	Ba1	2.534%	10/01/14		284		262,139
Sensata Technologies (Netherlands)(c)(d)	B2	2.031%	04/27/13		335		297,216
							3,926,109
TOTAL BANK LOANS (cost $16,000,310)							15,284,511
COLLATERALIZED MORTGAGE OBLIGATIONS — 0.4%
Banc of America Alternative Loan Trust, Ser. 2005-12, Class 3CB1	B3	6.000%	01/25/36		3,767		2,859,307
Banc of America Mortgage Securities, Inc., Ser. 2005-A, Class 2A1(c)	Ba1	4.439%	02/25/35		928		711,909

SEE NOTES TO FINANCIAL STATEMENTS.

A52

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COLLATERALIZED MORTGAGE OBLIGATIONS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Banc of America Mortgage Securities, Inc., Ser. 2005-B, Class 2A1(c)	Ba2	4.375%	03/25/35	$	689	$	546,071
Chase Mortgage Finance Corp., Ser. 2007-A1, Class 1A5(c)	Ba2	3.899%	02/25/37		2,431		2,245,474
Countrywide Alternative Loan Trust, Ser. 2004-18CB, Class 3A1	A1	5.250%	09/25/19		1,018		984,636
JPMorgan Mortgage Trust, Ser. 2007-A1, Class 4A1(c)	B1	4.067%	07/25/35		1,601		1,438,720
Master Alternative Loans Trust, Ser. 2004-4, Class 4A1	Aaa	5.000%	04/25/19		351		331,412
Structured Adjustable Rate Mortgage Loan Trust, Ser. 2004-1, Class 4A3(c)	A1	3.586%	02/25/34		658		544,157
Washington Mutual Alternative Mortgage Pass-Through Certificates, Ser. 2005-1, Class 3A	AAA(e)	5.000%	03/25/20		430		329,648
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (cost $11,505,565)							9,991,334
COMMERCIAL MORTGAGE-BACKED SECURITIES — 3.8%
Banc of America Commercial Mortgage, Inc., Ser. 2004-2, Class A4	Aaa	4.153%	11/10/38		2,800		2,790,025
Banc of America Commercial Mortgage, Inc., Ser. 2005-1, Class ASB(c)	AAA(e)	4.965%	11/10/42		683		700,468
Banc of America Commercial Mortgage, Inc., Ser. 2006-4, Class A3A	Aaa	5.600%	07/10/46		3,700		3,757,954
Banc of America Commercial Mortgage, Inc., Ser. 2007-3, Class A2(c)	Aaa	5.658%	06/10/49		5,900		6,002,933
Banc of America Commercial Mortgage, Inc., Ser. 2007-5, Class A3	AAA(e)	5.620%	02/10/51		1,920		1,863,457
Bear Stearns Commercial Mortgage Securities, Ser. 2005-T18, Class AAB(c)	Aaa	4.823%	02/13/42		1,775		1,791,832
Bear Stearns Commercial Mortgage Securities, Ser. 2005-T20, Class AAB(c)	Aaa	5.134%	10/12/42		2,400		2,461,091
Commercial Mortgage Acceptance Corp., Ser. 1998-C2, Class F, 144A(c)	A-(e)	5.440%	09/15/30		890		847,827
Commercial Mortgage Loan Trust, Ser. 2008-LS1, Class A2(c)	Aaa	6.019%	12/10/49		2,200		2,256,697
Commercial Mortgage Pass-Through Certificates, Ser. 2004-LB2A, Class X2, I/O, 144A(c)	AAA(e)	0.862%	03/10/39		8,370		75,040
Commercial Mortgage Pass-Through Certificates, Ser. 2006-C8, Class A2B	Aaa	5.248%	12/10/46		1,000		1,004,113
Commercial Mortgage Pass-Thru Certificates, Ser. 2006-C7, Class A4(c)	AAA(e)	5.768%	06/10/46		1,500		1,470,883
CS First Boston Mortgage Securities Corp., Ser. 2004-C3, Class A4	Aaa	4.835%	07/15/36		880		881,729
CS First Boston Mortgage Securities Corp., Ser. 2004-C4, Class A4	Aaa	4.283%	10/15/39		1,400		1,401,306
CS First Boston Mortgage Securities Corp., Ser. 2005-C5, Class A4(c)	AAA(e)	5.100%	08/15/38		6,800		6,551,110
CS Mortgage Capital Certificate Corp., Ser. 2006-C1, Class A4(c)	AAA(e)	5.548%	02/15/39		2,700		2,659,617
CW Capital Cobalt Ltd., Ser. 2007-C2, Class A2	Aaa	5.334%	04/15/47		750		754,020
CW Capital Cobalt Ltd., Ser. 2007-C3, Class A3(c)	AAA(e)	5.820%	05/15/46		2,200		2,129,939
DLJ Commercial Mortgage Corp., Ser. 2000-CF1, Class A1B	AAA(e)	7.620%	06/10/33		571		572,053
GE Capital Commercial Mortgage Corp., Ser. 2004-C2, Class X2, I/O, 144A(c)	Aaa	0.597%	03/10/40		16,209		115,815
GMAC Commercial Mortgage Securities, Inc., Ser. 2005-C1, Class A5	AAA(e)	4.697%	05/10/43		2,720		2,653,441
Greenwich Capital Commercial Funding Corp., Ser. 2005-GG5, Class A5(c)	Aaa	5.224%	04/10/37		8,050		7,625,041
Greenwich Capital Commercial Funding Corp., Ser. 2007-GG9, Class A2	Aaa	5.381%	03/10/39		4,000		4,052,193
GS Mortgage Securities Corp. II, Ser. 2006-GG6, Class AAB(c)	AAA(e)	5.587%	04/10/38		6,650		6,613,854
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2005-LDP1, Class ASB(c)	Aaa	4.853%	03/15/46		3,749		3,810,114
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2005-LDP2, Class ASB	Aaa	4.659%	07/15/42		6,350		6,415,952
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2006-CB16, Class ASB	Aaa	5.523%	05/12/45		3,900		3,859,570
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2006-LDP6, Class X2, I/O(c)	Aaa	0.066%	04/15/43		119,690		352,750

SEE NOTES TO FINANCIAL STATEMENTS.

A53

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2006-LDP7, Class A3A(c)	Aaa	5.875%	04/15/45	$	563	$	561,446
JPMorgan Chase Commercial Mortgage Securities Corp., Ser. 2007-LD12, Class A2	Aaa	5.827%	02/15/51		2,050		2,101,978
LB-UBS Commercial Mortgage Trust, Ser. 2004-C6, Class A5(c)	AAA(e)	4.826%	08/15/29		3,910		3,731,096
LB-UBS Commercial Mortgage Trust, Ser. 2006-C6, Class AAB	Aaa	5.341%	09/15/39		3,580		3,529,333
Merrill Lynch Mortgage Trust, Ser. 2004-KEY2, Class A3	Aaa	4.615%	08/12/39		2,000		1,965,275
Merrill Lynch Mortgage Trust, Ser. 2008-C1, Class A2	Aaa	5.425%	02/12/51		150		149,783
Merrill Lynch/Countrywide Commercial Mortgage Trust, Ser. 2006-2, Class A4(c)	Aaa	5.909%	06/12/46		1,795		1,762,177
Morgan Stanley Capital I, Ser. 2006-IQ11, Class A4(c)	AAA(e)	5.770%	10/15/42		2,600		2,572,110
Morgan Stanley Capital I, Ser. 2007-HQ11, Class AAB	Aaa	5.444%	02/12/44		4,600		4,442,838
Morgan Stanley Capital I, Ser. 2007-T27, Class AAB(c)	AAA(e)	5.650%	06/11/42		1,105		1,102,328
Wachovia Bank Commercial Mortgage Trust, Ser. 2006-C23, Class A4(c)	Aaa	5.418%	01/15/45		2,500		2,394,716
Wachovia Bank Commercial Mortgage Trust, Ser. 2006-C25, Class A3(c)	Aaa	5.705%	05/15/43		5,000		5,030,440
Wachovia Bank Commercial Mortgage Trust, Ser. 2006-C25, Class A4(c)	Aaa	5.740%	05/15/43		1,000		985,286
Wachovia Bank Commercial Mortgage Trust, Ser. 2006-C27, Class A2	Aaa	5.624%	07/15/45		3,000		3,071,287
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (cost $105,476,171)							108,870,917
CORPORATE BONDS — 9.6%
Aerospace & Defense — 0.2%
BAE Systems Holdings, Inc., Gtd. Notes, 144A	Baa2	4.750%	08/15/10		2,150		2,182,624
BAE Systems Holdings, Inc., Gtd. Notes, 144A	Baa2	6.375%	06/01/19		725		779,860
Boeing Capital Corp., Sr. Unsec’d. Notes	A2	6.100%	03/01/11		925		977,753
Goodrich Corp., Sr. Unsec’d. Notes	Baa2	6.800%	07/01/36		743		796,572
							4,736,809
Airlines — 0.2%
American Airlines, Inc., Pass-thru Certs., Ser. 01-1	B2	6.817%	05/23/11		2,520		2,419,200
Continental Airlines, Inc., Pass-thru Certs., Ser. 981A	Baa2	6.648%	09/15/17		269		259,421
Continental Airlines, Inc., Pass-thru Certs., Ser. A(a)	Baa2	7.250%	11/10/19		790		803,825
Delta Air Lines, Inc., Pass-thru Certs., Ser. 071A(a)	Baa1	6.821%	08/10/22		455		434,700
Southwest Airlines Co., Sr. Unsec’d. Notes	Baa3	6.500%	03/01/12		1,005		1,069,390
							4,986,536
Automotive
Harley-Davidson Funding Corp., Gtd. Notes, 144A, MTN	Baa1	5.750%	12/15/14		500		507,634
Johnson Controls, Inc., Sr. Unsec’d. Notes	Baa2	5.500%	01/15/16		245		249,183
							756,817
Banking — 1.9%
American Express Co., Sr. Unsec’d. Notes	A3	8.125%	05/20/19		1,925		2,281,242
Banco Bradesco SA (Cayman Islands), Sub. Notes	A2	8.750%	10/24/13		1,760		2,059,200
Bank of America Corp., Sub. Notes	A3	5.750%	08/15/16		1,775		1,786,582
Bank of America Corp., Jr. Sub. Notes(c)	Ba3	8.000%	12/29/49		2,200		2,118,028
Bank of America NA, Sub. Notes	A1	5.300%	03/15/17		930		911,484
Bank of America NA, Sub. Notes	A1	6.000%	10/15/36		410		396,193
Bank One Corp., Sub. Notes	A1	7.875%	08/01/10		2,250		2,345,828
Bear Stearns Cos. LLC (The), Sr. Unsec’d. Notes	Aa3	5.300%	10/30/15		515		544,694
Bear Stearns Cos. LLC (The), Sr. Unsec’d. Notes	Aa3	6.400%	10/02/17		330		359,727
Bear Stearns Cos. LLC (The), Sr. Unsec’d. Notes	Aa3	7.250%	02/01/18		1,175		1,348,727
Capital One Bank USA NA., Sub. Notes	A3	6.500%	06/13/13		20		21,501
Capital One Capital V, Gtd. Notes	Baa2	10.250%	08/15/39		620		720,750
Capital One Capital VI, Gtd. Notes	Baa2	8.875%	05/15/40		1,080		1,150,200

SEE NOTES TO FINANCIAL STATEMENTS.

A54

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Banking (continued)
Capital One Financial Corp., Sr. Unsec’d. Notes, MTN	Baa1	5.700%	09/15/11	$	600	$	630,223
Citigroup, Inc., Sub. Notes	Baa1	5.000%	09/15/14		454		437,667
Citigroup, Inc., Sub. Notes	Baa1	5.625%	08/27/12		2,800		2,879,993
Citigroup, Inc., Sub. Notes	Baa1	6.125%	08/25/36		570		488,829
Citigroup, Inc., Sr. Unsec’d. Notes	A3	6.875%	03/05/38		520		518,969
Citigroup, Inc., Sr. Unsec’d. Notes(a)	A3	8.125%	07/15/39		430		485,318
Citigroup, Inc., Unsec’d. Notes	A3	8.500%	05/22/19		975		1,125,884
Countrywide Financial Corp., Gtd. Notes, MTN	A2	5.800%	06/07/12		1,190		1,263,198
DEPFA ACS Bank (Ireland), Covered Notes, 144A	Aa2	5.125%	03/16/37		1,380		1,014,272
Discover Bank, Sub. Notes	Ba1	8.700%	11/18/19		900		964,219
Goldman Sachs Group, Inc. (The), Sr. Unsec’d. Notes	A1	5.450%	11/01/12		600		645,107
Goldman Sachs Group, Inc. (The), Sub. Notes	A2	5.625%	01/15/17		1,190		1,215,418
Goldman Sachs Group, Inc. (The), Sub. Notes	A2	6.450%	05/01/36		1,615		1,590,689
Goldman Sachs Group, Inc. (The), Sub. Notes	A2	6.750%	10/01/37		104		106,900
Goldman Sachs Group, Inc. (The), Sr. Unsec’d. Notes(a)	A1	7.500%	02/15/19		1,500		1,748,705
ICICI Bank Ltd. (India), Bonds, 144A(c)	Baa2	0.824%	01/12/10		2,385		2,380,308
ICICI Bank, Ltd. (Singapore), Notes, 144A	Baa2	5.750%	11/16/10		1,410		1,439,788
JPMorgan Chase & Co., Jr. Sub. Notes, Ser. 1(c)	Baa1	7.900%	04/29/49		2,000		2,062,920
JPMorgan Chase Capital XXVI (Capital Security, fixed to floating preferred)(c)	A2	8.000%	05/15/48		28		752,080
JPMorgan Chase Capital XXVII, Gtd. Notes, Ser. AA	A2	7.000%	11/01/39		1,500		1,512,770
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes, Ser. C, MTN	A2	4.250%	02/08/10		1,170		1,174,048
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes	A2	4.790%	08/04/10		295		301,096
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes, Ser. C, MTN	A2	5.000%	01/15/15		615		625,472
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes, MTN	A2	5.770%	07/25/11		520		549,712
Merrill Lynch & Co., Inc., Sr. Unsec’d. Notes	A2	6.400%	08/28/17		35		36,833
Merrill Lynch & Co., Inc., Notes, MTN	A2	6.875%	04/25/18		980		1,055,889
Morgan Stanley, Sr. Unsec’d. Notes	A2	5.300%	03/01/13		265		279,309
Morgan Stanley, Sr. Unsec’d. Notes, Ser. E	A2	5.450%	01/09/17		2,345		2,370,129
Morgan Stanley, Sr. Unsec’d. Notes, MTN	A2	5.625%	09/23/19		1,415		1,425,344
Morgan Stanley, Sr. Unsec’d. Notes, MTN	A2	5.950%	12/28/17		620		639,493
MUFG Capital Finance 1 Ltd. (Cayman Islands), Gtd. Notes.(c)	A2	6.346%	07/25/49		800		728,117
PNC Funding Corp., Gtd. Notes.(a)	A3	6.700%	06/10/19		1,000		1,118,976
Royal Bank of Scotland Group PLC (United Kingdom), Sr. Unsec’d. Notes, MTN	A1	6.400%	10/21/19		1,775		1,769,302
Santander Central Hispano Issuances Ltd. (Cayman Islands), Gtd. Notes.	Aa3	7.625%	09/14/10		695		728,539
USB Capital XIII Trust, Gtd. Notes	A2	6.625%	12/15/39		775		787,664
Wachovia Bank NA, Sub. Notes(a)	Aa3	7.800%	08/18/10		2,100		2,191,291
Wells Fargo Bank NA, Sub. Notes, Ser. AI	Aa3	4.750%	02/09/15		585		596,520
Wells Fargo Bank NA, Sub. Notes	Aa3	6.450%	02/01/11		65		68,643
Wells Fargo Capital XIII, Gtd. Notes, Ser. G, MTN(c)	Ba1	7.700%	12/29/49		1,000		970,000
							56,723,790
Brokerage
Lehman Brothers Holdings, Inc., Sr. Unsec’d. Notes, MTN(f)	NR	5.250%	02/06/12		1,715		334,425
Lehman Brothers Holdings, Inc., Sr. Unsec’d. Notes, MTN(f)	NR	6.875%	05/02/18		700		145,250
							479,675
Building Materials & Construction — 0.1%
Hanson Ltd. (United Kingdom), Gtd. Notes	B1	7.875%	09/27/10		1,000		1,036,230
Lafarge SA (France), Sr. Unsec’d. Notes	Baa3	6.150%	07/15/11		910		948,296
							1,984,526
Cable — 0.4%
Comcast Cable Communications Holdings, Inc., Gtd. Notes	Baa1	9.455%	11/15/22		255		327,967
Comcast Corp., Gtd. Notes	Baa1	6.400%	05/15/38		570		586,546
Comcast Corp., Gtd. Notes	Baa1	6.450%	03/15/37		155		159,816

SEE NOTES TO FINANCIAL STATEMENTS.

A55

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†		Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Cable (continued)
Comcast Corp., Gtd. Notes	Baa1		6.500%	11/15/35	$	450	$	466,587
Comcast Corp., Gtd. Notes	Baa1		6.950%	08/15/37		605		659,385
Cox Communications, Inc., Sr. Unsec’d. Notes	Baa3		6.750%	03/15/11		950		998,872
DIRECTV Holdings LLC / DIRECTV Financing Co., Inc., Gtd. Notes, 144A	Ba2		4.750%	10/01/14		1,940		1,977,512
DISH DBS Corp., Gtd. Notes	Ba3		6.375%	10/01/11		1,000		1,032,500
Time Warner Cable, Inc., Gtd. Notes	Baa2		5.400%	07/02/12		2,510		2,681,757
Time Warner Cable, Inc., Gtd. Notes(a)	Baa2		6.750%	06/15/39		1,575		1,649,505
								10,540,447
Capital Goods — 0.1%
ERAC USA Finance Co., Gtd. Notes, 144A (original cost $459,646; purchased 10/10/07)(d)(g)	Baa2		5.800%	10/15/12		460		482,332
ERAC USA Finance Co., Gtd. Notes, 144A (original cost $1,299,722; purchased 10/10/07)(d)(g)	Baa2		6.375%	10/15/17		1,302		1,315,107
ERAC USA Finance Co., Gtd. Notes, 144A (original cost $376,709; purchased 10/10/07)(d)(g)	Baa2		7.000%	10/15/37		380		371,947
FedEx Corp., Gtd. Notes	Baa2		7.250%	02/15/11		400		423,657
General Electric Co., Sr. Unsec’d. Notes	Aa2		5.250%	12/06/17		200		204,373
Trane US, Inc., Gtd. Notes(a)	BBB+	(e)	7.625%	02/15/10		770		774,623
								3,572,039
Chemicals — 0.2%
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3		6.125%	02/01/11		685		714,091
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3		7.600%	05/15/14		1,800		2,048,206
Dow Chemical Co. (The), Sr. Unsec’d. Notes	Baa3		9.400%	05/15/39		500		661,075
ICI Wilmington, Inc., Gtd. Notes	Baa1		5.625%	12/01/13		720		751,494
PPG Industries, Inc., Sr. Unsec’d. Notes	Baa1		5.750%	03/15/13		1,500		1,601,533
Union Carbide Corp., Sr. Unsec’d. Notes	Ba2		7.500%	06/01/25		460		422,941
								6,199,340
Consumer — 0.2%
Avon Products, Inc., Sr. Unsec’d. Notes	A2		5.750%	03/01/18		1,500		1,609,747
Fortune Brands, Inc., Sr. Unsec’d. Notes(a)	Baa3		6.375%	06/15/14		2,250		2,409,649
Newell Rubbermaid, Inc., Sr. Unsec’d. Notes	Baa3		6.250%	04/15/18		1,700		1,679,775
Whirlpool Corp., Sr. Unsec’d. Notes	Baa3		6.125%	06/15/11		965		1,002,946
								6,702,117
Electric — 0.9%
Appalachian Power Co., Sr. Unsec’d. Notes, Ser. J	Baa2		4.400%	06/01/10		620		626,938
Arizona Public Service Co., Sr. Unsec’d. Notes	Baa2		6.250%	08/01/16		175		185,018
Arizona Public Service Co., Sr. Unsec’d. Notes	Baa2		6.375%	10/15/11		1,305		1,396,987
Baltimore Gas & Electric Co., Sr. Unsec’d. Notes	Baa2		6.350%	10/01/36		550		564,938
Carolina Power & Light Co., First Mtge. Bonds	A1		5.250%	12/15/15		525		574,097
CenterPoint Energy Houston Electric LLC, Genl. Ref. Mtge., Ser. J2	Baa1		5.700%	03/15/13		740		786,578
CenterPoint Energy Houston Electric LLC, Genl. Ref. Mtge., Ser. K2	Baa1		6.950%	03/15/33		590		652,440
Consolidated Edison Co. of New York, Inc., Sr. Unsec’d. Notes, Ser. 05-C	A3		5.375%	12/15/15		730		788,888
Consolidated Edison Co. of New York, Inc., Sr. Unsec’d. Notes, Ser. 08-B(a)	A3		6.750%	04/01/38		200		228,017
Consumers Energy Co., First Mtge. Bonds, Ser. D	A3		5.375%	04/15/13		325		348,964
Duke Energy Carolinas LLC, First Mtge. Bonds	A1		6.050%	04/15/38		550		585,600
Duke Energy Carolinas LLC, Sr. Unsec’d. Notes	A3		6.100%	06/01/37		960		1,007,239
E.ON International Finance BV (Netherlands), Gtd. Notes, 144A	A2		6.650%	04/30/38		890		1,012,011
El Paso Electric Co., Sr. Unsec’d. Notes	Baa2		6.000%	05/15/35		670		602,526
Empresa Nacional de Electricidad S.A. (Chile), Unsub. Notes	Baa3		8.625%	08/01/15		1,295		1,534,987
ENEL Finance International SA (Luxembourg), Gtd. Notes, 144A(a)	A2		6.000%	10/07/39		1,280		1,286,775
Energy East Corp., Sr. Unsec’d. Notes	A3		6.750%	09/15/33		145		151,292
Exelon Corp., Sr. Unsec’d. Notes	Baa1		4.900%	06/15/15		155		159,898

SEE NOTES TO FINANCIAL STATEMENTS.

A56

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Electric (continued)
Exelon Generation Co. LLC, Sr. Unsec’d. Notes	A3	6.250%	10/01/39	$	1,425	$	1,451,834
FirstEnergy Solutions Corp., Gtd. Notes	Baa2	6.050%	08/15/21		695		701,120
Florida Power & Light Co., First Mtge. Bonds	Aa2	5.950%	10/01/33		295		308,795
Georgia Power Co., Sr. Unsec’d. Notes, Ser. B	A2	5.700%	06/01/17		495		537,114
Indiana Michigan Power Co., Sr. Unsec’d. Notes, Ser. INDF	Baa2	5.050%	11/15/14		460		477,141
Korea Hydro & Nuclear Power Co. Ltd. (South Korea), Sr. Unsec’d. Notes, 144A(a)	A2	6.250%	06/17/14		1,770		1,931,263
Midamerican Energy Holdings Co., Sr. Unsec’d. Notes	Baa1	5.750%	04/01/18		205		216,064
Midamerican Energy Holdings Co., Sr. Unsec’d. Notes	Baa1	5.950%	05/15/37		300		300,336
National Rural Utilities Cooperative Finance Corp., Sr. Unsec’d. Notes, Ser. C, MTN	A2	7.250%	03/01/12		90		98,931
Nevada Power Co., Genl. Ref. Mtge., Ser. O	Baa3	6.500%	05/15/18		1,260		1,348,378
Niagara Mohawk Power Corp., Sr. Unsec’d. Notes, 144A	A3	4.881%	08/15/19		610		604,805
NiSource Finance Corp., Gtd. Notes	Baa3	5.250%	09/15/17		245		240,976
NiSource Finance Corp., Gtd. Notes	Baa3	5.450%	09/15/20		350		339,395
NSTAR	A2	4.500%	11/15/19		615		601,413
Oncor Electric Delivery Co. LLC, Sr. Sec’d. Notes	Baa1	6.375%	01/15/15		345		376,339
Oncor Electric Delivery Co. LLC, Sr. Sec’d. Notes	Baa1	7.000%	09/01/22		475		528,128
Pacific Gas & Electric Co., Sr. Unsec’d. Notes	A3	6.050%	03/01/34		1,550		1,618,253
Public Service Co. of New Mexico, Sr. Unsec’d. Notes	Baa3	7.950%	05/15/18		140		146,552
Public Service Electric & Gas Co., Sec’d. Notes, MTN	A2	5.800%	05/01/37		535		550,516
Southern California Edison Co., Ser. 04-F	A1	4.650%	04/01/15		470		496,946
Xcel Energy, Inc., Sr. Unsec’d. Notes	Baa1	5.613%	04/01/17		199		205,181
Xcel Energy, Inc., Sr. Unsec’d. Notes	Baa1	6.500%	07/01/36		445		468,777
							26,041,450
Energy – Integrated — 0.1%
Cenovus Energy, Inc. (Canada), Sr. Notes, 144A	Baa2	6.750%	11/15/39		975		1,062,802
Hess Corp., Sr. Unsec’d. Notes	Baa2	6.000%	01/15/40		400		396,099
Marathon Oil Canada Corp. (Canada), Gtd. Notes	Baa1	8.375%	05/01/12		360		402,966
Husky Energy, Inc. (Canada), Sr. Unsec’d. Notes	Baa2	7.250%	12/15/19		325		375,570
TNK-BP Finance SA (Luxembourg), Gtd. Notes, 144A	Baa2	7.500%	07/18/16		1,425		1,460,625
							3,698,062
Energy – Other — 0.2%
Devon Financing Corp. ULC (Canada), Gtd. Notes	Baa1	7.875%	09/30/31		225		281,905
Dolphin Energy Ltd. (United Arab Emirates), Sr. Sec’d. Notes, 144A	Aa3	5.888%	06/15/19		936		944,906
Halliburton Co., Sr. Unsec’d. Notes	A2	5.500%	10/15/10		150		156,103
Nexen, Inc. (Canada), Sr. Unsec’d. Notes	Baa3	6.400%	05/15/37		200		201,503
Pioneer Natural Resources Co., Sr. Unsec’d. Notes	Ba1	6.875%	05/01/18		1,500		1,484,130
Questar Market Resources, Inc., Sr. Unsec’d. Notes(a)	Baa3	6.800%	03/01/20		745		776,517
Valero Energy Corp., Gtd. Notes	Baa2	6.625%	06/15/37		255		239,275
Woodside Finance Ltd. (Australia), Gtd. Notes, 144A	Baa1	5.000%	11/15/13		1,315		1,345,317
XTO Energy, Inc., Sr. Unsec’d. Notes	Baa2	6.250%	08/01/17		585		662,417
							6,092,073
Foods — 0.4%
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	5.375%	01/15/20		1,800		1,836,466
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	8.000%	11/15/39		1,285		1,599,717
Anheuser-Busch InBev Worldwide, Inc., Gtd. Notes, 144A	Baa2	8.200%	01/15/39		250		316,125
Bunge Ltd. Finance Corp., Gtd. Notes(a)	Baa2	5.350%	04/15/14		1,040		1,063,161
Bunge Ltd. Finance Corp., Gtd. Notes	Baa2	8.500%	06/15/19		985		1,122,809
Cargill, Inc., Sr. Unsec’d. Notes, 144A (original cost $666,818; purchased 11/19/07)(d)(g)	A2	6.000%	11/27/17		670		714,108
ConAgra Foods, Inc., Sr. Unsec’d. Notes	Baa2	7.875%	09/15/10		46		48,154
Delhaize America, Inc., Gtd. Notes	Baa3	9.000%	04/15/31		752		962,787
Delhaize Group SA (Belgium), Gtd. Notes	Baa3	6.500%	06/15/17		480		521,295
General Mills, Inc., Sr. Unsec’d. Notes	Baa1	6.000%	02/15/12		1,050		1,133,660

SEE NOTES TO FINANCIAL STATEMENTS.

A57

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Foods (continued)
H.J. Heinz Finance Co., Gtd. Notes, 144A	Baa2	7.125%	08/01/39	$	450	$	508,742
Kroger Co. (The), Gtd. Notes	Baa2	6.750%	04/15/12		45		49,149
Kroger Co. (The), Gtd. Notes	Baa2	6.800%	04/01/11		670		711,466
McDonald’s Corp., Sr. Unsec’d. Notes, MTN	A3	6.300%	03/01/38		685		755,594
Ralcorp Holdings, Inc., Sr. Notes, 144A	Baa3	6.625%	08/15/39		875		853,338
Tyson Foods, Inc., Gtd. Notes	Ba3	7.850%	04/01/16		735		753,375
Yum! Brands, Inc., Sr. Unsec’d. Notes	Baa3	8.875%	04/15/11		180		194,773
							13,144,719
Healthcare & Pharmaceutical — 0.5%
Abbott Laboratories, Sr. Unsec’d. Notes	A1	5.875%	05/15/16		1,145		1,262,922
AmerisourceBergen Corp., Gtd. Notes	Baa3	5.625%	09/15/12		915		974,249
Boston Scientific Corp., Sr. Unsec’d. Notes	Ba1	4.500%	01/15/15		910		911,857
Boston Scientific Corp., Sr. Unsec’d. Notes	Ba1	6.000%	01/15/20		565		577,304
Carefusion Corp., Sr. Unsec’d. Notes, 144A	Baa3	6.375%	08/01/19		355		380,035
Genentech, Inc., Sr. Unsec’d. Notes	AA-(e)	4.750%	07/15/15		280		299,676
GlaxoSmithKline Capital, Inc., Gtd. Notes	A1	6.375%	05/15/38		870		963,852
HCA, Inc., Sec’d. Notes	B2	9.250%	11/15/16		1,925		2,066,969
Laboratory Corp. of America Holdings, Sr. Unsec’d. Notes	Baa3	5.625%	12/15/15		580		606,414
Merck & Co., Inc., Sr. Unsec’d. Notes	Aa3	5.750%	11/15/36		110		112,733
Merck & Co., Inc., Sr. Unsec’d. Notes	Aa3	5.850%	06/30/39		265		278,879
Merck & Co., Inc., Sr. Unsec’d. Notes	Aa3	5.950%	12/01/28		165		173,881
Schering-Plough Corp., Gtd. Notes(a)	Aa3	6.000%	09/15/17		884		981,899
Schering-Plough Corp., Gtd. Notes	Aa3	6.550%	09/15/37		340		386,140
Watson Pharmaceuticals, Inc., Sr. Unsec’d. Notes	Ba1	6.125%	08/15/19		445		459,148
Wyeth, Gtd. Notes	A1	5.500%	03/15/13		1,210		1,315,619
Wyeth, Gtd. Notes	A1	5.950%	04/01/37		1,715		1,788,364
Wyeth, Gtd. Notes	A1	6.450%	02/01/24		60		66,843
							13,606,784
Healthcare Insurance — 0.2%
Aetna, Inc., Sr. Unsec’d. Notes	A3	5.750%	06/15/11		390		408,995
Aetna, Inc., Sr. Unsec’d. Notes	A3	6.625%	06/15/36		515		528,080
Cigna Corp., Sr. Unsec’d. Notes	Baa2	6.150%	11/15/36		670		598,527
Coventry Health Care, Inc., Sr. Unsec’d. Notes	Ba1	6.125%	01/15/15		1,290		1,232,221
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	5.250%	03/15/11		1,350		1,398,881
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.000%	06/15/17		195		204,081
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.500%	06/15/37		420		414,161
UnitedHealth Group, Inc., Sr. Unsec’d. Notes	Baa1	6.625%	11/15/37		420		420,751
WellPoint, Inc., Sr. Unsec’d. Notes(a)	Baa1	5.000%	12/15/14		860		894,674
							6,100,371
Insurance — 0.4%
American International Group, Inc., Sr. Unsec’d. Notes	A3	4.250%	05/15/13		580		535,750
AXA SA (France), Sub. Notes	A3	8.600%	12/15/30		155		180,119
Berkshire Hathaway Finance Corp., Gtd. Notes	Aa2	4.750%	05/15/12		440		469,069
Liberty Mutual Group, Inc., Bonds, 144A	Baa2	7.000%	03/15/34		850		728,316
Lincoln National Corp., Sr. Unsec’d. Notes	Baa2	6.300%	10/09/37		492		450,579
Lincoln National Corp., Sr. Unsec’d. Notes	Baa2	8.750%	07/01/19		605		691,276
Marsh & McLennan Cos., Inc., Sr. Unsec’d. Notes	Baa2	5.150%	09/15/10		265		271,666
MetLife, Inc., Sr. Unsec’d. Notes	A3	5.700%	06/15/35		1,020		1,007,331
MetLife, Inc., Sr. Unsec’d. Notes	A3	6.125%	12/01/11		335		360,134
MetLife, Inc., Sr. Unsec’d. Notes	A3	6.375%	06/15/34		400		427,454
MetLife, Inc., Sr. Unsec’d. Notes	A3	6.750%	06/01/16		430		481,532
New York Life Insurance Co., Sub. Notes, 144A	Aa2	6.750%	11/15/39		660		674,962
Pacific Life Insurance Co., Sub. Notes, 144A (original cost $994,522; purchased 6/16/09)(g)	A3	9.250%	06/15/39		995		1,148,962
Teachers Insurance & Annuity Association of America, Notes, 144A	Aa2	6.850%	12/16/39		1,450		1,498,920

SEE NOTES TO FINANCIAL STATEMENTS.

A58

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Insurance (continued)
Travelers Cos., Inc. (The), Sr. Unsec’d. Notes	A2	6.750%	06/20/36	$	685	$	756,111
W.R. Berkley Corp., Sr. Unsec’d. Notes	Baa2	5.600%	05/15/15		555		548,947
W.R. Berkley Corp., Sr. Unsec’d. Notes	Baa2	6.150%	08/15/19		460		436,633
XL Capital Ltd. (Cayman Islands), Sr. Unsec’d. Notes	Baa2	5.250%	09/15/14		85		83,242
							10,751,003
Lodging — 0.2%
Starwood Hotels & Resorts Worldwide, Inc., Sr. Unsec’d. Notes	Ba1	6.250%	02/15/13		1,645		1,696,406
Starwood Hotels & Resorts Worldwide, Inc., Sr. Unsec’d. Notes(a)	Ba1	6.750%	05/15/18		2,800		2,807,000
							4,503,406
Media & Entertainment — 0.2%
Gannett Co., Inc., Sr. Unsec’d. Notes	Ba2	6.375%	04/01/12		2,500		2,500,000
Historic TW, Inc., Sr. Unsec’d. Notes	Baa2	9.150%	02/01/23		505		609,451
News America, Inc., Gtd. Notes, 144A(a)	Baa1	6.900%	08/15/39		800		872,699
Time Warner, Inc., Gtd. Notes	Baa2	6.750%	04/15/11		640		678,081
Time Warner Cos., Inc., Gtd. Notes	Baa2	7.250%	10/15/17		790		884,738
Viacom, Inc., Sr. Unsec’d. Notes(a)	Baa2	6.750%	10/05/37		430		443,621
Viacom, Inc., Sr. Unsec’d. Notes	Baa2	6.875%	04/30/36		625		675,816
							6,664,406
Metals — 0.2%
Alcan, Inc. (Canada), Sr. Unsec’d. Notes	BBB+(e)	4.500%	05/15/13		115		118,084
Alcan, Inc. (Canada), Sr. Unsec’d. Notes	BBB+(e)	5.000%	06/01/15		600		615,993
Ispat Inland ULC (Canada), Gtd. Notes	Baa3	9.750%	04/01/14		1,745		1,832,250
Newmont Mining Corp., Gtd. Notes	Baa2	6.250%	10/01/39		880		881,052
Rio Tinto Finance USA Ltd. (Australia), Gtd. Notes	Baa1	5.875%	07/15/13		1,000		1,079,037
Southern Copper Corp., Sr. Unsec’d. Notes	Baa3	7.500%	07/27/35		125		123,855
United States Steel Corp., Sr. Unsec’d. Notes	Ba3	5.650%	06/01/13		2,580		2,567,121
							7,217,392
Non-Captive Finance — 0.4%
General Electric Capital Corp., Notes, MTN(a)	Aa2	3.500%	08/13/12		1,990		2,031,062
General Electric Capital Corp., Sr. Unsec’d. Notes, MTN	Aa2	5.550%	05/04/20		985		976,269
General Electric Capital Corp., Sr. Unsec’d. Notes, MTN	Aa2	5.875%	01/14/38		1,060		981,436
General Electric Capital Corp., Sr. Unsec’d. Notes, Ser. A, MTN	Aa2	6.125%	02/22/11		950		1,003,863
General Electric Capital Corp., Sr. Unsec’d. Notes, Ser. G, MTN	Aa2	6.000%	08/07/19		920		954,979
HSBC Finance Corp., Sr. Unsec’d. Notes	A3	5.700%	06/01/11		440		459,674
International Lease Finance Corp., Sr. Unsec’d. Notes	B1	6.375%	03/25/13		1,850		1,521,033
SLM Corp., Sr. Unsec’d. Notes, MTN	Ba1	8.450%	06/15/18		2,870		2,831,981
							10,760,297
Packaging
Sealed Air Corp., Sr. Unsec’d. Notes, 144A	Baa3	6.875%	07/15/33		515		484,516
Paper — 0.1%
International Paper Co., Sr. Unsec’d. Notes	Baa3	7.300%	11/15/39		1,080		1,145,730
International Paper Co., Sr. Unsec’d. Notes	Baa3	7.500%	08/15/21		510		571,440
							1,717,170
Pipelines & Other — 0.2%
DCP Midstream LLC, Sr. Unsec’d. Notes	Baa2	7.875%	08/16/10		1,760		1,829,738
Kinder Morgan Energy Partners LP, Sr. Unsec’d. Notes(a)	Baa2	6.500%	09/01/39		675		680,272
Oneok Partners LP, Gtd. Notes	Baa2	6.650%	10/01/36		420		428,368
Sempra Energy, Sr. Unsec’d. Notes	Baa1	6.000%	02/01/13		90		95,970
Spectra Energy Capital LLC, Gtd. Notes	Baa2	6.200%	04/15/18		3,190		3,387,825
Spectra Energy Capital LLC, Sr. Unsec’d. Notes	Baa2	6.250%	02/15/13		235		252,675
							6,674,848

SEE NOTES TO FINANCIAL STATEMENTS.

A59

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Railroads — 0.1%
Burlington Northern Santa Fe Corp., Sr. Unsec’d. Notes	Baa1	6.700%	08/01/28	$	670	$	718,144
CSX Corp., Sr. Unsec’d. Notes(a)	Baa3	6.150%	05/01/37		715		724,423
Norfolk Southern Corp., Sr. Unsec’d. Notes	Baa1	5.590%	05/17/25		525		510,367
Norfolk Southern Corp., Sr. Unsec’d. Notes	Baa1	7.800%	05/15/27		18		21,638
Union Pacific Corp., Sr. Unsec’d. Notes	Baa2	6.650%	01/15/11		750		791,080
							2,765,652
Real Estate Investment Trusts — 0.2%
Brandywine Operating Partnership LP, Gtd. Notes	Baa3	5.750%	04/01/12		361		367,966
Mack-Cali Realty LP, Sr. Unsec’d. Notes	Baa2	7.750%	08/15/19		765		791,588
Post Apartment Homes LP, Sr. Unsec’d. Notes	Baa3	5.450%	06/01/12		435		431,627
Post Apartment Homes LP, Sr. Unsec’d. Notes	Baa3	6.300%	06/01/13		660		656,202
Simon Property Group LP, Sr. Unsec’d. Notes	A3	5.750%	05/01/12		1,500		1,575,744
Simon Property Group LP, Sr. Unsec’d. Notes	A3	6.125%	05/30/18		2,800		2,844,766
							6,667,893
Retailers — 0.6%
CVS Caremark Corp., Sr. Unsec’d. Notes	Baa2	5.750%	08/15/11		1,000		1,064,875
CVS Caremark Corp., Sr. Unsec’d. Notes	Baa2	5.750%	06/01/17		1,640		1,730,879
CVS Caremark Corp., Sr. Unsec’d. Notes	Baa2	6.125%	09/15/39		750		743,324
Gamestop Corp. / Gamestop, Inc., Gtd. Notes	Ba1	8.000%	10/01/12		1,115		1,155,419
Home Depot, Inc. (The), Sr. Unsec’d. Notes	Baa1	5.875%	12/16/36		325		313,709
Kohl’s Corp., Sr. Unsec’d. Notes	Baa1	6.875%	12/15/37		1,015		1,151,164
Lowe’s Cos., Inc., Sr. Unsec’d. Notes	A1	6.500%	03/15/29		385		423,379
Macy’s Retail Holdings, Inc., Gtd. Notes	Ba2	5.350%	03/15/12		390		398,287
Macy’s Retail Holdings, Inc., Gtd. Notes	Ba2	5.875%	01/15/13		2,000		2,055,000
Nordstrom, Inc., Sr. Unsec’d. Notes(a)	Baa2	6.250%	01/15/18		4,500		4,871,115
Target Corp., Sr. Unsec’d. Notes	A2	7.000%	01/15/38		1,835		2,140,983
Wal-Mart Stores, Inc., Sr. Unsec’d. Notes	Aa2	5.250%	09/01/35		245		240,913
Wal-Mart Stores, Inc., Sr. Unsec’d. Notes	Aa2	6.200%	04/15/38		500		551,397
							16,840,444
Technology — 0.4%
Cisco Systems, Inc., Sr. Unsec’d. Notes	A1	4.450%	01/15/20		1,690		1,657,863
Computer Sciences Corp., Sr. Unsec’d. Notes, Ser. WI	Baa1	6.500%	03/15/18		1,800		1,964,336
Electronic Data Systems LLC., Sr. Unsec’d. Notes	A2	7.450%	10/15/29		120		141,996
Fiserv, Inc., Gtd. Notes	Baa2	6.125%	11/20/12		1,000		1,088,871
Intuit, Inc., Sr. Unsec’d. Notes	Baa2	5.400%	03/15/12		600		637,442
Motorola, Inc., Sr. Unsec’d. Notes	Baa3	8.000%	11/01/11		49		52,405
Oracle Corp., Sr. Unsec’d. Notes	A2	6.125%	07/08/39		1,215		1,275,793
Seagate Technology HDD Holdings (Cayman Islands), Gtd. Notes	Ba3	6.375%	10/01/11		1,000		1,017,500
Xerox Corp., Sr. Unsec’d. Notes(a)	Baa2	4.250%	02/15/15		2,720		2,701,039
							10,537,245
Telecommunications — 0.8%
America Movil SAB de CV (Mexico), Gtd. Notes(a)	A3	6.375%	03/01/35		580		598,726
AT&T Corp., Gtd. Notes	A2	8.000%	11/15/31		260		317,335
AT&T, Inc., Sr. Unsec’d. Notes	A2	5.300%	11/15/10		1,260		1,309,824
AT&T Mobility LLC, Sr. Unsec’d. Notes	A2	7.125%	12/15/31		505		564,429
Deutsche Telekom International Finance BV (Netherlands), Gtd. Notes	Baa1	8.750%	06/15/30		295		379,402
Embarq Corp., Sr. Unsec’d. Notes (original cost $349,979; purchased 05/12/06)(d)(g)	Baa3	7.082%	06/01/16		350		386,602
Embarq Corp., Sr. Unsec’d. Notes (original cost $1,626,279; purchased 05/12/06-04/10/07)(d)(g)	Baa3	7.995%	06/01/36		1,600		1,721,117
France Telecom SA (France), Sr. Unsec’d. Notes	A3	8.500%	03/01/31		375		499,055
Koninklijke KPN NV (Netherlands), Sr. Unsec’d. Notes	Baa2	8.000%	10/01/10		530		556,500
New Cingular Wireless Services, Inc., Gtd. Notes	A2	8.125%	05/01/12		640		723,157
New Cingular Wireless Services, Inc., Sr. Unsec’d. Notes	A2	8.750%	03/01/31		1,339		1,730,402

SEE NOTES TO FINANCIAL STATEMENTS.

A60

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Telecommunications (continued)
PCCW-HKT Capital Ltd. (Virgin Islands (US)), Gtd. Notes, 144A	Baa2	8.000%	11/15/11	$	2,370	$	2,554,623
Qwest Capital Funding, Inc., Gtd. Notes	B1	7.250%	02/15/11		700		710,500
Qwest Corp., Sr. Unsec’d. Notes	Ba1	8.875%	03/15/12		2,000		2,150,000
Telecom Italia Capital SA (Luxembourg), Gtd. Notes	Baa2	5.250%	11/15/13		320		336,573
Telecom Italia Capital SA (Luxembourg), Gtd. Notes	Baa2	7.175%	06/18/19		2,095		2,335,638
Telefonica Emisiones SAU (Spain), Gtd. Notes	Baa1	5.877%	07/15/19		780		836,027
Telefonica Emisiones SAU (Spain), Gtd. Notes	Baa1	7.045%	06/20/36		210		239,799
Telefonos de Mexico SAB de CV (Mexico), Sr. Unsec’d. Notes, 144A(a)	A3	5.500%	11/15/19		255		248,309
TELUS Corp. (Canada), Sr. Unsec’d. Notes	Baa1	8.000%	06/01/11		899		973,260
United States Cellular Corp., Sr. Unsec’d. Notes	Baa2	6.700%	12/15/33		275		270,449
Verizon Communications, Inc., Sr. Unsec’d. Notes	A3	6.100%	04/15/18		3,400		3,695,491
Vodafone Group PLC (United Kingdom), Sr. Unsec’d. Notes	Baa1	7.750%	02/15/10		800		806,384
							23,943,602
Tobacco — 0.2%
Altria Group, Inc., Gtd. Notes	Baa1	9.250%	08/06/19		215		262,005
Altria Group, Inc., Gtd. Notes(a)	Baa1	9.700%	11/10/18		985		1,217,625
Altria Group, Inc., Gtd. Notes	Baa1	9.950%	11/10/38		140		182,491
Altria Group, Inc., Gtd. Notes	Baa1	10.200%	02/06/39		790		1,053,890
Lorillard Tobacco Co., Sr. Unsec’d. Notes(a)	Baa2	8.125%	06/23/19		765		841,030
Philip Morris International, Inc., Sr. Unsec’d. Notes	A2	4.875%	05/16/13		860		907,864
Reynolds American, Inc., Gtd. Notes	Baa3	7.250%	06/15/37		320		322,265
							4,787,170
TOTAL CORPORATE BONDS (cost $270,471,604)							279,680,599
MORTGAGE-BACKED SECURITIES — 10.6%
Federal Home Loan Mortgage Corporation		4.500%	02/01/19-07/01/20		4,342		4,508,231
Federal Home Loan Mortgage Corporation		5.000%	07/01/18-05/01/34		7,762		8,110,347
Federal Home Loan Mortgage Corporation		5.000%	TBA 30 YR		5,000		5,126,560
Federal Home Loan Mortgage Corporation(c)		5.214%	12/01/35		2,387		2,511,410
Federal Home Loan Mortgage Corporation		5.500%	12/01/33-05/01/38		10,490		11,024,532
Federal Home Loan Mortgage Corporation		5.500%	TBA 30 YR		18,000		18,855,000
Federal Home Loan Mortgage Corporation(c)		5.548%	06/01/36		2,970		3,130,489
Federal Home Loan Mortgage Corporation		6.000%	03/01/32-12/01/33		2,266		2,436,973
Federal Home Loan Mortgage Corporation		6.500%	12/01/14		194		208,892
Federal Home Loan Mortgage Corporation		7.000%	01/01/31-11/01/33		2,850		3,138,417
Federal National Mortgage Association(c)		3.233%	07/01/33		740		762,375
Federal National Mortgage Association		4.000%	06/01/19		1,371		1,401,176
Federal National Mortgage Association		4.000%	TBA 15 YR		6,000		6,014,064
Federal National Mortgage Association		4.500%	11/01/18-01/01/35		10,774		11,062,329
Federal National Mortgage Association		4.500%	TBA 30 YR		10,000		9,981,250
Federal National Mortgage Association		5.000%	10/01/18-05/01/36		29,419		30,315,867
Federal National Mortgage Association		5.000%	TBA 30 YR		2,000		2,052,188
Federal National Mortgage Association		5.500%	03/01/16-06/01/38		46,704		49,100,986
Federal National Mortgage Association		5.500%	TBA 15 YR		6,000		6,345,000
Federal National Mortgage Association		5.500%	TBA 30 YR		25,250		26,429,655
Federal National Mortgage Association(c)		5.921%	06/01/37		7,740		8,230,697
Federal National Mortgage Association		6.000%	04/01/13-08/01/38		25,264		26,923,258
Federal National Mortgage Association		6.000%	TBA 30 YR		30,500		32,301,391
Federal National Mortgage Association		6.500%	07/01/17-09/01/37		10,131		10,891,434
Federal National Mortgage Association		7.000%	08/01/11-07/01/32		714		793,668
Federal National Mortgage Association		7.500%	06/01/12-05/01/32		315		344,769
Government National Mortgage Association		4.500%	TBA 30 YR		8,000		8,070,284

SEE NOTES TO FINANCIAL STATEMENTS.

A61

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

MORTGAGE-BACKED SECURITIES (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Government National Mortgage Association		5.500%	11/15/32-02/15/36	$	9,603	$	10,123,962
Government National Mortgage Association		6.000%	02/15/33-10/15/34		3,885		4,138,827
Government National Mortgage Association		6.500%	10/15/23-07/15/35		4,231		4,540,112
Government National Mortgage Association		8.000%	01/15/24-04/15/25		98		112,188
TOTAL MORTGAGE-BACKED SECURITIES (cost $301,109,630)							308,986,331
MUNICIPAL BONDS — 0.2%
Bay Area Toll Authority, BABs	Aa3	6.263%	04/01/49		1,325		1,270,689
New Jersey State Turnpike Authority, BABs	A3	7.414%	01/01/40		450		507,240
New York City Transitional Finance Authority, BABs	Aa2	5.767%	08/01/36		1,130		1,095,162
State of California, BABs	Baa1	7.300%	10/01/39		1,270		1,200,252
State of California, BABs(a)	Baa1	7.550%	04/01/39		245		240,707
State of Washington, BABs	Aa1	5.481%	08/01/39		355		343,434
TOTAL MUNICIPAL BONDS (cost $4,788,780)							4,657,484
NON-CORPORATE FOREIGN AGENCIES — 0.3%
Commonwealth Bank of Australia (Australia), 144A	Aaa	2.700%	11/25/14		7,435		7,286,754
Pemex Project Funding Master Trust, Gtd. Notes	Baa1	8.625%	12/01/23		350		422,625
RSHB Capital SA For OJSC Russian Agricultural Bank (Luxembourg), Sr. Sec’d. Notes, 144A	Baa1	6.299%	05/15/17		2,190		2,205,330
TOTAL NON-CORPORATE FOREIGN AGENCIES (cost $10,029,329)							9,914,709
NON-CORPORATE SOVEREIGN
Qatar Government International Bond (Qatar), 144A (cost $738,409)(a)	Aa2	6.400%	01/20/40		740		743,700
RESIDENTIAL MORTGAGE-BACKED SECURITIES —0.3%
Amortizing Residential Collateral Trust, Ser. 2002-BC7, Class M2(c)	CC(e)	1.581%	10/25/32		107		8,139
CDC Mortgage Capital Trust, Ser. 2002-HE3, Class M1(c)	Baa2	1.881%	03/25/33		547		349,620
Centex Home Equity, Ser. 2005-A, Class M2(c)	Aa3	0.731%	01/25/35		1,790		1,342,191
Credit-Based Asset Servicing And Securitization LLC, Ser. 2005-CB6, Class A3	A3	5.120%	07/25/35		536		448,455
Equity One ABS, Inc., Ser. 2004-3, Class M1	Aa2	5.700%	07/25/34		793		603,058
First Franklin Mortgage Loan Trust, Ser. 2005-FFH1, Class M2(c)	Ba3	0.751%	06/25/36		1,450		157,382
HFC Home Equity Loan, Ser. 2005-2, Class M2(c)	Aa1	0.723%	01/20/35		422		348,462
Long Beach Mortgage Loan Trust, Ser. 2004-2, Class M1(c)	Aa2	0.761%	06/25/34		1,250		864,264
Morgan Stanley ABS Capital I, Ser. 2004-NC1, Class M1(c)	Aa2	0.931%	12/25/33		1,193		879,185
Morgan Stanley Dean Witter Capital I, Ser. 2002-HE1, Class M1(c)	B3	1.131%	07/25/32		1,065		711,711
Morgan Stanley Dean Witter Capital I, Ser. 2002-NC4, Class M1(c)	A2	1.506%	09/25/32		881		628,263
Morgan Stanley Dean Witter Capital I, Ser. 2002-NC2, Class M2, 144A(c)	NR	2.556%	04/25/32		351		104,888
Saxon Asset Securities Trust, Ser. 2005-2, Class M2(c)	A2	0.671%	10/25/35		1,170		338,232
Securitized Asset Backed Receivables LLC Trust, Ser. 2004-OP1, Class M1(c)	Aa2	0.996%	02/25/34		1,325		995,484
Securitized Asset Backed Receivables LLC Trust, Ser. 2006-FR3, Class A3(c)	Caa1	0.481%	05/25/36		1,100		364,367
TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (cost $13,221,757)							8,143,701

SEE NOTES TO FINANCIAL STATEMENTS.

A62

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

U.S. GOVERNMENT AGENCY OBLIGATIONS — 0.8%	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Western Corporate Federal Credit Union, US Gov’t. Gtd. Notes	1.750%	11/02/12	$	2,610	$	2,598,281
Federal Farm Credit Bank(a)	4.875%	01/17/17		855		909,828
Federal Home Loan Bank	5.000%	11/17/17		635		686,892
Federal Home Loan Bank	5.625%	06/11/21		2,390		2,601,699
Federal Home Loan Mortgage Corporation(a)	3.750%	03/27/19		4,835		4,740,335
Federal National Mortgage Association	0.875%	01/12/12		115		114,114
Federal National Mortgage Association(a)	2.625%	11/20/14		2,640		2,619,529
Federal National Mortgage Association	5.000%	02/13/17		3,070		3,332,476
Federal National Mortgage Association(a)	6.625%	11/15/30		2,245		2,698,059
Resolution Funding Corp. Interest Strip(h)	4.980%	04/15/18		2,615		1,843,421
Tennessee Valley Authority	4.500%	04/01/18		1,445		1,470,503
Tennessee Valley Authority, Ser. E	6.250%	12/15/17		560		638,735
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (cost $24,465,153)						24,253,872
U.S. GOVERNMENT TREASURY OBLIGATIONS — 4.3%
U.S. Treasury Bonds	4.500%	02/15/36		3,150		3,102,750
U.S. Treasury Bonds(a)	4.500%	08/15/39		2,470		2,414,040
U.S. Treasury Bonds	6.250%	08/15/23		10,495		12,534,966
U.S. Treasury Bonds	7.125%	02/15/23		8,200		10,516,500
U.S. Treasury Bonds(i)	8.875%	08/15/17		5,505		7,504,003
U.S. Treasury Inflation Index Notes	1.625%	01/15/15		19,087		19,850,869
U.S. Treasury Inflation Index Notes	3.500%	01/15/11		5,279		5,475,385
U.S. Treasury Notes(a)	0.750%	11/30/11		3,155		3,134,420
U.S. Treasury Notes(a)	2.125%	11/30/14		3,835		3,744,225
U.S. Treasury Notes	2.625%	12/31/14		10,560		10,529,482
U.S. Treasury Notes(a)	3.375%	11/15/19		9,110		8,762,727
U.S. Treasury Strips Coupon(n)	3.980%	11/15/18		1,230		864,437
U.S. Treasury Strips Coupon(n)	4.830%	11/15/24		10,880		5,309,962
U.S. Treasury Strips Coupon(n)	4.840%	05/15/24		4,045		2,034,582
U.S. Treasury Strips Coupon(n)	4.860%	08/15/24		6,980		3,459,735
U.S. Treasury Strips Coupon(n)	5.270%	05/15/20		4,565		2,935,971
U.S. Treasury Strips Coupon(n)	7.140%	05/15/25		9,500		4,493,500
U.S. Treasury Strips Coupon(n)	7.450%	05/15/26		5,000		2,234,300
U.S. Treasury Strips Principal(a)(h)	4.070%	02/15/19		4,295		2,984,110
U.S. Treasury Strips Principal(a)(h)	4.800%	11/15/24		13,500		6,664,666
U.S. Treasury Strips Principal(h)	6.260%	02/15/23		10,900		5,944,620
TOTAL U.S. GOVERNMENT TREASURY OBLIGATIONS (cost $124,995,757)						124,495,250
TOTAL LONG-TERM INVESTMENTS (cost $2,410,775,646)						2,721,315,127
SHORT-TERM INVESTMENTS — 15.6%
U.S. GOVERNMENT TREASURY OBLIGATION — 0.2%
U.S. Treasury Bill (cost $4,396,836)(j)	0.157%	06/17/10		4,400		4,396,251
			Shares
AFFILIATED MUTUAL FUNDS — 15.4%
Dryden Core Investment Fund — Short-Term Bond Series (cost $167,366,748) (Note 4)(k)				16,901,556		144,677,318
Dryden Core Investment Fund — Taxable Money Market Series (cost $302,386,487; includes $156,084,644 of cash collateral received for securities on loan) (Note 4)(k)(l)				302,386,487		302,386,487
TOTAL AFFILIATED MUTUAL FUNDS (cost $469,753,234)						447,063,805
TOTAL SHORT-TERM INVESTMENTS (cost $474,150,070)						451,460,056
TOTAL INVESTMENTS(m) — 109.2% (cost $2,884,925,716)						3,172,775,183
LIABILITIES IN EXCESS OF OTHER ASSETS(o) — (9.2)%						(266,782,405	)
NET ASSETS — 100.0%					$	2,905,992,778

SEE NOTES TO FINANCIAL STATEMENTS.

A63

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The following abbreviations are used in portfolio descriptions:

144A	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
BABs	Build America Bonds
CDO	Collateralized Debt Obligation
I/O	Interest Only
MTN	Medium Term Note
NR	Not Rated by Moody’s or Standard & Poor’s
TBA	To Be Announced
ULC	Unlimited Liability Corporation

# Principal amount shown in U.S. dollars unless otherwise stated.

† The rating reflected is as of December 31, 2009. Ratings of certain bonds may have changed subsequent to that date.

(a) All or a portion of security is on loan. The aggregate market value of such securities is $149,443,792; cash collateral of $156,084,644 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(b) Non-income producing security.

(c) Indicates a variable rate security. The maturity date presented for these instruments is the latter of the next date on which the security can be redeemed at par or the next date on which the rate of interest is adjusted. The interest rate shown reflects the rate in effect at December 31, 2009.

(d) Indicates a security that has been deemed illiquid.

(e) Standard & Poor’s Rating.

(f) Represents issuer in default on interest payments and/or principal repayment; non-income producing security.

(g) Indicates a restricted security; the aggregate original cost of such securities is $5,773,675. The aggregate value of $6,140,175 is approximately 0.2% of net assets.

(h) Represents zero-coupon bond. Rate shown reflects the effective yield at December 31, 2009.

(i) Security segregated as collateral for futures contracts.

(j) Rate quoted represents yield-to-maturity as of purchase date.

(k) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund—Taxable Money Market Series and the Dryden Core Investment Fund—Short-Term Bond Series.

(l) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(m) As of December 31, 2009, one security representing $2,219,029 and 0.08% of net assets was fair valued in accordance with the policies adopted by the Board of Trustees.

(n) Rate shown reflects the effective yield at December 31, 2009.

(o) Liabilities in excess of other assets includes net unrealized appreciation (depreciation) on futures contracts, interest rate and credit default swap agreements as follows:

Open futures contracts outstanding at December 31, 2009:

Number of Contracts	Type	Expiration Date	Value at Trade Date		Value at December 31, 2009		Unrealized Appreciation (Depreciation)
Long Positions:
123	U.S. Treasury 10 Yr. Notes	Mar. 2010	$	14,262,634	$	14,200,735	$	(61,899	)
365	U.S. Treasury 2 Yr. Notes	Mar. 2010		79,336,237		78,936,953		(399,284	)
805	U.S. Treasury 5 Yr. Notes	Mar. 2010		93,365,192		92,078,164		(1,287,028	)
175	S&P 500 Index	Mar. 2010		47,801,762		48,593,125		791,363
							$	(956,848	)
Short Position:
378	U.S. Long Bond	Mar. 2010		45,507,295		43,611,750		1,895,545
							$	938,697

SEE NOTES TO FINANCIAL STATEMENTS.

A64

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Interest rate swap agreements outstanding at December 31, 2009:

Counterparty	Termination Date	Notional Amount (000)#		Fixed Rate	Floating Rate	Fair Value			Upfront Premiums Paid/(Received)		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG(b)	5/31/2014	$	12,200	2.355%	3 Month LIBOR	$	(260,364	)	$	—	$	(260,364	)
Morgan Stanley Capital Services, Inc.(a)	2/15/2036		3,060	4.128%	3 Month LIBOR		172,008			—		172,008
						$	(88,356	)	$	—	$	(88,356	)

(a) Portfolio pays the fixed rate and receives the floating rate.

(b) Portfolio pays the floating rate and receives the fixed rate.

# Notional amount is shown in U.S. dollars unless otherwise stated.

Credit default swap agreements outstanding at December 31, 2009:

Counterparty	Termination Date	Notional Amount (000)#(4)		Fixed Rate	Reference Entity/Obligation	Fair Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit Default Swaps on Corporate Issues—Buy protection(1)
Barclays Bank PLC	9/20/2012	$	2,900	0.595%	Fortune Brands, Inc., 5.375%, 01/15/16	$	13,288		$	—		$	13,288
Barclays Bank PLC	3/20/2018		1,800	1.220%	Computer Sciences Corp., 5.000%, 02/15/13		(80,143	)		—			(80,143	)
Citibank NA	9/20/2012		3,200	0.320%	Altria Group, Inc., 7.000%, 11/04/13		35,999			—			35,999
Credit Suisse International	6/20/2018		3,400	0.970%	Verizon Communications, Inc., 4.900%, 09/15/15		(32,404	)		—			(32,404	)
Deutsche Bank AG	9/20/2011		1,000	1.000%	Dish DBS Corp., 6.625%, 10/01/14		(405	)		11,828			(12,233	)
Deutsche Bank AG	3/20/2012		2,000	5.000%	Gannett Co., Inc., 6.375%, 4/01/12		(128,921	)		(68,315	)		(60,606	)
Deutsche Bank AG	12/20/2012		2,000	1.000%	Macy’s Retail Holdings, Inc., 8.000%, 7/15/12		22,348			70,988			(48,640	)
Deutsche Bank AG	6/20/2013		1,850	2.000%	International Lease Finance Corp., 4.150%, 01/20/15		338,559			—			338,559
Deutsche Bank AG	6/20/2013		2,000	1.000%	US Steel Corp., 6.650%, 6/01/37		86,635			109,913			(23,278	)
Deutsche Bank AG	3/20/2014		1,645	7.050%	Starwood Hotels & Resorts Worldwide, 7.875%, 05/01/12		(374,480	)		—			(374,480	)
Deutsche Bank AG	3/20/2018		4,500	0.990%	Nordstrom, Inc., 6.950%, 03/15/28		29,111			—			29,111
Deutsche Bank AG	6/20/2018		2,200	1.150%	Spectra Energy Capital LLC, 6.250%, 02/15/13		(58,757	)		—			(58,757	)
JPMorgan Chase Bank	6/20/2014		1,150	0.650%	Bunge Ltd. Finance Corp., 5.350%, 04/15/14		25,835			—			25,835
Merrill Lynch Capital Services, Inc.	9/20/2016		735	1.730%	Tyson Foods, Inc., 7.850%, 04/01/16		31,312			—			31,312
Merrill Lynch Capital Services, Inc.	6/20/2018		1,800	3.050%	SLM Corp., 5.125%, 08/27/12		210,897			—			210,897
Merrill Lynch Capital Services, Inc.	6/20/2018		500	1.130%	Spectra Energy Capital LLC, 6.250%, 02/15/13		(12,623	)		—			(12,623	)
Merrill Lynch Capital Services, Inc.	6/20/2018		2,800	1.450%	Starwood Hotels & Resorts Worldwide, Inc., 6.750%, 05/15/18		72,406			—			72,406
Morgan Stanley Capital Services, Inc.	3/20/2012		500	5.000%	Gannett Co., Inc., 6.375%, 04/01/12		(32,230	)		(17,617	)		(14,613	)
Morgan Stanley Capital Services, Inc.	3/20/2018		1,500	0.700%	Avon Products, Inc., 6.500%, 03/01/19		(30,270	)		—			(30,270	)

SEE NOTES TO FINANCIAL STATEMENTS.

A65

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Credit default swap agreements outstanding at December 31, 2009 (continued):

Counterparty	Termination Date	Notional Amount (000)#(4)		Fixed Rate	Reference Entity/Obligation	Fair Value		Upfront Premiums Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Credit Default Swaps on Corporate Issues—Buy protection(1) (continued)
Morgan Stanley Capital Services, Inc.	6/20/2018	$	1,700	1.000%	Newell Rubbermaid, Inc., 0.000%, 07/15/28	$	45,843	$	—	$	45,843
Morgan Stanley Capital Services, Inc.	6/20/2018		2,800	0.970%	Simon Property Group L.P., 5.250%, 12/01/16		105,094		—		105,094
						$	267,094	$	106,797	$	160,297

Counterparty	Termination Date	Notional Amount (000)#(4)		Fixed Rate	Reference Entity/Obligation	Fair Value		Upfront Premiums Paid/ (Received)		Unrealized Appreciation
Credit Default Swaps on Asset-Backed Issues—Buy protection(1)
Merrill Lynch Capital Services, Inc.	3/25/2036	$	842	3.720%	Ameriquest Mortgage Securities, Inc., Ser. 2006-R1, Class M9, 2.731%, 03/25/36	$	814,732	$	—	$	814,732

Counterparty	Termination Date	Notional Amount (000)#(4)		Fixed Rate	Reference Entity/Obligation	Fair Value(3)			Upfront Premiums Paid/ (Received)		Unrealized Depreciation
Credit Default Swaps on Asset-Backed Issues—Sell protection(2)
Merrill Lynch Capital Services, Inc.	3/25/2036	$	842	9.000%	Ameriquest Mortgage Securities, Inc., Ser. 2006-R1, Class M9, 2.731%, 03/25/36	$	(790,816	)	$	—	$	(790,816	)

The Portfolio entered into credit default swaps as the protection seller on asset-backed issues to take an active short position with respect to the likelihood of a particular issuer’s default.

(1) If the Portfolio is a buyer of protection, it pays the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and make delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(2) If the Portfolio is a seller of protection, it receives the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(3) The fair value of credit default swap agreements on asset-backed securities serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement be closed/sold as of the reporting date.

(4) Notional amount represents the maximum potential amount the Portfolio could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

# Notional amount is shown in U.S. dollars unless otherwise stated.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

SEE NOTES TO FINANCIAL STATEMENTS.

A66

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Asset-Backed Securities	$	—	$	12,726,355	$	2,219,029
Bank Loans		—		15,284,511		—
Collateralized Mortgage Obligations		—		9,991,334		—
Commercial Mortgage-Backed Securities		—		108,870,917		—
Corporate Bonds		—		279,680,599		—
Common Stocks		1,811,347,335		—		—
Mortgage-Backed Securities		—		308,986,331		—
Municipal Bonds		—		4,657,484		—
Non-Corporate Foreign Agencies		—		9,914,709		—
Non-Corporate Sovereign		—		743,700		—
Residential Mortgage-Backed Securities		—		8,143,701		—
U.S. Government Agency Obligations		—		24,253,872		—
U.S. Government Treasury Obligations		—		128,891,501		—
Affiliated Mutual Funds		447,063,805		—		—
		2,258,411,140		912,145,014		2,219,029
Other Financial Instruments*		938,697		71,941		23,916
Total	$	2,259,349,837	$	912,216,955	$	2,242,945

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Asset-Backed Securities			Other Financial Instruments*
Balance as of 12/31/08	$	—		$	1,511,232
Realized gain (loss)		—			—	**
Change in unrealized appreciation (depreciation)		(933	)		(1,487,316	)
Earned accretion/amortization		933			—
Net purchases (sales)		2,219,029			—
Transfers in and/or out of Level 3		—			—
Balance as of 12/31/09	$	2,219,029		$	23,916

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

** The realized gain earned during the period for other financial instruments was $1,580,082.

SEE NOTES TO FINANCIAL STATEMENTS.

A67

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Affiliated Mutual Funds (including 5.4% of collateral received for securities on loan)	15.4	%
Mortgage-Backed Securities	10.6
Oil, Gas & Consumable Fuels	6.1
U.S. Government Treasury Obligations	4.5
Computers & Peripherals	4.2
Pharmaceuticals	4.2
Commercial Mortgage-Backed Securities	3.8
Diversified Financial Services	3.1
Software	2.6
Aerospace & Defense	2.4
Diversified Telecommunication Services	2.2
Semiconductors & Semiconductor Equipment	2.1
Banking	1.9
Household Products	1.8
Capital Markets	1.7
Media	1.6
Beverages	1.5
Healthcare Equipment & Supplies	1.5
Specialty Retail	1.5
Industrial Conglomerates	1.4
Insurance	1.4
Commercial Banks	1.3
Tobacco	1.3
Communications Equipment	1.2
Food & Staples Retailing	1.2
Healthcare Providers & Services	1.2
IT Services	1.2
Food Products	1.1
Internet Software & Services	1.1
Air Freight & Logistics	1.0
Chemicals	1.0
Electric	1.0
Consumer Finance	0.9
Metals & Mining	0.9
Electrical Utilities	0.8
Multiline Retail	0.8
Telecommunications	0.8
U.S. Government Agency Obligations	0.8
Biotechnology	0.7
Energy Equipment & Services	0.7
Healthcare & Pharmaceutical	0.7
Life Sciences Tools & Services	0.7
Machinery	0.7
Real Estate Investment Trusts	0.7

Multi-Utilities	0.6	%
Retailers	0.6
Textiles, Apparel & Luxury Goods	0.6
Asset-Backed Securities	0.5
Automobiles	0.5
Electronic Equipment & Instruments	0.5
Hotels, Restaurants & Leisure	0.5
Technology	0.5
Cable	0.4
Collateralized Mortgage Obligations	0.4
Foods	0.4
Household Durables	0.4
Non-Captive Finance	0.4
Auto Components	0.3
Containers & Packaging	0.3
Independent Power Producers & Energy Traders	0.3
Media & Entertainment	0.3
Non-Corporate Foreign Agencies	0.3
Professional Services	0.3
Residential Mortgage-Backed Securities	0.3
Road & Rail	0.3
Airlines	0.2
Commercial Services & Supplies	0.2
Consumer	0.2
Energy – Other	0.2
Healthcare Insurance	0.2
Lodging	0.2
Metals	0.2
Municipal Bonds	0.2
Pipelines & Other	0.2
Trading Companies & Distributors	0.2
Building Materials & Construction	0.1
Building Products	0.1
Capital Goods	0.1
Diversified Consumer Services	0.1
Electrical Equipment	0.1
Energy – Integrated	0.1
Gas Utilities	0.1
Leisure Equipment & Products	0.1
Office Electronics	0.1
Paper	0.1
Railroads	0.1
Wireless Telecommunication Services	0.1
	109.2
Liabilities in excess of other assets	(9.2	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A68

	FLEXIBLE MANAGED PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The Portfolio invested in derivative instruments during the reporting period. The primary types of risk associated with these derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative Instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Credit contracts	Premium paid for swap agreements	$	192,729		Premium received for swap agreements	$	85,932
Credit contracts	Unrealized appreciation on swaps		1,723,076		Unrealized depreciation on swaps		1,538,863
Equity contracts	Due to broker—variation margin		791,363	*	—		—
Interest rate contracts	Due to broker—variation margin		1,895,545	*	Due to broker—variation margin		1,748,211	*
Interest rate contracts	Unrealized appreciation on swaps		172,008		Unrealized depreciation on swaps		260,364
Total		$	4,774,721			$	3,633,370

* Includes cumulative appreciation/depreciation on futures contracts as reported in Schedule of Investments. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures		Swaps	Purchased Options			Written Options		Total
Credit contracts	$	—	$   882,749	$	—		$	—	$	882,749
Equity contracts		9,211,850	—		—			—		9,211,850
Interest rate contracts		4,606,026	270,773		(119,911	)		43,436		4,800,324
Total	$	13,817,876	$1,153,522	$	(119,911	)	$	43,436	$	14,894,923

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures			Swaps			Total
Credit contracts	$	—		$	(5,660,170	)	$	(5,660,170	)
Equity contracts		708,263			—			708,263
Interest rate contracts		(2,524,923	)		27,961			(2,496,962	)
Total	$	(1,816,660	)	$	(5,632,209	)	$	(7,448,869	)

For the year ended December 31, 2009, the Portfolio’s average volume of derivative activities is as follows:

Purchased Options (Cost)	Written Options (Premium Received)	Futures Long Position (Value at Trade Date)	Futures Short Position (Value at Trade Date)
$7,889	$3,221	$165,681,351	$10,767,010

Interest Rate Swaps (Notional Amount in USD (000))	Credit Default Swaps as Buyer (Notional Amount in USD (000))	Credit Default Swaps as Writer (Notional Amount in USD (000))
$12,686	$39,281	$968

SEE NOTES TO FINANCIAL STATEMENTS.

A69

FLEXIBLE MANAGED PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $149,443,792:
Unaffiliated investments (cost $2,415,172,482)	$	2,725,711,378
Affiliated investments (cost $469,753,234)		447,063,805
Receivable for investments sold		110,554,208
Dividends and interest receivable		10,181,644
Unrealized appreciation on swaps		1,895,084
Foreign tax reclaim receivable		512,246
Premium paid for swap agreements		192,729
Receivable for Series shares sold		1,735
Prepaid expenses		36,816
Total Assets		3,296,149,645
LIABILITIES
Payable for investments purchased		224,009,915
Collateral for securities on loan		156,084,644
Payable to custodian		5,636,062
Unrealized depreciation on swaps		1,799,227
Management fee payable		1,478,287
Due to broker-variation margin		594,568
Accrued expenses and other liabilities		265,490
Payable for Series shares repurchased		202,147
Premium received for swap agreements		85,932
Affiliated transfer agent fee payable		595
Total Liabilities		390,156,867
NET ASSETS	$	2,905,992,778
Net assets were comprised of:
Paid-in capital	$	3,135,070,544
Retained earnings		(229,077,766	)
Net assets, December 31, 2009	$	2,905,992,778
Net asset value and redemption price per share, $2,905,992,778 / 203,489,907 outstanding shares of beneficial interest	$	14.28

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of foreign withholding taxes of $253)	$	39,107,636
Unaffiliated interest		38,949,481
Affiliated dividend income		3,332,189
Affiliated income from securities loaned, net		936,691
		82,325,997
EXPENSES
Management fee		15,765,657
Shareholders’ reports		295,000
Custodian’s fees and expenses		280,000
Insurance expenses		49,000
Trustees’ fees		43,000
Audit fee		41,000
Commitment fee on syndicated credit agreement		22,000
Legal fees and expenses		18,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Miscellaneous		23,669
Total expenses		16,547,326
NET INVESTMENT INCOME		65,778,671
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES
Net realized gain (loss) on:
Investment transactions (including affiliated: $(1,632,891))		(222,070,573	)
Futures transactions		13,817,876
Swap agreement transactions		1,153,522
Foreign currency transactions		1,607
Written options transactions		43,436
		(207,054,132	)
Net change in unrealized appreciation (depreciation) on:
Investments (including affiliated: $21,958,534)		636,736,075
Futures		(1,816,660	)
Swaps		(5,632,209	)
Foreign currencies		13,970
		629,301,176
NET GAIN ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES		422,247,044
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	488,025,715

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	65,778,671		$	91,569,165
Net realized loss on investments, swaps and foreign currencies		(207,054,132	)		(353,630,781	)
Net change in unrealized appreciation (depreciation) on investments, swaps and foreign currencies		629,301,176			(627,558,587	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		488,025,715			(889,620,203	)
DISTRIBUTIONS		(91,535,531	)		(353,573,797	)
SERIES SHARE TRANSACTIONS:
Series shares sold [1,203,125 and 1,347,523 shares, respectively]		15,189,643			19,045,784
Series shares issued in reinvestment of dividends and distributions [7,405,787 and 22,635,967 shares, respectively]		91,535,531			353,573,797
Series shares repurchased [17,489,813 and 14,641,462 shares, respectively]		(218,829,963	)		(224,142,062	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(112,104,789	)		148,477,519
TOTAL INCREASE (DECREASE) IN NET ASSETS		284,385,395			(1,094,716,481	)
NET ASSETS:
Beginning of year		2,621,607,383			3,716,323,864
End of year	$	2,905,992,778		$	2,621,607,383

SEE NOTES TO FINANCIAL STATEMENTS.

A70

	GLOBAL PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 96.6%
COMMON STOCKS — 96.5%	Shares	Value (Note 2)
Australia — 2.9%
Amcor Ltd.	182,500	$	1,016,039
AWB Ltd.(a)	543,000		547,789
BHP Billiton Ltd., ADR(b)	22,684		1,737,141
BHP Billiton PLC, ADR	59,100		3,773,535
BlueScope Steel Ltd.	218,400		601,772
Challenger Financial Services Group, Ltd.	343,900		1,294,419
Downer EDI Ltd.	215,400		1,793,865
Goodman Fielder Ltd.	443,900		646,407
Macquarie Group Ltd.	21,200		908,338
Metcash Ltd.	216,600		868,512
Pacific Brands Ltd.(a)	460,600		464,618
Qantas Airways Ltd.(a)	308,500		823,107
TABCORP Holdings Ltd.	119,400		740,797
Woolworths Ltd.	52,868		1,325,970
WorleyParsons Ltd.	53,665		1,393,439
			17,935,748
Austria — 0.1%
Voestalpine AG	9,500		347,068
Belgium — 1.0%
AGFA-Gevaert NV(a)	62,200		400,949
Anheuser-Busch InBev NV	80,028		4,142,818
Delhaize Group SA	18,500		1,415,236
			5,959,003
Brazil — 2.1%
BM&F Bovespa SA	276,812		1,947,701
Itau Unibanco Holding SA, ADR(a)	119,800		2,736,232
Petroleo Brasileiro SA	98,036		2,066,020
Petroleo Brasileiro SA, ADR	108,798		5,187,489
Weg SA	117,200		1,238,645
			13,176,087
Canada — 1.9%
Brookfield Asset Management, Inc. (Class A Stock)	74,206		1,645,889
Canadian National Railway Co.	49,574		2,694,843
Goldcorp, Inc.	46,087		1,813,063
Potash Corp. of Saskatchewan, Inc.	16,880		1,831,480
Research In Motion Ltd.(a)	16,862		1,138,860
Royal Bank of Canada	30,230		1,630,226
Tim Hortons, Inc.	31,032		953,347
			11,707,708
China — 2.0%
Baidu, Inc., ADR(a)	9,599		3,947,397
China Life Insurance Co. Ltd. (Class H Stock)	407,000		1,991,563
China Overseas Land & Investment Ltd.	754,000		1,579,846
China Railway Construction Corp. Ltd. (Class H Stock)	1,081,500		1,378,105
CNOOC Ltd.	1,170,000		1,822,792
Li Ning Co. Ltd.	442,000		1,675,982
			12,395,685

COMMON STOCKS (continued)	Shares	Value (Note 2)
Denmark — 0.7%
Danisco A/S	14,500	$	967,431
Danske Bank A/S(a)	23,900		536,541
H Lundbeck A/S	49,400		892,519
Novo Nordisk A/S (Class B Stock)	33,566		2,142,911
			4,539,402
Finland — 0.5%
Nokia Oyj	83,800		1,083,532
Rautaruukki Oyj	22,300		515,833
Tieto Oyj	56,200		1,167,707
			2,767,072
France — 5.1%
Alstom SA	34,180		2,390,405
AXA SA	107,610		2,526,571
BNP Paribas	19,800		1,570,496
Casino Guichard Perrachon SA	14,200		1,265,150
Credit Agricole SA	29,400		515,965
France Telecom SA	42,900		1,071,996
Iliad SA	14,445		1,726,234
Lagardere SCA	14,000		566,798
Rallye SA	13,400		468,098
Safran SA	72,500		1,416,598
Sanofi-Aventis SA	43,600		3,428,824
Schneider Electric SA	19,669		2,286,965
SCOR SE	28,000		703,417
Thales SA	22,500		1,156,393
Total SA	27,900		1,792,014
Total SA, ADR(a)	68,700		4,399,548
Vinci SA	39,660		2,231,709
Vivendi SA	65,800		1,952,924
			31,470,105
Germany — 3.5%
Aurubis AG	10,300		441,075
BASF SE	32,400		2,018,176
Deutsche Bank AG	11,600		822,891
Deutsche Lufthansa AG	51,700		874,106
E.ON AG	110,270		4,609,475
Hannover Rueckversicherung AG(a)	11,800		553,322
MAN SE	22,984		1,781,084
MTU Aero Engines Holding AG	28,100		1,522,921
Muenchener Rueckversicherungs AG	12,000		1,872,555
Rheinmetall AG	11,800		744,144
RWE AG	9,300		906,079
SAP AG	47,182		2,254,765
Suedzucker AG	21,000		437,846
Thomas Cook Group PLC	164,000		605,845
ThyssenKrupp AG	45,900		1,737,248
Vossloh AG	4,300		427,493
			21,609,025
Greece
Alpha Bank A.E.(a)	13,000		151,700
Hong Kong — 1.0%
Chaoda Modern Agriculture Holdings Ltd.	966,070		1,028,374
Li & Fung Ltd.	432,000		1,786,077
Noble Group Ltd.	1,586,000		3,637,890
			6,452,341

SEE NOTES TO FINANCIAL STATEMENTS.

A71

	GLOBAL PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
India — 1.0%
HDFC Bank, Ltd., ADR(b)	7,809	$	1,015,795
Infosys Technologies Ltd., ADR	43,025		2,377,992
Vedanta Resources PLC	60,069		2,512,433
			5,906,220
Indonesia — 0.2%
Bank Rakyat Indonesia	1,825,000		1,466,813
Ireland — 0.8%
Allied Irish Banks PLC(a)	42,100		72,030
Bank of Ireland (Governor & Co.)(a)	83,300		157,650
CRH PLC(a)	82,774		2,250,575
Irish Life & Permanent PLC(a)	51,300		225,878
Ryanair Holdings PLC, ADR(a)	73,855		1,980,791
			4,686,924
Israel — 0.6%
Teva Pharmaceutical Industries Ltd., ADR(a)	66,065		3,711,532
Italy — 1.4%
Banco Popolare SC(a)	38,200		286,163
Ciments Francais SA	5,200		550,929
Enel SpA	184,700		1,069,299
ENI SpA	89,300		2,274,094
Finmeccanica SpA	20,900		334,627
Fondiaria-Sai SpA	19,900		316,358
Saipem SpA	80,132		2,765,388
Telecom Italia SpA	796,300		1,242,184
			8,839,042
Japan — 8.3%
Aeon Credit Service Co. Ltd.	16,100		155,430
Alpine Electronics, Inc.(a)	41,600		441,189
Aoyama Trading Co. Ltd.	52,100		665,023
Astellas Pharma, Inc.	41,200		1,537,125
Canon, Inc.	58,100		2,471,485
Circle K Sunkus Co. Ltd.	46,900		578,546
COMSYS Holdings Corp.	72,800		765,831
Daikin Industries Ltd.	41,400		1,635,185
Fast Retailing Co. Ltd.	7,200		1,353,164
Fukuoka Financial Group, Inc.	158,000		550,630
Hitachi Capital Corp.	49,400		600,621
Honda Motor Co. Ltd.	79,400		2,693,938
Hoya Corp.	64,100		1,710,350
Itochu Techno-Solutions Corp.	26,200		703,561
Jupiter Telecommunications Co. Ltd.	1,674		1,656,465
KDDI Corp.	200		1,059,343
Keihin Corp.	78,900		1,179,469
Keyence Corp.	10,400		2,158,454
Konami Corp.	10,300		183,900
Kurabo Industries Ltd.	173,100		263,779
Kurita Water Industries Ltd.	69,400		2,180,377
Kyoei Steel Ltd.	42,800		788,790
Kyowa Exeo Corp.	56,000		476,489
Marubeni Corp.	271,000		1,496,998
Mitsubishi Corp.	135,400		3,372,623
Mitsui & Co. Ltd.	66,000		936,284
Mizuho Financial Group, Inc.	198,100		356,244
Nifco, Inc.	31,000		619,261

COMMON STOCKS (continued)	Shares	Value (Note 2)
Japan (continued)
Nippon Electric Glass Co., Ltd.	107,000	$	1,472,735
Nippon Express Co. Ltd.	160,000		660,761
Nippon Light Metal Co. Ltd.(a)	195,000		168,094
Nippon Oil Corp.	240,600		1,115,448
Nippon Shokubai Co. Ltd.	161,000		1,384,011
Nippon Telegraph & Telephone Corp.	37,000		1,461,614
Nissan Motor Co. Ltd.(a)	53,400		469,275
NTT DoCoMo, Inc.	1,100		1,535,037
Ricoh Co. Ltd.	52,000		745,096
Sankyu, Inc.	210,000		1,080,201
Sanwa Holdings Corp.	281,000		720,042
Seiko Epson Corp.,	17,100		276,343
Seino Holdings Corp.	65,000		412,586
Shimachu Co. Ltd.	30,700		605,048
Sumitomo Corp.	115,400		1,175,089
Sumitomo Mitsui Financial Group, Inc.	59,300		1,701,636
Sumitomo Trust & Banking Co. Ltd. (The)	67,000		328,972
Takeda Pharmaceutical Co. Ltd.	39,900		1,643,930
Terumo Corp.	27,500		1,657,422
Yokohama Rubber Co. Ltd. (The)	59,600		263,481
			51,467,375
Liechtenstein
Verwaltungs- und Privat-Bank AG	2,578		253,289
Mexico — 0.1%
Wal-Mart de Mexico SAB de CV, Ser. V	90,700		404,205
Netherlands — 2.5%
Aegon NV(a)	56,800		363,724
ASM Pacific Technology Ltd.	85,900		812,155
Brit Insurance Holdings NV	227,200		717,535
CSM	32,790		861,283
European Aeronautic Defence and Space Co. NV	41,900		842,237
ING Groep NV(a)	62,700		603,825
Koninklijke DSM NV	31,100		1,528,050
Nutreco Holding NV	9,400		528,376
OCE NV(a)	53,300		653,473
QIAGEN NV(a)	76,936		1,731,528
Royal Dutch Shell PLC, ADR(b)	35,150		2,112,866
Royal Dutch Shell PLC (Class B Stock)	162,200		4,723,777
			15,478,829
New Zealand — 0.1%
Air New Zealand Ltd.	737,900		647,599
Fisher & Paykel Appliances Holdings Ltd.	85,100		35,706
			683,305
Norway — 0.4%
DnB NOR ASA(a)	67,200		725,473
Norsk Hydro ASA(a)	54,500		457,823
Statoil ASA	45,100		1,124,777
			2,308,073
Portugal — 0.2%
Banco Espirito Santo SA	43,600		283,966
Portugal Telecom SGPS SA	89,600		1,093,306
			1,377,272

SEE NOTES TO FINANCIAL STATEMENTS.

A72

	GLOBAL PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Singapore — 0.7%
CapitaLand Ltd.	666,000	$	1,975,730
MobileOne Ltd.	390,330		524,738
Singapore Airlines Ltd.(a)	72,000		762,550
Wilmar International Ltd.	183,000		832,103
			4,095,121
South Africa — 0.4%
Naspers Ltd. (Class N Stock)	60,800		2,460,586
Spain — 2.8%
Banco Bilbao Vizcaya Argentaria SA	114,000		2,077,651
Banco Espanol de Credito SA	71,978		881,738
Banco Santander SA	371,208		6,134,083
Inditex SA	40,797		2,547,872
Repsol YPF SA	66,100		1,773,765
Telefonica SA	144,788		4,052,474
			17,467,583
Sweden — 0.3%
Svenska Handelsbanken AB (Class A Stock)	73,200		2,085,454
Switzerland — 4.5%
ABB Ltd.(a)	102,769		1,980,290
Actelion Ltd.(a)	28,971		1,547,353
Baloise-Holding AG	14,600		1,212,199
Clariant AG(a)	103,700		1,226,264
Credit Suisse Group AG	86,887		4,304,501
Georg Fischer AG(a)	2,000		499,077
Julius Baer Group Ltd.	25,075		881,849
Nestle SA	45,532		2,209,833
Novartis AG	36,200		1,976,855
Philip Morris International, Inc.	22,500		1,084,275
Rieter Holding AG(a)	2,200		496,916
Roche Holding AG	16,639		2,845,483
Sonova Holding AG	7,442		901,599
Swiss Reinsurance Co. Ltd.	18,700		895,817
Swisscom AG	6,200		2,367,858
Zurich Financial Services AG	17,068		3,731,470
			28,161,639
Taiwan — 0.5%
MediaTek, Inc.	95,190		1,653,884
Taiwan Semiconductor Manufacturing Co. Ltd.	769,294		1,550,493
			3,204,377
Turkey — 0.2%
Turkiye Garanti Bankasi AS	341,048		1,452,833
United Kingdom — 9.5%
AMEC PLC	93,814		1,195,234
Amlin PLC	139,217		803,852
AstraZeneca PLC	71,500		3,360,296
Autonomy Corp. PLC(a)	88,272		2,143,630
Aviva PLC	118,200		751,886
Barclays PLC	753,129		3,318,626
Beazley PLC	360,794		580,742
BG Group PLC	178,982		3,231,744
BP PLC	472,900		4,566,397
British Sky Broadcasting Group PLC	317,999		2,872,420

COMMON STOCKS (continued)	Shares	Value (Note 2)
United Kingdom (continued)
BT Group PLC	602,100	$	1,311,269
Cairn Energy PLC(a)	257,990		1,381,093
Capita Group PLC (The)	124,631		1,506,973
Centrica PLC	88,100		399,052
Davis Service Group PLC	24,300		155,882
Drax Group PLC	94,500		630,015
DS Smith PLC	230,900		472,265
Experian PLC	130,380		1,287,853
GlaxoSmithKline PLC	118,600		2,515,014
HSBC Holdings PLC	142,465		1,620,531
HSBC Holdings PLC, ADR	52,000		2,968,680
IMI PLC	145,600		1,214,492
Legal & General Group PLC	624,000		802,758
Lloyds Banking Group PLC(a)	381,679		307,090
Marston’s PLC	339,130		480,020
Meggitt PLC	216,200		905,082
Northern Foods PLC	211,500		226,859
Old Mutual PLC(a)	527,200		923,229
Petrofac Ltd.	84,242		1,410,203
Reckitt Benckiser Group PLC	55,975		3,029,927
Rolls-Royce Group PLC(a)	332,964		2,592,927
Rolls-Royce Group PLC (Class C Stock)(a)	19,241,880		31,079
Rotork PLC	43,573		832,595
Royal Bank of Scotland Group PLC(a)	263,527		122,332
RSA Insurance Group PLC	300,200		583,222
Spectris PLC	98,200		1,168,025
Standard Chartered PLC	70,424		1,777,914
Tate & Lyle PLC	127,900		889,597
Tomkins PLC	201,400		625,855
Tullow Oil PLC	92,806		1,947,106
Vodafone Group PLC	751,500		1,740,254
			58,684,020
United States — 41.2%
3M Co.	30,050		2,484,234
Abbott Laboratories	92,880		5,014,591
Adobe Systems, Inc.(a)	47,969		1,764,300
Alcoa, Inc.	45,800		738,296
Altria Group, Inc.	48,100		944,203
Amazon.com, Inc.(a)	24,679		3,319,819
American Express Co.	123,225		4,993,077
American Tower Corp. (Class A Stock)(a)	59,275		2,561,273
Ameriprise Financial, Inc.	52,800		2,049,696
Amgen, Inc.(a)	25,750		1,456,677
Analog Devices, Inc.,	41,500		1,310,570
Apple, Inc.(a)(b)	33,504		7,064,653
AT&T, Inc.	143,900		4,033,517
Avon Products, Inc.	23,900		752,850
Baker Hughes, Inc.(b)	55,450		2,244,616
Bank of America Corp.	304,400		4,584,264
Bank of New York Mellon Corp. (The)	29,800		833,506
Cablevision Systems Corp. (Class A Stock)	95,300		2,460,646
CenterPoint Energy, Inc.	35,400		513,654
Chevron Corp.	58,150		4,476,969

SEE NOTES TO FINANCIAL STATEMENTS.

A73

	GLOBAL PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
United States (continued)
Citigroup, Inc.	172,200	$	569,982
Coca-Cola Co. (The)(b)	12,850		732,450
Covidien PLC	49,500		2,370,555
Dell, Inc.(a)	125,600		1,803,616
DIRECTV (Class A Stock)(a)	36,374		1,213,073
Dow Chemical Co. (The)	193,073		5,334,607
E.I. du Pont de Nemours & Co.,	47,200		1,589,224
Eli Lilly & Co.	10,600		378,526
Entergy Corp.	26,950		2,205,588
EOG Resources, Inc.,	28,079		2,732,087
Exxon Mobil Corp.	61,800		4,214,142
Fifth Third Bancorp	93,900		915,525
Fortune Brands, Inc.	42,350		1,829,520
General Dynamics Corp.,	79,103		5,392,452
General Electric Co.	192,200		2,907,986
Gilead Sciences, Inc.(a)	67,568		2,924,343
Goldman Sachs Group, Inc. (The)	35,559		6,003,781
Google, Inc. (Class A Stock)(a)	12,466		7,728,671
H&R Block, Inc.	62,200		1,406,964
Home Depot, Inc.	123,800		3,581,534
Honeywell International, Inc.	31,900		1,250,480
Illinois Tool Works, Inc.	52,650		2,526,674
International Business Machines Corp.	57,718		7,555,286
International Paper Co.	85,300		2,284,334
Johnson & Johnson	97,263		6,264,710
JPMorgan Chase & Co.	218,723		9,114,187
KeyCorp,	189,600		1,052,280
Kraft Foods, Inc. (Class A Stock)	31,500		856,170
Liberty Media Corp. — Starz, Ser. Z(a)	15,750		726,863
Lockheed Martin Corp.	11,100		836,385
Marsh & McLennan Cos., Inc.	99,400		2,194,752
Mastercard, Inc. (Class A Stock)	16,353		4,186,041
McDonald’s Corp.	93,280		5,824,403
Merck & Co., Inc.	206,017		7,527,861
Microsoft Corp.	148,200		4,518,618
Morgan Stanley	39,100		1,157,360
Murphy Oil Corp.	40,750		2,208,650
National Oilwell Varco, Inc.(a)	38,010		1,675,861
Newell Rubbermaid, Inc.	87,100		1,307,371
NiSource, Inc.,	64,600		993,548
Nordstrom, Inc.,(b)	27,195		1,021,988
Norfolk Southern Corp.	33,515		1,756,856
NRG Energy, Inc.(a)	30,300		715,383
Pfizer, Inc.	153,300		2,788,527
Pinnacle West Capital Corp.	25,000		914,500
PPG Industries, Inc.	38,166		2,234,238
Praxair, Inc.	56,606		4,546,028
priceline.com, Inc.(a)	5,011		1,094,904
Procter & Gamble Co. (The)	27,150		1,646,104
QUALCOMM, Inc.	98,758		4,568,545
Qwest Communications International, Inc.	133,800		563,298
Raytheon Co.	34,050		1,754,256
Schlumberger Ltd.	12,300		800,607
SLM Corp.(a)	102,000		1,149,540
Southwest Airlines Co.	273,800		3,129,534

COMMON STOCKS (continued)	Shares	Value (Note 2)
United States (continued)
Spectra Energy Corp.	101,400	$	2,079,714
Sprint Nextel Corp.,(a)	340,900		1,247,694
St Joe Co. (The)(a)(b)	48,500		1,401,165
State Street Corp.	43,400		1,889,636
Sunoco, Inc.	26,600		694,260
Time Warner Cable, Inc.	36,800		1,523,152
Time Warner, Inc.	89,700		2,613,858
Transocean Ltd.(a)	68,376		5,661,533
Tyco Electronics Ltd.	76,600		1,880,530
Tyco International Ltd.	48,200		1,719,776
U.S. Bancorp	179,359		4,037,371
Union Pacific Corp.	116,691		7,456,555
Verizon Communications, Inc.	27,100		897,823
Visa, Inc. (Class A Stock)(b)	47,922		4,191,258
Wal-Mart Stores, Inc.	39,350		2,103,257
Waste Management, Inc.(b)	39,300		1,328,733
Wells Fargo & Co.	189,948		5,126,697
Western Union Co. (The)	89,700		1,690,845
Weyerhaeuser Co.	55,150		2,379,171
Wynn Resorts Ltd.(a)	30,288		1,763,670
Yahoo!, Inc.(a)	85,202		1,429,689
			255,298,566
TOTAL COMMON STOCKS (cost $542,348,854)			598,004,002
PREFERRED STOCKS — 0.1%
United States
Bank of America Corp	8,300		123,836
Wells Fargo & Co.	23,175		595,598
TOTAL PREFERRED STOCKS (cost $569,801)			719,434
TOTAL LONG-TERM INVESTMENTS (cost $542,918,655)			598,723,436
SHORT-TERM INVESTMENT — 6.3%
Affiliated Money Market Mutual Fund
Dryden Core Investment Fund — Taxable Money Market Series (cost $38,613,062; includes $23,197,723 of cash collateral received for securities on loan) (Note 4)(c)(d)	38,613,062		38,613,062
TOTAL INVESTMENTS(e) — 102.9% (cost $581,531,717)			637,336,498
LIABILITIES IN EXCESS OF OTHER ASSETS — (2.9)%			(17,805,028	)
NET ASSETS — 100.0%		$	619,531,470

The following abbreviation is used in portfolio descriptions:

ADR American Depositary Receipt

SEE NOTES TO FINANCIAL STATEMENTS.

A74

	GLOBAL PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

(a) Non-income producing security.

(b) All or a portion of security is on loan. The aggregate market value of such securities is $22,543,645; cash collateral of $23,197,723 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(c) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(d) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

(e) As of December 31, 2009, 215 securities representing $287,394,956 and 46.4% of the net assets were fair valued in accordance with the policies adopted by the Board of Trustees.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

Investments in Securities	Level 1		Level 2		Level 3
Common Stocks
Australia	$	5,510,676	$	12,425,072	$	—
Austria		—		347,068		—
Belgium		—		5,959,003		—
Brazil		13,176,087		—		—
Canada		11,707,708		—		—
China		3,947,397		8,448,288		—
Denmark		—		4,539,402		—
Finland		—		2,767,072		—
France		4,399,548		27,070,557		—
Germany		—		21,609,025		—
Greece		—		151,700		—
Hong Kong		—		6,452,341		—
India		3,393,787		2,512,433		—
Indonesia		—		1,466,813		—
Ireland		1,980,791		2,706,133		—
Israel		3,711,532		—		—
Italy		—		8,839,042		—
Japan		—		51,467,375		—
Liechtenstein		—		253,289		—
Mexico		404,205		—		—
Netherlands		2,112,866		13,365,963		—
New Zealand		—		683,305		—
Norway		—		2,308,073		—
Portugal		—		1,377,272		—
Singapore		—		4,095,121		—
South Africa		—		2,460,586		—
Spain		—		17,467,583		—
Sweden		—		2,085,454		—
Switzerland		1,966,124		26,195,515		—
Taiwan		—		3,204,377		—
Turkey		—		1,452,833		—
United Kingdom		2,968,680		55,715,340		—
United States		255,298,566		—		—
Preferred Stock
United States		719,434		—		—
Affiliated Money Market Mutual Fund		38,613,062		—		—
		349,910,463		287,426,035		—
Other Financial Instruments*		—		—		—
Total	$	349,910,463	$	287,426,035	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

SEE NOTES TO FINANCIAL STATEMENTS.

A75

	GLOBAL PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Common Stock			Preferred Stock
Balance as of 12/31/08	$	102,852		$	295,558
Realized gain (loss)		—			—
Change in unrealized appreciation (depreciation)		—			—
Net purchases (sales)		—			—
Transfers in and/or out of Level 3		(102,852	)		(295,558	)
Balance as of 12/31/09	$	—		$	—

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Oil, Gas & Consumable Fuels	9.0	%
Commercial Banks	7.7
Pharmaceuticals	7.4
Affiliated Money Market Mutual Fund (including 3.7% of collateral received for securities on loan)	6.2
Chemicals	3.6
Insurance	3.5
Diversified Telecommunication	3.2
Capital Markets	3.1
Diversified Financial Services	3.1
Aerospace & Defense	2.9
Media	2.9
Energy Equipment & Services	2.8
Computers & Peripherals	2.7
IT Services	2.3
Road & Rail	2.3
Metals & Mining	2.2
Internet Software & Services	2.1
Food Products	1.7
Hotels, Restaurants & Leisure	1.7
Software	1.7
Trading Companies & Distributors	1.7
Machinery	1.6
Electronic Equipment & Instruments	1.5
Electric Utilities	1.4
Industrial Conglomerates	1.4
Wireless Telecommunication Services	1.4
Airlines	1.3
Food & Staples Retailing	1.3
Specialty Retail	1.3
Communications Equipment	1.1
Consumer Finance	1.1

Electrical Equipment	1.1	%
Real Estate Management & Development	1.1
Biotechnology	1.0
Semiconductors & Semiconductor Equipment	0.9
Beverages	0.8
Construction & Engineering	0.8
Healthcare Equipment & Supplies	0.8
Household Products	0.8
Commercial Services & Supplies	0.7
Internet & Catalog Retail	0.7
Paper & Forest Products	0.7
Household Durables	0.6
Office Electronics	0.6
Automobiles	0.5
Building Products	0.5
Multi-Utilities	0.5
Construction Materials	0.4
Distributors	0.4
Auto Components	0.3
Gold	0.3
Life Sciences Tools & Services	0.3
Textiles, Apparel & Luxury Goods	0.3
Tobacco	0.3
Containers & Packaging	0.2
Diversified Consumer Services	0.2
Independent Power Producers & Energy Traders	0.2
Multiline Retail	0.2
Professional Services	0.2
Healthcare Technology	0.1
Personal Products	0.1
	102.8
Liabilities in excess of other assets	(2.8	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A76

	GLOBAL PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The Portfolio invested in various derivative instruments during the reporting period. The primary types of risk associated with derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

The Portfolio did not hold any derivative instruments as of December 31, 2009, accordingly no derivative positions were presented in the Statement of Assets and Liabilities.

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Warrant		Rights			Forward Contracts		Futures		Total
Foreign exchange contracts	$	—	$	—		$	139,834	$	—	$	139,834
Equity contracts		14,588		(1,962,957	)		—		65,736		(1,882,633	)
Total	$	14,588	$	(1,962,957	)	$	139,834	$	65,736	$	(1,742,799	)

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Forward Contracts
Foreign exchange contracts	$	31,520

For the year ended December 31, 2009, the Portfolio’s average value at settlement date payable for forward foreign currency exchange purchase contracts was $2,313,902 and the average value at settlement date receivable for forward foreign currency exchange sale contracts was $2,310,645.

SEE NOTES TO FINANCIAL STATEMENTS.

A77

GLOBAL PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $22,543,645:
Unaffiliated investments (cost $542,918,655)	$	598,723,436
Affiliated investments (cost $38,613,062)		38,613,062
Foreign currency, at value (cost $5,010,415)		4,937,937
Cash		7,020
Receivable for investments sold		1,550,569
Foreign tax reclaim receivable		1,153,373
Dividends and interest receivable		545,529
Prepaid expenses		6,078
Receivable for Series shares sold		29
Total Assets		645,537,033
LIABILITIES
Collateral for securities on loan		23,197,723
Payable for investments purchased		2,041,960
Management fee payable		393,904
Payable for Series shares repurchased		200,300
Accrued expenses and other liabilities		171,081
Affiliated transfer agent fee payable		595
Total Liabilities		26,005,563
NET ASSETS	$	619,531,470
Net assets were comprised of:
Paid-in capital	$	723,324,781
Retained earnings		(103,793,311	)
Net assets, December 31, 2009	$	619,531,470
Net asset value and redemption price per share, $619,531,470 / 37,149,452 outstanding shares of beneficial interest	$	16.68

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of foreign withholding taxes of $724,051)	$	13,689,206
Affiliated income from securities loaned, net		227,558
Affiliated dividend income		88,164
Interest		5,442
		14,010,370
EXPENSES
Management fee		4,006,515
Custodian’s fees and expenses		238,000
Shareholders’ reports		152,000
Audit fee		36,000
Trustees’ fees		15,000
Insurance expenses		13,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Legal fees and expenses		9,000
Commitment fee on syndicated credit agreement		2,000
Miscellaneous		47,866
Total expenses		4,529,381
NET INVESTMENT INCOME		9,480,989
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES
Net realized gain (loss) on:
Investment transactions		(62,900,316	)
Futures transactions		65,736
Foreign currency transactions		(1,578,682	)
		(64,413,262	)
Net change in unrealized appreciation (depreciation) on:
Investments		204,101,309
Foreign currencies		27,225
		204,128,534
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES		139,715,272
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	149,196,261

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	9,480,989		$	15,477,187
Net realized loss on investments and foreign currencies		(64,413,262	)		(101,996,224	)
Net change in unrealized appreciation (depreciation) on investments and foreign currencies		204,128,534			(316,326,272	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		149,196,261			(402,845,309	)
DISTRIBUTIONS		(15,473,292	)		(61,349,073	)
SERIES SHARE TRANSACTIONS:
Series shares sold [944,130 and 1,400,663 shares, respectively]		13,276,492			27,172,912
Series shares issued in reinvestment of dividends and distributions [1,100,519 and 2,931,155 shares, respectively]		15,473,292			61,349,073
Series shares repurchased [4,117,959 and 5,123,305 shares, respectively]		(55,673,306	)		(96,604,973	)
NET DECREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(26,923,522	)		(8,082,988	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		106,799,447			(472,277,370	)
NET ASSETS:
Beginning of year		512,732,023			985,009,393
End of year	$	619,531,470		$	512,732,023

SEE NOTES TO FINANCIAL STATEMENTS.

A78

	GOVERNMENT INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 94.8%	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Asset-Backed Securities — 2.1%
Citibank Credit Card Issuance Trust,
Ser. 2007-A8, Class A8	5.650%	09/20/19	$	1,500	$	1,624,771
Small Business Administration Participation Certificates,
Ser. 1996-20J, Class 1	7.200%	10/01/16		1,895		2,053,713
Ser. 1997-20A, Class 1	7.150%	01/01/17		1,512		1,649,675
Ser. 1997-20G, Class 1	6.850%	07/01/17		677		721,576
Ser. 1998-20I, Class 1	6.000%	09/01/18		1,529		1,639,058
						7,688,793
Collateralized Mortgage Obligations — 3.7%
Federal Home Loan Mortgage Corp.,
Ser. 2002-2496, Class PM	5.500%	09/15/17		2,775		2,938,133
Ser. 2002-2501, Class MC	5.500%	09/15/17		1,076		1,144,635
Ser. 2002-2513, Class HC	5.000%	10/15/17		2,339		2,476,624
Ser. 2002-2518, Class PV	5.500%	06/15/19		1,920		2,028,261
Federal National Mortgage Association,
Ser. 2002-18, Class PC	5.500%	04/25/17		3,487		3,673,382
Ser. 2002-57, Class ND	5.500%	09/25/17		1,178		1,251,461
Merrill Lynch Mortgage Investors, Inc.,
Ser. 2003-E, Class A1(a)	0.541%	10/25/28		112		96,085
Structured Adjustable Rate Mortgage Loan Trust,
Ser. 2004-1, Class 4A3(a)	3.586%	02/25/34		378		312,890
						13,921,471
Commercial Mortgage-Backed Securities — 8.5%
Bear Stearns Commercial Mortgage Securities, Inc.,
Ser. 2004-T16, Class A5	4.600%	02/13/46		4,200		4,096,276
Ser. 2006-PW11, Class A4(a)	5.456%	03/11/39		860		840,589
Ser. 2006-T22, Class A4(a)	5.463%	04/12/38		2,825		2,844,214
Commercial Mortgage Loan Trust,
Ser. 2008-LS1, Class A2(a)	6.019%	12/10/49		1,230		1,261,699
CW Capital Cobalt Ltd.,
Ser. 2007-C3, Class A3(a)	5.820%	05/15/46		1,300		1,258,600
Greenwich Capital Commercial Funding Corp.,
Ser. 2007-GG9, Class A2	5.381%	03/10/39		2,415		2,446,512
Merrill Lynch Mortgage Trust,
Ser. 2006-C1, Class ASB(a)	5.656%	05/12/39		1,500		1,504,155
Merrill Lynch/Countrywide Commercial Mortgage Trust,
Ser. 2007-9, Class A2	5.590%	09/12/49		3,000		3,032,075
Morgan Stanley Capital I,
Ser. 2005-IQ9, Class AAB	4.510%	07/15/56		2,500		2,523,433
Ser. 2005-T19, Class AAB	4.852%	06/12/47		1,375		1,393,552
Ser. 2006-IQ11, Class A4(a)	5.770%	10/15/42		2,800		2,769,964
Wachovia Bank Commercial Mortgage Trust,
Ser. 2006-C25, Class A4(a)	5.740%	05/15/43		2,000		1,970,573
Ser. 2006-C27, Class A2	5.624%	07/15/45		3,000		3,071,287
Ser. 2007-C33, Class A3(a)	5.902%	02/15/51		3,000		2,950,483
						31,963,412
Corporate Bond — 0.3%
DEPFA ACS Bank (Ireland), Covered Notes, 144A	5.125%	03/16/37		1,520		1,117,170
Mortgage-Backed Securities — 42.5%
Federal Home Loan Mortgage Corp.(a)	2.761%	05/01/34		1,046		1,072,362
Federal Home Loan Mortgage Corp.(h)	4.500%	TBA 15 Year		3,500		3,596,250
Federal Home Loan Mortgage Corp.	5.000%	06/01/33-05/01/34		7,725		7,949,480
Federal Home Loan Mortgage Corp.(h)	5.000%	TBA 30 Year		9,500		9,740,464
Federal Home Loan Mortgage Corp.	5.500%	05/01/37-05/01/38		3,816		4,002,669
Federal Home Loan Mortgage Corp.(h)	5.500%	TBA 30 Year		9,000		9,427,500

SEE NOTES TO FINANCIAL STATEMENTS.

A79

	GOVERNMENT INCOME PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
Mortgage-Backed Securities (continued)
Federal Home Loan Mortgage Corp.	6.000%	09/01/34	$	498	$	531,593
Federal Home Loan Mortgage Corp.	6.500%	01/01/11-09/01/32		355		379,153
Federal Home Loan Mortgage Corp.	7.000%	08/01/11-10/01/32		142		151,763
Federal National Mortgage Association(a)	2.602%	07/01/33		2,920		3,000,816
Federal National Mortgage Association(a)	2.764%	06/01/34		907		929,779
Federal National Mortgage Association(a)	3.673%	04/01/34		842		871,392
Federal National Mortgage Association(a)	3.680%	04/01/34		384		397,096
Federal National Mortgage Association(h)	4.000%	TBA 15 Year		500		501,172
Federal National Mortgage Association(h)	4.000%	TBA 30 Year		2,000		1,930,624
Federal National Mortgage Association(a)	4.029%	08/01/33		1,868		1,900,612
Federal National Mortgage Association(h)	4.500%	TBA 30 Year		2,000		1,996,250
Federal National Mortgage Association	5.000%	07/01/18-05/01/36		12,554		13,055,092
Federal National Mortgage Association(h)	5.000%	TBA 30 Year		13,000		13,339,222
Federal National Mortgage Association	5.500%	01/01/17-05/01/37		29,053		30,536,409
Federal National Mortgage Association(h)	5.500%	TBA 15 Year		4,500		4,758,750
Federal National Mortgage Association	6.000%	11/01/14-05/01/38		11,234		11,951,070
Federal National Mortgage Association(h)	6.000%	TBA 30 Year		14,000		14,826,868
Federal National Mortgage Association	6.260%	03/01/11		1,108		1,149,048
Federal National Mortgage Association	6.500%	01/01/15-10/01/37		5,177		5,576,501
Federal National Mortgage Association	7.000%	02/01/12-01/01/36		1,073		1,180,286
Federal National Mortgage Association	7.500%	05/01/10-10/01/12		50		52,910
Federal National Mortgage Association	8.000%	03/01/22-02/01/26		31		35,234
Federal National Mortgage Association	9.000%	02/01/25-04/01/25		165		191,019
Government National Mortgage Association(h)	4.500%	TBA 30 Year		3,500		3,496,727
Government National Mortgage Association	5.000%	07/15/33-04/15/34		3,082		3,193,397
Government National Mortgage Association	5.500%	03/15/34-03/15/36		2,729		2,875,030
Government National Mortgage Association(h)	6.000%	TBA 30 Year		2,000		2,113,124
Government National Mortgage Association	6.500%	07/15/32-08/15/32		616		663,642
Government National Mortgage Association	7.000%	03/15/23-08/15/28		1,394		1,545,736
Government National Mortgage Association	7.500%	12/15/25-02/15/26		267		300,467
Government National Mortgage Association	8.500%	09/15/24-04/15/25		285		328,699
						159,548,206
Municipal Bond — 0.2%
State of Utah, Build America Bonds, Ser. D	4.554%	07/01/24		630		616,581
U.S. Government Agency Obligations — 8.8%
Federal Farm Credit Bank(c)	4.875%	01/17/17		980		1,042,843
Federal Home Loan Banks(b)	5.000%	11/17/17		1,285		1,390,009
Federal Home Loan Banks	5.625%	06/11/21		2,015		2,193,483
Federal Home Loan Mortgage Corp.(c)	3.750%	03/27/19		1,950		1,911,821
Federal National Mortgage Association(c)	2.625%	11/20/14		3,005		2,981,699
Federal National Mortgage Association(c)	5.000%	05/11/17		4,370		4,746,698
Federal National Mortgage Association(c)	6.625%	11/15/30		1,230		1,478,224
Financing Corp. FICO,
Ser. 1P(d)	4.570%	05/11/18		4,000		2,753,748
Ser. 2P(d)	5.190%	11/30/17		2,940		2,075,081
Ser. 3P(d)	5.190%	11/30/17		3,640		2,569,149
Tennessee Valley Authority	4.500%	04/01/18		805		819,207
Tennessee Valley Authority	5.250%	09/15/39		870		862,044
Tennessee Valley Authority	5.500%	06/15/38		465		472,314
GMAC, Inc., FDIC Gtd. Notes	1.750%	10/30/12		4,415		4,386,258
Western Corporate Federal Credit Union, Gtd. Notes.	1.750%	11/02/12		3,405		3,389,712
						33,072,290
U.S. Treasury Securities — 28.7%
U.S. Treasury Bonds	3.500%	02/15/39		690		565,153
U.S. Treasury Bonds(c)	4.375%	11/15/39		4,545		4,350,419
U.S. Treasury Bonds	4.500%	02/15/36		2,510		2,472,350
U.S. Treasury Bonds(c)	4.500%	08/15/39		11,015		10,765,444

SEE NOTES TO FINANCIAL STATEMENTS.

A80

	GOVERNMENT INCOME PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

	Interest Rate	Maturity Date	Principal Amount (000)#		Value (Note 2)
U.S. Treasury Securities (continued)
U.S. Treasury Bonds	6.250%	08/15/23	$	9,555	$	11,412,253
U.S. Treasury Bonds	6.875%	08/15/25		15,000		19,038,285
U.S. Treasury Bonds	7.125%	02/15/23		630		807,975
U.S. Treasury Bonds	8.875%	08/15/17		9,900		13,494,938
U.S. Treasury Notes	2.375%	08/31/14		40,560		40,262,127
U.S. Treasury Strips Coupon(g)	4.830%	11/15/24		890		434,363
U.S. Treasury Strips Coupon(g)	4.860%	08/15/24		1,095		542,752
U.S. Treasury Strips Coupon(g)	5.270%	05/15/20		1,055		678,521
U.S. Treasury Strips Principal(g)	6.260%	02/15/23		5,540		3,021,394
						107,845,974
TOTAL LONG-TERM INVESTMENTS (cost $349,490,039)						355,773,897
			Shares
SHORT-TERM INVESTMENTS — 26.4%
AFFILIATED MUTUAL FUNDS
Dryden Core Investment Fund — Short-Term Bond Series (Note 4)(e) (cost $52,856,631)				5,353,208		45,823,462
Dryden Core Investment Fund — Taxable Money Market Series (cost $53,269,210; includes $15,593,648 of cash collateral received for securities on loan)(Note 4)(e)(f)				53,269,210		53,269,210
TOTAL AFFILIATED MUTUAL FUNDS (cost $106,125,841)						99,092,672
TOTAL INVESTMENTS, BEFORE SECURITY SOLD SHORT —121.2% (cost $455,615,880)						454,866,569
			Principal Amount (000)#
SECURITY SOLD SHORT — (1.7)%
Mortgage-Backed Security
Federal National Mortgage Association (proceeds $6,332,852)	5.500%	TBA 30 Year	$	6,000		(6,280,314	)
TOTAL INVESTMENTS, NET OF SECURITY SOLD SHORT — 119.5% (cost $449,283,028)						448,586,255
LIABILITIES IN EXCESS OF OTHER ASSETS(i) — (19.5)%						(73,195,863	)
NET ASSETS — 100.0%					$	375,390,392

The following abbreviations are used in portfolio descriptions:

144A	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
FDIC	Federal Deposit Insurance Corporation
FICO	Financing Corporation
TBA	To Be Announced

# Principal amount shown in U.S. dollars unless otherwise stated.

(a) Indicates a variable rate security. The maturity date presented for these instruments is the later of the next date on which the security can be redeemed at par or the next date on which the rate of interest is adjusted. The interest rate shown reflects the rate in effect at December 31, 2009.

(b) Security segregated as collateral for futures contracts.

(c) All or a portion of security is on loan. The aggregate market value of such securities is $15,162,729; cash collateral of $15,593,648 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(d) Represents zero coupon bond. Rate shown reflects the effective yield at December 31, 2009.

(e) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund—Taxable Money Market Series and the Dryden Core Investment Fund—Short-Term Bond Series.

SEE NOTES TO FINANCIAL STATEMENTS.

A81

	GOVERNMENT INCOME PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

(f) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(g) Rate shown reflects the effective yield at December 31, 2009.

(h) All or partial principal amount totaling $57,500,000 represents to-be-announced (“TBA”) securities acquired under mortgage dollar roll agreement.

(i) Liabilities in excess of other assets include net unrealized appreciation (depreciation) on financial futures contracts and interest rate swap agreements as follows:

Open futures contracts outstanding at December 31, 2009:

Number of Contracts	Type	Expiration Date	Value at Trade Date		Value at December 31, 2009		Unrealized Appreciation (Depreciation)
Long Positions:
96	U.S. Treasury 10 Yr. Notes	Mar. 2010	$	11,076,868	$	11,083,500	$	6,632
232	U.S. Treasury 2 Yr. Notes	Mar. 2010		50,442,160		50,173,625		(268,535	)
17	U.S. Treasury 5 Yr. Notes	Mar. 2010		1,948,115		1,944,508		(3,607	)
								(265,510	)
Short Position:
334	U.S. Long Bond	Mar. 2010		39,305,840		38,535,250		770,590
							$	505,080

Interest rate swap agreements outstanding at December 31, 2009:

Counterparty	Termination Date	Notional Amount (000)		Fixed Rate	Floating Rate	Fair value			Upfront Premium Paid/ (Receivable)		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG(a)	5/31/2014	$	4,660	2.355%	3 month LIBOR	$	(99,451	)	$	—	$	(99,451	)
Morgan Stanley Capital Services(b)	2/15/2036		2,445	4.128%	3 month LIBOR		137,438			—		137,438
						$	37,987		$	—	$	37,987

LIBOR—London Interbank Offered Rate

(a) Portfolio pays the floating rate and receives the fixed rate.

(b) Portfolio pays the fixed rate and receives the floating rate.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

Investments in Securities	Level 1		Level 2			Level 3
Asset-Backed Securities	$	—	$	7,688,793		$	—
Collateralized Mortgage Obligations		—		13,921,471			—
Commercial Mortgage-Backed Securities		—		31,963,412			—
Corporate Bond		—		1,117,170			—
Mortgage-Backed Securities		—		159,548,206			—
Municipal Bond		—		616,581			—
U.S. Government Agency Obligations		—		33,072,290			—
U.S. Treasury Securities		—		107,845,974			—
Affiliated Mutual Funds		99,092,672		—			—
Security Sold Short		—		(6,280,314	)		—
		99,092,672		349,493,583			—
Other Financial Instruments*		505,080		37,987			—
Total	$	99,597,752	$	349,531,570		$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

SEE NOTES TO FINANCIAL STATEMENTS.

A82

	GOVERNMENT INCOME PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Mortgage-Backed Securities	42.5	%
U.S. Treasury Securities	28.7
Affiliated Mutual Funds (including 4.2% of collateral received for securities on loan)	26.4
U.S. Government Agency Obligations	8.8
Commercial Mortgage-Backed Securities	8.5
Collateralized Mortgage Obligations	3.7
Asset-Backed Securities	2.1
Corporate Bond	0.3
Municipal Bond	0.2
	121.2
Security Sold Short	(1.7	)
Liabilities in excess of other assets	(19.5	)
	100.0	%

The Portfolio invested in derivative instruments during the reporting period. The primary types of risk associated with these derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative Instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Interest rate contracts	Due from broker—variation margin	$	777,222	*	Due from broker—variation margin	$	272,142	*
Interest rate contracts	Unrealized appreciation on swaps		137,438		Unrealized depreciation on swaps		99,451
Total		$	914,660			$	371,593

* Includes cumulative appreciation/depreciation on futures contracts as reported in Schedule of Investments. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures		Forward Contracts			Swaps		Purchased Options			Written Options		Total
Foreign exchange contracts	$	—	$	(90,336	)	$	—	$	(49,981	)	$	—	$	(140,317	)
Interest rate contracts		3,982,348		—			287,251		(66,398	)		12,250		4,215,451
Total	$	3,982,348	$	(90,336	)	$	287,251	$	(116,379	)	$	12,250	$	4,075,134
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value						Futures		Forward Contracts			Swaps		Total
Foreign exchange contracts						$	—	$	88,182		$	—	$	—
Interest rate contracts							290,928		—			246,857		625,967
Total						$	290,928	$	88,182		$	246,857	$	625,967

For the year ended December 31, 2009, the Portfolio’s average volume of derivative activities is as follows:

Purchased Options (Cost)	Written Options (Premium Received)		Futures Long Position (Value at Trade Date)		Futures Short Position (Value at Trade Date)		Forward Currency Contracts—Purchased (Value at Settlement Date Payable)		Forward Currency Contracts—Sold (Value at Settlement Date Receivable)		Interest Rate Swaps (Notional Amount in USD (000))
$12,889	$	1,181	$	40,653,521	$	26,139,070	$	66,132	$	20,299	$	25,467

SEE NOTES TO FINANCIAL STATEMENTS.

A83

GOVERNMENT INCOME PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $15,162,729:
Unaffiliated investments (cost $349,490,039)	$	355,773,897
Affiliated investments (cost $106,125,841)		99,092,672
Cash		24,343
Receivable for investments sold		41,909,015
Dividends and interest receivable		2,649,138
Unrealized appreciation on swaps		137,438
Due from broker—variation margin		126,924
Receivable for Series shares sold		83,315
Prepaid expenses		4,292
Total Assets		499,801,034
LIABILITIES
Payable for investments purchased		102,146,806
Collateral for securities on loan		15,593,648
Securities sold short, at value (proceeds received $6,332,852)		6,280,314
Management fee payable		128,816
Unrealized depreciation on swaps		99,451
Accrued expenses and other liabilities		94,726
Payable for Series shares repurchased		65,312
Deferred trustees’ fees		974
Affiliated transfer agent fee payable		595
Total Liabilities		124,410,642
NET ASSETS	$	375,390,392
Net assets were comprised of:
Paid-in capital	$	365,116,986
Retained earnings		10,273,406
Net assets, December 31, 2009	$	375,390,392
Net asset value and redemption price per share, $375,390,392 / 31,642,071 outstanding shares of beneficial interest	$	11.86

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Interest	$	12,196,732
Affiliated dividend income		1,067,749
Affiliated income from securities loaned, net		118,955
		13,383,436
EXPENSES
Management fee		1,493,853
Shareholders’ reports		115,000
Custodian’s fees and expenses		76,000
Audit fee		28,000
Trustees’ fees		12,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Interest expense (Note 8)		7,925
Insurance expenses		6,000
Legal fees and expenses		6,000
Commitment fee on syndicated credit agreement		4,000
Miscellaneous		7,628
Total expenses		1,766,406
NET INVESTMENT INCOME		11,617,030
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES
Net realized gain (loss) on:
Investment transactions (including affiliated: $(23,213))		5,653,782
Short sale transactions		(55,859	)
Futures transactions		3,982,348
Swap agreement transactions		287,251
Foreign currency transactions		(90,591	)
Written options transactions		12,250
		9,789,181
Net change in unrealized appreciation (depreciation) on:
Investments (including affiliated: $6,446,272)		5,582,273
Securities sold short		52,538
Futures		290,928
Swaps		246,857
Foreign currencies		88,182
		6,260,778
NET GAIN ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES		16,049,959
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	27,666,989

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	11,617,030		$	13,906,867
Net realized gain on investments, swaps and foreign currencies		9,789,181			8,180,834
Net change in unrealized appreciation (depreciation) on investments, swaps and foreign currencies		6,260,778			(7,237,091	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		27,666,989			14,850,610
DISTRIBUTIONS		(12,874,743	)		(14,159,429	)
SERIES SHARE TRANSACTIONS:
Series shares sold [1,335,219 and 3,779,508 shares, respectively]		15,539,947			43,082,961
Series shares issued in reinvestment of dividends and distributions [1,112,755 and 1,259,137 shares, respectively]		12,874,743			14,159,429
Series shares repurchased [3,294,616 and 2,453,088 shares, respectively]		(38,329,997	)		(27,727,532	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(9,915,307	)		29,514,858
TOTAL INCREASE IN NET ASSETS		4,876,939			30,206,039
NET ASSETS:
Beginning of year		370,513,453			340,307,414
End of year	$	375,390,392		$	370,513,453

SEE NOTES TO FINANCIAL STATEMENTS.

A84

	HIGH YIELD BOND PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 95.9% ASSET-BACKED SECURITIES — 0.2%	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Golden Knight CDO Ltd./Golden Knight CDO Corp., Ser. 2007-2A, Class B, 144A(a)	Baa2	0.674%	04/15/19	$	4,000	$	3,040,000
Primus CLO Ltd., Ser. 2007-2A, Class A, 144A(a)	A1	0.517%	07/15/21		487		396,789
TOTAL ASSET-BACKED SECURITIES (cost $1,311,069)							3,436,789
BANK LOANS — 6.1%
Automotive — 1.0%
Ford Motor Co.(a)(b)	Ba3	3.287%	12/15/13		20,698		19,093,735
Cable — 0.5%
Charter Communications Operating LLC, Term B, Refi.(a)(b)	Ba2	2.260%	03/06/14		8,330		7,798,962
CSC Holdings, Term A1(a)(b)	Baa3	1.258%	02/24/12		2,650		2,570,296
							10,369,258
Capital Goods — 0.1%
Capital Safety Group Ltd.(a)(b)	B2	2.723%	07/20/15		176		146,178
Capital Safety Group Ltd.(a)(b)	B2	2.981%	07/20/16		924		766,822
							913,000
Chemicals — 0.1%
Sabic Innovative Plastic Holdings(a)(b)	Ba2	2.731%	08/29/14		2,212		2,112,086
Consumer — 0.5%
Realogy Corp.(a)(b)	Caa1	3.000%	10/10/13		842		746,580
Realogy Corp.(a)(b)	Caa1	3.287%	10/10/13		3,127		2,773,014
Realogy Corp.(a)(b)	Caa3	13.500%	10/15/17		3,000		3,170,001
Realogy Corp.(a)(b)	Caa3	13.500%	10/15/17		2,700		2,853,001
							9,542,596
Electric — 1.7%
Calpine Corp. (b)	B2	3.135%	03/29/14		3,769		3,559,509
Texas Competitive Electric Holdings Co. LLC(a)(b)	B1	3.735%	10/10/14		8,977		7,182,000
Texas Competitive Electric Holdings Co. LLC(a)(b)	B1	3.735%	10/10/14		27,324		22,009,587
							32,751,096
Foods — 0.1%
OSI Restaurant Partners, Inc.(a)(b)	B3	2.379%	06/14/13		265		215,129
OSI Restaurant Partners, Inc.(a)(b)	B3	2.668%	06/14/14		1,712		1,389,462
							1,604,591
Gaming — 0.3%
Harrah’s Operating Co., Inc.(a)(b)	Caa1	3.282%	01/28/15		2,748		2,211,805
Motorcity Casino(a)(b)	B3	8.500%	07/13/12		3,434		3,339,303
							5,551,108
Healthcare & Pharmaceutical — 1.0%
Concentra, Inc.(a)(b)	B2	5.760%	06/25/15		2,113		1,732,990
Royalty Pharma Finance Trust(b)	Baa3	7.750%	05/15/15		15,481		14,397,509
Skilled Healthcare, Inc.(a)(b)	B1	2.251%	06/15/12		3,918		3,653,266
							19,783,765
Retailers — 0.1%
Rite Aid Corp.(b)	B3	9.500%	06/10/15		2,000		2,066,876
Technology — 0.6%
First Data Corp.(a)(b)	B1	2.983%	09/24/14		2,400		2,126,196
First Data Corp.(a)(b)	B1	2.999%	09/24/14		6,457		5,735,271
First Data Corp.(a)(b)	B1	2.999%	09/24/14		4,888		4,322,383
							12,183,850
Telecommunications — 0.1%
Level 3 Communications, Inc.(a)(b)	B1	11.660%	03/13/14		1,500		1,593,750
TOTAL BANK LOANS (cost $109,512,781)							117,565,711

SEE NOTES TO FINANCIAL STATEMENTS.

A85

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COLLATERALIZED MORTGAGE OBLIGATIONS — 0.2%	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Adjustable Rate Mortgage Trust, Ser. 2005-7, Class 1A1(a)	B2	3.733%	10/25/35	$	171	$	87,028
American Home Mortgage Assets, Ser. 2006-1, Class 2A1(a)	Ba2	0.421%	05/25/46		51		26,351
American Home Mortgage Assets, Ser. 2006-4, Class 1A12(a)	Caa3	0.441%	10/25/46		69		34,937
American Home Mortgage Assets, Ser. 2006-5, Class A1(a)	Caa1	1.464%	11/25/46		526		246,553
American Home Mortgage Assets, Ser. 2007-3, Class 22A1	Ca	6.250%	06/25/37		239		136,999
American Home Mortgage Investment Trust, Ser. 2005-2, Class 4A1(a)	A1	5.660%	09/25/45		43		33,894
Banc of America Alternative Loan Trust, Ser. 2005-4, Class CB6(a)	Baa3	0.631%	05/25/35		102		71,751
Banc of America Funding Corp., Ser. 2006-B, Class 2A1(a)	B3	5.520%	03/20/36		273		186,351
Bear Stearns Adjustable Rate Mortgage Trust, Ser. 2005-10, Class A2(a)	BBB+(c)	4.462%	10/25/35		500		423,387
Bear Stearns Adjustable Rate Mortgage Trust, Ser. 2007-3, Class 1A1(a)	CCC(c)	5.436%	05/25/47		78		55,145
Citigroup Mortgage Loan Trust, Inc., Ser. 2007-10, Class 22AA(a)	AAA(c)	5.978%	09/25/37		160		112,356
Countrywide Alternative Loan Trust, Ser. 2006-OA11, Class A1B(a)	Caa2	0.421%	09/25/46		80		38,274
Countrywide Alternative Loan Trust, Ser. 2006-OA17, Class 1A1A(a)	Caa1	0.428%	12/20/46		145		70,723
Countrywide Alternative Loan Trust, Ser. 2006-OA1, Class 2A1(a)	B3	0.443%	03/20/46		53		26,142
Countrywide Alternative Loan Trust, Ser. 2006-OA9, Class 2A1A(a)	Caa3	0.443%	07/20/46		65		28,050
Countrywide Alternative Loan Trust, Ser. 2005-59, Class 1A1(a)	Caa1	0.563%	11/20/35		50		26,432
Countrywide Alternative Loan Trust, Ser. 2005-62, Class 2A1(a)	B3	1.544%	12/25/35		151		80,838
Countrywide Alternative Loan Trust, Ser. 2005-43, Class 4A3(a)	CCC(c)	5.636%	10/25/35		55		23,487
Countrywide Alternative Loan Trust, Ser. 2006-HY13, Class 4A1(a)	CCC(c)	5.882%	02/25/37		71		48,508
Countrywide Home Loan Mortgage Pass-Through Trust, Ser. 2005-2, Class 2A1(a)	A1	0.551%	03/25/35		169		102,788
Downey Savings & Loan Association Mortgage Loan Trust, Ser. 2005-AR1, Class 2A1A(a)	Aa2	0.483%	03/19/45		21		11,792
First Horizon Alternative Mortgage Securities, Ser. 2006-FA2, Class 1A5	Caa1	6.000%	05/25/36		159		116,633
Harborview Mortgage Loan Trust, Ser. 2006-5, Class 2A1A(a)	Caa1	0.413%	07/19/46		66		31,742
Harborview Mortgage Loan Trust, Ser. 2006-1, Class 2A1A(a)	B3	0.473%	03/19/36		518		280,298
Harborview Mortgage Loan Trust, Ser. 2006-7, Class 2A1B(a)	Ca	0.483%	09/19/46		554		123,571
IndyMac Index Mortgage Loan Trust, Ser. 2006-AR12, Class A1(a)	B3	0.421%	09/25/46		58		28,633
IndyMac Index Mortgage Loan Trust, Ser. 2005-AR13, Class 4A1(a)	B3	5.146%	08/25/35		123		82,859
IndyMac Index Mortgage Loan Trust, Ser. 2005-AR15, Class A1(a)	B2	5.263%	09/25/35		114		83,952
JPMorgan Mortgage Trust, Ser. 2007-S3, Class 1A97	CCC(c)	6.000%	08/25/37		160		119,476
JPMorgan Mortgage Trust, Ser. 2007-S3, Class 1A96	CCC(c)	6.000%	08/25/37		80		66,118
Master Adjustable Rate Mortgages Trust, Ser. 2006-OA1, Class 1A1(a)	Ba1	0.441%	04/25/46		40		18,270
Residential Accredit Loans, Inc., Ser. 2006-QO10, Class A1(a)	Caa1	0.391%	01/25/37		751		389,579
Residential Accredit Loans, Inc., Ser. 2007-QS4, Class 2A1(a)	Caa3	0.561%	03/25/37		276		105,985
Residential Accredit Loans, Inc., Ser. 2006-QA2, Class 3A1(a)	Caa3	5.500%	02/25/36		389		251,210
Residential Asset Securitization Trust, Ser. 2007-A5, Class 2A3	Caa2	6.000%	05/25/37		133		98,616
Structured Asset Mortgage Investments, Inc., Ser. 2006-AR6, Class 2A1(a)	B3	0.421%	07/25/46		72		34,636
SunTrust Alternative Loan Trust, Ser. 2006-1F, Class 3A(a)	Ca	0.581%	04/25/36		218		68,270
Thornburg Mortgage Securities Trust, Ser. 2006-5, Class A1(a)	A3	0.351%	10/25/46		107		104,789
WAMU Mortgage Pass-Through Certificates, Ser. 2007-OA3, Class 2A1A(a)	B3	1.304%	04/25/47		72		39,397
WAMU Mortgage Pass-Through Certificates, Ser. 2007-OA1, Class A1A(a)	Caa1	1.332%	02/25/47		68		36,876
WAMU Mortgage Pass-Through Certificates, Ser. 2007-OA2, Class 1A(a)	B3	1.332%	03/25/47		72		39,200
WAMU Mortgage Pass-Through Certificates, Ser. 2007-HY1, Class 4A1(a)	CCC(c)	5.387%	02/25/37		74		52,421
WAMU Mortgage Pass-Through Certificates, Ser. 2007-HY2, Class 1A1(a)	CCC(c)	5.565%	12/25/36		75		50,038
WAMU Mortgage Pass-Through Certificates, Ser. 2007-HY1, Class 1A1(a)	CCC(c)	5.673%	02/25/37		70		44,278

SEE NOTES TO FINANCIAL STATEMENTS.

A86

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COLLATERALIZED MORTGAGE OBLIGATIONS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
WAMU Mortgage Pass-Through Certificates, Ser. 2006-AR12, Class 2A3(a)	CCC(c)	5.721%	10/25/36	$	262	$	198,320
WAMU Mortgage Pass-Through Certificates, Ser. 2007-HY1, Class 2A3(a)	CCC(c)	5.834%	02/25/37		69		47,273
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (cost $4,492,066)							4,384,226
CORPORATE BONDS — 89.2%
Aerospace & Defense — 1.3%
BE Aerospace, Inc., Sr. Unsec’d. Notes	Ba3	8.500%	07/01/18		2,900		3,074,000
Esterline Technologies Corp., Gtd. Notes(d)	Ba2	6.625%	03/01/17		750		731,250
Esterline Technologies Corp., Gtd. Notes	B1	7.750%	06/15/13		4,500		4,595,625
L-3 Communications Corp., Gtd. Notes	Ba2	6.125%	01/15/14		1,180		1,187,375
Moog, Inc., Sr. Sub. Notes	Ba3	6.250%	01/15/15		2,500		2,365,625
Moog, Inc., Sr. Sub. Notes	Ba3	7.250%	06/15/18		3,650		3,526,813
TransDigm, Inc., Gtd. Notes, 144A	B3	7.750%	07/15/14		4,200		4,263,000
TransDigm, Inc., Gtd. Notes(d)	B3	7.750%	07/15/14		4,350		4,404,375
							24,148,063
Airlines — 0.2%
AMR Corp., Sr. Unsec’d. Notes, Ser. B, MTN	CCC+(c)	10.400%	03/10/11		1,000		892,500
AMR Corp., Sr. Unsec’d. Notes, Ser. B, MTN	CCC+(c)	10.400%	03/15/11		1,000		892,500
AMR Corp., Sr. Unsec’d. Notes, Ser. B, MTN	NR	10.550%	03/12/21		1,425		865,688
Continental Airlines, Inc., Pass-thru Certs., Ser. 981B, Class B(b)	Ba2	6.748%	03/15/17		714		635,599
Continental Airlines, Inc., Pass-thru Certs., Ser. 992B, Class B	Ba2	7.566%	03/15/20		316		287,245
Continental Airlines, Inc., Pass-thru Certs., Ser. 962A	Baa2	7.750%	07/02/14		827		794,106
							4,367,638
Automotive — 3.1%
American Axle & Manufacturing, Inc., Gtd. Notes	Caa3	7.875%	03/01/17		5,175		4,372,875
Ford Motor Co., Sr. Unsec’d. Notes	Caa1	7.450%	07/16/31		3,250		2,872,188
Ford Motor Credit Co., Sr. Unsec’d. Notes	B3	7.250%	10/25/11		6,080		6,140,143
Ford Motor Credit Co., Sr. Unsec’d. Notes	B3	9.875%	08/10/11		2,250		2,355,800
Ford Motor Credit Co. LLC, Sr. Unsec’d. Notes	B3	5.700%	01/15/10		130		130,045
Ford Motor Credit Co. LLC, Sr. Unsec’d. Notes	B3	7.500%	08/01/12		12,900		13,009,108
Ford Motor Credit Co. LLC, Sr. Unsec’d. Notes	B3	7.800%	06/01/12		2,540		2,567,313
Ford Motor Credit Co. LLC, Sr. Unsec’d. Notes	B3	8.000%	12/15/16		1,300		1,301,728
Goodyear Tire & Rubber Co. (The), Sr. Unsec’d. Notes	B1	10.500%	05/15/16		2,400		2,652,000
Navistar International Corp., Gtd. Notes	B1	8.250%	11/01/21		8,025		8,225,625
TRW Automotive, Inc., Gtd. Notes, 144A(d)	Caa1	7.250%	03/15/17		13,575		13,167,750
TRW Automotive, Inc., Sr. Notes, 144A	Caa1	8.875%	12/01/17		3,350		3,484,000
Visteon Corp., Sr. Unsec’d. Notes (original cost $2,208,719; purchased 10/25/04-02/16/07)(b)(e)(h)	NR	7.000%	03/10/14		2,595		681,187
							60,959,762
Banking — 0.8%
BAC Capital Trust VI, Gtd. Notes.	Baa3	5.625%	03/08/35		1,400		1,120,626
Bank of America Corp., Jr. Sub. Notes(a)	Ba3	8.125%	12/29/49		1,750		1,684,795
BankAmerica Capital II, Gtd. Notes., Ser. 2	Baa3	8.000%	12/15/26		1,000		980,000
HBOS PLC (United Kingdom), Sub. Notes, 144A	Ba1	6.750%	05/21/18		400		371,162
HSBK Europe BV (Netherlands), Gtd. Notes., 144A	Ba2	7.250%	05/03/17		3,500		3,185,000
MBNA Capital A, Gtd. Notes., Ser. A	Baa3	8.278%	12/01/26		2,750		2,653,750
Regions Financial Corp., Sub. Notes	Ba1	7.375%	12/10/37		250		204,640
Wind Acquisition Holdings Finance SpA (Italy), Sr. Notes, 144A(d)	B3	12.250%	07/15/17		5,225		5,146,625
							15,346,598
Building Materials & Construction — 1.6%
D.R. Horton, Inc., Gtd. Notes	Ba3	5.625%	09/15/14		619		598,882
D.R. Horton, Inc., Gtd. Notes	Ba3	6.500%	04/15/16		900		877,500
Goodman Global Group, Inc., Sr. Disc. Notes, 144A(f)	B3	11.760%	12/15/14		2,980		1,691,150

SEE NOTES TO FINANCIAL STATEMENTS.

A87

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)			Value (Note 2)
Building Materials & Construction (continued)
Headwaters, Inc., Sr. Sec’d. Notes, 144A(d)	B2	11.375%	11/01/14	$	525		$	547,313
Interline Brands, Inc., Gtd. Notes	B3	8.125%	06/15/14		4,865			4,889,325
K Hovnanian Enterprises, Inc., Sr. Sec’d. Notes, 144A	B1	10.625%	10/15/16		2,125			2,220,625
KB Home, Gtd. Notes	B1	6.375%	08/15/11		2,635			2,635,000
Lennar Corp., Gtd. Notes, Ser. B	B3	5.950%	10/17/11		5,750			5,793,125
Owens Corning, Gtd. Notes	Ba1	6.500%	12/01/16		2,975			3,046,617
Standard Pacific Corp., Gtd. Notes	Caa1	7.000%	08/15/15		750			652,500
Standard Pacific Escrow LLC, Sr. Sec’d. Notes, 144A	Caa1	10.750%	09/15/16		7,225			7,369,500
								30,321,537
Cable — 4.2%
Cablevision Systems Corp., Sr. Notes, 144A	B1	8.625%	09/15/17		6,075			6,325,594
CCH II LLC / CCH II Capital Corp., Sr. Notes	B(c)	13.500%	11/30/16		2,650			3,120,735
Cequel Communications Holdings I LLC And Cequel Capital Corp., Sr. Unsec’d. Notes, 144A(d)	B3	8.625%	11/15/17		6,000			6,060,000
Comcast Cable Communications Holdings, Inc., Gtd. Notes	Baa1	8.375%	03/15/13		100	(g)		115
CSC Holdings, Inc., Sr. Unsec’d. Notes, Ser. B	Ba3	7.625%	04/01/11		3,875			4,000,938
CSC Holdings, Inc., Sr. Unsec’d. Notes(d)	Ba3	7.625%	07/15/18		1,850			1,905,500
CSC Holdings, Inc., Sr. Unsec’d. Notes(d)	Ba3	7.875%	02/15/18		1,300			1,345,500
CSC Holdings, Inc., Sr. Unsec’d. Notes, 144A(d)	Ba3	8.500%	06/15/15		3,075			3,274,875
CSC Holdings, Inc., Sr. Unsec’d. Notes, 144A	Ba3	8.625%	02/15/19		305			328,256
DirectTV Holdings LLC/DirectTV Financing Co., Gtd. Notes	Ba2	7.625%	05/15/16		2,600			2,840,500
Dish DBS Corp., Gtd. Notes	Ba3	6.375%	10/01/11		850			877,625
Dish DBS Corp., Gtd. Notes	Ba3	7.125%	02/01/16		3,140			3,206,725
Dish DBS Corp., Gtd. Notes	Ba3	7.750%	05/31/15		500			523,750
Dish DBS Corp., Gtd. Notes	Ba3	7.875%	09/01/19		925			970,094
Dish DBS Corp., Gtd. Notes, 144A	BB-(c)	7.875%	09/01/19		1,500			1,573,125
Mediacom Broadband LLC/Mediacom Broadband Corp., Sr. Unsec’d. Notes	B3	8.500%	10/15/15		1,975			1,994,750
Mediacom LLC/Mediacom Capital Corp., Sr. Notes, 144A	B3	9.125%	08/15/19		2,100			2,142,000
UPC Holding BV (Netherlands), Sr. Sec’d. Notes, 144A	B2	9.875%	04/15/18		10,100			10,655,500
UPC Germany GMBH (Germany), Sr. Sec’d. Notes, 144A	B1	8.125%	12/01/17		2,100			2,123,625
Videotron Ltee (Canada), Gtd. Notes	Ba2	6.375%	12/15/15		3,450			3,372,375
Videotron Ltee (Canada), Gtd. Notes	Ba2	6.875%	01/15/14		5,820			5,849,100
Videotron Ltee (Canada), Gtd. Notes, 144A	Ba2	9.125%	04/15/18		2,550			2,805,000
Videotron Ltee (Canada), Gtd. Notes	Ba2	9.125%	04/15/18		500			550,000
Virgin Media Finance PLC (United Kingdom), Gtd. Notes(d)	B2	8.375%	10/15/19		3,000			3,086,250
Virgin Media Finance PLC (United Kingdom), Gtd. Notes(d)	B2	9.125%	08/15/16		2,075			2,186,531
Virgin Media Finance PLC (United Kingdom), Gtd. Notes, Ser. 1(d)	B2	9.500%	08/15/16		9,700			10,415,375
								81,533,838
Capital Goods — 7.7%
Actuant Corp., Gtd. Notes	Ba2	6.875%	06/15/17		4,845			4,608,806
ALH Finance LLC/ ALH Finance Corp., Gtd. Notes(d)	Caa1	8.500%	01/15/13		10,350			10,350,000
Aquilex Holdings LLC/Aquilex Finance Corp., Sr. Notes, 144A	B3	11.125%	12/15/16		3,300			3,291,750
Ashtead Capital, Inc., Sec’d. Notes, 144A	B2	9.000%	08/15/16		9,840			9,852,300
Ashtead Holdings PLC (United Kingdom), Sec’d. Notes, 144A(d)	B2	8.625%	08/01/15		5,325			5,351,625
Blount, Inc., Gtd. Notes	B2	8.875%	08/01/12		9,790			9,973,562
Brunswick Corp., Sr. Sec’d. Notes, 144A	Ba3	11.250%	11/01/16		2,200			2,475,000
Citic Resources Finance 2007 Ltd., Gtd. Notes, 144A	Ba3	6.750%	05/15/14		25			24,375
Columbus McKinnon Corp., Gtd. Notes	B1	8.875%	11/01/13		7,300			7,455,125
Hertz Corp., Gtd. Notes	B2	8.875%	01/01/14		12,057			12,328,283
Johnsondiversey Holdings, Inc., Sr. Notes, 144A	Caa1	10.500%	05/15/20		6,900			6,934,500
Johnsondiversey, Inc., Sr. Unsec’d. Notes, 144A	B3	8.250%	11/15/19		4,100			4,151,250
RBS Global, Inc. / Rexnord LLC, Gtd. Notes(d)	Caa3	11.750%	08/01/16		1,100			1,089,000
RBS Global, Inc. and Rexnord Corp., Gtd. Notes	Caa2	9.500%	08/01/14		8,780			8,801,950
RSC Equipment Rental, Inc., Gtd. Notes(d)	Caa2	9.500%	12/01/14		12,320			12,335,400
RSC Equipment Rental, Inc., Sr. Sec’d. Notes, 144A	B1	10.000%	07/15/17		3,050			3,316,875

SEE NOTES TO FINANCIAL STATEMENTS.

A88

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Capital Goods (continued)
RSC Equipment Rental, Inc./Rsc Holdings III LLC, Sr. Notes, 144A(d)	Caa2	10.250%	11/15/19	$	3,675	$	3,688,781
SPX Corp., Sr. Unsec’d. Notes	Ba2	7.625%	12/15/14		9,530		9,815,900
Stena AB (Sweden), Sr. Unsec’d. Notes	Ba2	7.000%	12/01/16		250		220,625
Stena AB (Sweden), Sr. Unsec’d. Notes	Ba2	7.500%	11/01/13		8,836		8,504,650
Terex Corp., Gtd. Notes(d)	Ba3	7.375%	01/15/14		4,790		4,843,888
Terex Corp., Sr. Sub. Notes(d)	Caa1	8.000%	11/15/17		10,025		9,649,063
Trimas Corp., Sr. Sec’d. Notes, 144A	Caa1	9.750%	12/15/17		2,625		2,575,781
United Rentals North America, Inc., Gtd. Notes	B3	6.500%	02/15/12		980		977,550
United Rentals North America, Inc., Gtd. Notes	B3	10.875%	06/15/16		6,400		6,960,000
							149,576,039
Chemicals — 1.4%
Invista, Sr. Unsec’d. Notes, 144A (original cost $8,589,250; purchased 07/09/09-08/13/09)(b)(h)	Ba3	9.250%	05/01/12		8,800		8,932,000
Koppers, Inc., Gtd. Notes, 144A	B1	7.875%	12/01/19		4,075		4,115,750
Momentive Performance Materials, Inc., Gtd. Notes(d)	Caa2	9.750%	12/01/14		4,580		4,408,250
Nova Chemicals Corp. (Canada), Sr. Unsec’d. Notes, 144A	B1	8.375%	11/01/16		8,975		9,109,625
							26,565,625
Consumer — 2.8%
Geo Group, Inc. (The), Gtd. Notes, 144A(d)	B1	7.750%	10/15/17		3,300		3,378,375
Mac-Gray Corp., Gtd. Notes	B3	7.625%	08/15/15		4,775		4,637,719
Mobile Mini, Inc., Gtd. Notes	B2	6.875%	05/01/15		3,732		3,526,740
Realogy Corp., Gtd. Notes	Ca	10.500%	04/15/14		20,660		17,870,900
Realogy Corp., Gtd. Notes, PIK	Ca	11.000%	04/15/14		6,521		5,379,639
Realogy Corp., Gtd. Notes	Ca	12.375%	04/15/15		4,500		3,498,750
Revlon Consumer Products Corp., Gtd. Notes, 144A	B3	9.750%	11/15/15		2,000		2,065,000
Service Corp. International, Sr. Unsec’d. Notes	B1	6.750%	04/01/16		2,725		2,636,438
Service Corp. International, Sr. Unsec’d. Notes	B1	7.000%	06/15/17		3,448		3,344,560
Service Corp. International, Sr. Unsec’d. Notes	B1	7.875%	02/01/13		2,650		2,583,750
Stewart Enterprises, Inc., Gtd. Notes	Ba3	6.250%	02/15/13		5,350		5,209,562
							54,131,433
Electric — 5.3%
AES Corp., Sr. Sec’d. Notes, 144A	Ba3	8.750%	05/15/13		1,592		1,631,800
AES Corp., Sr. Unsec’d. Notes(d)	B1	7.750%	03/01/14		4,335		4,400,025
AES Corp., Sr. Unsec’d. Notes	B1	7.750%	10/15/15		3,365		3,415,475
AES Corp., Sr. Unsec’d. Notes	B1	8.000%	06/01/20		700		712,250
AES Corp., Sr. Unsec’d. Notes	B1	8.000%	10/15/17		3,375		3,463,594
AES Eastern Energy LP, Pass-thru Certs., Ser. 99-A	Ba1	9.000%	01/02/17		5,815		5,836,499
AES Eastern Energy LP, Pass-thru Certs., Ser. 99-B	Ba1	9.670%	01/02/29		2,000		2,105,000
AES Red Oak LLC, Sr. Sec’d. Notes, Ser. A (original cost $1,736,622; purchased 03/03/09)(b)(h)	B1	8.540%	11/30/19		1,766		1,761,210
CMS Energy Corp., Sr. Unsec’d. Notes	Ba1	6.550%	07/17/17		3,350		3,308,326
Dynegy Roseton/Danskammer, Pass-thru Certs., Ser. A	B2	7.270%	11/08/10		371		371,216
Dynegy Roseton/Danskammer, Pass-thru Certs., Ser. B	B2	7.670%	11/08/16		9,568		9,233,120
Energy Future Holdings Corp., Sr. Sec’d. Notes	Caa3	9.750%	10/15/19		486		484,564
Energy Future Intermediate Holding Co. LLC, Sr. Sec’d. Notes	B+(c)	9.750%	10/15/19		594		592,245
Homer City Funding LLC, Sr. Sec’d. Notes	Ba2	8.734%	10/01/26		1,431		1,381,205
Midwest Generation LLC, Pass-thru Certs., Ser. B	Ba1	8.560%	01/02/16		2,943		2,972,098
Mirant Americas Generation LLC, Sr. Unsec’d. Notes	B3	8.300%	05/01/11		7,975		8,174,375
Mirant Americas Generation LLC, Sr. Unsec’d. Notes	B3	8.500%	10/01/21		600		570,000
Mirant Corp., Sr. Notes, 144A(b)	NR	7.400%	07/15/49		1,825		1,825
Mirant Mid Atlantic LLC, Pass-thru Certs., Ser. A	Ba1	8.625%	06/30/12		173		176,774
Mirant Mid Atlantic LLC, Pass-thru Certs., Ser. B	Ba1	9.125%	06/30/17		3,824		4,015,312
Mirant North America LLC, Gtd. Notes	B1	7.375%	12/31/13		5,050		4,993,187
Nevada Power Co., Genl. Ref. Mtge., Ser. A	Baa3	8.250%	06/01/11		1,675		1,810,598

SEE NOTES TO FINANCIAL STATEMENTS.

A89

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Electric (continued)
North American Energy Alliance LLC / North American Energy Alliance Finance Corp., Sr. Sec’d. Notes, 144A(original cost $4,447,124; purchased 09/22/09)(h)	Ba3	10.875%	06/01/16	$	4,550	$	4,834,375
NRG Energy, Inc., Gtd. Notes	B1	7.250%	02/01/14		6,610		6,692,625
NRG Energy, Inc., Gtd. Notes	B1	7.375%	02/01/16		8,945		8,956,181
NRG Energy, Inc., Gtd. Notes	B1	7.375%	01/15/17		1,700		1,704,250
NSG Holdings LLC / NSG Holdings, Inc., Sr. Sec’d. Notes, 144A	Ba2	7.750%	12/15/25		800		716,000
Orion Power Holdings, Inc., Sr. Unsec’d. Notes	Ba3	12.000%	05/01/10		7,751		7,944,775
Reliant Energy Mid-Atlantic Power Holdings LLC, Pass-thru Certs., Ser. B(b)	Ba1	9.237%	07/02/17		2,326		2,430,280
Sithe/Independence Funding Corp., Sr. Sec’d. Notes, Ser. A(b)	Ba2	9.000%	12/30/13		6,119		6,284,365
Texas Competitive Electric Holdings Co. LLC, Gtd. Notes, PIK(d)	Caa2	10.500%	11/01/16		2,780		1,960,073
							102,933,622
Energy – Other — 5.6%
Cie Generale de Geophysique-Veritas (France), Gtd. Notes	Ba3	7.750%	05/15/17		2,150		2,133,875
Cie Generale de Geophysique-Veritas (France), Gtd. Notes, 144A	Ba3	9.500%	05/15/16		4,825		5,162,750
Compagnie Generale De Geophysique Veritas (France), Gtd. Notes	Ba3	7.500%	05/15/15		1,830		1,816,275
Denbury Resources, Inc., Gtd. Notes	B1	9.750%	03/01/16		4,050		4,323,375
McMoRan Exploration Co., Gtd. Notes	Caa1	11.875%	11/15/14		2,400		2,460,000
Newfield Exploration Co., Sr. Sub. Notes	Ba3	6.625%	04/15/16		2,425		2,431,062
Newfield Exploration Co., Sr. Sub. Notes	Ba3	7.125%	05/15/18		2,200		2,222,000
OPTI Canada, Inc. (Canada), Sr. Sec’d. Notes	Caa3	7.875%	12/15/14		17,400		14,268,000
OPTI Canada, Inc. (Canada), Sr. Sec’d. Notes	Caa3	8.250%	12/15/14		4,055		3,340,306
Parker Drilling Co., Gtd. Notes	B2	9.625%	10/01/13		2,195		2,255,362
PetroHawk Energy Corp., Gtd. Notes(d)	B3	7.875%	06/01/15		6,125		6,186,250
PetroHawk Energy Corp., Gtd. Notes	B3	9.125%	07/15/13		3,650		3,814,250
Petroplus Finance Ltd. (Bermuda), Sec’d. Notes, 144A	B1	7.000%	05/01/17		4,225		3,802,500
Petroplus Finance Ltd. (Bermuda), Sr. Sec’d. Notes, 144A(d)	B1	6.750%	05/01/14		12,150		11,421,000
Pioneer Natural Resources Co., Gtd. Notes	Ba1	5.875%	07/15/16		1,950		1,866,729
Pioneer Natural Resources Co., Sr. Unsec’d. Notes	Ba1	6.650%	03/15/17		9,965		9,828,151
Pioneer Natural Resources Co., Sr. Unsec’d. Notes	Ba1	6.875%	05/01/18		3,040		3,007,837
Pioneer Natural Resources Co., Sr. Unsec’d. Notes	Ba1	7.500%	01/15/20		5,000		5,002,270
Plains Exploration & Production Co., Gtd. Notes	B1	7.625%	06/01/18		1,500		1,533,750
Plains Exploration & Production Co., Gtd. Notes(d)	B1	7.750%	06/15/15		2,145		2,182,538
Plains Exploration & Production Co., Gtd. Notes(d)	B1	10.000%	03/01/16		1,800		1,971,000
Range Resources Corp., Gtd. Notes	Ba3	7.500%	05/15/16		4,100		4,212,750
SandRidge Energy, Inc., Gtd. Notes, 144A(d)	B3	8.000%	06/01/18		7,850		7,712,625
SandRidge Energy, Inc., Gtd. Notes, 144A(d)	B3	8.750%	01/15/20		4,775		4,775,000
							107,729,655
Foods — 2.6%
Aramark Corp., Gtd. Notes(d)	B3	8.500%	02/01/15		4,065		4,186,950
Carrols Corp., Gtd. Notes	B3	9.000%	01/15/13		500		507,500
Del Monte Corp., Sr. Sub. Notes, 144A	B1	7.500%	10/15/19		4,850		4,995,500
Ingles Markets, Inc., Sr. Unsec’d. Notes(d)	B1	8.875%	05/15/17		7,600		7,904,000
Landry’s Restaurants, Inc., Sr. Sec’d. Notes, 144A(d)	B3	11.625%	12/01/15		6,660		7,059,600
National Beef Packing Co. LLC/NB Finance Corp., Sr. Unsec’d. Notes	Caa1	10.500%	08/01/11		264		264,660
New Albertson’s, Inc., Sr. Unsec’d. Notes	Ba3	7.500%	02/15/11		850		869,125
New Albertson’s, Inc., Sr. Unsec’d. Notes	Ba3	8.350%	05/01/10		1,975		2,024,375
Smithfield Foods, Inc., Sr. Sec’d. Notes, 144A	Ba3	10.000%	07/15/14		3,290		3,569,650
Stater Brothers Holdings, Gtd. Notes	B2	7.750%	04/15/15		500		507,500
Stater Brothers Holdings, Gtd. Notes	B2	8.125%	06/15/12		900		909,000
Supervalu, Inc., Sr. Unsec’d. Notes(d)	Ba3	7.500%	05/15/12		400		412,000
Supervalu, Inc., Sr. Unsec’d. Notes	Ba3	7.500%	11/15/14		200		202,500
Supervalu, Inc., Sr. Unsec’d. Notes(d)	Ba3	8.000%	05/01/16		8,550		8,678,250
Tyson Foods, Inc., Gtd. Notes	Ba3	7.850%	04/01/16		4,150		4,253,750
Tyson Foods, Inc., Sr. Unsec’d. Notes	Ba3	10.500%	03/01/14		3,650		4,170,125
							50,514,485

SEE NOTES TO FINANCIAL STATEMENTS.

A90

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Gaming — 4.6%
Ameristar Casinos, Inc., Sr. Unsec’d. Notes, 144A	B2	9.250%	06/01/14	$	700	$	726,250
CCM Merger, Inc., Notes, 144A (original cost $17,403,875; purchased 07/14/05-11/20/09)(d)(h)	Caa3	8.000%	08/01/13		19,020		15,429,975
Downstream Development Authority of The Quapaw Tribe of Oklahoma, Sr. Sec’d. Notes, 144A(original cost $1,413,750; purchased 09/27/07(b)(h)	Caa1	12.000%	10/15/15		1,450		1,194,438
Harrah’s Operating Co., Inc., Sr. Sec’d. Notes, 144A	CCC-(c)	10.000%	12/15/18		17,979		14,428,148
Harrah’s Operating Co., Inc., Sr. Sec’d. Notes, 144A	CCC-(c)	10.000%	12/15/18		4,813		3,862,433
Isle of Capri Casinos, Inc., Gtd. Notes(d)	Caa1	7.000%	03/01/14		2,132		1,897,480
Mandalay Resort Group, Gtd. Notes	Ca	9.375%	02/15/10		581		582,095
MGM Mirage, Gtd. Notes(d)	Caa2	6.625%	07/15/15		2,900		2,254,750
MGM Mirage, Gtd. Notes(d)	Caa2	6.875%	04/01/16		2,000		1,525,000
MGM Mirage, Gtd. Notes(d)	Caa2	7.500%	06/01/16		2,635		2,055,300
MGM Mirage, Gtd. Notes(d)	Caa2	8.500%	09/15/10		3,400		3,383,000
MGM Mirage, Sr. Sec’d. Notes, 144A	B1	10.375%	05/15/14		1,915		2,077,775
MGM Mirage, Sr. Sec’d. Notes, 144A	B1	11.125%	11/15/17		2,745		3,040,087
MGM Mirage, Sr. Sec’d. Notes	B1	13.000%	11/15/13		9,785		11,228,287
Mohegan Tribal Gaming Authority, Sr. Sub. Notes	Caa2	8.000%	04/01/12		745		634,181
Peninsula Gaming LLC, Sr. Sec’d. Notes, 144A	Ba2	8.375%	08/15/15		2,250		2,244,375
Peninsula Gaming LLC, Sr. Unsec’d. Notes, 144A	B3	10.750%	08/15/17		7,725		7,763,625
Penn National Gaming, Inc., Sr. Sub. Notes, 144A(d)	B1	8.750%	08/15/19		3,100		3,169,750
Pinnacle Entertainment, Inc., Sr. Notes, 144A	B2	8.625%	08/01/17		2,050		2,091,000
Pokagon Gaming Authority, Sr. Notes, 144A(original cost $1,656,000; purchased 11/13/08)(b)(h)	B2	10.375%	06/15/14		1,800		1,872,000
Scientific Games International, Inc., Sr. Sub. Notes, 144A	NR	9.250%	06/15/19		1,925		2,021,250
Seneca Gaming Corp., Sr. Unsec’d. Notes, Ser. B	Ba2	7.250%	05/01/12		5,125		4,996,875
Station Casinos, Inc., Sr. Sub. Notes(e)	D(c)	6.500%	02/01/14		3,650		18,250
Station Casinos, Inc., Sr. Sub. Notes(e)	D(c)	6.625%	03/15/18		2,200		11,000
Station Casinos, Inc., Sr. Unsec’d. Notes(e)	D(c)	6.000%	04/01/12		2,251		340,517
Yonkers Racing Corp., Sr. Sec’d. Notes, 144A(original cost $529,168; purchased 07/13/09)(b)(h)	B1	11.375%	07/15/16		545		572,250
							89,420,091
Healthcare & Pharmaceutical — 12.3%
Accellent, Inc., Gtd. Notes	Caa2	10.500%	12/01/13		23,483		22,602,388
Alliance Healthcare Services, Inc., Sr. Notes, 144A	B3	8.000%	12/01/16		7,600		7,410,000
Apria Healthcare Group, Inc., Sr. Sec’d. Notes, 144A(d)	Ba2	11.250%	11/01/14		13,335		14,635,163
Apria Healthcare Group, Inc., Sr. Sec’d. Notes, 144A	B1	12.375%	11/01/14		7,700		8,470,000
Biomet, Inc., Gtd. Notes	B3	10.000%	10/15/17		3,225		3,503,156
Biomet, Inc., Gtd. Notes, PIK	B3	10.375%	10/15/17		9,675		10,497,375
Biomet, Inc., Gtd. Notes(d)	Caa1	11.625%	10/15/17		15,460		17,083,300
Bio-Rad Laboratories, Inc., Sr. Sub. Notes, 144A	Ba3	8.000%	09/15/16		900		949,500
Columbia/HCA Healthcare Corp., Sr. Unsec’d. Notes	Caa1	7.500%	12/15/23		600		548,246
Columbia/HCA Healthcare Corp., Sr. Unsec’d. Notes, MTN	Caa1	8.700%	02/10/10		3,145		3,151,813
Columbia/HCA Healthcare Corp., Sr. Unsec’d. Notes, MTN	Caa1	9.000%	12/15/14		4,365		4,357,204
Community Health Systems, Inc., Gtd. Notes(d)	B3	8.875%	07/15/15		7,895		8,171,325
FMC Finance III SA (Luxembourg), Gtd. Notes	Ba2	6.875%	07/15/17		1,500		1,488,750
HCA, Inc., Sec’d. Notes	B2	9.250%	11/15/16		6,470		6,947,162
HCA, Inc., Sr. Sec’d. Notes, 144A(d)	Ba3	7.875%	02/15/20		800		833,000
HCA, Inc., Sr. Sec’d. Notes, PIK	B2	9.625%	11/15/16		12,100		13,098,250
HCA, Inc., Sr. Unsec’d. Notes	Caa1	5.750%	03/15/14		3,660		3,440,400
HCA, Inc., Sr. Unsec’d. Notes	Caa1	6.250%	02/15/13		2,500		2,431,250
HCA, Inc., Sr. Unsec’d. Notes	Caa1	8.750%	09/01/10		3,208		3,284,190
Omega Healthcare Investors, Inc., Gtd. Notes(d)	Ba3	7.000%	01/15/16		7,955		7,835,675
Omega Healthcare Investors, Inc., Gtd. Notes	Ba3	7.000%	04/01/14		4,475		4,430,250
Psychiatric Solutions, Inc., Gtd. Notes, Ser. 1(d)	B3	7.750%	07/15/15		6,175		5,974,313
Psychiatric Solutions, Inc., Sr. Sub. Notes, 144A	B3	7.750%	07/15/15		2,325		2,191,312
Res-Care, Inc., Gtd. Notes	B1	7.750%	10/15/13		10,050		9,999,750

SEE NOTES TO FINANCIAL STATEMENTS.

A91

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Healthcare & Pharmaceutical (continued)
Select Medical Corp., Gtd. Notes	B3	7.625%	02/01/15	$	11,445	$	11,101,650
Senior Housing Properties Trust, Sr. Unsec’d. Notes	Ba1	7.875%	04/15/15		3,125		3,070,313
Senior Housing Properties Trust, Sr. Unsec’d. Notes	Ba1	8.625%	01/15/12		13,191		13,652,685
Skilled Healthcare Group, Inc., Gtd. Notes	Caa1	11.000%	01/15/14		9,394		9,934,155
Sun Healthcare Group, Inc., Gtd. Notes(d)	B3	9.125%	04/15/15		13,350		13,717,125
Surgical Care Affiliates, Inc., Sr. Sub. Notes, 144A(original cost $6,468,500; purchased 06/21/07-06/29/09)(b)(h)	Caa1	10.000%	07/15/17		7,750		7,130,000
Vanguard Health Holding Co. II LLC, Gtd. Notes	Caa1	9.000%	10/01/14		2,025		2,098,406
Ventas Realty LP/Ventas Capital Corp., Gtd. Notes	Ba1	6.750%	04/01/17		825		798,187
Ventas Realty LP/Ventas Capital Corp., Gtd. Notes	Ba1	7.125%	06/01/15		245		245,000
Viant Holdings, Inc., Gtd. Notes, 144A (original cost $10,848,144; purchased 07/30/07-12/17/08)(h)	Caa1	10.125%	07/15/17		13,732		13,663,340
							238,744,633
Healthcare Insurance — 0.3%
Coventry Health Care, Inc., Sr. Unsec’d. Notes	Ba1	5.950%	03/15/17		5,950		5,395,323
Coventry Health Care, Inc., Sr. Unsec’d. Notes	Ba1	6.125%	01/15/15		305		291,339
							5,686,662
Life Insurance — 0.9%
American International Group, Inc., Sr. Unsec’d. Notes	A3	5.050%	10/01/15		13,150		10,970,453
American International Group, Inc., Sr. Unsec’d. Notes, MTN	A3	5.600%	10/18/16		8,675		7,178,875
							18,149,328
Lodging — 1.0%
Felcor Lodging LP, Sr. Sec’d. Notes, 144A	B2	10.000%	10/01/14		5,700		5,749,875
Host Hotels & Resorts LP, Gtd. Notes, Ser. O	Ba1	6.375%	03/15/15		2,035		1,994,300
Host Hotels & Resorts LP, Gtd. Notes	BB+(c)	6.875%	11/01/14		1,090		1,096,812
Host Hotels & Resorts LP, Gtd. Notes, Ser. M	Ba1	7.000%	08/15/12		330		335,363
Host Hotels & Resorts LP, Gtd. Notes	Ba1	7.125%	11/01/13		1,215		1,234,744
NCL Corp. Ltd. (Bermuda), First Mtge. Bonds, 144A	B3	11.750%	11/15/16		4,200		4,147,500
Royal Caribbean Cruises Ltd. (Liberia), Sr. Unsec’d. Notes(d)	Ba3	11.875%	07/15/15		1,350		1,560,937
Starwood Hotels & Resorts Worldwide, Inc., Gtd. Notes	Ba1	7.875%	05/01/12		25		26,969
Starwood Hotels & Resorts Worldwide, Inc., Sr. Unsec’d. Notes	Ba1	7.875%	10/15/14		3,775		4,034,531
							20,181,031
Media & Entertainment — 3.8%
AMC Entertainment, Inc., Gtd. Notes(d)	Caa1	8.000%	03/01/14		675		644,625
AMC Entertainment, Inc., Gtd. Notes(d)	Caa1	11.000%	02/01/16		2,465		2,575,925
Clear Channel Communications, Inc., Gtd. Notes	Ca	10.750%	08/01/16		6,400		5,024,000
Clear Channel Communications, Inc., Sr. Unsec’d. Notes(d)	Ca	5.500%	09/15/14		5,235		3,428,925
Clear Channel Communications, Inc., Sr. Unsec’d. Notes(d)	Ca	5.750%	01/15/13		4,725		3,744,563
Clear Channel Communications, Inc., Sr. Unsec’d. Notes(d)	Ca	6.250%	03/15/11		6,000		5,617,500
Clear Channel Communications, Inc., Sr. Unsec’d. Notes	Ca	6.875%	06/15/18		625		339,062
CMP Susquehanna Corp., Gtd. Notes	Ca	9.875%	05/15/14		2,550		51,000
Dex Media West LLC/ Dex Media West Finance Co., Sr. Sub. Notes, Ser. B(e)	D(c)	9.875%	08/15/13		10,903		3,434,445
Dex Media, Inc., Sr. Unsec’d. Notes(e)	D(c)	8.000%	11/15/13		2,825		713,312
Intelsat Jackson Holdings Ltd. (Bahamas), Gtd. Notes, 144A	B3	8.500%	11/01/19		6,125		6,308,750
Intelsat Ltd. (Bermuda), Sr. Unsec’d. Notes(d)	Caa3	7.625%	04/15/12		1,000		990,000
Intelsat Subsidiary Holding Co. Ltd. (Bermuda), Gtd. Notes(d)	B3	8.875%	01/15/15		4,125		4,269,375
LIN Television Corp., Gtd. Notes(d)	B3	6.500%	05/15/13		1,895		1,828,675
Medianews Group, Inc., Sr. Sub. Notes(e)	NR	6.375%	04/01/14		625		63
Medianews Group, Inc., Sr. Sub. Notes(e)	NR	6.875%	10/01/13		1,375		137
Morris Publishing Group LLC, Gtd. Notes(e)	NR	7.000%	08/01/13		1,050		307,125
Quebecor Media, Inc. (Canada), Sr. Unsec’d. Notes	B2	7.750%	03/15/16		1,550		1,546,125
Quebecor Media, Inc. (Canada), Sr. Unsec’d. Notes	B2	7.750%	03/15/16		2,555		2,548,613
R.H. Donnelley Corp., Sr. Disc. Notes, Ser. A-1(e)	D(c)	6.875%	01/15/13		1,300		121,875
R.H. Donnelley Corp., Sr. Disc. Notes, Ser. A-2(e)	D(c)	6.875%	01/15/13		7,700		721,875

SEE NOTES TO FINANCIAL STATEMENTS.

A92

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Media & Entertainment (continued)
R.H. Donnelley Corp., Sr. Unsec’d. Notes, Ser. A-4(e)	D(c)	8.875%	10/15/17	$	2,000	$	187,500
Rainbow National Services LLC, Gtd. Notes, 144A	Ba3	8.750%	09/01/12		825		840,469
Rainbow National Services LLC, Gtd. Notes, 144A	B1	10.375%	09/01/14		205		216,275
Salem Communications Corp., Sr. Sec’d. Notes, 144A	B2	9.625%	12/15/16		4,000		4,190,000
Sinclair Television Group, Inc., Sr. Sec’d. Notes, 144A(d)	B2	9.250%	11/01/17		5,200		5,408,000
Universal City Development Partners Ltd., Sr. Notes, 144A(original cost $1,779,750; purchased 10/28/09)(h)	B3	8.875%	11/15/15		1,800		1,761,750
Universal City Development Partners Ltd., Sr. Sub. Notes, 144A (original cost $1,136,154; purchased 10/27/09)(h)	B3	10.875%	11/15/16		1,150		1,152,875
Univision Communications, Inc., Gtd. Notes, PIK, 144A(d)	Caa2	9.750%	03/15/15		10,456		9,161,708
WMG Acquisition Corp., Sr. Sec’d. Notes, 144A	Ba2	9.500%	06/15/16		6,775		7,257,719
							74,392,266
Metals — 4.3%
AK Steel Corp., Gtd. Notes	Ba3	7.750%	06/15/12		6,800		6,868,000
Aleris International, Inc., Gtd. Notes, PIK(e)	D(c)	9.000%	12/15/14		2,200		11,484
ArcelorMittal USA Partnership (Canada), Gtd. Notes	Baa3	9.750%	04/01/14		14,959		15,706,950
Arch Coal, Inc., Gtd. Notes, 144A	B1	8.750%	08/01/16		2,625		2,775,938
Century Aluminum Co., Sr. Sec’d. Notes	B(c)	8.000%	05/15/14		12,183		11,878,054
FMG Resources August 2006 Pty Ltd. (Australia), Sr. Sec’d. Notes, 144A	B2	10.000%	09/01/13		6,550		6,812,000
FMG Resources August 2006 Pty Ltd. (Australia), Sr. Sec’d. Notes, 144A	B2	10.625%	09/01/16		1,775		1,963,594
Foundation PA Coal Co. LLC, Gtd. Notes	Ba3	7.250%	08/01/14		1,850		1,873,125
Freeport-McMoRan Copper & Gold, Inc., Sr. Unsec’d. Notes	Ba2	8.375%	04/01/17		1,945		2,129,775
Metals USA, Inc., Sr. Sec’d. Notes	Caa1	11.125%	12/01/15		3,920		3,964,100
Ryerson, Inc., Sr. Sec’d. Notes	Caa1	12.000%	11/01/15		4,195		4,383,775
Teck Resources Ltd. (Canada), Sr. Sec’d. Notes(d)	Ba2	9.750%	05/15/14		12,050		13,902,687
Teck Resources Ltd. (Canada), Sr. Sec’d. Notes	Ba2	10.250%	05/15/16		4,125		4,805,625
Teck Resources Ltd. (Canada), Sr. Sec’d. Notes(d)	Ba2	10.750%	05/15/19		4,500		5,377,500
United States Steel Corp., Sr. Unsec’d. Notes	Ba3	7.000%	02/01/18		800		783,595
							83,236,202
Non-Captive Finance — 1.6%
CIT Group, Inc., Sr. Sec’d. Notes	NR	7.000%	05/01/14		731		679,282
CIT Group, Inc., Sr. Sec’d. Notes	NR	7.000%	05/01/17		1,707		1,480,465
CIT Group, Inc., Sr. Sec’d. Notes	NR	7.000%	05/01/13		488		454,682
CIT Group, Inc., Sr. Sec’d. Notes	NR	7.000%	05/01/15		731		654,598
CIT Group, Inc., Sr. Sec’d. Notes, Ser. .	NR	7.000%	05/01/16		10,519		9,256,711
GMAC, Inc., Gtd. Notes, 144A(d)	Ca	6.625%	05/15/12		4,625		4,532,500
GMAC, Inc., Gtd. Notes, 144A	Ca	6.750%	12/01/14		4,825		4,583,750
GMAC, Inc., Gtd. Notes, 144A(d)	Ca	6.875%	08/28/12		4,925		4,826,500
GMAC, Inc., Gtd. Notes, 144A(d)	Ca	6.875%	09/15/11		4,200		4,137,000
HSBC Finance Capital Trust IX, Gtd. Notes(a)	Baa1	5.911%	11/30/35		100		82,000
Jet Equipment Trust, Ser. 94-A, 144A(b)	NR	10.000%	06/15/12		121		66,759
Jet Equipment Trust, Sr. Unsec’d. Notes, Ser. 95-B, 144A(e)	NR	7.630%	08/15/12		11		6,011
							30,760,258
Packaging — 2.5%
Berry Plastics Holding Corp., Sec’d. Notes(a)	Caa1	4.129%	09/15/14		2,025		1,620,000
Berry Plastics Holding Corp., Sec’d. Notes(d)	Caa1	8.875%	09/15/14		6,750		6,564,375
BWAY Corp., Gtd. Notes, 144A	B3	10.000%	04/15/14		3,725		3,939,188
Crown Americas LLC/Crown Americas Capital Corp., Gtd. Notes	B1	7.625%	11/15/13		1,676		1,730,470
Exopack Holding Corp., Gtd. Notes	B3	11.250%	02/01/14		9,015		9,161,494
Graham Packaging Co. LP/GPC Capital Corp. I, Sr. Notes, 144A	Caa1	8.250%	01/01/17		3,550		3,505,625
Graham Packaging Co. LP/GPC Capital Corp. I, Inc., Gtd. Notes(d)	Caa1	9.875%	10/15/14		3,150		3,213,000
Greif, Inc., Sr. Unsec’d. Notes	Ba2	6.750%	02/01/17		4,140		4,057,200
Owens Brockway Glass Container, Inc., Gtd. Notes	Ba3	8.250%	05/15/13		3,825		3,930,187

SEE NOTES TO FINANCIAL STATEMENTS.

A93

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Packaging (continued)
Plastipak Holdings, Inc., Sr. Notes, 144A(original cost $1,993,875; purchased 07/23/09)(b)(d)(h)	B3	10.625%	08/15/19	$	2,040	$	2,249,100
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu, Sr. Sec’d. Notes, 144A(d)	B1	7.750%	10/15/16		6,000		6,135,000
Silgan Holdings, Inc., Sr. Sub. Notes	B1	6.750%	11/15/13		3,118		3,149,180
							49,254,819
Paper — 2.8%
Cascades, Inc. (Canada), Gtd. Notes, 144A(d)	Ba3	7.875%	01/15/20		2,625		2,664,375
Cascades, Inc. (Canada), Sr. Notes, 144A	Ba3	7.750%	12/15/17		5,250		5,302,500
Cellu Tissue Holdings, Inc., Sr. Sec’d. Notes	B2	11.500%	06/01/14		6,290		6,981,900
Domtar Corp., Gtd. Notes	Ba3	5.375%	12/01/13		600		579,000
Domtar Corp., Gtd. Notes, Ser. GLOB	Ba3	7.125%	08/15/15		1,300		1,306,500
Domtar Corp., Gtd. Notes	Ba3	7.875%	10/15/11		442		461,890
Domtar Corp., Sr. Unsec’d. Notes(d)	Ba3	10.750%	06/01/17		3,425		4,024,375
Georgia-Pacific LLC, Gtd. Notes, 144A (original cost $335,986; purchased 03/12/08)(h)	Ba3	7.000%	01/15/15		350		354,375
Georgia-Pacific LLC., Gtd. Notes, 144A (original cost $5,283,656; purchased 12/31/06-07/18/08)(h)	Ba3	7.125%	01/15/17		5,401		5,468,513
Georgia-Pacific LLC, Gtd. Notes, 144A (original cost $5,001,090; purchased 04/20/09)(h)	Ba3	8.250%	05/01/16		5,200		5,512,000
Georgia-Pacific LLC, Sr. Unsec’d. Notes	B2	8.125%	05/15/11		200		210,000
Graphic Packaging International, Inc., Gtd. Notes	B3	9.500%	06/15/17		2,525		2,676,500
Jefferson Smurfit Corp., Sr. Unsec’d. Notes(d)(e)	D(c)	8.250%	10/01/12		3,270		2,877,600
NewPage Corp., Sec’d. Notes	Caa2	10.000%	05/01/12		9,600		6,864,000
NewPage Corp., Sr. Sec’d. Notes, 144A	B2	11.375%	12/31/14		3,425		3,459,250
Rock-Tenn Co., Gtd. Notes	Ba2	9.250%	03/15/16		845		917,881
Smurfit-Stone Container Enterprises, Inc., Sr. Unsec’d. Notes(d)(e)	D(c)	8.375%	07/01/12		3,800		3,363,000
Verso Paper Holdings LLC, Gtd. Notes, Ser. B	Caa1	11.375%	08/01/16		1,050		845,250
							53,868,909
Pipelines & Other — 1.7%
AmeriGas Partners LP/ AmeriGas Eagle Finance Corp., Sr. Unsec’d. Notes	Ba3	7.125%	05/20/16		2,225		2,225,000
MarkWest Energy Partners LP / MarkWest Energy Finance Corp., Gtd. Notes, Ser. B	B2	8.750%	04/15/18		2,000		2,060,000
Sonat, Inc., Sr. Unsec’d. Notes	Ba3	7.625%	07/15/11		2,490		2,566,445
Targa Resources Partners LP, Gtd. Notes	B2	8.250%	07/01/16		3,725		3,692,406
Targa Resources Partners LP, Gtd. Notes, 144A	B2	11.250%	07/15/17		4,475		4,928,094
Targa Resources, Inc., Gtd. Notes	B3	8.500%	11/01/13		10,275		10,686,000
Williams Partners LP/Williams Partners Finance Corp., Sr. Unsec’d. Notes	Ba2	7.250%	02/01/17		3,000		3,030,576
Williams Partners LP/Williams Partners Finance Corp., Sr. Unsec’d. Notes	Ba2	7.500%	06/15/11		3,725		3,808,753
							32,997,274
Retailers — 2.4%
Macy’s Retail Holding, Inc., Gtd. Notes	Ba2	5.900%	12/01/16		500		487,500
Neiman Marcus Group, Inc. (The), Gtd. Notes, PIK(d)	Caa2	9.000%	10/15/15		6,766		6,613,477
Neiman Marcus Group, Inc. (The), Gtd. Notes(d)	Caa3	10.375%	10/15/15		3,395		3,327,100
Pantry, Inc., Gtd. Notes	Caa1	7.750%	02/15/14		5,175		4,968,000
Rite Aid Corp., Gtd. Notes(d)	Caa3	9.500%	06/15/17		5,800		5,046,000
Rite Aid Corp., Sr. Sec’d. Notes(d)	Caa2	7.500%	03/01/17		7,265		6,829,100
Rite Aid Corp., Sr. Sec’d. Notes(d)	Caa2	10.375%	07/15/16		6,860		7,271,600
Susser Holdings LLC, Gtd. Notes	B3	10.625%	12/15/13		7,180		7,485,150
Toys “R” US Property Co. LLC, Sr. Sec’d. Notes, 144A(d)	Ba2	8.500%	12/01/17		3,450		3,510,375
							45,538,302

SEE NOTES TO FINANCIAL STATEMENTS.

A94

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Technology — 9.4%
Advanced Micro Devices, Inc., Sr. Unsec’d. Notes, 144A(d)	B2	8.125%	12/15/17	$	9,675	$	9,638,719
Anixter International Inc., Gtd. Notes	Ba2	10.000%	03/15/14		7,650		8,453,250
Avago Technologies Finance Pte/ Avago Technologies US/Avago Technologies Wireless (Singapore), Gtd. Notes	Ba3	11.875%	12/01/15		4,200		4,625,250
Avaya, Inc., Sr. Notes, 144A (original cost $10,961,250; purchased 07/14/05-11/20/09)(b)(d)(h)	Caa2	9.750%	11/01/15		13,425		13,022,250
DuPont Fabros Technology LP, Gtd. Notes, 144A	Ba2	8.500%	12/15/17		4,825		4,903,406
First Data Corp., Gtd. Notes(d)	Caa1	9.875%	09/24/15		7,345		6,849,213
Freescale Semiconductor, Inc., Gtd. Notes, PIK(d)	Caa2	9.125%	12/15/14		1,929		1,704,512
GXS Worldwide, Inc., Sr. Sec’d. Notes, 144A	B2	9.750%	06/15/15		5,425		5,330,062
Lender Processing Services, Inc., Gtd. Notes	Ba2	8.125%	07/01/16		8,961		9,532,264
Nortel Networks Ltd. (Canada), Gtd. Notes(d)(e)	NR	10.125%	07/15/13		3,050		2,180,750
NXP BV/NXP Funding LLC (Netherlands), Sr. Sec’d. Notes, Ser. ExCH(d)	C	7.875%	10/15/14		20,150		18,286,125
Seagate Technology HDD Holdings (Cayman Islands), Gtd. Notes	Ba3	6.375%	10/01/11		10,500		10,683,750
Seagate Technology International (Cayman Islands), Sec’d. Notes, 144A	Ba1	10.000%	05/01/14		5,650		6,243,250
Sensata Technologies BV (Netherlands), Gtd. Notes	Caa2	8.000%	05/01/14		24,356		23,868,880
Serena Software, Inc., Gtd. Notes	Caa1	10.375%	03/15/16		4,840		4,652,450
STATS ChipPAC Ltd. (Singapore), Gtd. Notes	Ba1	6.750%	11/15/11		6,360		6,399,750
Sungard Data Systems, Inc., Gtd. Notes	Caa1	9.125%	08/15/13		2,080		2,132,000
Sungard Data Systems, Inc., Gtd. Notes(d)	Caa1	10.250%	08/15/15		13,050		13,898,250
Sungard Data Systems, Inc., Gtd. Notes(d)	Caa1	10.625%	05/15/15		14,925		16,436,156
Terremark Worldwide, Inc., Sr. Sec’d. Notes, 144A	B2	12.000%	06/15/17		2,525		2,790,125
Unisys Corp., Sr. Sec’d. Notes, 144A	Ba3	12.750%	10/15/14		5,050		5,832,750
Unisys Corp., Sr. Sec’d. Notes, 144A(d)	Ba3	14.250%	09/15/15		4,500		5,242,500
							182,705,662
Telecommunications — 5.0%
CC Holdings GS V LLC/Crown Castle GS III Corp., Sr. Sec’d. Notes, 144A	Baa3	7.750%	05/01/17		4,025		4,286,625
Clearwire Communications LLC/Clearwire Finance, Inc., Sr. Sec’d. Notes, 144A(d)	Caa1	12.000%	12/01/15		17,655		17,919,825
Clearwire Communications LLC/Clearwire Finance, Inc., Sr. Sec’d. Notes, 144A	Caa1	12.000%	12/01/15		2,000		2,030,000
Fairpoint Communications, Inc., Sr. Unsec’d. Notes, Ser. 1(e)	NR	13.125%	04/01/18		9,138		959,485
Frontier Communications Corp., Sr. Unsec’d. Notes(d)	Ba2	8.250%	05/01/14		1,400		1,459,500
Hawaiian Telcom Communications, Inc., Gtd. Notes, Ser. B(b)(e)	NR	8.765%	05/01/13		4,550		79,625
Hawaiian Telcom Communications, Inc., Gtd. Notes, Ser. B(b)(e)	NR	12.500%	05/01/15		1,950		195
Level 3 Financing, Inc., Gtd. Notes(d)	Caa1	8.750%	02/15/17		1,825		1,665,313
Level 3 Financing, Inc., Gtd. Notes(d)	Caa1	12.250%	03/15/13		10,750		11,395,000
Nextel Communications, Inc., Gtd. Notes, Ser. E	Ba2	6.875%	10/31/13		1,250		1,212,500
Northwestern Bell Telephone, Sr. Unsec’d. Notes	Ba1	7.750%	05/01/30		750		641,250
Qwest Capital Funding, Inc., Gtd. Notes	B1	7.250%	02/15/11		500		507,500
Qwest Capital Funding, Inc., Gtd. Notes	B1	7.900%	08/15/10		275		280,500
Qwest Communications International, Inc., Gtd. Notes	Ba3	7.250%	02/15/11		50		50,250
Qwest Corp., Sr. Unsec’d. Notes	Ba1	7.500%	10/01/14		2,525		2,622,844
Qwest Corp., Sr. Unsec’d. Notes	Ba1	7.625%	06/15/15		5,115		5,294,025
Qwest Corp., Sr. Unsec’d. Notes	Ba1	7.875%	09/01/11		25		26,188
Qwest Corp., Sr. Unsec’d. Notes	Ba1	8.375%	05/01/16		2,525		2,708,062
Qwest Corp., Sr. Unsec’d. Notes	Ba1	8.875%	03/15/12		750		806,250
SBA Telecommunications, Inc., Gtd. Notes, 144A	Ba2	8.000%	08/15/16		1,335		1,395,075
SBA Telecommunications, Inc., Gtd. Notes, 144A(d)	Ba2	8.250%	08/15/19		1,335		1,415,100
Sprint Capital Corp., Gtd. Notes	Ba3	6.875%	11/15/28		1,500		1,246,875
Sprint Capital Corp., Gtd. Notes	Ba3	6.900%	05/01/19		1,575		1,449,000
Sprint Capital Corp., Gtd. Notes(d)	Ba3	7.625%	01/30/11		6,450		6,603,187
Sprint Capital Corp., Gtd. Notes	Ba3	8.375%	03/15/12		2,400		2,484,000
Sprint Nextel Corp., Sr. Unsec’d. Notes(a)(d)	Ba3	0.651%	06/28/10		2,250		2,214,499

SEE NOTES TO FINANCIAL STATEMENTS.

A95

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

CORPORATE BONDS (continued)	Moody’s Rating (Unaudited)†	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Telecommunications (continued)
Sprint Nextel Corp., Sr. Unsec’d. Notes	Ba3	6.000%	12/01/16	$	2,970	$	2,710,125
Sprint Nextel Corp., Sr. Unsec’d. Notes(d)	Ba3	8.375%	08/15/17		1,800		1,836,000
Time Warner Telecom Holdings, Inc., Gtd. Notes	B2	9.250%	02/15/14		3,975		4,099,219
Wind Acquisition Finance SA (Luxembourg), Gtd. Notes, 144A	B2	11.750%	07/15/17		6,300		6,882,750
Windstream Corp., Gtd. Notes, 144A	Ba3	7.875%	11/01/17		1,770		1,747,875
Windstream Corp., Gtd. Notes	Ba3	8.125%	08/01/13		2,650		2,749,375
Windstream Corp., Gtd. Notes	Ba3	8.625%	08/01/16		5,220		5,311,350
							96,089,367
TOTAL CORPORATE BONDS (cost $1,644,154,236)							1,729,153,099
MUNICIPAL BOND — 0.1%
Oakland Calif. Uni. Sch. Dist. Alameda Cnty., BABs (cost $1,100,000)	Baa1	9.500%	08/01/34		1,100		1,124,057
RESIDENTIAL MORTGAGE-BACKED SECURITIES
Argent Securities, Inc., Ser. 2003-W8, Class M1(a)	Aa2	1.281%	12/25/33		171		129,597
Credit-Based Asset Servicing And Securitization LLC, Ser. 2007-CB1, Class AF2	Caa3	5.721%	01/25/37		600		270,017
Morgan Stanley ABS Capital I, Ser. 2007-HE6, Class A2(a)	B3	0.371%	05/25/37		100		39,593
Morgan Stanley Mortgage Loan Trust, Ser. 2006-12XS, Class A6A	B3	5.726%	10/25/36		493		266,649
Structured Asset Securities Corp., Ser. 2005-9XS, Class 2A1(a)	Baa1	0.531%	06/25/35		544		216,169
TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (cost $1,149,549)							922,025
				Shares
COMMON STOCKS — 0.1%
Cable
Adelphia Recovery Trust(b)(i)					500,000		500
Consumer
ICON Fitness Corp.(i)					18,093		181
Electric
Mirant Corp.(i)					2,240		34,205
Media & Entertainment
Virgin Media, Inc.					8,521		143,408
Non-Captive Finance
CIT Group, Inc.(i)					16,991		469,122
Pipelines & Other
SemGroup Corp. (Class A Stock)(i)					3,493		89,945
Technology — 0.1%
Xerox Corp.					137,561		1,163,766
Telecommunications
Netia SA (Poland)(i)					238,168		406,249
TOTAL COMMON STOCKS (cost $3,792,184)							2,307,376
PREFERRED STOCKS
Building Materials & Construction
New Millenium Homes LLC(original cost $0; purchased 07/28/05)(b)(h)(i)					3,000		708,000
Cable
Adelphia Communications Corp., PIK, 13.00%(b)(i)					5,000		5
PTV, Inc., Ser. A, 10.00%(i)					13		1
							6
TOTAL PREFERRED STOCKS (cost $4,765)							708,006

SEE NOTES TO FINANCIAL STATEMENTS.

A96

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

WARRANTS(b)(i)		Expiration Date	Units		Value (Note 2)
Media & Entertainment
Sirius XM Radio, Inc., 144A		3/15/10		5,005	$	5
Pipelines & Other
SemGroup Corp.		1/1/20		3,676		16,542
Technology
Viasystems Group, Inc.		1/31/10		45,109		4
Telecommunications
GT Group Telecommunications, Inc. (Canada), 144A		2/1/10		3,050		3
TOTAL WARRANTS (cost $1,246,361)						16,554
TOTAL LONG-TERM INVESTMENTS (cost $1,766,763,011)						1,859,617,843
	Interest Rate	Maturity Date	Principal Amount (000)
SHORT-TERM INVESTMENTS — 15.2%
U.S. GOVERNMENT TREASURY SECURITY
United States Treasury Bill(j) (cost $385,811)	0.198%	04/01/10	$	386		385,944
			Shares
AFFILIATED MUTUAL FUNDS — 15.2%
Dryden Core Investment Fund — Short-Term Bond Series(Note 4)(k)				500,314		4,282,690
Dryden Core Investment Fund — Taxable Money Market Series (cost $289,540,190; includes $256,445,495 of cash collateral received for securities on loan)(Note 4)(k)(l)				289,540,190		289,540,190
TOTAL AFFILIATED MUTUAL FUNDS (cost $294,303,189)						293,822,880
TOTAL SHORT-TERM INVESTMENTS (cost $294,689,000)						294,208,824
TOTAL INVESTMENTS(m) — 111.1% (cost $2,061,452,011)						2,153,826,667
LIABILITIES IN EXCESS OF OTHER ASSETS(n) — (11.1)%						(215,534,630	)
NET ASSETS — 100.0%					$	1,938,292,037

The following abbreviations are used in portfolio descriptions:

144A	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
BABs	Build America Bonds
CDO	Collateralized Debt Obligation
MTN	Medium Term Note
NR	Not Rated by Moody’s or Standard & Poor’s
PIK	Payment in Kind

† The ratings reflected are as of December 31, 2009. Ratings of certain bonds may have changed subsequent to that date.

(a) Indicates a variable rate security. The maturity date presented for these instruments is the latter of the next date on which the security can be redeemed at par or the next date on which the rate of interest is adjusted. The interest rate shown reflects the rate in effect at December 31, 2009.

(b) Indicates a security that has been deemed illiquid.

(c) Standard & Poor’s Rating

(d) All or a portion of security is on loan. The aggregate market value of such securities is $250,638,350; cash collateral of $256,445,495 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(e) Represents issuer in default on interest payments and/or principal repayment; non-income producing security.

(f) Represents zero coupon bond. Rate shown reflects the effective yield at December 31, 2009.

SEE NOTES TO FINANCIAL STATEMENTS.

A97

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

(g) Amount is actual; not rounded to thousands.

(h) Indicates a restricted security; the aggregate original cost of such securities is $81,792,913. The aggregate value of $86,299,638 is approximately 4.5% of net assets.

(i) Non-income producing security.

(j) Rate quoted represents yield-to-maturity as of purchase date.

(k) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund—Taxable Money Market Series and the Dryden Core Investment Fund—Short-Term Bond Series.

(l) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(m) As of December 31, 2009, eleven securities representing $1,620,040 and 0.1% of net assets were fair valued in accordance with the policies adopted by the Board of Trustees.

(n) Liabilities in excess of other assets includes net unrealized appreciation (depreciation) on credit default swap agreements as follows:

Credit default swap agreements outstanding at December 31, 2009:

Counterparty	Termination Date	Notional Amount (000)(4)		Fixed Rate	Reference Entity/Obligation	Fair Value			Upfront Premiums Paid/ (Received)			Unrealized Depreciation
Buy Protection(1):
Goldman Sachs International	12/20/2011	$	5,750	1.000%	Lennar Corp., 6.500%, 4/15/16	$	140,399		$	207,906		$	(67,507	)
JPMorgan Chase Bank	6/20/2013		5,000	6.650%	Tenet Healthcare Corp., 7.375%, 2/01/13		(469,286	)		—			(469,286	)
JPMorgan Chase Bank	12/20/2013		4,000	3.900%	JC Penney Co., Inc., 6.375%, 10/15/36		(413,454	)		1,525			(414,979	)
Goldman Sachs International	6/20/2019		2,500	5.000%	Sprint Nextel Corp., 6.000%, 12/01/16		(148,073	)		(12,784	)		(135,289	)
Barclays Bank PLC	6/20/2019		2,500	5.000%	Sprint Nextel Corp., 6.000%, 12/01/16		(148,073	)		(35,302	)		(112,771	)
						$	(1,038,487	)	$	161,345		$	(1,199,832	)

Counterparty	Termination Date	Implied Credit Spread at December 31, 2009(3)	Notional Amount (000)(4)		Fixed Rate	Reference Entity/Obligation	Fair Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit default swaps on corporate issues—Sell Protection(2)
Barclays Bank PLC	3/20/2010	0.972%	$	5,000	5.000%	HCA, Inc., 6.375%, 1/15/15	$	52,424		$	(85,305	)	$	137,729
JPMorgan Chase Bank	3/20/2010	0.690%		8,000	5.000%	General Electric Capital Corp., 5.625%, 9/15/17		88,853			(604,108	)		692,961
Deutsche Bank AG	12/20/2014	6.681%		9,000	5.000%	Ford Motor Co., 6.500%, 8/1/18		(593,499	)		(1,175,000	)		581,501
Goldman Sachs International	3/20/2016	4.999%		3,150	4.100%	NRG Energy, Inc., 7.250%, 2/01/14		(129,989	)		—			(129,989	)
							$	(582,211	)	$	(1,864,413	)	$	1,282,202

The Portfolio entered into credit default swaps as the protection seller on corporate issues to take an active short position with respect to the likelihood of a particular issuer’s default.

(1) If the Portfolio is a buyer of protection, it pays the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and make delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(2) If the Portfolio is a seller of protection, it receives the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

SEE NOTES TO FINANCIAL STATEMENTS.

A98

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

(3) Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of the reporting date serve as an indicator of the current status of the payment/performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include up-front payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

(4) Notional amount represents the maximum potential amount the Portfolio could be required to pay as a seller of credit protection or receive as a buyer or credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Asset-Backed Securities	$	—	$	3,040,000	$	396,789
Bank Loans		—		117,565,711		—
Collateralized Mortgage Obligations		—		4,384,226		—
Corporate Bonds		—		1,729,151,274		1,825
Municipal Bond		—		1,124,057		—
Residential Mortgage-Backed Securities		—		922,025		—
Common Stocks		1,810,501		406,249		90,626
Preferred Stocks		1		—		708,005
Warrants		8		—		16,546
U.S. Government Treasury Security		—		385,944		—
Affiliated Mutual Funds		293,822,880		—		—
		295,633,390		1,856,979,486		1,213,791
Other Financial Instruments*		—		82,370		—
Total	$	295,633,390	$	1,857,061,856	$	1,213,791

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Corporate Bonds			Common Stocks			Preferred Stocks		Warrants			Asset-Backed Securities
Balance as of 12/31/08	$	165,500		$	500		$	471,005	$	5,607		$	—
Realized gain (loss)		(54,952	)		—			—		(3,173,766	)		—
Earned amortization/accretion		(196,024	)		—			—		—			970
Change in unrealized appreciation (depreciation)		503,248			(1,043,706	)		237,000		2,978,171			(4,623	)
Purchases (Sales)		(415,947	)		1,133,832			—		206,534			400,442
Transfers in and/or out of Level 3		—			—			—		—			—
Balance as of 12/31/09	$	1,825		$	90,626		$	708,005	$	16,546		$	396,789

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

SEE NOTES TO FINANCIAL STATEMENTS.

A99

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 were as follows:

Affiliated Mutual Funds (including 13.2% of collateral received for securities on loan)	15.2	%
Healthcare & Pharmaceutical	13.3
Technology	10.1
Capital Goods	7.8
Electric	7.0
Energy – Other	5.6
Telecommunications	5.1
Gaming	4.9
Cable	4.7
Metals	4.3
Automotive	4.1
Media & Entertainment	3.8
Consumer	3.3
Paper	2.8
Foods	2.7
Packaging	2.5
Retailers	2.5
Pipelines & Other	1.7
Building Materials & Construction	1.6
Non-Captive Finance	1.6
Chemicals	1.5
Aerospace & Defense	1.3
Lodging	1.0
Insurance	0.9
Banking	0.8
Healthcare Insurance	0.3
Airlines	0.2
Asset-Backed Securities	0.2
Collateralized Mortgage Obligations	0.2
Municipal Bond	0.1
	111.1
Liabilities in excess of other assets	(11.1	)
	100.0	%

The Portfolio invested in derivative instruments during the reporting period. The primary types of risk associated with derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Credit contracts	Unrealized appreciation on swaps	$	1,412,191	Unrealized depreciation on swaps	$	1,329,821
Credit contracts	Premium paid for swap agreements		209,431	Premium received for swap agreements		1,912,499
Equity contracts	Unaffiliated investments		16,554	—		—
Total		$	1,638,176		$	3,242,320

SEE NOTES TO FINANCIAL STATEMENTS.

A100

	HIGH YIELD BOND PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Swaps			Warrants			Total
Credit contracts	$	(8,165,513	)	$	—		$	(8,165,513	)
Equity contracts		—			(3,173,766	)		(3,173,766	)
Total	$	(8,165,513	)	$	(3,173,766	)	$	(11,339,279	)
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Swaps			Warrants			Total
Credit contracts	$	3,446,866		$	—		$	3,446,866
Equity contracts		—			2,978,171			2,978,171
Total	$	3,446,866		$	2,978,171		$	6,425,037

For the year ended December 31, 2009, the Portfolio’s average volume of derivative activities is as follows:

Credit Default Swaps as Buyer (Notional Amount in USD (000))	Credit Default Swaps as Writer (Notional Amount in USD (000))
$ 31,400	$24,153

SEE NOTES TO FINANCIAL STATEMENTS.

A101

HIGH YIELD BOND PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $250,638,350:
Unaffiliated investments (cost $1,767,148,822)	$	1,860,003,787
Affiliated investments (cost $294,303,189)		293,822,880
Cash		3,093,631
Dividends and interest receivable		36,720,790
Receivable for investments sold		23,554,085
Unrealized appreciation on swaps		1,412,191
Premium paid for swap agreements		209,431
Receivable for Series shares sold		73,553
Prepaid expenses		19,407
Total Assets		2,218,909,755
LIABILITIES
Collateral for securities on loan		256,445,495
Payable for investments purchased		19,610,525
Premium received for swap agreements		1,912,499
Unrealized depreciation on swaps		1,329,821
Management fee payable		893,438
Payable for Series shares repurchased		278,311
Accrued expenses and other liabilities		141,048
Deferred trustees’ fees		5,688
Affiliated transfer agent fee payable		893
Total Liabilities		280,617,718
NET ASSETS	$	1,938,292,037
Net assets were comprised of:
Paid-in capital	$	2,293,186,092
Retained earnings		(354,894,055	)
Net assets, December 31, 2009	$	1,938,292,037
Net asset value and redemption price per share, $1,938,292,037 / 400,909,217 outstanding shares of beneficial interest	$	4.83

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated interest	$	157,457,579
Affiliated income from securities loaned, net		561,411
Affiliated dividend income		525,270
Unaffiliated dividend income		24,770
		158,569,030
EXPENSES
Management fee		8,444,280
Custodian’s fees and expenses		204,000
Shareholders’ reports		136,000
Insurance expenses		29,000
Audit fee		23,000
Trustees’ fees		23,000
Commitment fee on syndicated credit agreement		14,000
Legal fees and expenses		11,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Miscellaneous		9,438
Total expenses		8,903,718
NET INVESTMENT INCOME		149,665,312
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES
Net realized loss on:
Investment transactions (including affiliated: $(3,760,047))		(91,683,416	)
Swap agreement transactions		(8,165,513	)
Foreign currency transactions		(107,308	)
		(99,956,237	)
Net change in unrealized appreciation (depreciation) on:
Investments (including affiliated: $5,282,209)		531,616,520
Swaps		3,446,866
Foreign currencies		250,359
		535,313,745
NET GAIN ON INVESTMENTS, SWAPS AND FOREIGN CURRENCIES		435,357,508
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	585,022,820

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	149,665,312		$	134,587,203
Net realized loss on investment, swap and foreign currency transactions		(99,956,237	)		(105,734,132	)
Net change in unrealized appreciation (depreciation) on investments, swaps and foreign currencies		535,313,745			(389,181,610	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		585,022,820			(360,328,539	)
DISTRIBUTIONS		(146,754,201	)		(133,562,726	)
SERIES SHARE TRANSACTIONS:
Series shares sold [4,625,109 and 1,247,295 shares, respectively]		19,572,637			5,374,155
Series shares issued in reinvestment of dividends and distributions [34,474,693 and 30,575,224 shares, respectively]		146,754,201			133,562,726
Net asset value of shares issued in merger [33,152,623 and 0 shares, respectively] (Note 10)		157,806,487			—
Series shares repurchased [14,949,827 and 17,244,757 shares, respectively]		(63,973,510	)		(79,147,876	)
NET INCREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		260,159,815			59,789,005
TOTAL INCREASE (DECREASE) IN NET ASSETS		698,428,434			(434,102,260	)
NET ASSETS:
Beginning of year		1,239,863,603			1,673,965,863
End of year	$	1,938,292,037		$	1,239,863,603

SEE NOTES TO FINANCIAL STATEMENTS.

A102

	JENNISON PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 99.1%
COMMON STOCKS — 98.1%	Shares	Value (Note 2)
Aerospace & Defense — 2.0%
Precision Castparts Corp.	124,280	$	13,714,298
United Technologies Corp.	186,889		12,971,965
			26,686,263
Auto Components — 0.6%
Johnson Controls, Inc.	320,300		8,724,972
Beverages — 1.1%
PepsiCo, Inc.	238,400		14,494,720
Biotechnology — 4.4%
Celgene Corp.(a)	369,500		20,573,760
Gilead Sciences, Inc.(a)	647,900		28,041,112
Vertex Pharmaceuticals, Inc.(a)(b)	215,400		9,229,890
			57,844,762
Capital Markets — 4.2%
Charles Schwab Corp. (The)	1,080,400		20,333,128
Goldman Sachs Group, Inc. (The)	196,900		33,244,596
Morgan Stanley	68,200		2,018,720
			55,596,444
Chemicals — 1.2%
Monsanto Co.	55,300		4,520,775
Praxair, Inc.	138,600		11,130,966
			15,651,741
Communications Equipment — 6.4%
Cisco Systems, Inc.(a)	1,165,900		27,911,646
Juniper Networks, Inc.(a)(b)	378,500		10,094,595
QUALCOMM, Inc.	994,100		45,987,066
			83,993,307
Computers & Peripherals — 9.5%
Apple, Inc.(a)	297,937		62,822,996
Hewlett-Packard Co.	711,900		36,669,969
NetApp, Inc.(a)	738,300		25,390,137
			124,883,102
Diversified Financial Services — 1.0%
JPMorgan Chase & Co.	308,400		12,851,028
Electronic Equipment & Instruments — 0.8%
Agilent Technologies, Inc.(a)(b)	350,910		10,902,774
Energy Equipment & Services — 1.9%
Schlumberger Ltd.	379,700		24,714,673
Food & Staples Retailing — 1.4%
Costco Wholesale Corp.	319,000		18,875,230
Food Products — 1.6%
Unilever PLC (United Kingdom)	666,500		21,364,857
Healthcare Equipment & Supplies — 4.3%
Alcon, Inc.	196,800		32,344,080
Baxter International, Inc.	413,200		24,246,576
			56,590,656
Healthcare Providers & Services — 3.3%
Express Scripts, Inc.(a)	77,500		6,699,875
Medco Health Solutions, Inc.(a)	568,700		36,345,617
			43,045,492

COMMON STOCKS (continued)	Shares	Value (Note 2)
Hotels Restaurants & Leisure — 1.5%
Marriott International, Inc. (Class A Stock)(b)	503,196	$	13,712,091
Starbucks Corp.(a)(b)	288,500		6,652,810
			20,364,901
Household Products — 1.3%
Colgate-Palmolive Co.	214,900		17,654,035
Internet & Catalog Retail — 4.2%
Amazon.com, Inc.(a)	413,600		55,637,472
Internet Software & Services — 6.7%
Baidu, Inc. (China), ADR(a)	29,764		12,239,850
Google, Inc. (Class A Stock)(a)	105,042		65,123,939
Tencent Holdings Ltd. (China)	495,800		10,723,023
			88,086,812
IT Services — 5.7%
Mastercard, Inc. (Class A Stock)(b)	146,700		37,552,266
Visa, Inc. (Class A Stock)(b)	427,000		37,345,420
			74,897,686
Life Sciences Tools & Services — 0.5%
Illumina, Inc.(a)(b)	212,200		6,503,930
Machinery — 0.5%
Cummins, Inc.	139,010		6,374,998
Media — 2.2%
Walt Disney Co. (The)	895,200		28,870,200
Multiline Retail — 2.5%
Kohl’s Corp.(a)(b)	312,600		16,858,518
Target Corp.	338,600		16,378,082
			33,236,600
Oil, Gas & Consumable Fuels — 4.7%
Apache Corp.	85,800		8,851,986
Occidental Petroleum Corp.	313,200		25,478,820
Petroleo Brasileiro SA (Brazil), ADR	314,100		14,976,288
Southwestern Energy Co.(a)	275,500		13,279,100
			62,586,194
Pharmaceuticals — 7.8%
Abbott Laboratories	302,800		16,348,172
Mylan, Inc.(a)(b)	554,600		10,221,278
Novartis AG (Switzerland), ADR	227,500		12,382,825
Pfizer, Inc.	705,500		12,833,045
Roche Holding AG (Switzerland), ADR	306,700		12,942,740
Shire PLC (Ireland), ADR(b)	240,570		14,121,459
Teva Pharmaceutical Industries Ltd. (Israel), ADR	434,300		24,398,974
			103,248,493
Road & Rail — 0.9%
Union Pacific Corp.	183,100		11,700,090
Semiconductor Equipment — 4.1%
Advanced Micro Devices, Inc.(a)(b)	1,292,000		12,506,560
Analog Devices, Inc.,	474,900		14,997,342
Cree, Inc.(a)(b)	151,200		8,523,144
Intel Corp.	876,300		17,876,520
			53,903,566

SEE NOTES TO FINANCIAL STATEMENTS.

A103

	JENNISON PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Software — 8.2%
Adobe Systems, Inc.(a)	889,100	$	32,701,098
Microsoft Corp.	1,754,300		53,488,607
Salesforce.com, Inc.(a)(b)	227,340		16,770,872
VMware, Inc. (Class A Stock)(a)	110,700		4,691,466
			107,652,043
Specialty Retail — 1.2%
Staples, Inc.	266,000		6,540,940
Tiffany & Co.	216,413		9,305,759
			15,846,699
Textiles, Apparel & Luxury Goods — 2.4%
Coach, Inc.	208,180		7,604,815
NIKE, Inc. (Class B Stock)(b)	363,980		24,048,159
			31,652,974
TOTAL COMMON STOCKS (cost $890,226,407)			1,294,436,714
PREFERRED STOCK — 1.0%
Diversified Financial Services
Bank of America Corp.(a) (cost $13,168,652)	857,100		12,787,932
TOTAL LONG-TERM INVESTMENTS (cost $903,395,059)			1,307,224,646
SHORT-TERM INVESTMENT — 13.0%
Affiliated Money Market Mutual Fund
Dryden Core Investment Fund — Taxable Money Market Series (cost $171,487,172; includes $159,672,410 of cash collateral received for securities on loan)(Note 4)(c)(d)	171,487,172		171,487,172
TOTAL INVESTMENTS (e) — 112.1% (cost $1,074,882,231)			1,478,711,818
LIABILITIES IN EXCESS OF OTHER ASSETS — (12.1)%			(159,738,409	)
NET ASSETS — 100.0%		$	1,318,973,409

The following abbreviation is used in portfolio descriptions:

ADR American Depositary Receipt

(a) Non-income producing security.

(b) All or a portion of security is on loan. The aggregate market value of such securities is $154,627,023; cash collateral of $159,672,410 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(c) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(d) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

(e) As of December 31, 2009, 2 securities representing $32,087,880 and 2.4% of the net assets were fair valued in accordance with the policies adopted by the Board of Trustees.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks	$	1,262,348,834	$	32,087,880	$	—
Preferred Stock		12,787,932		—		—
Affiliated Money Market Mutual Fund		171,487,172		—		—
		1,446,623,938		32,087,880		—
Other Financial Instruments*		—		—		—
Total	$	1,446,623,938	$	32,087,880	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2008 and December 31, 2009, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

SEE NOTES TO FINANCIAL STATEMENTS.

A104

	JENNISON PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Affiliated Money Market Mutual Fund (including 12.1% of collateral received for securities on loan)	13.0	%
Computers & Peripherals	9.5
Software	8.2
Pharmaceuticals	7.8
Internet Software & Services	6.7
Communications Equipment	6.4
IT Services	5.7
Oil, Gas & Consumable Fuels	4.7
Biotechnology	4.4
Healthcare Equipment & Supplies	4.3
Capital Markets	4.2
Internet & Catalog Retail	4.2
Semiconductor Equipment	4.1
Healthcare Providers & Services	3.3
Multiline Retail	2.5
Textiles, Apparel & Luxury Goods	2.4
Media	2.2
Aerospace & Defense	2.0
Diversified Financial Services	2.0
Energy Equipment & Services	1.9
Food Products	1.6
Hotels Restaurants & Leisure	1.5
Food & Staples Retailing	1.4
Household Products	1.3
Chemicals	1.2
Specialty Retail	1.2
Beverages	1.1
Road & Rail	0.9
Electronic Equipment & Instruments	0.8
Auto Components	0.6
Life Sciences Tools & Services	0.5
Machinery	0.5
	112.1
Liabilities in excess of other assets	(12.1	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A105

JENNISON PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $154,627,023:
Unaffiliated investments (cost $903,395,059)	$	1,307,224,646
Affiliated investments (cost $171,487,172)		171,487,172
Dividends and interest receivable		1,314,785
Receivable for investments sold		1,097,162
Foreign tax reclaim receivable		406,742
Receivable for Series shares sold		189,650
Prepaid expenses		14,703
Total Assets		1,481,734,860
LIABILITIES
Collateral for securities on loan		159,672,410
Payable for investments purchased		1,844,042
Management fee payable		665,444
Payable for Series shares repurchased		367,917
Accrued expenses and other liabilities		175,626
Payable to custodian		28,750
Distribution fee payable		4,167
Administration fee payable		2,500
Affiliated transfer agent fee payable		595
Total Liabilities		162,761,451
NET ASSETS	$	1,318,973,409
Net assets were comprised of:
Paid-in capital	$	1,830,717,015
Retained earnings		(511,743,606	)
Net assets, December 31, 2009	$	1,318,973,409
Class I:
Net asset value and redemption price per share, $1,298,738,937/62,215,969 outstanding shares of beneficial interest	$	20.87
Class II:
Net asset value and redemption price per share, $20,234,472/984,465 outstanding shares of beneficial interest	$	20.55

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of foreign withholding taxes of $407,117)	$	12,972,330
Affiliated income from securities loaned, net		513,433
Affiliated dividend income		76,591
		13,562,354
EXPENSES
Management fee		7,543,247
Distribution fee—Class II		38,270
Administration fee—Class II		22,962
Shareholders’ reports		175,000
Custodian’s fees and expenses		160,000
Insurance expenses		30,000
Audit fee		26,000
Trustees’ fees		26,000
Commitment fee on syndicated credit agreement		12,000
Legal fees and expenses		10,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Loan interest expense (Note 8)		214
Miscellaneous		21,392
Total expenses		8,075,085
NET INVESTMENT INCOME		5,487,269
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES
Net realized gain (loss) on:
Investment transactions		80,175,176
Foreign currency transactions		(179,518	)
		79,995,658
Net change in unrealized appreciation (depreciation) on:
Investments		373,410,077
Foreign currencies		1,842
		373,411,919
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES		453,407,577
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	458,894,846

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	5,487,269		$	8,629,931
Net realized gain (loss) on investments and foreign currencies		79,995,658			(196,857,449	)
Net change in unrealized appreciation (depreciation) on investments and foreign currencies		373,411,919			(549,977,705	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		458,894,846			(738,205,223	)
DISTRIBUTIONS:
Class I		(8,584,877	)		(8,646,693	)
Class II		(43,518	)		(11,569	)
TOTAL DISTRIBUTIONS		(8,628,395	)		(8,658,262	)
SERIES SHARE TRANSACTIONS (Note 7):
Series shares sold		59,834,121			60,259,927
Series shares issued in reinvestment of dividends and distributions		8,628,395			8,658,027
Series shares repurchased		(359,926,940	)		(284,240,992	)
NET DECREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(291,464,424	)		(215,323,038	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		158,802,027			(962,186,523	)
NET ASSETS:
Beginning of year		1,160,171,382			2,122,357,905
End of year	$	1,318,973,409		$	1,160,171,382

SEE NOTES TO FINANCIAL STATEMENTS.

A106

	MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Certficates of Deposit — 30.1%
Banco Bilbao Vizcaya Argentaria SA	0.255%	04/12/10	$	4,500	$	4,499,684
Bank of America NA	0.350%	01/28/10		30,000		30,000,000
Bank of America NA	0.220%	02/16/10		20,000		20,000,000
Bank of Nova Scotia Houston	0.210%	01/14/10		35,000		35,000,000
Bank of Tokyo Mitsubishi UFJ Ltd.	0.250%	01/29/10		55,000		55,000,000
BNP Paribas	0.240%	01/15/10		55,000		55,000,000
BNP Paribas SA NY	0.290%	03/08/10		816		815,985
Chase Bank USA NA	0.190%	02/10/10		25,000		25,000,000
Rabobank NA	0.310%	03/03/10		510		510,008
Rabobank NA	0.240%	03/16/10		588		587,928
Rabobank NA	0.340%	03/17/10		408		408,034
Royal Bank of Scotland PLC(c).	0.833%	01/19/10		10,000		10,000,000
State Street Bank & Trust Co.	0.210%	01/19/10		23,000		23,000,000
Sumitomo Mitsui Banking Corp./New York	0.260%	02/01/10		57,000		57,000,000
UBS AG	0.660%	01/29/10		50,000		50,000,000
Unicredit SPA	0.220%	01/27/10		1,176		1,175,932
						367,997,571
Commercial Paper — 48.9%
Banco Bilbao Vizcaya Argentaria SA, 144A(a)	0.250%	02/12/10		8,717		8,714,457
Banco Bilbao Vizcaya Argentaria SA, 144A(a)	0.300%	06/08/10		9,500		9,487,492
BlackRock, Inc., 144A(a)	0.200%	01/29/10		14,000		13,997,822
BPCE SA, 144A(a)	0.270%	02/16/10		61,000		60,978,955
CBA (Delaware) Finance(a)	0.220%	01/06/10		29,000		28,999,114
DNP Norbank ASA, 144A(a)	0.300%	01/25/10		1,000		999,800
DNP Norbank ASA, 144A(a)	0.230%	01/29/10		13,276		13,273,625
E.ON AG, 144A(a)	0.250%	01/12/10		12,000		11,999,083
GDF Suez, 144A(a)	0.190%	01/13/10		5,000		4,999,683
HSBC USA, Inc.(a)	0.225%	01/04/10		31,949		31,948,401
HSBC USA, Inc.(a)	0.220%	01/11/10		21,227		21,225,703
New York Life Capital Corp., 144A(a)	0.160%	01/15/10		19,000		18,998,818
Nordea North America(a)	0.190%	02/24/10		20,000		19,994,300
Old Line Funding LLC, 144A(a)	0.160%	01/15/10		8,000		7,999,502
Old Line Funding LLC, 144A(a)	0.180%	02/16/10		5,000		4,998,850
Prudential PLC, 144A(a)	0.230%	01/20/10		14,000		13,998,301
Royal Bank of Scotland PLC(a)	0.430%	02/05/10		50,000		49,979,097
Societe Generale North America, Inc.(a)	0.210%	01/19/10		25,000		24,997,375
Societe Generale North America, Inc.(a)	0.240%	02/05/10		21,832		21,826,906
Societe Generale North America, Inc.(a)	0.250%	04/01/10		10,000		9,993,750
State Street Corp.(a)	0.210%	03/01/10		30,000		29,989,675
Straight-A Funding LLC, 144A(a)	0.210%	01/20/10		4,000		3,999,557
Straight-A Funding LLC, 144A(a)	0.200%	02/01/10		13,000		12,997,761
Straight-A Funding LLC, 144A(a)	0.200%	02/08/10		15,000		14,996,833
Straight-A Funding LLC, 144A(a)	0.170%	02/16/10		29,000		28,993,701
Swedbank AB, 144A(a)	0.890%	02/10/10		38,000		37,962,422
Swedbank AB, 144A(a)	0.850%	02/11/10		12,000		11,988,383
Swedbank AB, 144A(a)	0.820%	02/17/10		10,000		9,989,294
Total Capital Canada Ltd., 144A(a)	0.200%	01/14/10		11,000		10,999,206
Total Capital Canada Ltd., 144A(a)	0.200%	01/15/10		23,000		22,998,211
Toyota Motor Credit Corp.(a)	0.170%	01/13/10		20,555		20,553,835
Unicredit Delaware, Inc., 144A(a)	0.320%	01/14/10		8,000		7,999,076
Unicredit Delaware, Inc., 144A(a)	0.330%	01/19/10		6,000		5,999,010
						598,877,998
Other Corporate Obligations — 11.9%
Bank of America NA, FDIC Gtd. Notes(c)	0.331%	01/29/10		30,000		30,000,000
Barclays Bank PLC NY(c)	0.482%	03/17/10		41,000		41,000,000

SEE NOTES TO FINANCIAL STATEMENTS.

A107

	MONEY MARKET PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

	Interest Rate	Maturity Date	Principal Amount (000)		Value (Note 2)
Other Corporate Obligations (continued)
Citigroup Funding, Inc., FDIC Gtd. Notes, M.T.N.(c)	0.381%	01/29/10	$	25,000	$	25,000,000
Goldman Sachs Group, Inc., M.T.N.(b)	0.400%	02/03/10		50,000		50,000,000
						146,000,000
U.S. Government Agencies — 7.4%
Federal Home Loan Mortgage Corp.(c)	0.242%	02/24/10		60,000		59,992,402
Federal National Mortgage Association(c)	0.228%	02/05/10		30,000		29,993,840
						89,986,242
U.S. Treasury Security — 1.7%
U.S. Treasury Bill(a)	0.430%	12/16/10		21,143		21,054,863
TOTAL INVESTMENTS — 100.0% (amortized cost $1,223,916,674)						1,223,916,674
LIABILITIES IN EXCESS OF OTHER ASSETS						(539,368	)
NET ASSETS — 100.0%					$	1,223,377,306

The following abbreviations are used in portfolio descriptions:

144A	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
FDIC	Federal Deposit Insurance Corporation
M.T.N.	Medium Term Note

(a) Rate quoted represents yield-to-maturity as of purchase date.

(b) Indicates a security that has been deemed illiquid.

(c) Indicates a variable rate security. The maturity date presented for these instruments is the later of the next date on which the security can be redeemed at par or the next date on which the rate of interest is adjusted. The interest rate shown reflects the rate in effect at December 31, 2009.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Certificates of Deposit	$	—	$	367,997,571	$	—
Commerical Paper		—		598,877,998		—
Other Corporate Obligations		—		146,000,000		—
U.S. Government Agencies		—		89,986,242		—
U.S. Treasury Security		—		21,054,863		—
		—		1,223,916,674		—
Other Financial Instruments*		—		—		—
Total	$	—	$	1,223,916,674	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

SEE NOTES TO FINANCIAL STATEMENTS.

A108

	MONEY MARKET PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Commercial Paper	48.9	%
Certificates of Deposit	30.1
Other Corporate Obligations	11.9
U.S. Government Agencies	7.4
U.S. Treasury Security	1.7
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A109

MONEY MARKET PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value (amortized cost of $1,223,916,674)	$	1,223,916,674
Cash		13,447
Interest receivable		371,732
Receivable for Series shares sold		52,806
Prepaid expenses		15,653
Total Assets		1,224,370,312
LIABILITIES
Payable for Series shares repurchased		594,237
Management fee payable		255,862
Accrued expenses and other liabilities		142,312
Affiliated transfer agent fee payable		595
Total Liabilities		993,006
NET ASSETS	$	1,223,377,306
Net assets were comprised of:
Paid-in capital	$	1,223,377,306
Net assets, December 31, 2009	$	1,223,377,306
Net asset value and redemption price per share, $1,223,377,306 / 122,337,727 outstanding shares of beneficial interest	$	10.00

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Interest	$	10,939,034
EXPENSES
Management fee		5,467,308
Custodian’s fees and expenses		150,000
Shareholders’ reports		141,000
Trustees’ fees		29,000
Insurance expenses		24,000
Audit fee		16,000
Legal fees and expenses		14,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		9,000
Miscellaneous		13,099
Total expenses		5,863,407
Less: Management fee waiver (Note 3)		(476,147	)
Net expenses		5,387,260
NET INVESTMENT INCOME		5,551,774
NET REALIZED GAIN ON INVESTMENT TRANSACTIONS		87,871
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,639,645

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	5,551,774		$	35,884,366
Net realized gain on investments transactions		87,871			74,311
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		5,639,645			35,958,677
DISTRIBUTIONS		(5,639,645	)		(35,958,677	)
SERIES SHARE TRANSACTIONS:
Series shares sold [28,709,615 and 41,282,769 shares, respectively]		287,096,151			412,827,618
Series shares issued in reinvestment of dividends and distributions [563,962 and 3,595,860 shares, respectively]		5,639,645			35,958,677
Series shares repurchased [55,911,624 and 24,895,819 shares, respectively]		(559,116,243	)		(248,958,192	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(266,380,447	)		199,828,103
TOTAL INCREASE (DECREASE) IN NET ASSETS		(266,380,447	)		199,828,103
NET ASSETS:
Beginning of year		1,489,757,753			1,289,929,650
End of year	$	1,223,377,306		$	1,489,757,753

SEE NOTES TO FINANCIAL STATEMENTS.

A110

	NATURAL RESOURCES PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 97.7%
COMMON STOCKS — 97.7%	Shares	Value (Note 2)
Chemicals — 0.5%
Potash Corp. of Saskatchewan, Inc.	60,100	$	6,520,850
Electrical Equipment — 0.5%
Yingli Green Energy Holding Co. Ltd., (China), ADR(a)(b)	347,100		5,487,651
Energy Equipment & Services — 15.3%
Cameron International Corp.(b)	457,500		19,123,500
Dresser-Rand Group, Inc.(b)	264,700		8,367,167
DRIL-QUIP, Inc.(a)(b)	375,600		21,213,888
FMC Technologies, Inc.(b)	199,600		11,544,864
Halliburton Co.	778,000		23,410,020
Helmerich & Payne, Inc.	231,900		9,248,172
Integra Group Holdings, GDR(b)	1,236,950		3,710,850
National-Oilwell Varco, Inc.	389,500		17,173,055
Noble Corp.	416,400		16,947,480
Schlumberger Ltd.	235,300		15,315,677
Superior Energy Services, Inc.(a)(b)	371,900		9,033,451
Tenaris SA (Luxembourg), ADR(a)	302,000		12,880,300
Weatherford International Ltd.(b)	665,500		11,919,105
			179,887,529
Food Products — 1.1%
Agrenco Ltd. (Brazil), 144A(b)	1,166,700		1,909,877
Cosan Ltd. (Class A Stock)(b)	1,216,000		10,579,200
			12,489,077
Gas Utilities — 1.0%
EQT Corp.,	281,600		12,367,872
Independent Power Producers & Energy Traders — 0.6%
NRG Energy, Inc.(b)	320,000		7,555,200
Metals & Mining — 33.2%
African Rainbow Minerals Ltd. (South Africa)	502,250		11,770,846
Agnico-Eagle Mines Ltd.	176,200		9,514,800
Alcoa, Inc.	362,800		5,848,336
AXMIN, Inc. (Canada)(b)	4,139,800		336,456
BHP Billiton Ltd. (Australia), ADR(a)	182,600		13,983,508
Century Aluminum Co.(b)	535,800		8,674,602
Cia de Minas Buenaventura SA (Peru), ADR	572,100		19,148,187
Cliffs Natural Resources, Inc.	352,800		16,260,552
Eldorado Gold Corp. (Canada)(b)	1,400,000		19,972,271
European Goldfields Ltd. (Canada)(b)	1,402,700		8,154,531
First Quantum Minerals Ltd. (Canada)	216,900		16,645,211
First Uranium Corp. (South Africa), 144A(b)	400,000		879,667
First Uranium Corp. (South Africa)(b)	368,400		810,174
FNX Mining Co., Inc. (Canada), 144A(b)	56,300		622,296
FNX Mining Co., Inc. (Canada)(b)	331,000		3,658,613
Freeport-McMoRan Copper & Gold, Inc.(b)	323,519		25,975,340
Fronteer Development Group, Inc.(b)	700,800		2,754,144
Gabriel Resources Ltd. (Canada)(b)	1,691,900		7,069,468
Gold Reserve, Inc.(b)	124,300		136,678

COMMON STOCKS (continued)	Shares	Value (Note 2)
Metals & Mining (continued)
Gold Reserve, Inc.(b)	561,900	$	612,471
Goldcorp, Inc.	377,477		14,849,945
Hecla Mining Co.(a)(b)	1,388,500		8,580,930
Highland Gold Mining Ltd. (United Kingdom)(b)	408,300		594,131
Impala Platinum Holdings Ltd. (South Africa), ADR	450,100		12,287,730
Kinross Gold Corp.	791,000		14,554,400
Lihir Gold Ltd. (Papua New Guinea), ADR	421,200		12,294,828
MMX Mineracao e Metalicos SA (Brazil)(b)	779,000		5,525,933
Nevsun Resources Ltd. (Canada)(b)	1,643,700		3,976,250
Newcrest Mining Ltd. (Australia)	474,478		15,028,933
Newmont Mining Corp.	293,900		13,904,409
Northern Dynasty Minerals Ltd.(b)	820,300		6,783,881
Pan American Silver Corp.(b)	386,800		9,209,708
Pan American Silver Corp. (Canada)(b)	120,258		2,881,547
Platmin Ltd. (South Africa), 144A(b)(c)	276,900		349,484
Randgold Resources Ltd. (Jersey Islands), ADR(a)	165,200		13,070,624
Rio Tinto PLC (United Kingdom), ADR	56,000		12,061,840
Seabridge Gold, Inc.(a)(b)	204,900		4,972,923
SEMAFO, Inc. (Canada), 144A(b)(c)	2,385,200		10,103,204
Silver Wheaton Corp.(b)	672,300		10,097,946
Southern Copper Corp.(a)	202,800		6,674,148
Sterlite Industries India Ltd. (India), ADR(a)	919,700		16,756,934
Vale SA (Brazil), ADR(a)	645,700		18,744,671
Western Areas NL (Australia)(b)	590,900		2,641,122
			388,773,672
Oil, Gas & Consumable Fuels — 44.6%
Advantage Oil & Gas Ltd. (Canada)	407,900		2,691,122
Advantage Oil & Gas Ltd. (Canada)	145,300		958,617
Alpha Natural Resources, Inc.(a)(b)	279,600		12,129,048
Anadarko Petroleum Corp.,	241,900		15,099,398
Apache Corp.	206,800		21,335,556
Atlas Energy, Inc.	298,100		8,993,677
BG Group PLC (United Kingdom)	1,057,500		19,094,484
BPI Energy Holdings, Inc.(b)	2,800,000		30,800
Cabot Oil & Gas Corp.	429,800		18,734,982
Cairn Energy PLC (United Kingdom)(b)	3,069,000		16,429,223
Cameco Corp. (Canada)	425,200		13,794,556
Canadian Natural Resources Ltd.	189,700		13,648,915
Cobalt International Energy, Inc.(b)	508,200		7,033,488
Concho Resources, Inc.(b)	410,200		18,417,980
EOG Resources, Inc.,	167,900		16,336,670
Forest Oil Corp.(a)(b)	60,200		1,339,450
Hess Corp.	122,500		7,411,250
Linc Energy Ltd. (Australia), 144A(b)(c)	2,820,000		4,015,587
Newfield Exploration Co.,(b)	300,600		14,497,938
Noble Energy, Inc.	223,200		15,896,304

SEE NOTES TO FINANCIAL STATEMENTS.

A111

	NATURAL RESOURCES PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Oil, Gas & Consumable Fuels (continued)
Occidental Petroleum Corp.	309,200	$	25,153,420
OGX Petroleo e Gas Participacoes SA (Brazil)	2,021,300		19,853,090
Oil Search Ltd. (Papua New Guinea)	1,737,314		9,525,269
OPTI Canada, Inc. (Canada)(b)	564,348		1,095,402
Pacific Rubiales Energy Corp. (Canada)(b)	1,377,400		20,347,880
Petrohawk Energy Corp.(b)	553,700		13,283,263
Petroleo Brasileiro SA (Brazil), ADR	426,600		20,340,288
Range Resources Corp.	315,450		15,725,182
Reliance Industries Ltd. (India), GDR, 144A	260,000		12,090,000
SandRidge Energy, Inc.(a)(b)	746,100		7,035,723
Sasol Ltd. (South Africa), ADR(a)	407,000		16,255,580
Southwestern Energy Co.(b)	654,600		31,551,720
Suncor Energy, Inc.	298,700		10,547,097
Sunoco, Inc.	339,600		8,863,560
Talisman Energy, Inc.	999,400		18,628,816
Trident Resources Corp. (Canada), Private Placement (original cost $4,402,178; purchased 12/04/03)(b)(c)(d)(e)	412,657		—
Ultra Petroleum Corp.(b)	350,100		17,455,986
UTS Energy Corp. (Canada)(b)	899,600		1,961,168
Whiting Petroleum Corp.(b)	147,500		10,538,875
Woodside Petroleum Ltd. (Australia)	392,569		16,555,434
XTO Energy, Inc.	251,025		11,680,193
Zodiac Exploration Corp. (Canada), Private Placement (original cost $3,757,486; purchased 8/08/08)(b)(c)(d)	8,000,000		6,058,238
			522,435,229
Transportation Infrastructure — 0.9%
LLX Logistica SA (Brazil)(b)	1,801,962		10,464,007
TOTAL COMMON STOCKS (cost $792,811,787)			1,145,981,087
	Principal Amount (000)#
CORPORATE BOND
Oil, Gas & Consumable Fuels
Trident Resources Corp. (Canada), Private Placement, due 8/12/12 (cost $16,937,913; purchased 8/20/07-8/31/09)(b)(c)(d)(e)	CAD  18,026		—
	Units
WARRANTS(b)
Metals & Mining
Crystallex International Corp. Warrant (Canada), Private Placement, expiring 8/11/09 (original cost $0; purchased 2/08/08)(c)(d)	221,350		—

WARRANTS(b) (continued)	Units	Value (Note 2)
Oil, Gas & Consumable Fuels
Trident Resources Corp. (Canada), Private Placement, expiring 1/1/15 (original cost $0; purchased 8/20/07)(c)(d)(e)	1,455,868	$	—
Zodiac Exploration Corp. (Canada), Private Placement, expiring 2/10/12 (original cost $0; purchased 8/08/08)(c)(d)	8,000,000		—	(f)
			—
TOTAL WARRANTS (cost $0)			—
TOTAL LONG-TERM INVESTMENTS (cost $809,749,700)			1,145,981,087
	Shares
SHORT-TERM INVESTMENT — 11.0%
Affiliated Money Market Mutual Fund
Dryden Core Investment Fund — Taxable Money Market Series (cost $128,426,521; includes $101,825,271 of cash collateral received for securities on loan)(Note 4)(g)(h)	128,426,521		128,426,521
TOTAL INVESTMENTS (i) — 108.7% (cost $938,176,221)			1,274,407,608
LIABILITIES IN EXCESS OF OTHER ASSETS — (8.7)%			(102,267,738	)
NET ASSETS — 100.0%		$	1,172,139,870

The following abbreviations are used in portfolio descriptions:

144A	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
ADR	American Depositary Receipt
CAD	Canadian Dollar
GDR	Global Depositary Receipt

# Principal amount shown in U.S. dollars unless otherwise stated.

(a) All or a portion of security is on loan. The aggregate market value of such securities is $98,567,498; cash collateral of $101,825,271 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(b) Non-income producing security.

(c) Indicates illiquid securities .

(d) Indicates a security restricted to resale; The aggregate cost of such securities is $25,097,577. The aggregate value of $6,058,238 is approximately 0.5% of net assets.

(e) The issuer has filed for bankruptcy, and has defaulted in the payment of interest on the debt instrument. The security has been fair valued at zero.

(f) Less than $0.50.

(g) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

SEE NOTES TO FINANCIAL STATEMENTS.

A112

	NATURAL RESOURCES PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

(h) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

(i) As of December 31, 2009, 15 securities representing $101,713,266 and 8.7% of the net assets were fair valued in accordance with the policies adopted by the Board of Trustees.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks	$	1,044,267,821	$	95,655,028	$	6,058,238
Corporate Bond		—		—		—
Warrants		—		—		—	(a)
Affiliated Money Market Mutual Fund		128,426,521		—		—
		1,172,694,342		95,655,028		6,058,238
Other Financial Instruments*		—		—		—
Total	$	1,172,694,342	$	95,655,028	$	6,058,238

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Common Stocks		Corporate Bond			Warrants
Balance as of 12/31/08	$	4,865,491	$	4,671,234		$	119
Realized gain (loss)		—		—			—
Change in unrealized appreciation (depreciation)		1,192,747		(5,371,532	)		(119	)
Earned amortization/accretion		—		13,722			—
Net purchases (sales)		—		686,576			—
Transfers in and/or out of Level 3		—		—			—
Balance as of 12/31/09	$	6,058,238	$	—		$	—	(a)

(a) Less than $0.50.

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Oil, Gas & Consumable Fuels	44.6	%
Metals & Mining	33.2
Energy Equipment & Services	15.3
Affiliated Money Market Mutual Fund (including 8.7% of collateral received for securities on loan)	11.0
Food Products	1.1
Gas Utilities	1.0
Transportation Infrastructure	0.9
Independent Power Producers & Energy Traders	0.6
Chemicals	0.5
Electrical Equipment	0.5
	108.7
Liabilities in excess of other assets	(8.7	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A113

	NATURAL RESOURCES PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The Portfolio invested in derivative instruments during the reporting period. The primary types of risk associated with derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative Instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Equity contracts	Unaffiliated investments	$	—	*	—	$	—

* Less than $0.50.

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

For the year ended December 31, 2009, the Portfolio did not have any realized gain or (loss) on derivatives recognized in income.

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Warrants
Equity contracts	$	(119	)

SEE NOTES TO FINANCIAL STATEMENTS.

A114

NATURAL RESOURCES PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value, including securities on loan of $98,567,498:
Unaffiliated investments (cost $809,749,700)	$	1,145,981,087
Affiliated investments (cost $128,426,521)		128,426,521
Cash		112,000
Receivable for investments sold		7,497,275
Dividends and interest receivable		443,812
Foreign tax reclaim receivable		70,516
Receivable for Series shares sold		34,557
Prepaid expenses		10,753
Total Assets		1,282,576,521
LIABILITIES
Collateral for securities on loan		101,825,271
Payable for investments purchased		7,476,451
Management fee payable		439,712
Accrued expenses and other liabilities		362,479
Payable for Series shares repurchased		285,375
Distribution fee payable		19,161
Payable to custodian		16,111
Administration fee payable		11,496
Affiliated transfer agent fee payable		595
Total Liabilities		110,436,651
NET ASSETS	$	1,172,139,870
Net assets were comprised of:
Paid-in capital	$	920,408,938
Retained earnings		251,730,932
Net assets, December 31, 2009	$	1,172,139,870
Class I:
Net asset value and redemption price per share, $1,079,560,810 / 29,060,859 outstanding shares of beneficial interest	$	37.15
Class II:
Net asset value and redemption price per share, $92,579,060 / 2,510,505 outstanding shares of beneficial interest	$	36.88

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of foreign withholding taxes of $110,891)	$	8,406,237
Affiliated income from securities loaned, net		688,293
Interest		686,300
Affiliated dividend income		41,755
		9,822,585
EXPENSES
Management fee		4,251,565
Distribution fee—Class II		162,712
Administration fee—Class II		97,629
Shareholders’ reports		358,000
Custodian’s fees and expenses		245,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		60,000
Insurance expenses		30,000
Trustees’ fees		18,000
Audit fee		17,000
Legal fees and expenses		16,000
Commitment fee on syndicated credit agreement		8,000
Loan interest expense (Note 8)		4,458
Miscellaneous		14,739
Total expenses		5,283,103
NET INVESTMENT INCOME		4,539,482
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES
Net realized gain (loss) on:
Investment transactions		(66,424,054	)
Foreign currency transactions		(286,297	)
		(66,710,351	)
Net change in unrealized appreciation (depreciation) on:
Investments		594,997,750
Foreign currencies		556
		594,998,306
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES		528,287,955
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	532,827,437

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	4,539,482		$	6,543,833
Net realized gain (loss) on investments and foreign currency transactions		(66,710,351	)		112,828,745
Net change in unrealized appreciation (depreciation) on investments and foreign currencies		594,998,306			(971,071,300	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		532,827,437			(851,698,722	)
DISTRIBUTIONS:
Class I		(111,232,160	)		(195,367,433	)
Class II		(8,100,142	)		(8,068,760	)
TOTAL DISTRIBUTIONS		(119,332,302	)		(203,436,193	)
SERIES SHARE TRANSACTIONS (Note 7):
Series shares sold		70,044,110			121,940,234
Series shares issued in reinvestment of dividends and distributions		119,332,302			203,436,193
Series shares repurchased		(150,451,214	)		(268,319,139	)
NET INCREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		38,925,198			57,057,288
TOTAL INCREASE (DECREASE) IN NET ASSETS		452,420,333			(998,077,627	)
NET ASSETS:
Beginning of year		719,719,537			1,717,797,164
End of year	$	1,172,139,870		$	719,719,537

SEE NOTES TO FINANCIAL STATEMENTS.

A115

	SMALL CAPITALIZATION STOCK PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 99.9%
COMMON STOCKS	Shares	Value (Note 2)
Aerospace & Defense — 2.8%
AAR Corp.(a)(b)	47,639	$	1,094,744
Aerovironment, Inc.(a)(b)	18,200		529,256
American Science & Engineering, Inc.	10,875		824,760
Applied Signal Technology, Inc.	16,072		310,029
Ceradyne, Inc.(b)	31,440		603,963
Cubic Corp.	18,997		708,588
Curtiss-Wright Corp.	55,851		1,749,253
Esterline Technologies Corp.(b)	36,374		1,482,968
GenCorp, Inc.(b)	62,195		435,365
Moog, Inc. (Class A Stock)(b)	55,471		1,621,417
Orbital Sciences Corp.(b)	69,470		1,060,112
Stanley, Inc.(b)	19,680		539,429
Teledyne Technologies, Inc.(b)	44,049		1,689,720
Triumph Group, Inc.	20,424		985,458
			13,635,062
Air Freight & Logistics — 0.4%
Forward Air Corp.	35,472		888,574
HUB Group, Inc. (Class A Stock)(a)(b)	46,330		1,243,034
			2,131,608
Airlines — 0.4%
Allegiant Travel Co.(b)	18,600		877,362
SkyWest, Inc.	67,965		1,149,968
			2,027,330
Auto Components — 0.3%
Drew Industries, Inc.(b)	23,012		475,198
Spartan Motors, Inc.	40,216		226,416
Standard Motor Products, Inc.(b)	22,334		190,286
Superior Industries International, Inc.	28,318		433,265
			1,325,165
Automobiles — 0.1%
Winnebago Industries(a)(b)	35,535		433,527
Beverages — 0.1%
Boston Beer Co., Inc. (Class A Stock)(b)	12,450		580,170
Biotechnology — 1.1%
ArQule, Inc.(b)	34,416		126,995
Cubist Pharmaceuticals, Inc.(a)(b)	70,838		1,343,797
Emergent Biosolutions, Inc.(b)	20,300		275,877
Martek Biosciences Corp.(a)(b)	40,624		769,418
Regeneron Pharmaceuticals, Inc.(b)	77,771		1,880,503
Savient Pharmaceuticals, Inc.(a)(b)	81,429		1,108,249
			5,504,839
Building Products — 1.0%
AAON, Inc.	15,400		300,146
Apogee Enterprises, Inc.(a)	34,152		478,128
Gibraltar Industries, Inc.(b)	36,809		579,005
Griffon Corp.(b)	53,902		658,682
NCI Building Systems, Inc.(a)(b)	110,264		199,578
Quanex Building Products Corp.	45,999		780,603
Simpson Manufacturing Co., Inc.	47,031		1,264,664
Universal Forest Products, Inc.	23,711		872,802
			5,133,608

COMMON STOCKS (continued)	Shares	Value (Note 2)
Capital Markets — 1.6%
Greenhill & Co., Inc.(a)	25,098	$	2,013,863
Investment Technology Group, Inc.(b)	53,480		1,053,556
LaBranche & Co., Inc.(b)	64,637		183,569
optionsXpress Holdings, Inc.	52,219		806,784
Piper Jaffray Cos.(b)	19,549		989,375
Stifel Financial Corp.(a)(b)	37,145		2,200,470
SWS Group, Inc.	34,271		414,679
TradeStation Group, Inc.(b)	40,419		318,906
			7,981,202
Chemicals — 2.0%
A. Schulman, Inc.	31,897		643,681
American Vanguard Corp.	25,211		209,251
Arch Chemicals, Inc.	30,603		945,021
Balchem Corp.	22,816		764,564
Calgon Carbon Corp.(a)(b)	68,428		951,149
HB Fuller Co.	59,499		1,353,602
NewMarket Corp.	14,345		1,646,376
OM Group, Inc.(b)	37,357		1,172,636
Penford Corp.	13,816		120,061
PolyOne Corp.(b)	113,119		844,999
Quaker Chemical Corp.	13,504		278,723
Stepan Co.	9,406		609,603
Zep, Inc.	26,408		457,387
			9,997,053
Commercial Banks — 6.0%
Bank of The Ozarks, Inc.	15,932		466,330
Boston Private Financial Holdings, Inc.	79,318		457,665
City Holding Co.	19,500		630,435
Columbia Banking System, Inc.	34,378		556,236
Community Bank System, Inc.	40,054		773,443
East West Bancorp, Inc.(a)	112,166		1,772,223
First Bancorp (Puerto Rico)	92,774		213,380
First Commonwealth Financial Corp.	92,531		430,269
First Financial Bancorp	54,096		787,638
First Financial Bankshares, Inc.	25,504		1,383,082
First Midwest Bancorp, Inc.	66,967		729,271
Glacier Bancorp, Inc.	75,293		1,033,020
Hancock Holding Co.	34,752		1,521,790
Hanmi Financial Corp.(b)	62,616		75,139
Home Bancshares, Inc.	23,882		574,840
Independent Bank Corp./Rockland MA	25,555		533,844
Nara Bancorp, Inc.(b)	39,610		449,177
National Penn Bancshares, Inc.	153,756		890,247
NBT Bancorp, Inc.	42,033		856,212
Old National Bancorp	106,601		1,325,050
Pinnacle Financial Partners, Inc.(a)(b)	40,223		571,971
PrivateBancorp, Inc.(a)	71,570		641,983
Prosperity Bancshares, Inc.	56,763		2,297,199
S&T Bancorp, Inc.(a)	29,490		501,625
Signature Bank(a)(b)	49,702		1,585,494
Simmons First National Corp. (Class A Stock)	18,397		511,436
South Financial Group, Inc. (The)(a)	263,483		169,867
Sterling Bancorp	22,056		157,480
Sterling Bancshares, Inc.	99,954		512,764
Susquehanna Bancshares, Inc.(a)	105,594		621,949

SEE NOTES TO FINANCIAL STATEMENTS.

A116

	SMALL CAPITALIZATION STOCK PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Commercial Banks (continued)
Tompkins Financial Corp.	8,632	$	349,596
UMB Financial Corp.	36,599		1,440,171
Umpqua Holdings Corp.	106,101		1,422,814
United Bankshares, Inc.(a)	46,773		934,057
United Community Banks, Inc.(b)	101,036		342,512
Whitney Holding Corp.(a)	117,938		1,074,415
Wilshire Bancorp, Inc.	23,683		193,964
Wintrust Financial Corp.(a)	29,555		909,998
			29,698,586
Commercial Services & Supplies — 2.5%
ABM Industries, Inc.	56,728		1,172,000
ATC Technology Corp.(b)	24,424		582,512
Bowne & Co., Inc.	48,961		327,060
Consolidated Graphics, Inc.(b)	13,671		478,758
G&K Services, Inc. (Class A Stock)	22,800		572,964
Geo Group, Inc. (The)(b)	62,875		1,375,705
Healthcare Services Group, Inc.	53,172		1,141,071
Interface, Inc. (Class A Stock)	68,810		571,811
Mobile Mini, Inc.(a)(b)	43,439		612,056
Standard Register Co. (The)	15,467		78,882
Sykes Enterprises, Inc.(b)	43,038		1,096,178
Tetra Tech, Inc.(b)	74,940		2,036,120
United Stationers, Inc.(b)	29,251		1,662,919
Viad Corp.	25,097		517,751
			12,225,787
Communications Equipment — 2.1%
Arris Group, Inc.(b)	153,306		1,752,288
Bel Fuse, Inc. (Class B Stock)	14,187		304,879
Black Box Corp.	21,521		609,905
Blue Coat Systems, Inc.(a)(b)	49,695		1,418,295
Comtech Telecommunications Corp.(a)(b)	34,589		1,212,344
Digi International, Inc.(b)	30,133		274,813
EMS Technologies, Inc.(b)	18,586		269,497
Harmonic, Inc.(b)	117,552		744,104
NETGEAR, Inc.(b)	42,374		919,092
Network Equipment Technologies, Inc.(b)	36,362		147,266
PC-Tel, Inc.(b)	22,794		134,941
Symmetricom, Inc.(b)	53,457		277,976
Tekelec(a)(b)	82,325		1,257,926
Tollgrade Communications, Inc.(b)	15,437		94,320
ViaSat, Inc.(a)(b)	34,351		1,091,675
			10,509,321
Computers & Peripherals — 1.0%
Adaptec, Inc.(b)	147,290		493,421
Avid Technology, Inc.(b)	34,838		444,533
Compellent Technologies, Inc.(b)	27,800		630,504
Hutchinson Technology, Inc.(b)	28,545		292,872
Intermec, Inc.(b)	60,858		782,634
Intevac, Inc.(b)	26,980		309,461
Novatel Wireless, Inc.(a)(b)	37,736		300,756
Stratasys, Inc.(a)(b)	24,722		427,196
Synaptics, Inc.(a)(b)	41,648		1,276,511
			4,957,888

COMMON STOCKS (continued)	Shares	Value (Note 2)
Construction & Engineering — 0.9%
Comfort Systems USA, Inc.	46,718	$	576,500
Dycom Industries, Inc.(b)	47,700		383,031
EMCOR Group, Inc.(b)	80,641		2,169,243
Insituform Technologies, Inc. (Class A Stock)(b)	47,578		1,080,972
			4,209,746
Construction Materials — 0.6%
Eagle Materials, Inc.	53,610		1,396,541
Headwaters, Inc.(b)	73,668		480,315
Texas Industries, Inc.(a)	33,968		1,188,540
			3,065,396
Consumer Finance — 0.8%
Cash America International, Inc.	35,885		1,254,539
Ezcorp, Inc. (Class A Stock)(b)	59,500		1,023,995
First Cash Financial Services(a)(b)	32,488		720,909
Rewards Network, Inc.	10,665		134,806
World Acceptance Corp.(a)(b)	19,866		711,799
			3,846,048
Containers & Packaging — 0.5%
Myers Industries, Inc.	34,427		313,286
Rock-Tenn Co. (Class A Stock)	47,410		2,389,938
			2,703,224
Distributors
Audiovox Corp.(b)	22,649		160,581
Diversified Consumer Services — 1.1%
American Public Education, Inc.(b)	22,272		765,266
Capella Education Co.(a)(b)	17,818		1,341,696
Coinstar, Inc.(a)(b)	38,018		1,056,140
Hillenbrand, Inc.	75,704		1,426,263
Pre-Paid Legal Services, Inc.(a)(b)	8,980		368,898
Universal Technical Institute, Inc.(b)	24,765		500,253
			5,458,516
Diversified Financial Services — 0.4%
Financial Federal Corp.	31,971		879,202
Portfolio Recovery Associates, Inc.(a)(b)	18,970		851,374
			1,730,576
Diversified Telecommunication Services — 0.5%
Cbeyond, Inc.(a)(b)	31,492		495,999
General Communication, Inc. (Class A Stock)(b)	54,521		347,844
Iowa Telecommunications Services, Inc.	40,086		671,841
Neutral Tandem, Inc.(a)(b)	41,082		934,616
			2,450,300
Electric Utilities — 1.0%
ALLETE, Inc.	36,258		1,184,911
Central Vermont Public Service Corp.	14,286		297,149
El Paso Electric Co.(b)	54,107		1,097,290
UIL Holdings Corp.	36,642		1,028,907
Unisource Energy Corp.	43,767		1,408,860
			5,017,117

SEE NOTES TO FINANCIAL STATEMENTS.

A117

	SMALL CAPITALIZATION STOCK PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Electrical Equipment — 2.0%
A.O. Smith Corp.	27,883	$	1,209,843
Acuity Brands, Inc.(a)	53,016		1,889,490
AZZ, Inc.(b)	15,092		493,508
Baldor Electric Co.	51,299		1,440,989
Belden, Inc.	57,123		1,252,136
Brady Corp. (Class A Stock)	64,095		1,923,491
Encore Wire Corp.	23,100		486,717
II-VI, Inc.(b)	30,364		965,575
Magnetek, Inc.(b)	37,868		58,317
Vicor Corp.(b)	23,915		222,410
			9,942,476
Electronic Equipment & Instruments — 3.4%
Agilysys, Inc.	24,459		222,577
Anixter International, Inc.(a)(b)	35,335		1,664,279
Benchmark Electronics, Inc.(b)	78,728		1,488,746
Brightpoint, Inc.(b)	81,066		595,835
Checkpoint Systems, Inc.(a)(b)	47,650		726,662
Cognex Corp.	48,502		859,455
CTS Corp.	41,438		398,634
Daktronics, Inc.(a)	42,075		387,511
DTS, Inc.(a)(b)	21,432		733,189
Electro Scientific Industries, Inc.(b)	33,507		362,546
FARO Technologies, Inc.(b)	19,718		422,754
Gerber Scientific, Inc.(b)	30,780		155,439
Insight Enterprises, Inc.(b)	56,078		640,411
Keithley Instruments, Inc.	16,491		76,683
Littelfuse, Inc.(b)	26,650		856,798
LoJack Corp.(b)	22,160		89,526
Mercury Computer Systems, Inc.(b)	28,751		316,549
Methode Electronics, Inc.	45,899		398,403
MTS Systems Corp.	20,351		584,888
Newport Corp.(b)	44,323		407,328
Park Electrochemical Corp.	25,160		695,422
Plexus Corp.(b)	48,388		1,379,058
RadiSys Corp.(b)	29,059		277,513
Rogers Corp.(b)	19,258		583,710
Scansource, Inc.(b)	32,474		867,056
SYNNEX Corp.(b)	25,271		774,809
Technitrol, Inc.	50,289		220,266
TTM Technologies, Inc.(b)	52,732		608,000
			16,794,047
Energy Equipment & Services — 3.2%
Basic Energy Services, Inc.(b)	27,563		245,311
Bristow Group, Inc.(b)	43,917		1,688,609
CARBO Ceramics, Inc.(a)	23,455		1,598,927
Dril-Quip, Inc.(b)	36,713		2,073,550
Gulf Island Fabrication, Inc.	17,436		366,679
Hornbeck Offshore Services, Inc.(b)	28,115		654,517
ION Geophysical Corp.(b)	144,895		857,778
Lufkin Industries, Inc.	18,198		1,332,094
Matrix Service Co.(b)	32,007		340,875
Oil States International, Inc.(b)	60,878		2,391,897
Pioneer Drilling Co.(b)	66,155		522,625
SEACOR Holdings, Inc.(a)(b)	24,838		1,893,897
Seahawk Drilling, Inc.(b)	14,200		320,068

COMMON STOCKS (continued)	Shares	Value (Note 2)
Energy Equipment & Services (continued)
Superior Well Services, Inc.(b)	22,458	$	320,251
Tetra Technologies, Inc.(b)	92,238		1,021,997
			15,629,075
Food & Staples Retailing — 1.1%
Andersons, Inc. (The)	22,346		576,974
Casey’s General Stores, Inc.	62,332		1,989,637
Great Atlantic & Pacific Tea Co.(a)(b)	35,547		419,099
Nash Finch Co.	15,753		584,279
Spartan Stores, Inc.	27,406		391,632
United Natural Foods, Inc.(a)(b)	52,854		1,413,316
			5,374,937
Food Products — 1.5%
Calavo Growers, Inc.(a)	14,300		243,100
Cal-Maine Foods, Inc.(a)	15,416		525,377
Darling International, Inc.(b)	100,592		842,961
Diamond Foods, Inc.	20,389		724,625
Hain Celestial Group, Inc. (The)(b)	49,803		847,149
J&J Snack Foods Corp.	17,346		693,146
Lance, Inc.	39,271		1,032,827
Sanderson Farms, Inc.	21,359		900,496
TreeHouse Foods, Inc.(b)	39,103		1,519,543
			7,329,224
Gas Utilities — 2.0%
Laclede Group, Inc. (The)	27,118		915,775
New Jersey Resources Corp.	50,932		1,904,857
Northwest Natural Gas Co.	32,441		1,461,143
Piedmont Natural Gas Co., Inc.	89,472		2,393,376
South Jersey Industries, Inc.	36,457		1,391,928
Southwest Gas Corp.	55,050		1,570,576
			9,637,655
Healthcare Equipment & Supplies — 4.1%
Abaxis, Inc.(b)	26,951		688,598
Align Technology, Inc.(a)(b)	81,784		1,457,391
American Medical Systems Holdings, Inc.(a)(b)	91,064		1,756,625
Analogic Corp.	15,748		606,456
Cantel Medical Corp.(b)	15,700		316,826
CONMED Corp.(b)	35,610		811,908
Cooper Cos., Inc. (The)(a)	55,336		2,109,408
CryoLife, Inc.(b)	34,750		223,095
Cyberonics, Inc.(a)(b)	29,237		597,604
Greatbatch, Inc.(b)	28,392		545,978
Haemonetics Corp.(b)	31,357		1,729,339
ICU Medical, Inc.(b)	15,620		569,193
Integra Lifesciences Holdings Corp.(a)(b)	25,121		923,950
Invacare Corp.	39,516		985,529
Kensey Nash Corp.(b)	13,580		346,290
Meridian Bioscience, Inc.	49,620		1,069,311
Merit Medical Systems, Inc.(b)	34,331		662,245
Natus Medical, Inc.(b)	34,661		512,636
Neogen Corp.(b)	27,193		642,027
Osteotech, Inc.(b)	22,022		70,470
Palomar Medical Technologies, Inc.(b)	22,015		221,911
SurModics, Inc.(a)(b)	21,329		483,315

SEE NOTES TO FINANCIAL STATEMENTS.

A118

	SMALL CAPITALIZATION STOCK PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Healthcare Equipment & Supplies (continued)
Symmetry Medical, Inc.(b)	43,749	$	352,617
Theragenics Corp.(b)	40,912		54,822
West Pharmaceutical Services, Inc.(a)	40,375		1,582,700
Zoll Medical Corp.(b)	25,816		689,804
			20,010,048
Healthcare Providers & Services — 6.0%
Air Methods Corp.(b)	13,313		447,583
Almost Family, Inc.(b)	9,965		393,916
Amedisys, Inc.(a)(b)	34,228		1,662,112
AMERIGROUP Corp.(b)	62,554		1,686,456
AMN Healthcare Services, Inc.(b)	39,873		361,249
AmSurg Corp.(b)	37,525		826,301
Bio-Reference Labs, Inc.(a)(b)	14,605		572,370
Catalyst Health Solutions, Inc.(b)	47,046		1,715,768
Centene Corp.(b)	52,611		1,113,775
Chemed Corp.	27,667		1,327,186
Corvel Corp.(b)	8,866		297,366
Cross Country Healthcare, Inc.(b)	37,668		373,290
Genoptix, Inc.(b)	20,968		744,993
Gentiva Health Services, Inc.(a)(b)	35,814		967,336
Hanger Orthopedic Group, Inc.(b)	38,723		535,539
Healthspring, Inc.(b)	59,883		1,054,540
Healthways, Inc.(b)	41,334		758,066
HMS Holdings Corp.(b)	31,451		1,531,349
nventive Health, Inc.(b)	41,064		664,005
IPC The Hospitalist Co., Inc.(b)	16,640		553,280
Landauer, Inc.	11,500		706,100
LCA-Vision, Inc.(b)	22,769		116,577
LHC Group, Inc.(b)	18,526		622,659
Magellan Health Services, Inc.(b)	42,984		1,750,738
Medcath Corp.(b)	21,555		170,500
Mednax, Inc.(b)	56,986		3,425,428
Molina Healthcare, Inc.(a)(b)	16,220		370,951
MWI Veterinary Supply, Inc.(b)	14,963		564,105
Odyssey HealthCare, Inc.(a)(b)	40,462		630,398
PharMerica Corp.(b)	37,446		594,642
PSS World Medical, Inc.(a)(b)	72,960		1,646,707
RehabCare Group, Inc.(b)	30,158		917,708
Res-Care, Inc.(b)	31,290		350,448
			29,453,441
Healthcare Technology — 0.9%
Computer Programs & Systems, Inc.	11,945		550,067
Eclipsys Corp.(b)	69,632		1,289,585
Omnicell, Inc.(b)	38,952		455,349
Phase Forward, Inc.(b)	52,891		811,877
Quality Systems, Inc.(a)	23,193		1,456,288
			4,563,166
Hotels, Restaurants & Leisure — 2.9%
BJ’s Restaurants, Inc.(a)(b)	25,900		487,438
Buffalo Wild Wings, Inc.(a)(b)	22,106		890,209
California Pizza Kitchen, Inc.(b)	29,578		397,824
CEC Entertainment, Inc.(a)(b)	27,856		889,164
CKE Restaurants, Inc.	67,422		570,390
Cracker Barrel Old Country Store, Inc.	28,001		1,063,758
DineEquity, Inc.(b)	18,538		450,288

COMMON STOCKS (continued)	Shares	Value (Note 2)
Hotels, Restaurants & Leisure (continued)
Interval Leisure Group, Inc.(b)	48,323	$	602,588
Jack In The Box, Inc.(a)(b)	70,087		1,378,611
Landry’s Restaurants, Inc.(a)(b)	9,829		209,259
Marcus Corp.	25,506		326,987
Monarch Casino & Resort, Inc.(b)	13,739		111,286
Multimedia Games, Inc.(b)	33,284		200,037
O’Charleys, Inc.(b)	22,855		149,700
Papa John’s International, Inc.(b)	26,898		628,337
Peet’s Coffee & Tea, Inc.(b)	15,919		530,580
PF Chang’s China Bistro, Inc.(a)(b)	28,304		1,073,005
Pinnacle Entertainment, Inc.(b)	73,445		659,536
Red Robin Gourmet Burgers, Inc.(a)(b)	18,988		339,885
Ruby Tuesday, Inc.(b)	78,803		567,382
Ruth’s Hospitality Group, Inc.(b)	24,480		51,163
Shuffle Master, Inc.(b)	65,533		539,992
Sonic Corp.(b)	74,643		751,655
Steak N Shake Co. (The)(b)	1,496		484,884
Texas Roadhouse, Inc.(a)(b)	62,726		704,413
			14,058,371
Household Durables — 1.0%
Blyth, Inc.	7,300		246,156
Ethan Allen Interiors, Inc.	31,748		426,058
Helen of Troy Ltd.(b)	36,851		901,376
Kid Brands, Inc.(b)	20,677		90,565
La-Z-Boy, Inc.(b)	63,032		600,695
M/I Homes, Inc.(b)	22,610		234,918
Meritage Homes Corp.(b)	38,854		751,048
National Presto Industries, Inc.	5,935		648,280
Skyline Corp.	8,296		152,646
Standard Pacific Corp.(b)	119,009		445,094
Universal Electronics, Inc.(b)	16,770		389,399
			4,886,235
Household Products — 0.3%
Central Garden and Pet Co. (Class A Stock)(b)	83,142		826,432
WD-40 Co.	20,231		654,675
			1,481,107
Industrial Conglomerates — 0.1%
Standex International Corp.	15,203		305,429
Tredegar Corp.	26,493		419,119
			724,548
Insurance — 2.8%
American Physicians Capital, Inc.	10,870		329,578
AMERISAFE, Inc.(b)	23,075		414,658
Delphi Financial Group, Inc.	57,991		1,297,259
eHealth, Inc.(b)	28,515		468,501
Employers Holdings, Inc.	53,831		825,768
Infinity Property & Casualty Corp.	16,641		676,290
National Financial Partners Corp.(b)	50,536		408,836
Navigators Group, Inc.(b)	16,474		776,090
Presidential Life Corp.	25,283		231,339
ProAssurance Corp.(b)	39,719		2,133,308
RLI Corp.	21,738		1,157,549
Safety Insurance Group, Inc.	18,412		667,067

SEE NOTES TO FINANCIAL STATEMENTS.

A119

	SMALL CAPITALIZATION STOCK PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Insurance (continued)
Selective Insurance Group	64,940	$	1,068,263
Stewart Information Services Corp.	22,227		250,721
Tower Group, Inc.	54,934		1,286,005
United Fire & Casualty Co.	27,314		497,934
Zenith National Insurance Corp.	45,732		1,360,984
			13,850,150
Internet & Catalog Retail — 0.9%
Blue Nile, Inc.(a)(b)	17,801		1,127,337
HSN, Inc.(b)	48,347		976,126
NutriSystem, Inc.(a)	37,888		1,180,969
PetMed Express, Inc.(a)	27,895		491,789
Stamps.com, Inc.(b)	14,199		127,791
Ticketmaster Entertainment, Inc.(b)	46,327		566,116
			4,470,128
Internet Software & Services — 0.9%
comScore, Inc.(b)	29,616		519,761
DealerTrack Holdings, Inc.(a)(b)	49,438		928,940
Infospace, Inc.(b)	43,272		370,841
j2 Global Communications, Inc.(b)	55,248		1,124,297
Knot, Inc. (The)(b)	36,697		369,539
Perficient, Inc.(b)	37,474		315,906
United Online, Inc.	103,403		743,467
			4,372,751
IT Services — 1.9%
CACI International, Inc. (Class A Stock)(a)(b)	36,823		1,798,804
Ciber, Inc.(b)	85,015		293,302
CSG Systems International, Inc.(b)	42,961		820,125
Cybersource Corp.(a)(b)	85,590		1,721,215
Forrester Research, Inc.(b)	18,182		471,823
Heartland Payment Systems, Inc.	45,831		601,761
Integral Systems, Inc.(b)	21,129		182,977
MAXIMUS, Inc.	21,587		1,079,350
StarTek, Inc.(b)	14,514		108,565
TeleTech Holdings, Inc.(b)	39,601		793,208
Wright Express Corp.(b)	46,691		1,487,575
			9,358,705
Leisure Equipment & Products — 1.2%
Arctic Cat, Inc.(b)	14,872		136,228
Brunswick Corp.	107,976		1,372,375
Callaway Golf Co.	78,800		594,152
Jakks Pacific, Inc.(b)	34,097		413,256
Nautilus, Inc.(b)	25,162		51,079
Polaris Industries, Inc.(a)	39,977		1,744,196
Pool Corp.(a)	59,918		1,143,235
RC2 Corp.(b)	26,167		385,963
Sturm Ruger & Co., Inc.(a)	23,254		225,564
			6,066,048
Life Sciences Tools & Services — 0.8%
Cambrex Corp.(b)	35,811		199,825
Dionex Corp.(b)	21,714		1,604,013
Enzo Biochem, Inc.(b)	40,871		219,886
eResearchTechnology, Inc.(b)	51,562		309,888

COMMON STOCKS (continued)	Shares	Value (Note 2)
Life Sciences Tools & Services (continued)
Kendle International, Inc.(b)	18,132	$	331,997
Parexel International Corp.(b)	71,115		1,002,722
			3,668,331
Machinery — 4.2%
Actuant Corp. (Class A Stock)	82,985		1,537,712
Albany International Corp.	33,531		753,106
Astec Industries, Inc.(a)(b)	24,236		652,918
Badger Meter, Inc.	18,332		729,980
Barnes Group, Inc.	52,817		892,607
Briggs & Stratton Corp.	61,124		1,143,630
Cascade Corp.	11,211		308,190
CIRCOR International, Inc.	20,807		523,920
CLARCOR, Inc.	61,547		1,996,585
EnPro Industries, Inc.(b)	24,417		644,853
ESCO Technologies, Inc.	32,403		1,161,648
Gardner Denver, Inc.	63,714		2,711,031
John Bean Technologies Corp.	33,742		573,952
Kaydon Corp.	40,695		1,455,253
Lindsay Corp.	15,192		605,401
Lydall, Inc.(b)	20,523		106,925
Mueller Industries, Inc.	46,011		1,142,913
Robbins & Myers, Inc.	40,184		945,128
Toro Co.	41,930		1,753,093
Watts Water Technologies, Inc. (Class A Stock)	35,944		1,111,389
			20,750,234
Media — 0.4%
Arbitron, Inc.	32,481		760,705
E.W. Scripps Co. (Class A Stock)(b)	35,350		246,036
Live Nation, Inc.(b)	102,328		870,811
			1,877,552
Metals & Mining — 0.8%
A.M. Castle & Co.	20,422		279,577
Amcol International Corp.	30,437		865,020
Brush Engineered Materials, Inc.(b)	24,699		457,919
Century Aluminum Co.(b)	70,145		1,135,648
Olympic Steel, Inc.	11,045		359,846
RTI International Metals, Inc.(b)	36,701		923,764
			4,021,774
Multiline Retail — 0.1%
Fred’s, Inc. (Class A Stock)	48,918		498,963
Tuesday Morning Corp.(b)	38,205		98,569
			597,532
Multi-Utilities — 0.5%
Avista Corp.	67,012		1,446,789
CH Energy Group, Inc.	19,334		822,082
			2,268,871
Oil, Gas & Consumable Fuels — 2.0%
Holly Corp.	50,450		1,293,033
Penn Virginia Corp.	55,536		1,182,361
Petroleum Development Corp.(b)	23,493		427,808
Petroquest Energy, Inc.(a)(b)	64,352		394,478
St. Mary Land & Exploration Co.	76,492		2,619,086
Stone Energy Corp.(a)(b)	51,281		925,622

SEE NOTES TO FINANCIAL STATEMENTS.

A120

	SMALL CAPITALIZATION STOCK PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Oil, Gas & Consumable Fuels (continued)
Swift Energy Co.(b)	45,764	$	1,096,505
World Fuel Services Corp.	72,735		1,948,571
			9,887,464
Paper & Forest Products — 0.9%
Buckeye Technologies, Inc.(b)	47,310		461,746
Clearwater Paper Corp.(b)	13,906		764,413
Deltic Timber Corp.	13,106		605,235
Neenah Paper, Inc.	17,909		249,831
Schweitzer-Mauduit International, Inc.	21,690		1,525,891
Wausau Paper Corp.	59,819		693,900
			4,301,016
Personal Products — 0.5%
Chattem, Inc.(b)	23,287		2,172,677
Mannatech, Inc.	19,068		59,492
			2,232,169
Pharmaceuticals — 0.7%
Par Pharmaceutical Cos., Inc.(b)	42,592		1,152,540
Salix Pharmaceuticals Ltd.(b)	67,926		1,725,320
ViroPharma, Inc.(a)(b)	94,653		794,139
			3,671,999
Professional Services — 0.9%
Administaff, Inc.	27,305		644,125
CDI Corp.	15,511		200,867
Exponent, Inc.(b)	16,813		468,074
Heidrick & Struggles International, Inc.	20,853		651,448
Kelly Services, Inc. (Class A Stock)(b)	32,400		386,532
On Assignment, Inc.(b)	44,104		315,343
School Specialty, Inc.(b)	19,635		459,263
Spherion Corp.(b)	62,195		349,536
TrueBlue, Inc.(b)	53,575		793,446
Volt Information Sciences, Inc.(b)	14,698		146,980
			4,415,614
Real Estate Investment Trusts — 6.4%
Acadia Realty Trust(a)	48,625		820,304
BioMed Realty Trust, Inc.(a)	120,127		1,895,604
Cedar Shopping Centers, Inc.	55,275		375,870
Colonial Properties Trust(a)	81,099		951,291
Diamondrock Hospitality Co.	144,584		1,224,627
EastGroup Properties, Inc.	32,026		1,225,955
Entertainment Properties Trust	51,463		1,815,100
Extra Space Storage, Inc.	105,694		1,220,766
Franklin Street Properties Corp.	82,814		1,209,913
Healthcare Realty Trust, Inc.(a)	72,652		1,559,112
Home Properties, Inc.(a)	41,070		1,959,450
Inland Real Estate Corp.	86,701		706,613
Kilroy Realty Corp.(a)	52,792		1,619,131
Kite Realty Group Trust	77,027		313,500
LaSalle Hotel Properties	77,697		1,649,507
Lexington Realty Trust(a)	125,106		760,644
LTC Properties, Inc.	28,359		758,603
Medical Properties Trust, Inc.(a)	98,043		980,430
Mid-America Apartment Communities, Inc.(a)	35,300		1,704,284
National Retail Properties, Inc.(a)	100,829		2,139,591

COMMON STOCKS (continued)	Shares	Value (Note 2)
Real Estate Investment Trusts (continued)
Parkway Properties, Inc.	26,464	$	550,980
Pennsylvania Real Estate Investment Trust(a)	48,482		410,158
Post Properties, Inc.(a)	59,217		1,160,653
PS Business Parks, Inc.	22,135		1,107,857
Sovran Self Storage, Inc.	33,637		1,201,850
Tanger Factory Outlet Centers	49,261		1,920,686
Urstadt Biddle Properties, Inc. (Class A Stock)	26,140		399,158
			31,641,637
Real Estate Management & Development — 0.2%
Forestar Group, Inc.(a)(b)	43,892		964,746
Road & Rail — 0.9%
Arkansas Best Corp.	30,943		910,652
Heartland Express, Inc.	64,356		982,716
Knight Transportation, Inc.(a)	71,309		1,375,551
Old Dominion Freight Line, Inc.(b)	34,246		1,051,352
			4,320,271
Semiconductors & Semiconductor Equipment — 5.3%
Actel Corp.(b)	31,956		379,637
Advanced Energy Industries, Inc.(b)	40,564		611,705
ATMI, Inc.(b)	38,346		714,002
Brooks Automation, Inc.(b)	78,702		675,263
Cabot Microelectronics Corp.(b)	28,717		946,512
Cohu, Inc.	28,622		399,277
Cymer, Inc.(a)(b)	35,316		1,355,428
Cypress Semiconductor Corp.(a)(b)	190,428		2,010,920
Diodes, Inc.(a)(b)	42,720		873,624
DSP Group, Inc.(b)	27,991		157,589
Exar Corp.(b)	53,326		379,148
FEI Co.(a)(b)	46,075		1,076,312
Hittite Microwave Corp.(b)	26,228		1,068,791
Kopin Corp.(b)	81,023		338,676
Kulicke & Soffa Industries, Inc.(b)	84,721		456,646
Micrel, Inc.	52,589		431,230
Microsemi Corp.(b)	100,148		1,777,627
MKS Instruments, Inc.(b)	60,529		1,053,810
Pericom Semiconductor Corp.(b)	31,188		359,598
Rudolph Technologies, Inc.(b)	37,815		254,117
Sigma Designs, Inc.(a)(b)	32,700		349,890
Skyworks Solutions, Inc.(a)(b)	213,337		3,027,252
Standard Microsystems Corp.(b)	27,190		565,008
Supertex, Inc.(b)	15,777		470,155
TriQuint Semiconductor, Inc.(b)	186,109		1,116,654
Ultratech, Inc.(b)	28,900		429,454
Varian Semiconductor Equipment Associates, Inc.(b)	90,016		3,229,774
Veeco Instruments, Inc.(a)(b)	47,190		1,559,158
			26,067,257
Software — 3.1%
Blackbaud, Inc.	54,041		1,276,989
CommVault Systems, Inc.(b)	51,508		1,220,225
Concur Technologies, Inc.(a)(b)	52,189		2,231,080
Ebix, Inc.(a)(b)	12,318		601,488
Epicor Software Corp.(b)	56,296		428,975

SEE NOTES TO FINANCIAL STATEMENTS.

A121

	SMALL CAPITALIZATION STOCK PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Software (continued)
EPIQ Systems, Inc.(b)	39,767	$	556,340
JDA Software Group, Inc.(b)	37,135		945,828
Manhattan Associates, Inc.(b)	27,517		661,233
Netscout Systems, Inc.(b)	41,704		610,547
Phoenix Technologies Ltd.(b)	42,792		117,678
Progress Software Corp.(b)	49,140		1,435,379
Radiant Systems, Inc.(b)	33,612		349,565
Smith Micro Software, Inc.(b)	36,251		331,334
Sonic Solutions, Inc.(a)(b)	36,378		430,352
Take-Two Interactive Software, Inc.(a)(b)	99,281		997,774
Taleo Corp. (Class A Stock)(a)(b)	46,903		1,103,159
THQ, Inc.(b)	82,580		416,203
Tyler Technologies, Inc.(a)(b)	33,825		673,456
Websense, Inc.(b)	53,454		933,307
			15,320,912
Specialty Retail — 4.7%
Big 5 Sporting Goods Corp.	26,364		452,934
Brown Shoe Co., Inc.	52,342		516,616
Buckle, Inc. (The)(a)	31,118		911,135
Cabela’s, Inc.(a)(b)	49,319		703,289
Cato Corp. (The) (Class A Stock)	36,161		725,390
Childrens Place Retail Stores, Inc. (The)(a)(b)	33,515		1,106,330
Christopher & Banks Corp.	44,024		335,463
Dress Barn, Inc.(a)(b)	66,655		1,539,730
Finish Line, Inc. (The) (Class A Stock)	68,923		864,984
Genesco, Inc.(b)	27,755		762,152
Group 1 Automotive, Inc.(a)(b)	29,593		838,962
Gymboree Corp.(a)(b)	36,556		1,589,820
Haverty Furniture Cos., Inc.	22,865		313,936
Hibbett Sports, Inc.(a)(b)	35,013		769,936
Hot Topic, Inc.(b)	54,156		344,432
Jo-Ann Stores, Inc.(b)	32,769		1,187,549
Jos. A. Bank Clothiers, Inc.(a)(b)	22,354		943,115
Lithia Motors, Inc. (Class A Stock)(b)	25,880		212,734
Lumber Liquidators, Inc.(a)(b)	19,000		509,200
MarineMax, Inc.(b)	25,942		238,407
Men’s Wearhouse, Inc. (The)	63,839		1,344,449
Midas, Inc.(b)	17,422		147,216
Monro Muffler Brake, Inc.	24,112		806,305
OfficeMax, Inc.(b)	93,248		1,183,317
Pep Boys-Manny Moe & Jack	56,926		481,594
Sonic Automotive, Inc. (Class A Stock)(b)	48,416		503,042
Stage Stores, Inc.	46,558		575,457
Stein Mart, Inc.(b)	31,947		340,555
Tractor Supply Co.(a)(b)	44,225		2,342,156
Zale Corp.(a)(b)	28,989		78,850
Zumiez, Inc.(a)(b)	25,499		324,347
			22,993,402
Textiles, Apparel & Luxury Goods — 2.5%
Carter’s, Inc.(b)	69,488		1,824,060
CROCS, Inc.(b)	104,731		602,203
Deckers Outdoor Corp.(a)(b)	15,754		1,602,497
Iconix Brand Group, Inc.(a)(b)	87,312		1,104,497

COMMON STOCKS (continued)	Shares		Value (Note 2)
Textiles, Apparel & Luxury Goods (continued)
K-Swiss, Inc. (Class A Stock)(b)		33,015	$	328,169
Liz Claiborne, Inc.(a)(b)		116,158		653,970
Maidenform Brands, Inc.(b)		23,755		396,471
Movado Group, Inc.		21,835		212,236
Oxford Industries, Inc.		16,962		350,774
Perry Ellis International, Inc.(b)		12,411		186,910
Quiksilver, Inc.(b)		157,282		317,710
Skechers U.S.A., Inc. (Class A Stock)(b)		40,911		1,203,192
True Religion Apparel, Inc.(a)(b)		31,004		573,264
Unifirst Corp.		17,555		844,571
Volcom, Inc.(a)(b)		20,265		339,236
Wolverine World Wide, Inc.		60,619		1,650,049
				12,189,809
Thrifts & Mortgage Finance — 0.4%
Bank Mutual Corp.		56,774		392,876
Brookline Bancorp, Inc.		72,188		715,383
Dime Community Bancshares		31,111		364,621
Trustco Bank Corp. NY(a)		93,680		590,184
				2,063,064
Tobacco — 0.1%
Alliance One International, Inc.(a)(b)		108,925		531,554
Trading Companies & Distributors — 0.8%
Applied Industrial Technologies, Inc.		45,593		1,006,237
Kaman Corp.		31,543		728,328
Lawson Products, Inc.		4,838		85,391
Watsco, Inc.		39,230		1,921,485
				3,741,441
Water Utilities — 0.2%
American States Water Co.		22,691		803,488
Wireless Telecommunication Services — 0.1%
USA Mobility, Inc.		27,612		304,008
TOTAL LONG-TERM INVESTMENTS (cost $471,725,547)				491,418,907
SHORT-TERM INVESTMENTS — 21.6%
	Principal Amount (000)
U.S Government Obligation
U.S. Treasury Bill, 0.041%, 03/18/10(e)(f) (cost $199,983)	$	200		199,980

SEE NOTES TO FINANCIAL STATEMENTS.

A122

	SMALL CAPITALIZATION STOCK PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

SHORT-TERM INVESTMENTS (continued)	Shares	Value (Note 2)
Affiliated Money Market Mutual Fund — 21.5%
Dryden Core Investment Fund — Taxable Money Market Series (cost $105,938,891; includes $105,538,590 of cash collateral received for securities on loan)(c)(d)	105,938,891	$	105,938,891
TOTAL SHORT-TERM INVESTMENTS (cost $106,138,874)			106,138,871
TOTAL INVESTMENTS — 121.4% (cost $577,864,421)			597,557,778
LIABILITIES IN EXCESS OF OTHER ASSETS(g) — (21.4)%			(105,390,262	)
NET ASSETS — 100.0%		$	492,167,516

(a) All or a portion of security is on loan. The aggregate market value of such securities is $101,244,032; cash collateral of $105,538,590 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(b) Non-income producing security.

(c) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(d) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

(e) Security segregated as collateral for futures contracts.

(f) Rate quoted represents yield-to-maturity as of purchase date.

(g) Liabilities in excess of other assets include net unrealized appreciation on financial futures contracts as follows:

Open futures contracts outstanding at December 31, 2009:

Number of Contracts	Type	Expiration Date	Value at Trade Date		Value at December 31, 2009		Unrealized Appreciation
Long Position:
16	Russell 2000	Mar. 2010	$	951,164	$	998,240	$	47,076

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks	$	491,418,907	$	—	$	—
U.S. Government Obligation		—		199,980		—
Affiliated Money Market Mutual Fund		105,938,891		—		—
		597,357,798		199,980		—
Other Financial Instruments*		47,076
Total	$	597,404,874	$	199,980	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2008 and December 31, 2009, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

SEE NOTES TO FINANCIAL STATEMENTS.

A123

	SMALL CAPITALIZATION STOCK PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Affiliated Money Market Mutual Fund (including 21.4% of collateral received for securities on loan)	21.5	%
Real Estate Investment Trusts	6.4
Commercial Banks	6.0
Healthcare Providers & Services	6.0
Semiconductors & Semiconductor Equipment	5.3
Specialty Retail	4.7
Machinery	4.2
Healthcare Equipment & Supplies	4.1
Electronic Equipment & Instruments	3.4
Energy Equipment & Services	3.2
Software	3.1
Hotels, Restaurants & Leisure	2.9
Aerospace & Defense	2.8
Insurance	2.8
Commercial Services & Supplies	2.5
Textiles, Apparel & Luxury Goods	2.5
Communications Equipment	2.1
Chemicals	2.0
Electrical Equipment	2.0
Gas Utilities	2.0
Oil, Gas & Consumable Fuels	2.0
IT Services	1.9
Capital Markets	1.6
Food Products	1.5
Leisure Equipment & Products	1.2
Biotechnology	1.1
Diversified Consumer Services	1.1
Food & Staples Retailing	1.1
Building Products	1.0
Computers & Peripherals	1.0
Electric Utilities	1.0
Household Durables	1.0

Construction & Engineering	0.9	%
Healthcare Technology	0.9
Internet & Catalog Retail	0.9
Internet Software & Services	0.9
Paper & Forest Products	0.9
Professional Services	0.9
Road & Rail	0.9
Consumer Finance	0.8
Life Sciences Tools & Services	0.8
Metals & Mining	0.8
Trading Companies & Distributors	0.8
Pharmaceuticals	0.7
Construction Materials	0.6
Containers & Packaging	0.5
Diversified Telecommunication Services	0.5
Multi-Utilities	0.5
Personal Products	0.5
Air Freight & Logistics	0.4
Airlines	0.4
Diversified Financial Services	0.4
Media	0.4
Thrifts & Mortgage Finance	0.4
Auto Components	0.3
Household Products	0.3
Real Estate Management & Development	0.2
Water Utilities	0.2
Automobiles	0.1
Beverages	0.1
Industrial Conglomerates	0.1
Multiline Retail	0.1
Tobacco	0.1
Wireless Telecommunication Services	0.1
	121.4
Liabilities in excess of other assets	(21.4	)
	100.0	%

The Portfolio invested in derivative instruments during the reporting period. The primary types of risk associated with derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Equity contracts	Due to broker—variation margin	$	47,076	*	—	$	—

* Includes cumulative appreciation/depreciation on futures contracts as reported in Schedule of Investments. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

SEE NOTES TO FINANCIAL STATEMENTS.

A124

	SMALL CAPITALIZATION STOCK PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures
Equity contracts	$	1,409,652
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures
Equity contracts	$	(108,287	)

For the year ended December 31, 2009, the average value at trade date for futures long position was $2,807,791.

SEE NOTES TO FINANCIAL STATEMENTS.

A125

SMALL CAPITALIZATION STOCK PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $101,244,032:
Unaffiliated investments (cost $471,925,530)	$	491,618,887
Affiliated investments (cost $105,938,891)		105,938,891
Cash		5,680
Dividends and interest receivable		545,492
Prepaid expenses		4,796
Receivable for Series shares sold		672
Total Assets		598,114,418
LIABILITIES
Collateral for securities on loan		105,538,590
Management fee payable		163,146
Payable for Series shares repurchased		120,616
Accrued expenses and other liabilities		112,367
Due to broker—variation margin		11,588
Affiliated transfer agent fee payable		595
Total Liabilities		105,946,902
NET ASSETS	$	492,167,516
Net assets were comprised of:
Paid-in capital	$	491,891,741
Retained earnings		275,775
Net assets, December 31, 2009	$	492,167,516
Net asset value and redemption price per share, $492,167,516 / 35,582,178 outstanding shares of beneficial interest	$	13.83

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of foreign withholding taxes of $1,354)	$	5,531,456
Affiliated income from securities loaned, net		848,935
Affiliated dividend income		11,149
Interest		588
		6,392,128
EXPENSES
Management fee		1,686,507
Custodian’s fees and expenses		150,000
Shareholders’ reports		113,000
Audit fee		17,000
Trustees’ fees		14,000
Insurance expenses		10,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Legal fees and expenses		8,000
Commitment fee on syndicated credit agreement		4,000
Loan interest expense (Note 8)		892
Miscellaneous		47,234
Total expenses		2,060,633
NET INVESTMENT INCOME		4,331,495
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on:
Investment transactions		(16,598,507	)
Futures transactions		1,409,652
		(15,188,855	)
Net change in unrealized appreciation (depreciation) on:
Investments		110,291,856
Futures		(108,287	)
		110,183,569
NET GAIN ON INVESTMENTS		94,994,714
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	99,326,209

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS OPERATIONS:
Net investment income	$	4,331,495		$	7,786,485
Net realized gain (loss) on investments		(15,188,855	)		42,259,695
Net change in unrealized appreciation (depreciation) on investments		110,183,569			(254,521,426	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		99,326,209			(204,475,246	)
DISTRIBUTIONS		(50,038,749	)		(96,751,216	)
SERIES SHARE TRANSACTIONS:
Series shares sold [777,306 and 776,306 shares, respectively]		9,044,644			13,229,598
Series shares issued in reinvestment of dividends and distributions [4,374,017 and 5,411,142 shares, respectively]		50,038,749			96,751,216
Series shares repurchased [4,126,316 and 4,453,912 shares, respectively]		(48,713,794	)		(75,813,375	)
NET INCREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		10,369,599			34,167,439
TOTAL INCREASE (DECREASE) IN NET ASSETS		59,657,059			(267,059,023	)
NET ASSETS:
Beginning of year		432,510,457			699,569,480
End of year	$	492,167,516		$	432,510,457

SEE NOTES TO FINANCIAL STATEMENTS.

A126

	STOCK INDEX PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 98.5%
COMMON STOCKS — 98.5%	Shares	Value (Note 2)
Aerospace & Defense — 2.7%
Boeing Co. (The)	148,836	$	8,056,493
General Dynamics Corp.	82,800		5,644,476
Goodrich Corp.	22,900		1,471,325
Honeywell International, Inc.	156,650		6,140,680
ITT Corp.	37,600		1,870,224
L-3 Communications Holdings, Inc.	24,600		2,138,970
Lockheed Martin Corp.	68,598		5,168,859
Northrop Grumman Corp.	70,826		3,955,632
Precision Castparts Corp.	28,000		3,089,800
Raytheon Co.	85,718		4,416,191
Rockwell Collins, Inc.	30,600		1,694,016
United Technologies Corp.	196,100		13,611,301
			57,257,967
Air Freight & Logistics — 1.0%
C.H. Robinson Worldwide, Inc.	38,200		2,243,486
Expeditors International of Washington, Inc.	41,600		1,444,768
FedEx Corp.	64,740		5,402,553
United Parcel Service, Inc. (Class B Stock)	209,400		12,013,278
			21,104,085
Airlines — 0.1%
Southwest Airlines Co.	164,137		1,876,086
Auto Components — 0.2%
Goodyear Tire & Rubber Co. (The)(a)	49,600		699,360
Johnson Controls, Inc.	141,300		3,849,012
			4,548,372
Automobiles — 0.4%
Ford Motor Co.(a)(b)	670,659		6,706,590
Harley-Davidson, Inc.	48,300		1,217,160
			7,923,750
Beverages — 2.6%
Brown-Forman Corp. (Class B Stock)	20,500		1,098,185
Coca-Cola Co. (The)(b)	482,400		27,496,800
Coca-Cola Enterprises, Inc.	69,000		1,462,800
Constellation Brands, Inc. (Class A Stock)(a)	43,200		688,176
Dr. Pepper Snapple Group, Inc.	50,600		1,431,980
Molson Coors Brewing Co. (Class B Stock)	31,100		1,404,476
Pepsi Bottling Group, Inc.	28,600		1,072,500
PepsiCo, Inc.	323,640		19,677,312
			54,332,229
Biotechnology — 1.5%
Amgen, Inc.(a)	211,364		11,956,861
Biogen Idec, Inc.(a)(b)	61,225		3,275,538
Celgene Corp.(a)	92,900		5,172,672
Cephalon, Inc.(a)	15,400		961,114
Genzyme Corp.(a)	51,900		2,543,619
Gilead Sciences, Inc.(a)	189,600		8,205,888
			32,115,692
Building Products — 0.1%
Masco Corp.	81,300		1,122,753

COMMON STOCKS (continued)	Shares	Value (Note 2)
Capital Markets — 2.8%
Ameriprise Financial, Inc.	51,600	$	2,003,112
Bank of New York Mellon Corp. (The)	254,989		7,132,042
Charles Schwab Corp. (The)	196,600		3,700,012
E*Trade Financial Corp.(a)(b)	252,400		441,700
Federated Investors, Inc. (Class B Stock)(b)	22,600		621,500
Franklin Resources, Inc.	33,100		3,487,085
Goldman Sachs Group, Inc. (The)	108,500		18,319,140
Invesco Ltd.	91,400		2,146,986
Janus Capital Group, Inc.(b)	39,000		524,550
Legg Mason, Inc.	32,600		983,216
Morgan Stanley	288,110		8,528,056
Northern Trust Corp.	51,000		2,672,400
State Street Corp.	104,900		4,567,346
T. Rowe Price Group, Inc.(b)	57,000		3,035,250
			58,162,395
Chemicals — 1.9%
Air Products & Chemicals, Inc.	44,700		3,623,382
Airgas, Inc.	14,400		685,440
CF Industries Holdings, Inc.,	10,000		907,800
Dow Chemical Co. (The)	232,061		6,411,845
E.I. du Pont de Nemours & Co.	184,391		6,208,445
Eastman Chemical Co.	15,800		951,792
Ecolab, Inc.	50,000		2,229,000
FMC Corp.	15,300		853,128
International Flavors & Fragrances, Inc.	16,100		662,354
Monsanto Co.	111,596		9,122,973
PPG Industries, Inc.	35,800		2,095,732
Praxair, Inc.	64,300		5,163,933
Sigma-Aldrich Corp.	25,700		1,298,621
			40,214,445
Commercial Banks — 2.7%
BB&T Corp.(b)	142,200		3,607,614
Comerica, Inc.	36,450		1,077,827
Fifth Third Bancorp	163,649		1,595,578
First Horizon National Corp.(a)	49,979		669,721
Huntington Bancshares, Inc.	130,775		477,329
KeyCorp	174,700		969,585
M&T Bank Corp.(b)	16,300		1,090,307
Marshall & Ilsley Corp.	105,998		577,689
PNC Financial Services Group, Inc.	98,993		5,225,840
Regions Financial Corp.	252,212		1,334,202
SunTrust Banks, Inc.	103,000		2,089,870
U.S. Bancorp	407,481		9,172,397
Wells Fargo & Co.	1,058,686		28,573,935
Zions Bancorporation(b)	30,300		388,749
			56,850,643
Commercial Services & Supplies — 0.5%
Avery Dennison Corp.	25,400		926,846
Cintas Corp.	26,500		690,325
Iron Mountain, Inc.(a)	39,200		892,192
Pitney Bowes, Inc.	43,500		990,060
Republic Services, Inc.	65,410		1,851,757

SEE NOTES TO FINANCIAL STATEMENTS.

A127

	STOCK INDEX PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Commercial Services & Supplies (continued)
RR Donnelley & Sons Co.	46,600	$	1,037,782
Stericycle, Inc.(a)(b)	19,300		1,064,781
Waste Management, Inc.(b)	103,530		3,500,349
			10,954,092
Communications Equipment — 2.6%
Cisco Systems, Inc.(a)	1,207,500		28,907,550
Harris Corp.	28,200		1,340,910
JDS Uniphase Corp.(a)	45,587		376,093
Juniper Networks, Inc.(a)(b)	111,200		2,965,704
Motorola, Inc.(a)	487,795		3,785,289
QUALCOMM, Inc.	342,800		15,857,928
Tellabs, Inc.(a)	88,000		499,840
			53,733,314
Computers & Peripherals — 5.9%
Apple, Inc.(a)(b)	188,700		39,789,282
Dell, Inc.(a)	365,900		5,254,324
EMC Corp.(a)(b)	434,874		7,597,249
Hewlett-Packard Co.	496,316		25,565,237
International Business Machines Corp.	274,600		35,945,140
Lexmark International, Inc., (Class A Stock)(a)	15,514		403,054
NetApp, Inc.(a)	72,000		2,476,080
QLogic Corp.(a)(b)	27,700		522,699
SanDisk Corp.(a)(b)	47,900		1,388,621
Sun Microsystems, Inc.(a)	155,950		1,461,251
Teradata Corp.(a)	38,200		1,200,626
Western Digital Corp.(a)	45,900		2,026,485
			123,630,048
Construction & Engineering — 0.2%
Fluor Corp.	38,000		1,711,520
Jacobs Engineering Group, Inc.(a)(b)	25,700		966,577
Quanta Services, Inc.(a)	38,000		791,920
			3,470,017
Construction Materials — 0.1%
Vulcan Materials Co.	23,700		1,248,279
Consumer Finance — 0.8%
American Express Co.	252,100		10,215,092
Capital One Financial Corp.	96,169		3,687,119
Discover Financial Services	120,505		1,772,629
SLM Corp.(a)	99,000		1,115,730
			16,790,570
Containers & Packaging — 0.2%
Ball Corp.	20,400		1,054,680
Bemis Co., Inc.	21,300		631,545
Owens-Illinois, Inc.(a)	37,100		1,219,477
Pactiv Corp.(a)	29,300		707,302
Sealed Air Corp.	33,020		721,817
			4,334,821
Distributors — 0.1%
Genuine Parts Co.	33,025		1,253,629

COMMON STOCKS (continued)	Shares	Value (Note 2)
Diversified Consumer Services — 0.2%
Apollo Group, Inc. (Class A Stock)(a)(b)	26,900	$	1,629,602
DeVry, Inc.	13,700		777,201
H&R Block, Inc.	71,000		1,606,020
			4,012,823
Diversified Financial Services — 4.3%
Bank of America Corp.(b)	2,076,232		31,268,054
Citigroup, Inc.	4,020,676		13,308,438
CME Group, Inc.	14,070		4,726,816
IntercontinentalExchange, Inc.(a)(b)	16,000		1,796,800
JPMorgan Chase & Co.	827,545		34,483,800
Leucadia National Corp.(a)	38,900		925,431
Moody’s Corp.(b)	42,120		1,128,816
Nasdaq OMX Group, Inc. (The)(a)	25,700		509,374
NYSE Euronext	56,700		1,434,510
			89,582,039
Diversified Telecommunication Services — 2.9%
AT&T, Inc.	1,237,811		34,695,842
CenturyTel, Inc.(b)	63,130		2,285,937
Frontier Communications Corp.	77,200		602,932
Qwest Communications International, Inc.	322,047		1,355,818
Verizon Communications, Inc.	600,838		19,905,763
Windstream Corp.	90,665		996,409
			59,842,701
Electric Utilities — 2.0%
Allegheny Energy, Inc.	32,600		765,448
American Electric Power Co., Inc.	98,140		3,414,291
Duke Energy Corp.	272,082		4,682,531
Edison International	68,100		2,368,518
Entergy Corp.	38,800		3,175,392
Exelon Corp.	135,950		6,643,877
FirstEnergy Corp.	61,336		2,849,057
FPL Group, Inc.	86,300		4,558,366
Northeast Utilities	31,100		802,069
Pepco Holdings, Inc.	47,400		798,690
Pinnacle West Capital Corp.	20,900		764,522
PPL Corp.	78,500		2,536,335
Progress Energy, Inc.	58,414		2,395,558
Southern Co.	164,100		5,467,812
			41,222,466
Electrical Equipment — 0.5%
Emerson Electric Co.	159,600		6,798,960
First Solar, Inc.(a)(b)	8,500		1,150,900
Rockwell Automation, Inc.	30,300		1,423,494
Roper Industries, Inc.	14,900		780,313
			10,153,667
Electronic Equipment & Instruments — 0.6%
Agilent Technologies, Inc.(a)(b)	71,582		2,224,053
Amphenol Corp. (Class A Stock)	33,100		1,528,558
Corning, Inc.	326,500		6,304,715
FLIR Systems, Inc.(a)	30,700		1,004,504
Jabil Circuit, Inc.	44,000		764,280
Molex, Inc.	26,600		573,230
			12,399,340

SEE NOTES TO FINANCIAL STATEMENTS.

A128

	STOCK INDEX PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Energy Equipment & Services — 1.8%
Baker Hughes, Inc.(b)	61,130	$	2,474,542
BJ Services Co.	54,300		1,009,980
Cameron International Corp.(a)	48,100		2,010,580
Diamond Offshore Drilling, Inc.	13,600		1,338,512
FMC Technologies, Inc.(a)	24,500		1,417,080
Halliburton Co.	183,000		5,506,470
Nabors Industries Ltd. (Bermuda)(a)	60,800		1,330,912
National Oilwell Varco, Inc.	88,200		3,888,738
Rowan Cos., Inc.(a)	24,100		545,624
Schlumberger Ltd.	250,600		16,311,554
Smith International, Inc.	44,200		1,200,914
			37,034,906
Food & Staples Retailing — 2.6%
Costco Wholesale Corp.	88,232		5,220,687
CVS Caremark Corp.	289,238		9,316,356
Kroger Co. (The)	138,700		2,847,511
Safeway, Inc.	88,100		1,875,649
SUPERVALU, Inc.	47,508		603,827
Sysco Corp.	123,700		3,456,178
Walgreen Co.	206,400		7,579,008
Wal-Mart Stores, Inc.	441,500		23,598,175
Whole Foods Market, Inc.(a)(b)	28,300		776,835
			55,274,226
Food Products — 1.6%
Archer-Daniels-Midland Co.	135,238		4,234,302
Campbell Soup Co.	39,300		1,328,340
ConAgra Foods, Inc.	94,500		2,178,225
Dean Foods Co.(a)(b)	38,800		699,952
General Mills, Inc.	69,000		4,885,890
H.J. Heinz Co.	65,950		2,820,022
Hershey Co. (The)(b)	35,800		1,281,282
Hormel Foods Corp.	15,500		595,975
J.M. Smucker Co. (The)	25,700		1,586,975
Kellogg Co.	54,200		2,883,440
Kraft Foods, Inc. (Class A Stock)	308,311		8,379,893
McCormick & Co., Inc.	27,600		997,188
Sara Lee Corp.	151,100		1,840,398
Tyson Foods, Inc. (Class A Stock)	66,600		817,182
			34,529,064
Gas Utilities — 0.1%
EQT Corp.	25,100		1,102,392
Nicor, Inc.	10,200		429,420
Questar Corp.	33,200		1,380,124
			2,911,936
Healthcare Equipment & Supplies — 2.0%
Baxter International, Inc.	126,400		7,417,152
Becton, Dickinson & Co.	49,400		3,895,684
Boston Scientific Corp.(a)	313,199		2,818,791
C.R. Bard, Inc.	21,000		1,635,900
CareFusion Corp.(a)	36,237		906,287
DENTSPLY International, Inc.	31,700		1,114,889
Hospira, Inc.(a)	35,420		1,806,420
Intuitive Surgical, Inc.(a)	8,100		2,456,892
Medtronic, Inc.	231,900		10,198,962
St. Jude Medical, Inc.(a)	68,800		2,530,464

COMMON STOCKS (continued)	Shares	Value (Note 2)
Healthcare Equipment & Supplies (continued)
Stryker Corp.	59,500	$	2,997,015
Varian Medical Systems, Inc.(a)(b)	23,300		1,091,605
Zimmer Holdings, Inc.(a)	43,986		2,600,013
			41,470,074
Healthcare Providers & Services — 2.1%
Aetna, Inc.	91,748		2,908,412
AmerisourceBergen Corp.	61,300		1,598,091
Cardinal Health, Inc.	72,475		2,336,594
CIGNA Corp.	59,200		2,087,984
Coventry Health Care, Inc.(a)	32,750		795,497
DaVita, Inc.(a)	22,100		1,298,154
Express Scripts, Inc.(a)	55,800		4,823,910
Humana, Inc.(a)	36,100		1,584,429
Laboratory Corp. of America Holdings(a)(b)	22,300		1,668,932
McKesson Corp.	55,707		3,481,687
Medco Health Solutions, Inc.(a)	98,992		6,326,579
Patterson Cos., Inc.(a)(b)	17,100		478,458
Quest Diagnostics, Inc.	34,800		2,101,224
Tenet Healthcare Corp.(a)	90,000		485,100
UnitedHealth Group, Inc.	238,000		7,254,240
WellPoint, Inc.(a)	100,400		5,852,316
			45,081,607
Healthcare Technology
IMS Health, Inc.	36,820		775,429
Hotels, Restaurants & Leisure — 1.4%
Carnival Corp.(a)	89,100		2,823,579
Darden Restaurants, Inc.(b)	30,850		1,081,909
International Game Technology	56,700		1,064,259
Marriott International, Inc. (Class A Stock)(b)	48,703		1,327,157
McDonald’s Corp.	222,900		13,917,876
Starbucks Corp.(a)(b)	151,100		3,484,366
Starwood Hotels & Resorts Worldwide, Inc.(b)	36,000		1,316,520
Wyndham Worldwide Corp.	41,363		834,292
Wynn Resorts Ltd.	12,000		698,760
Yum! Brands, Inc.	99,300		3,472,521
			30,021,239
Household Durables — 0.3%
Black & Decker Corp. (The)	11,400		739,062
D.R. Horton, Inc.	55,200		600,024
Fortune Brands, Inc.	31,900		1,378,080
Harman International Industries, Inc.	14,100		497,448
Leggett & Platt, Inc.	36,800		750,720
Lennar Corp. (Class A Stock)	25,500		325,635
Newell Rubbermaid, Inc.	64,649		970,381
Pulte Homes, Inc.(a)(b)	53,485		534,850
Whirlpool Corp.(b)	14,607		1,178,201
			6,974,401
Household Products — 2.5%
Clorox Co.(b)	28,700		1,750,700
Colgate-Palmolive Co.	104,500		8,584,675
Kimberly-Clark Corp.	87,988		5,605,716
Procter & Gamble Co. (The)	610,981		37,043,778
			52,984,869

SEE NOTES TO FINANCIAL STATEMENTS.

A129

	STOCK INDEX PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Independent Power Producers & Energy Traders — 0.2%
AES Corp. (The)(a)	145,300	$	1,933,943
Constellation Energy Group, Inc.	43,950		1,545,722
			3,479,665
Industrial Conglomerates — 2.2%
3M Co.	147,600		12,202,092
General Electric Co.	2,214,000		33,497,820
Textron, Inc.	48,400		910,404
			46,610,316
Insurance — 2.2%
Aflac, Inc.	101,900		4,712,875
Allstate Corp. (The)	118,388		3,556,376
American International Group, Inc.(a)(b)	25,229		756,365
Aon Corp.	57,125		2,190,173
Assurant, Inc.	24,500		722,260
Chubb Corp. (The),	75,000		3,688,500
Cincinnati Financial Corp.	39,028		1,024,095
Genworth Financial, Inc. (Class A Stock)(a)	105,200		1,194,020
Hartford Financial Services Group, Inc.	79,000		1,837,540
Lincoln National Corp.	62,963		1,566,519
Loews Corp.	73,226		2,661,765
Marsh & McLennan Cos., Inc.	114,700		2,532,576
MetLife, Inc.	175,000		6,186,250
Principal Financial Group, Inc.	65,500		1,574,620
Progressive Corp. (The)(a)	134,000		2,410,660
Torchmark Corp.	21,300		936,135
Travelers Cos., Inc. (The)	119,498		5,958,170
Unum Group	75,756		1,478,757
XL Capital Ltd. (Class A Stock)	74,300		1,361,919
			46,349,575
Internet & Catalog Retail — 0.6%
Amazon.com, Inc.(a)	69,300		9,322,236
Expedia, Inc.(a)(b)	44,900		1,154,379
priceline.com, Inc.(a)	8,700		1,900,950
			12,377,565
Internet Software & Services — 2.0%
Akamai Technologies, Inc.(a)(b)	36,100		914,413
eBay, Inc.(a)	229,900		5,411,846
Google, Inc. (Class A Stock)(a)	50,600		31,370,988
VeriSign, Inc.(a)(b)	41,300		1,001,112
Yahoo!, Inc.(a)	248,200		4,164,796
			42,863,155
IT Services — 1.6%
Affiliated Computer Services, Inc. (Class A Stock)(a)	19,700		1,175,893
Automatic Data Processing, Inc.	106,000		4,538,920
Cognizant Technology Solutions Corp. (Class A Stock)(a)	58,400		2,645,520
Computer Sciences Corp.(a)	31,900		1,835,207
Fidelity National Information Services, Inc.	63,600		1,490,784
Fiserv, Inc.(a)	33,000		1,599,840

COMMON STOCKS (continued)	Shares	Value (Note 2)
IT Services (continued)
Mastercard, Inc. (Class A Stock)(b)	20,200	$	5,170,796
Paychex, Inc.	63,250		1,937,980
SAIC, Inc.(a)	50,600		958,364
Total System Services, Inc.	41,593		718,311
Visa, Inc. (Class A Stock)	92,000		8,046,320
Western Union Co. (The)	153,704		2,897,321
			33,015,256
Leisure Equipment & Products — 0.1%
Eastman Kodak Co.(a)(b)	30,000		126,600
Hasbro, Inc.	27,150		870,429
Mattel, Inc.	73,281		1,464,154
			2,461,183
Life Sciences Tools & Services — 0.4%
Life Technologies Corp.(a)(b)	37,430		1,954,969
Millipore Corp.(a)	12,500		904,375
PerkinElmer, Inc.	27,200		560,048
Thermo Fisher Scientific, Inc.(a)	89,100		4,249,179
Waters Corp.(a)(b)	20,000		1,239,200
			8,907,771
Machinery — 1.6%
Caterpillar, Inc.(b)	128,600		7,328,914
Cummins, Inc.	40,600		1,861,916
Danaher Corp.	55,500		4,173,600
Deere & Co.	85,800		4,640,922
Dover Corp.	39,400		1,639,434
Eaton Corp.	34,500		2,194,890
Flowserve Corp.	12,000		1,134,360
Illinois Tool Works, Inc.	82,400		3,954,376
PACCAR, Inc.	73,328		2,659,607
Pall Corp.	26,200		948,440
Parker Hannifin Corp.	31,487		1,696,519
Snap-On, Inc.	12,700		536,702
Stanley Works (The)(b)	17,500		901,425
			33,671,105
Media — 2.8%
CBS Corp. (Class B Stock)	146,668		2,060,685
Comcast Corp. (Class A Stock)	600,846		10,130,264
DIRECTV (Class A Stock)(a)	192,700		6,426,545
Gannett Co., Inc.	56,300		836,055
Interpublic Group of Cos., Inc.(a)	90,900		670,842
McGraw-Hill Cos., Inc. (The)	67,800		2,271,978
Meredith Corp.	7,200		222,120
New York Times Co. (The) (Class A Stock)(a)	13,200		163,152
News Corp. (Class A Stock)(b)	465,800		6,376,802
Omnicom Group, Inc.	67,200		2,630,880
Scripps Networks Interactive, Inc. (Class A Stock)	20,300		842,450
Time Warner Cable, Inc.	75,826		3,138,438
Time Warner, Inc.	245,840		7,163,778
Viacom, Inc. (Class B Stock)(a)	128,568		3,822,327
Walt Disney Co. (The)	383,701		12,374,357
Washington Post Co. (The) (Class B Stock)	1,200		527,520
			59,658,193

SEE NOTES TO FINANCIAL STATEMENTS.

A130

	STOCK INDEX PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Metals & Mining — 1.1%
AK Steel Holding Corp.	23,900	$	510,265
Alcoa, Inc.	204,576		3,297,765
Allegheny Technologies, Inc.	18,440		825,559
Cliffs Natural Resources, Inc.	22,200		1,023,198
Freeport-McMoRan Copper & Gold, Inc.(a)	88,806		7,130,233
Newmont Mining Corp.	102,003		4,825,762
Nucor Corp.	65,000		3,032,250
Titanium Metals Corp.(a)	6,000		75,120
United States Steel Corp.(b)	27,340		1,506,981
			22,227,133
Multiline Retail — 0.8%
Big Lots, Inc.(a)(b)	16,900		489,762
Family Dollar Stores, Inc.	27,100		754,193
J.C. Penney Co., Inc.	48,900		1,301,229
Kohl’s Corp.(a)	64,900		3,500,057
Macy’s, Inc.	91,720		1,537,227
Nordstrom Inc.(b)	35,700		1,341,606
Sears Holdings Corp.(a)(b)	8,312		693,637
Target Corp.	162,568		7,863,414
			17,481,125
Multi-Utilities — 1.4%
Ameren Corp.	48,500		1,355,575
CenterPoint Energy, Inc.	79,010		1,146,435
CMS Energy Corp.(b)	48,100		753,246
Consolidated Edison, Inc.(b)	59,600		2,707,628
Dominion Resources, Inc.	126,084		4,907,189
DTE Energy Co.	35,600		1,551,804
Integrys Energy Group, Inc.	17,750		745,323
NiSource, Inc.	57,000		876,660
PG&E Corp.	78,800		3,518,420
Public Service Enterprise Group, Inc.	110,600		3,677,450
SCANA Corp.	22,200		836,496
Sempra Energy	52,554		2,941,973
TECO Energy, Inc.	48,200		781,804
Wisconsin Energy Corp.	22,600		1,126,158
Xcel Energy, Inc.	96,695		2,051,868
			28,978,029
Office Electronics — 0.1%
Xerox Corp.	191,692		1,621,714
Oil, Gas & Consumable Fuels — 9.5%
Anadarko Petroleum Corp.	102,726		6,412,157
Apache Corp.	70,750		7,299,278
Cabot Oil & Gas Corp.	19,000		828,210
Chesapeake Energy Corp.	134,000		3,467,920
Chevron Corp.	421,392		32,442,970
ConocoPhillips	311,679		15,917,447
Consol Energy, Inc.	37,300		1,857,540
Denbury Resources, Inc.(a)(b)	43,900		649,720
Devon Energy Corp.	94,000		6,909,000
El Paso Corp.	150,911		1,483,455
EOG Resources, Inc.	51,900		5,049,870
Exxon Mobil Corp.	989,370		67,465,140
Hess Corp.	62,000		3,751,000
Marathon Oil Corp.	150,494		4,698,423

COMMON STOCKS (continued)	Shares	Value (Note 2)
Oil, Gas & Consumable Fuels (continued)
Massey Energy Co.	17,500	$	735,175
Murphy Oil Corp.	40,600		2,200,520
Noble Energy, Inc.	35,900		2,556,798
Occidental Petroleum Corp.	168,100		13,674,935
Peabody Energy Corp.	56,400		2,549,844
Pioneer Natural Resources Co.	21,600		1,040,472
Range Resources Corp.	32,200		1,605,170
Southwestern Energy Co.(a)	72,500		3,494,500
Spectra Energy Corp.	137,542		2,820,986
Sunoco, Inc.	27,000		704,700
Tesoro Corp.(b)	31,500		426,825
Valero Energy Corp.	112,600		1,886,050
Williams Cos., Inc. (The)	124,400		2,622,352
XTO Energy, Inc.	121,800		5,667,354
			200,217,811
Paper & Forest Products — 0.3%
International Paper Co.	87,867		2,353,078
MeadWestvaco Corp.	38,689		1,107,666
Weyerhaeuser Co.	45,400		1,958,556
			5,419,300
Personal Products — 0.3%
Avon Products, Inc.	91,000		2,866,500
Estee Lauder Cos., Inc. (The) (Class A Stock)	22,900		1,107,444
Mead Johnson Nutrition Co., Inc. (Class A Stock)	34,493		1,507,344
			5,481,288
Pharmaceuticals — 6.4%
Abbott Laboratories	320,100		17,282,199
Allergan, Inc.	64,900		4,089,349
Bristol-Myers Squibb Co.(b)	366,540		9,255,135
Eli Lilly & Co.	213,300		7,616,943
Forest Laboratories, Inc.(a)	64,300		2,064,673
Johnson & Johnson	578,171		37,239,994
King Pharmaceuticals, Inc. (a)	45,233		555,009
Merck & Co., Inc.	636,104		23,243,234
Mylan, Inc.(a)(b)	59,200		1,091,056
Pfizer, Inc.	1,685,273		30,655,116
Watson Pharmaceuticals, Inc.(a)(b)	20,400		808,044
			133,900,752
Professional Services — 0.1%
Dun & Bradstreet Corp.	11,300		953,381
Equifax, Inc.	29,100		898,899
Monster Worldwide, Inc.(a)(b)	25,200		438,480
Robert Half International, Inc.(b)	32,500		868,725
			3,159,485
Real Estate Investment Trusts — 1.2%
Apartment Investment & Management Co., REIT (Class A Stock)(b)	34,974		556,786
AvalonBay Communities, Inc.(b)	16,918		1,389,137
Boston Properties, Inc.	28,100		1,884,667
Equity Residential(b)	57,500		1,942,350
HCP, Inc.	57,600		1,759,104
Health Care REIT, Inc.(b)	22,900		1,014,928

SEE NOTES TO FINANCIAL STATEMENTS.

A131

	STOCK INDEX PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Real Estate Investment Trusts (continued)
Host Hotels & Resorts, Inc.(a)(b)	131,726	$	1,537,242
Kimco Realty Corp.(b)	76,400		1,033,692
Plum Creek Timber Co., Inc.(b)	35,000		1,321,600
ProLogis(b)	91,500		1,252,635
Public Storage	27,600		2,248,020
Simon Property Group, Inc.(b)	59,001		4,708,280
Ventas, Inc.	32,600		1,425,924
Vornado Realty Trust(b)	33,557		2,346,977
			24,421,342
Real Estate Management & Development
CB Richard Ellis Group, Inc. (Class A Stock)(a)(b)	51,100		693,427
Road & Rail — 1.0%
Burlington Northern Santa Fe Corp.	54,626		5,387,216
CSX Corp.	82,424		3,996,740
Norfolk Southern Corp.	76,300		3,999,646
Ryder System, Inc.	12,800		526,976
Union Pacific Corp.	104,800		6,696,720
			20,607,298
Semiconductors & Semiconductor Equipment — 2.6%
Advanced Micro Devices, Inc.(a)	115,600		1,119,008
Altera Corp.(b)	62,500		1,414,375
Analog Devices, Inc.	61,900		1,954,802
Applied Materials, Inc.	270,100		3,765,194
Broadcom Corp. (Class A Stock)(a)(b)	92,450		2,907,552
Intel Corp.	1,160,600		23,676,240
KLA-Tencor Corp.	32,000		1,157,120
Linear Technology Corp.	48,700		1,487,298
LSI Corp.(a)	141,700		851,617
MEMC Electronic Materials, Inc.(a)(b)	39,700		540,714
Microchip Technology, Inc.	38,900		1,130,434
Micron Technology, Inc.(a)(b)	167,700		1,770,912
National Semiconductor Corp.	40,500		622,080
Novellus Systems, Inc.(a)(b)	22,400		522,816
NVIDIA Corp.(a)(b)	116,650		2,179,022
Teradyne, Inc.(a)(b)	31,800		341,214
Texas Instruments, Inc.	270,200		7,041,412
Xilinx, Inc.(b)	54,900		1,375,794
			53,857,604
Software — 4.3%
Adobe Systems, Inc.(a)	108,200		3,979,596
Autodesk, Inc.(a)(b)	48,200		1,224,762
BMC Software, Inc.(a)	40,100		1,608,010
CA, Inc.	85,873		1,928,707
Citrix Systems, Inc.(a)	37,300		1,552,053
Compuware Corp.(a)	57,500		415,725
Electronic Arts, Inc.(a)(b)	58,700		1,041,925
Intuit, Inc.(a)	66,900		2,054,499
McAfee, Inc.(a)	34,200		1,387,494
Microsoft Corp.	1,612,000		49,149,880
Novell, Inc.(a)	73,100		303,365
Oracle Corp.	809,620		19,868,075
Red Hat, Inc.(a)	36,400		1,124,760

COMMON STOCKS (continued)	Shares	Value (Note 2)
Software (continued)
Salesforce.com, Inc.(a)	21,000	$	1,549,170
Symantec Corp.(a)(b)	178,311		3,189,984
			90,378,005
Specialty Retail — 1.9%
Abercrombie & Fitch Co. (Class A Stock)	15,500		540,175
AutoNation, Inc.(a)(b)	20,489		392,364
AutoZone, Inc.(a)	6,800		1,074,876
Bed Bath & Beyond, Inc.(a)(b)	52,900		2,043,527
Best Buy Co., Inc.	72,225		2,849,998
GameStop Corp. (Class A Stock)(a)(b)	33,800		741,572
Gap, Inc. (The),	101,187		2,119,868
Home Depot, Inc.	353,519		10,227,305
Limited Brands, Inc.	59,796		1,150,475
Lowe’s Cos., Inc.	301,400		7,049,746
Office Depot, Inc.(a)	44,900		289,605
O’Reilly Automotive, Inc.(a)	25,400		968,248
RadioShack Corp.	26,560		517,920
Ross Stores, Inc.	26,000		1,110,460
Sherwin-Williams Co. (The)(b)	18,400		1,134,360
Staples, Inc.	151,400		3,722,926
Tiffany & Co.	25,800		1,109,400
TJX Cos., Inc.	89,800		3,282,190
			40,325,015
Textiles, Apparel & Luxury Goods — 0.5%
Coach, Inc.	72,100		2,633,813
NIKE, Inc. (Class B Stock)	78,900		5,212,923
Polo Ralph Lauren Corp. (Class A Stock)	10,500		850,290
V.F. Corp.	19,336		1,416,169
			10,113,195
Thrifts & Mortgage Finance — 0.1%
Hudson City Bancorp, Inc.(b)	113,600		1,559,728
People’s United Financial, Inc.	71,900		1,200,730
			2,760,458
Tobacco — 1.5%
Altria Group, Inc.	424,900		8,340,787
Lorillard, Inc.	32,431		2,601,939
Philip Morris International, Inc. (Switzerland)	402,600		19,401,294
Reynolds American, Inc.	38,100		2,018,157
			32,362,177
Trading Companies & Distributors — 0.1%
Fastenal Co.(b)	24,200		1,007,688
W.W. Grainger, Inc.(b)	12,400		1,200,692
			2,208,380
Wireless Telecommunication Services — 0.3%
American Tower Corp. (Class A Stock)(a)	79,500		3,435,195
MetroPCS Communications, Inc.(a)	39,500		301,385
Sprint Nextel Corp.(a)	610,722		2,235,243
			5,971,823
TOTAL LONG-TERM INVESTMENTS (cost $1,341,165,006)			2,066,773,119

SEE NOTES TO FINANCIAL STATEMENTS.

A132

	STOCK INDEX PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

SHORT-TERM INVESTMENTS — 8.7%	Shares	Value (Note 2)
Affiliated Money Market Mutual Fund — 8.5%
Dryden Core Investment Fund — Taxable Money Market Series (cost $177,953,852; includes $155,266,293 of cash collateral received for securities on loan) (Note 4)(c)(d)	177,953,832	$	177,953,832

	Principal Amount (000)		Value (Note 2)
U.S. Government Obligation — 0.2%
U.S. Treasury Bill, 0.04%, 03/18/2010 (cost $4,699,603)	$	4,700	$	4,699,525
TOTAL SHORT-TERM INVESTMENTS (cost $182,653,435)				182,653,357
TOTAL INVESTMENTS — 107.2% (cost $1,523,818,441)				2,249,426,476
LIABILITIES IN EXCESS OF OTHER ASSETS(e) — (7.2)%				(151,367,182	)
NET ASSETS — 100.0%			$	2,098,059,294

The following abbreviations are used in portfolio descriptions:

(a) Non-income producing security.

(b) All or a portion of security is on loan. The aggregate market value of such securities is $149,549,726; cash collateral of $155,266,293 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(c) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(d) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

(e) Liabilities in excess of other assets include net unrealized appreciation (depreciation) on financial futures contracts as follows:

Open futures contracts outstanding at December 31, 2009:

Number of Contracts	Type	Expiration Date	Value at Trade Date		Value at December 31, 2009		Unrealized Appreciation
Long Position:
109	S&P 500 Index	Mar. 2010	$	30,086,386	$	30,266,575	$	180,189

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks	$	2,066,773,119	$	—	$	—
U.S. Government Obligations		—		4,699,525		—
Affiliated Money Market Mutual Fund		177,953,832		—		—
		2,244,726,951		4,699,525		—
Other Financial Instruments*		180,189		—		—
Total	$	2,244,907,140	$	4,699,525	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

SEE NOTES TO FINANCIAL STATEMENTS.

A133

	STOCK INDEX PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Oil, Gas & Consumable Fuels	9.5	%
Affiliated Money Market Mutual Fund (including 7.4% of collateral received for securities on loan)	8.5
Pharmaceuticals	6.4
Computers & Peripherals	5.9
Diversified Financial Services	4.3
Software	4.3
Diversified Telecommunication Services	2.9
Capital Markets	2.8
Media	2.8
Aerospace & Defense	2.7
Commercial Banks	2.7
Beverages	2.6
Communications Equipment	2.6
Food & Staples Retailing	2.6
Semiconductors & Semiconductor Equipment	2.6
Household Products	2.5
Industrial Conglomerates	2.2
Insurance	2.2
Healthcare Providers & Services	2.1
Electric Utilities	2.0
Healthcare Equipment & Supplies	2.0
Internet Software & Services	2.0
Chemicals	1.9
Specialty Retail	1.9
Energy Equipment & Services	1.8
Food Products	1.6
IT Services	1.6
Machinery	1.6
Biotechnology	1.5
Tobacco	1.5
Hotels, Restaurants & Leisure	1.4
Multi-Utilities	1.4

Real Estate Investment Trusts	1.2	%
Metals & Mining	1.1
Air Freight & Logistics	1.0
Road & Rail	1.0
Consumer Finance	0.8
Multiline Retail	0.8
Electronic Equipment & Instruments	0.6
Internet & Catalog Retail	0.6
Commercial Services & Supplies	0.5
Electrical Equipment	0.5
Textiles, Apparel & Luxury Goods	0.5
Automobiles	0.4
Life Sciences Tools & Services	0.4
Household Durables	0.3
Paper & Forest Products	0.3
Personal Products	0.3
Wireless Telecommunication Services	0.3
Auto Components	0.2
Construction & Engineering	0.2
Containers & Packaging	0.2
Diversified Consumer Services	0.2
Independent Power Producers & Energy Traders	0.2
U.S. Government Obligation	0.2
Airlines	0.1
Building Products	0.1
Construction Materials	0.1
Distributors	0.1
Gas Utilities	0.1
Leisure Equipment & Products	0.1
Office Electronics	0.1
Professional Services	0.1
Thrifts & Mortgage Finance	0.1
Trading Companies & Distributors	0.1
	107.2
Liabilities in excess of other assets	(7.2	)
	100.0	%

The Portfolio invested in derivative instruments during the reporting period. The primary types of risk associated with derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Equity contracts	Due to broker—variation margin	$	180,189	*	—	$	—

* Includes cumulative appreciation/depreciation on futures contracts as reported in the Schedule of Investments. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

SEE NOTES TO FINANCIAL STATEMENTS.

A134

	STOCK INDEX PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures
Equity contracts	$	10,307,032

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures
Equity contracts	$	(379,818	)

For the year ended December 31, 2009, the average value at trade date for futures long position was $36,988,610.

SEE NOTES TO FINANCIAL STATEMENTS.

A135

STOCK INDEX PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $149,549,726:
Unaffiliated investments (cost $1,345,864,609)	$	2,071,472,644
Affiliated investments (cost $177,953,832)		177,953,832
Cash		49,130
Receivable for investments sold		6,314,127
Dividends and interest receivable		2,854,527
Receivable for Series shares sold		78,019
Prepaid expenses		20,750
Total Assets		2,258,743,029
LIABILITIES
Collateral for securities on loan		155,266,293
Payable for investments purchased		4,066,123
Management fee payable		622,119
Due to broker-variation margin		310,650
Payable for Series shares repurchased		277,366
Accrued expenses and other liabilities		140,589
Affiliated transfer agent fee payable		595
Total Liabilities		160,683,735
NET ASSETS	$	2,098,059,294
Net assets were comprised of:
Paid-in capital	$	1,435,013,755
Retained earnings		663,045,539
Net assets, December 31, 2009	$	2,098,059,294
Net asset value and redemption price per share, $2,098,059,294 / 75,231,986 outstanding shares of beneficial interest	$	27.89

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income	$	42,565,351
Affiliated income from securities loaned, net		1,769,831
Affiliated dividend income		174,319
Interest		4,546
		44,514,047
EXPENSES
Management fee		6,408,612
Custodian’s fees and expenses		163,000
Shareholders’ reports		50,000
Insurance expenses		43,000
Trustees’ fees		33,000
Audit fee		17,000
Legal fees and expenses		15,000
Commitment fee on syndicated credit agreement		12,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Miscellaneous		15,956
Total expenses		6,767,568
NET INVESTMENT INCOME		37,746,479
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on:
Investment transactions		(22,151,368	)
Futures transactions		10,307,032
		(11,844,336	)
Net change in unrealized appreciation (depreciation) on:
Investments		414,349,079
Futures		(379,818	)
		413,969,261
NET GAIN ON INVESTMENTS		402,124,925
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	439,871,404

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS OPERATIONS:
Net investment income	$	37,746,479		$	51,604,331
Net realized loss on investments		(11,844,336	)		(28,775,151	)
Net change in unrealized appreciation (depreciation) on investments		413,969,261			(1,123,541,103	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		439,871,404			(1,100,711,923	)
DISTRIBUTIONS		(51,594,261	)		(56,959,943	)
SERIES SHARE TRANSACTIONS:
Series shares sold [2,119,324 and 2,142,562 shares, respectively]		48,926,542			63,864,986
Series shares issued in reinvestment of dividends and distributions [2,201,121 and 1,689,203 shares, respectively]		51,594,261			56,959,943
Series shares repurchased [8,851,247 and 8,835,363 shares, respectively]		(206,536,067	)		(269,751,865	)
NET DECREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(106,015,264	)		(148,926,936	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		282,261,879			(1,306,598,802	)
NET ASSETS:
Beginning of year		1,815,797,415			3,122,396,217
End of year	$	2,098,059,294		$	1,815,797,415

SEE NOTES TO FINANCIAL STATEMENTS.

A136

	VALUE PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 96.4%
COMMON STOCKS — 93.4%	Shares	Value (Note 2)
Aerospace & Defense — 1.5%
Precision Castparts Corp.	114,900	$	12,679,215
United Technologies Corp.	78,700		5,462,567
			18,141,782
Auto Components — 2.5%
Goodyear Tire & Rubber Co. (The)(a)	1,218,500		17,180,850
Johnson Controls, Inc.	160,500		4,372,020
Lear Corp.(a)(b)	120,800		8,170,912
			29,723,782
Biotechnology — 0.9%
Amgen, Inc.(a)	190,200		10,759,614
Capital Markets — 5.6%
Bank of New York Mellon Corp. (The)	477,895		13,366,723
Goldman Sachs Group, Inc. (The)	134,000		22,624,560
Morgan Stanley	556,400		16,469,440
TD Ameritrade Holding Corp.(a)(b)	693,400		13,438,092
			65,898,815
Chemicals — 1.4%
Dow Chemical Co. (The)	616,900		17,044,947
Commercial Banks — 0.7%
KeyCorp	1,589,600		8,822,280
Commercial Services & Supplies — 1.9%
Waste Management, Inc.(b)	667,000		22,551,270
Computers & Peripherals — 0.7%
Dell, Inc.(a)	542,800		7,794,608
Consumer Finance — 1.6%
SLM Corp.(a)	1,721,500		19,401,305
Diversified Consumer Services — 3.3%
Career Education Corp.(a)(b)	416,200		9,701,622
H&R Block, Inc.	1,318,000		29,813,160
			39,514,782
Diversified Financial Services — 0.8%
JPMorgan Chase & Co.	226,900		9,454,923
Electric Utilities — 1.1%
Entergy Corp.	163,700		13,397,208
Electronic Equipment & Instruments — 1.2%
Flextronics International Ltd.(a)	1,864,200		13,627,302
Food & Staples Retailing — 4.5%
CVS Caremark Corp.	433,400		13,959,814
Kroger Co. (The)	1,066,900		21,903,457
Wal-Mart Stores, Inc.	330,300		17,654,535
			53,517,806
Food Products — 4.6%
Bunge Ltd.(b)	209,500		13,372,385
ConAgra Foods, Inc.	1,074,700		24,771,835
Tyson Foods, Inc. (Class A Stock)	1,327,000		16,282,290
			54,426,510
Healthcare Equipment & Supplies — 0.1%
Baxter International, Inc.	24,500		1,437,660

COMMON STOCKS
(continued)	Shares	Value (Note 2)
Healthcare Providers & Services — 4.9%
Aetna, Inc.	243,900	$	7,731,630
Omnicare, Inc.,	983,400		23,778,612
UnitedHealth Group, Inc.,	239,900		7,312,152
WellPoint, Inc.(a)	338,400		19,725,336
			58,547,730
Hotels Restaurants & Leisure — 1.0%
Yum! Brands, Inc.,	331,700		11,599,549
Household Products — 0.8%
Kimberly-Clark Corp.	147,582		9,402,449
Independent Power Producers & Energy Traders — 1.5%
NRG Energy, Inc.(a)	745,700		17,605,977
Insurance — 4.2%
Arch Capital Group, Ltd.(a)	183,700		13,143,735
Axis Capital Holdings Ltd.	520,600		14,790,246
Berkshire Hathaway, Inc. (Class B Stock)(a)(b)	3,064		10,068,304
Travelers Cos., Inc. (The)	244,900		12,210,714
			50,212,999
Internet & Catalog Retail — 1.3%
Ticketmaster Entertainment, Inc.(a)	1,249,240		15,265,713
Internet Software & Services — 2.4%
IAC/InterActiveCorp(a)(b)	1,390,700		28,481,536
Media — 5.4%
Comcast Corp. (Class A Stock)	1,236,901		20,854,151
Liberty Global, Inc., Ser. C(a)(b)	1,158,035		25,303,065
Time Warner Cable, Inc.(b)	416,900		17,255,491
			63,412,707
Multi-Utilities — 2.1%
Sempra Energy	453,400		25,381,332
Office Electronics — 0.7%
Xerox Corp.	936,500		7,922,790
Oil, Gas & Consumable Fuels — 16.3%
Anadarko Petroleum Corp.	270,705		16,897,406
Apache Corp.	242,500		25,018,725
Canadian Natural Resources Ltd.(b)	250,600		18,030,670
EOG Resources, Inc.	203,100		19,761,630
Hess Corp.	123,800		7,489,900
Noble Energy, Inc.	187,200		13,332,384
Occidental Petroleum Corp.	292,200		23,770,470
Petroleo Brasileiro SA (Brazil), ADR	429,500		20,478,560
Suncor Energy, Inc.(b)	355,200		12,542,112
Trident Resources Corp. (Canada), Private Placement (original cost $16,980,633; purchased 3/11/05-1/05/06)(a)(c)(d)(e)	404,537		—
Williams Cos., Inc. (The)	1,116,000		23,525,280
XTO Energy, Inc.	253,800		11,809,314
			192,656,451
Pharmaceuticals — 5.2%
Mylan, Inc.(a)(b)	867,900		15,995,397
Novartis AG (Switzerland), ADR	305,200		16,612,036

SEE NOTES TO FINANCIAL STATEMENTS.

A137

	VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS
(continued)	Shares	Value (Note 2)
Pharmaceuticals (continued)
Pfizer, Inc.	622,313	$	11,319,874
Sanofi-Aventis SA (France), ADR	440,500		17,298,435
			61,225,742
Road & Rail — 1.5%
Union Pacific Corp.	281,700		18,000,630
Semiconductors & Semiconductor Equipment — 1.8%
Advanced Micro Devices, Inc.(a)	2,226,400		21,551,552
Software — 8.0%
CA, Inc.	1,572,700		35,322,842
Microsoft Corp.	359,200		10,952,008
Nuance Communications, Inc.(a)(b)	765,500		11,895,870
Symantec Corp.(a)(b)	2,018,500		36,110,965
			94,281,685
Thrifts & Mortgage Finance — 0.7%
People’s United Financial, Inc.	506,360		8,456,212
Wireless Telecommunication Services — 3.2%
MetroPCS Communications, Inc.(a)(b)	1,561,300		11,912,719
NII Holdings, Inc.(a)	769,597		25,843,067
			37,755,786
TOTAL COMMON STOCKS (cost $963,218,155)			1,107,275,434
CORPORATE BOND
	Principal Amount (000)#
Oil, Gas & Consumable Fuels
Trident Resources Corp. (Canada), Private Placement, 0.000%, due 8/12/12 (original cost $12,142,429; purchased 8/20/07-8/31/09)(a)(c)(d)(e)	CAD  12,925		—
CONVERTIBLE PREFERRED STOCKS — 3.0%
	Shares
Consumer Finance — 0.5%
SLM Corp.(a)	9,540		5,778,855
Diversified Financial Services — 1.4%
Bank of America Corp.	1,098,300		16,386,636
Pharmaceuticals — 1.1%
Mylan, Inc.(a)	11,040		12,633,734
TOTAL CONVERTIBLE PREFERRED STOCKS (cost $27,567,852)			34,799,225
WARRANT
	Units
Oil, Gas & Consumable Fuels
Trident Resources Corp. (Canada), Private Placement, expiring 1/1/15 (original cost $0; purchased 8/20/07)(a)(c)(d)(e)	1,043,852		—
TOTAL LONG-TERM INVESTMENTS (cost $1,002,928,436)			1,142,074,659

SHORT-TERM INVESTMENT — 11.4%
	Shares	Value (Note 2)
Affiliated Money Market Mutual Fund
Dryden Core Investment Fund — Taxable Money Market Series (cost $135,344,807; includes $105,824,048 of cash collateral received for securities on loan)(f)(g)	135,344,807	$	135,344,807
TOTAL INVESTMENTS (h) — 107.8% (cost $1,138,273,243)			1,277,419,466
LIABILITIES IN EXCESS OF OTHER ASSETS — (7.8)%			(92,021,576	)
NET ASSETS — 100.0%		$	1,185,397,890

The following abbreviations are used in portfolio descriptions:

ADR	American Depositary Receipt
CAD	Canadian Dollar

# Principal amount shown in U.S. dollars unless otherwise stated.

(a) Non-income producing security.

(b) All or a portion of security is on loan. The aggregate market value of such securities is $102,150,981; cash collateral of $105,824,048 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(c) Indicates a security that has been deemed illiquid.

(d) Indicates a restricted security; the aggregate original cost of such securities is $29,123,062. The aggregate value of $0 is 0.0% of net assets.

(e) The issuer has filed for bankruptcy, and has defaulted in the payment of interest on the debt instrument. The security has been fair valued at zero.

(f) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(g) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

(h) As of December 31, 2009, 3 securities representing $0 and 0.0% of the net assets were fair valued in accordance with the policies adopted by the Board of Trustees.

SEE NOTES TO FINANCIAL STATEMENTS.

A138

	VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks	$	1,107,275,434	$	—	$	—	**
Corporate Bond		—		—		—	**
Convertible Preferred Stocks		34,799,225		—		—
Warrant		—		—		—	**
Affiliated Money Market Mutual Fund		135,344,807		—		—
		1,277,419,466		—		—
Other Financial Instruments*		—		—		—
Total	$	1,277,419,466	$	—	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Common Stock			Corporate Bond			Warrant
Balance as of 12/31/08	$	1,720,388		$	3,349,256		$	85
Realized gain (loss)		—			—			—
Change in unrealized appreciation (depreciation)		(1,720,388	)		(3,851,367	)		(85	)
Earned amortization/accretion		—			9,838			—
Net purchases (sales)		—			492,273			—
Transfers in and/or out of Level 3		—			—			—
Balance as of 12/31/09	$	—	**	$	—	**	$	—	**

** Valued at zero.

SEE NOTES TO FINANCIAL STATEMENTS.

A139

	VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Oil, Gas & Consumable Fuels	16.3	%
Affiliated Money Market Mutual Fund (including 8.9% of collateral received for securities on loan)	11.4
Software	8.0
Pharmaceuticals	6.3
Capital Markets	5.6
Media	5.4
Healthcare Providers & Services	4.9
Food Products	4.6
Food & Staples Retailing	4.5
Insurance	4.2
Diversified Consumer Services	3.3
Wireless Telecommunication Services	3.2
Auto Components	2.5
Internet Software & Services	2.4
Diversified Financial Services	2.2
Consumer Finance	2.1
Multi-Utilities	2.1
Commercial Services & Supplies	1.9
Semiconductors & Semiconductor Equipment	1.8
Aerospace & Defense	1.5
Independent Power Producers & Energy Traders	1.5
Road & Rail	1.5
Chemicals	1.4
Internet & Catalog Retail	1.3
Electronic Equipment & Instruments	1.2
Electric Utilities	1.1
Hotels Restaurants & Leisure	1.0
Biotechnology	0.9
Household Products	0.8
Commercial Banks	0.7
Computers & Peripherals	0.7
Office Electronics	0.7
Thrifts & Mortgage Finance	0.7
Healthcare Equipment & Supplies	0.1
	107.8
Liabilities in excess of other assets	(7.8	)
	100.0	%

The Portfolio invested in derivative instruments during the reporting period. The primary types of risk associated with derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Equity contracts	Unaffiliated investments	$	—	*	—	$	—

* Valued at zero.

For the year ended December 31, 2009, the Portfolio did not have any realized gain or (loss) on derivatives recognized in income.

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Warrant
Equity contracts	$	(85	)

SEE NOTES TO FINANCIAL STATEMENTS.

A140

VALUE PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $102,150,981:
Unaffiliated investments (cost $1,002,928,436)	$	1,142,074,659
Affiliated investments (cost $135,344,807)		135,344,807
Cash		32,677
Receivable for investments sold		20,236,536
Dividends and interest receivable		1,354,005
Foreign tax reclaim receivable		261,649
Receivable for Series shares sold		54,464
Prepaid expenses		11,715
Total Assets		1,299,370,512
LIABILITIES
Collateral for securities on loan		105,824,048
Payable for investments purchased		7,555,697
Management fee payable		398,582
Accrued expenses and other liabilities		135,453
Payable for Series shares repurchased		57,066
Distribution fee payable		738
Affiliated transfer agent fee payable		595
Administration fee payable		443
Total Liabilities		113,972,622
NET ASSETS	$	1,185,397,890
Net assets were comprised of:
Paid-in capital	$	1,399,960,416
Retained earnings		(214,562,526	)
Net assets, December 31, 2009	$	1,185,397,890
Class I:
Net asset value and redemption price per share, $1,181,659,893 / 78,268,587 outstanding shares of beneficial interest	$	15.10
Class II:
Net asset value and redemption price per share, $3,737,997 / 246,574 outstanding shares of beneficial interest	$	15.16

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of foreign withholding taxes of $26,337)	$	14,257,752
Interest		1,183,725
Affiliated income from securities loaned, net		487,724
Affiliated dividend income		151,863
		16,081,064
EXPENSES
Management fee		4,073,608
Distribution fee—Class II		5,688
Administration fee—Class II		3,413
Shareholders’ reports		140,000
Custodian’s fees and expenses		82,000
Insurance expenses		25,000
Trustees’ fees		20,000
Audit fee		17,000
Legal fees and expenses		15,000
Commitment fee on syndicated credit agreement		10,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Loan interest expense (Note 8)		25
Miscellaneous		13,308
Total expenses		4,415,042
NET INVESTMENT INCOME		11,666,022
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES
Net realized gain (loss) on:
Investment transactions		(132,511,710	)
Foreign currency transactions		2,788
		(132,508,922	)
Net change in unrealized appreciation (depreciation) on:
Investments		482,224,778
Foreign currencies		310
		482,225,088
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES		349,716,166
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	361,382,188

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS OPERATIONS:
Net investment income	$	11,666,022		$	20,982,229
Net realized loss on investments and foreign currencies		(132,508,922	)		(205,421,734	)
Net change in unrealized appreciation (depreciation) on investments and foreign currencies		482,225,088			(533,239,630	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		361,382,188			(717,679,135	)
DISTRIBUTIONS:
Class I		(20,940,047	)		(331,218,021	)
Class II		(34,913	)		(495,826	)
TOTAL DISTRIBUTIONS		(20,974,960	)		(331,713,847	)
SERIES SHARE TRANSACTIONS (Note 7):
Series shares sold		11,756,400			17,037,608
Series shares issued in reinvestment of dividends and distributions		20,974,960			331,713,847
Series shares repurchased		(122,511,338	)		(192,551,116	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(89,779,978	)		156,200,339
TOTAL INCREASE (DECREASE) IN NET ASSETS		250,627,250			(893,192,643	)
NET ASSETS:
Beginning of year		934,770,640			1,827,963,283
End of year	$	1,185,397,890		$	934,770,640

SEE NOTES TO FINANCIAL STATEMENTS.

A141

NOTES TO THE FINANCIAL STATEMENTS OF THE PRUDENTIAL SERIES FUND

Note 1: General

The Prudential Series Fund (“Series Fund”), organized as a Delaware statutory trust, is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. On January 2, 2006, each Portfolio of the Series Fund changed its federal income tax status from a regulated investment company to a partnership. As a result of that conversion, the Series Fund was reorganized from a Maryland corporation to a Delaware statutory trust. Pursuant to this reorganization, the Series Fund has been renamed “The Prudential Series Fund.” The Series Fund is composed of twenty-two Portfolios (“Portfolio” or “Portfolios”), each with separate series shares. The information presented in these financial statements pertains to thirteen Portfolios which are listed below along with each Portfolio’s investment objective.

Conservative Balanced Portfolio:    Total investment return consistent with a conservatively managed diversified portfolio by investing in a mix of equity-related securities, debt obligations and money market instruments.

Diversified Bond Portfolio:    High level of income over a longer term while providing reasonable safety of capital by investing in intermediate and long-term debt obligations that are rated investment grade and high quality money market instruments. The types of debt obligations in which the Portfolio can invest include U.S. government securities, mortgage-related securities and corporate bonds.

Equity Portfolio:    Capital appreciation by investing primarily in stocks of major, established corporations as well as small companies.

Flexible Managed Portfolio:    High total return consistent with an aggressively managed diversified portfolio by investing in a mix of equity and equity-related securities, debt obligations and money market instruments.

Global Portfolio:    Long-term growth of capital by investing primarily in equity and equity-related securities of foreign and U.S. companies.

Government Income Portfolio:    High level of income over the long-term consistent with the preservation of capital by investing primarily in intermediate and long-term U.S. government securities, including U.S. treasuries, government agency and mortgage-related securities.

High Yield Bond Portfolio:    High total return by investing primarily in medium to lower rated debt securities.

Jennison Portfolio:    Long-term growth of capital by investing primarily in equity securities of established companies that the Portfolio manager believes offer above-average growth prospects.

Money Market Portfolio:    Maximum current income consistent with the stability of capital and maintenance of liquidity by investing in high quality short-term money market securities issued by the U.S. government and its agencies, as well as commercial paper, asset backed securities, certificates of deposit and other obligations issued by banks, corporations and other companies, that generally mature in 13 months or less.

Natural Resources Portfolio:    Long-term growth of capital by investing primarily in stocks of companies that operate within, or do business with, the natural resources sector of the economy.

Small Capitalization Stock Portfolio:    Long-term growth of capital that corresponds to the price and yield performance of the Standard & Poor’s Small Capitalization Stock Index (the “S&P 600 SmallCap Index”) by investing primarily in stocks of the S&P 600 SmallCap Index.

Stock Index Portfolio:    Investment results that generally correspond to the price and yield performance of the S&P 500 Index by investing primarily in stocks in the S&P 500 Index.

Value Portfolio:    Capital appreciation by investing in equity and equity-related securities that are considered to be undervalued.

The ability of issuers of debt securities (other than those issued or guaranteed by the U.S. Government) held by the Portfolios to meet their obligations may be affected by the economic or political developments in a specific industry, region or country.

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Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the possibility of political and economic instability or the level of governmental supervision and regulation of foreign securities markets.

Note 2: Accounting Policies

The following is a summary of significant accounting policies followed by the Series Fund and the Portfolios in preparation of their financial statements.

Securities Valuation:    Securities listed on a securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and asked prices, or at the last bid price on such day in the absence of an asked price. Securities traded via NASDAQ 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. Securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by Prudential Investments LLC (“PI” or “Manager”) in consultation with the subadvisors, to be over-the-counter, are valued at market value using prices provided by an independent pricing agent or principal market maker. Options on securities and indices traded on an exchange are valued at the last sale price as of the close of trading on the applicable exchange or, if there was no sale, at the mean between the most recently quoted bid and asked prices on such exchange, or at the last bid price in the absence of an asked price. Futures contracts and options thereon traded on a commodities exchange or board of trade are valued at the last sale price at the close of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted bid and asked prices on such exchange or board of trade or at the last bid price in the absence of an asked price. Prices may be obtained from independent pricing services which use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Securities for which reliable market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Series Fund’s normal pricing time, are valued at fair value in accordance with Board of Trustees approved fair valuation procedures. When determining the fair value of securities, some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the 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 investment advisor regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values.

Investments in mutual funds are valued at their net asset value as of the close of the New York Stock Exchange on the date of valuation.

The Money Market Portfolio values all of its securities of sufficient credit quality at amortized cost, which approximates fair value. Short-term debt securities that are held in the other Portfolios which mature in more than 60 days are valued at fair value and those short-term debt securities of sufficient credit quality which mature in 60 days or less are valued at amortized cost which approximates fair value. The amortized cost method involves valuing a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium.

Each Portfolio may hold up to 15% of its net assets (the Money Market Portfolio may hold up to 10% of its net assets) in illiquid securities, including those which are restricted as to disposition under securities law (“restricted securities”). Restricted securities, including private placements, are valued pursuant to the valuation procedures noted above.

Repurchase Agreements:    In connection with transactions in repurchase agreements with United States financial institutions, it is the Series Fund’s policy that its custodian or designated subcustodians, as the case may be, under triparty repurchase agreements, take possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked to market on a daily basis to ensure the adequacy of the collateral. If the seller defaults and the value of the

B2

collateral declines, or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Series Fund may by delayed or limited.

Foreign Currency Translation:    The books and records of the Series Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:

(i)  market value of investment securities, other assets and liabilities at the current daily rates of exchange.

(ii)  purchases and sales of investment securities, income and expenses at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets of the Series Fund are presented at the foreign exchange rates and market values at the close of the period, the Series Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at the end of the period. Similarly, the Series Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of portfolio securities sold during the period. Accordingly, these realized foreign currency gains (losses) are included in the reported net realized gains (losses) on investment transactions.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the holding of foreign currencies, currency gains (losses) realized between the trade date and settlement date on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Series Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates are reflected as a component of net unrealized appreciation (depreciation) on investments and foreign currencies.

Forward Currency Contracts:    A forward currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate between two parties. Certain Portfolios of the Series Fund entered into forward currency contracts in order to hedge their exposure to changes in foreign currency exchange rates on their foreign portfolio holdings or specific receivables and payables denominated in a foreign currency and to gain exposure to certain currencies. The contracts are valued daily at current exchange rates and any unrealized gain or loss is included in net unrealized appreciation or depreciation on foreign currencies. Gain or loss is realized on the settlement date of the contract equal to the difference between the settlement value of the original and renegotiated forward contracts. This gain or loss, if any, is included in net realized gain (loss) on foreign currency transactions. Risks may arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts. Forward currency contracts involve risks from currency exchange rate and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Portfolio’s maximum risk of loss from counterparty credit risk is the net value of the cash flows to be received from the counterparty at the end of the contract’s life. This risk may be mitigated by having a master netting arrangement between the Portfolio and the counterparty which may permit the Portfolio to offset amounts payable by the Portfolio to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Portfolio to cover the Portfolio’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable.

Short Sales:    Certain Portfolios of the Series Fund may sell a security it does not own in anticipation of a decline in the market value of that security (short sale). When a Portfolio makes a short sale, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the transaction. The Portfolio may have to pay a fee to borrow the particular security and may be obligated to remit any interest or dividends received on such borrowed securities. Dividends declared on short positions open are recorded on the ex-date and interest payable is accrued daily on fixed income securities sold short, both of which are recorded as an expense. A gain, limited to the price at which the Portfolio sold the security short, or a loss, unlimited in magnitude, will be recognized upon the termination of a short sale if the market price at termination is less than or greater than, respectively, the proceeds originally received.

Loan Participations:    The High Yield Bond and Money Market Portfolios may invest in loan participations. When the Portfolio purchases a loan participation, the Portfolio typically enters into a contractual relationship with the lender or third party selling such participations (“Selling Participant”), but not the borrower. As a result, the Portfolio assumes the credit risk of the borrower and any other persons interpositioned between the

B3

Portfolio and the borrower. The Portfolio may not directly benefit from the collateral supporting the senior loan in which it has purchased the loan participation.

Financial Futures Contracts:    A financial futures contract is an agreement to purchase (long) or sell (short) an agreed amount of securities at a set price for delivery on a future date. Upon entering into a financial futures contract, the Portfolio is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount. This amount is known as the “initial margin.” Subsequent payments, known as “variation margin,” are made or received by the Portfolio each day, depending on the daily fluctuations in the value of the underlying security. Such variation margin is recorded for financial statement purposes on a daily basis as unrealized gain (loss). When the contract expires or is closed, the gain (loss) is realized and is presented in the Statement of Operations as net realized gain (loss) on financial futures contracts.

Certain Portfolios of the Series Fund entered into financial futures contracts in order to hedge their existing portfolio securities, or securities the Portfolio intends to purchase, against fluctuations in value caused by changes in prevailing interest rates and to manage yield curve duration. Certain Portfolios entered into equity index futures contracts to gain market exposure. The Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets. Financial futures contracts involve elements of risk in excess of the amounts reflected on the Statement of Assets and Liabilities.

Options:    Certain Portfolios of the Series Fund purchased or wrote options in order to hedge against adverse market movements or fluctuations in value caused by changes in prevailing interest rates and foreign currency exchange rates, with respect to securities which the Portfolio currently owns or intends to purchase. Certain Portfolios also used purchased options to gain exposure to certain securities and foreign currencies. The Portfolios’ principal reason for writing options is to realize, through receipt of premiums, a greater current return than would be realized on the underlying security alone. When the Portfolio purchases an option, it pays a premium and an amount equal to that premium is recorded as an asset. When the Portfolio writes an option, it receives a premium and an amount equal to that premium is recorded as a liability. The asset or liability is adjusted daily to reflect the current market value of the option. If an option expires unexercised, the Portfolio realizes a gain or loss to the extent of the premium received or paid. If an option is exercised, the premium received or paid is recorded as an adjustment to the proceeds from the sale or the cost of the purchase in determining whether the Portfolio has realized a gain or loss. The difference between the premium and the amount received or paid on at a closing purchase or sale transaction is also treated as a realized gain or loss. Gain or loss on purchased options is included in net realized gain or loss on investment transactions. Gain or loss on written options is presented separately as net realized gain or loss on options written. The Portfolio, as writer of an option, may have no control over whether the underlying securities may be sold (called) or purchased (put). As a result, the Portfolio bears the market risk of an unfavorable change in the price of the security underlying the written option. The Portfolio, as purchaser of an over-the-counter option, bears the risk of the potential inability of the counterparties to meet the terms of their contracts.

With exchange-traded futures and options contracts, there is minimal counterparty credit risk to the Portfolio since the exchanges’ clearinghouse acts as counterparty to all exchange traded futures and options, and guarantees the futures and options contracts against default.

Swap Agreements:    Certain Portfolios of the Series Fund may enter into credit default, interest rate, total return and other forms of swap agreements. A swap agreement is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The swap agreements are valued daily at current market value and any change in value is included in the net unrealized appreciation or depreciation on investments. Payments received or paid by the Portfolio are recorded as realized gains or losses upon termination or maturity of the swap. Risk of loss may exceed amounts recognized on the Statements of Assets and Liabilities. Swap agreements outstanding at period end, if any, are listed on the Schedule of Investments.

Interest Rate Swaps:    Interest rate swaps represent agreements between counterparties to exchange cash flows based on the difference between two interest rates, applied to a notional principal amount for a specified period. The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Certain Portfolios used interest rate swaps to generate steady cash flow by receiving a stream of fixed rate payments and to increase exposure to prevailing market rates by receiving floating rate payments.

B4

The Portfolio’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life. This risk may be mitigated by having a master netting arrangement between the Portfolio and the counterparty which may permit the Portfolio to offset amounts payable by the Portfolio to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Portfolio to cover the Portfolio’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable.

Credit Default Swaps:    Credit default swaps involve one party (the protection buyer) making a stream of payments to another party (the protection seller) in exchange for the right to receive a specified payment in the event of a default or as a result of a default (“credit event”) for the referenced party, typically corporate issues or sovereign issues of an emerging country, on its obligation; or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index.

The Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. Certain Portfolios purchased credit default swaps to provide a measure of protection against defaults of the issuers. Certain Portfolios in the Series Fund used credit default swaps on credit indices to hedge a portfolio of credit default swaps or bonds, which is less expensive than it would be to buy many credit default swaps to achieve a similar effect. Certain Portfolios took an active short position with respect to the likelihood of particular issuer’s default by selling credit default swaps. The Portfolios’ maximum risk of loss from counterparty credit risk for purchased credit default swaps is the notional value of a credit default swap agreement. A master netting arrangement between the Portfolio and the counterparty that permits the Portfolio to offset amounts payable by the Portfolio to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Portfolio to cover the Portfolio’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable.

As a seller of protection on credit default swap agreements, a Portfolio will generally receive from the buyer of protection an agreed upon payment throughout the term of the swap provided that there is no credit event. As the seller, a Portfolio would effectively increase investment risk to its portfolio because, in addition to its total net assets, a Portfolio may be subject to investment exposure on the notional amount of the swap.

The maximum amount of the payment that a Portfolio as a seller of protection could be required to make under a credit default swap agreement would be equal the notional amount of the underlying security or index contract as a result of a credit event. These potential amounts will be partially offset by any recovery values of the respective referenced obligations, or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Portfolio for the same referenced entity or index. As a buyer of protection, the Portfolio generally receives an amount up to the notional value of the swap if a credit event occurs.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end are disclosed in the footnotes to the Schedules of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. For credit default swap agreements on asset- backed securities and credit indices, the quoted market prices and resulting values serve as the indicator of the current status of the payment and/or performance risk. Wider credit spreads and increasing market value in absolute terms, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

In addition to each instrument’s primary underlying risk exposure (e.g. interest rate, credit, equity or foreign exchange, etc.), swap agreements involve, to varying degrees, elements of credit, market and documentation risk. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates. In connection with these agreements, securities in the portfolio may be identified as collateral or received as collateral from the counterparty in accordance with the terms of the respective swap agreements to provide or receive assets of value and serve as recourse in the event of default or bankruptcy/insolvency of either party. Such over-the-counter derivative agreements include conditions which when materialized, give the counterparty the right to cause an early termination of the transactions under those agreements. Any election by the counterparty for early termination of the contract(s) may impact the amounts reported on financial statements.

B5

As of December 31, 2009, none of the Portfolios have met conditions under such agreements, which give the counterparty the right to call for an early termination.

Forward currency contracts, written options, short sales, swaps and financial futures contracts involve elements of both market and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities.

Warrants and Rights:    Certain Portfolios of the Series Fund hold warrants and rights acquired either through a direct purchase, included as part of a private placement, or pursuant to corporate actions. Warrants and rights entitle the holder to buy a proportionate amount of common stock at a specific price and time through the expiration dates. Such warrants and rights are held as long positions by the Portfolio until exercised, sold or expired. Warrants and rights are valued at fair value in accordance with the Board of Trustees’ approved fair valuation procedures.

Securities Lending:    Each Portfolio of the Series Fund may lend its portfolio securities to broker-dealers. The loans are secured by collateral at least equal at all times to the market value of the securities loaned. Loans are subject to termination at the option of the borrower or the Portfolio. Upon termination of the loan, the borrower will return to the Portfolio securities identical to the loaned securities. Should the borrower of the securities fail financially, the Portfolio has the right to repurchase the securities using the collateral in the open market. The Portfolio recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The Portfolio also continues to receive interest and dividends or amounts equivalent thereto on the securities loaned and recognizes any unrealized gain or loss in the market price of the securities loaned that may occur during the term of the loan.

Dollar Rolls:    Certain Portfolios of the Series Fund enter into mortgage dollar rolls in which the Portfolio sells mortgage securities for delivery in the current month, realizing a gain (loss), and simultaneously contracts to repurchase somewhat similar (same type, coupon and maturity) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the interest earned on the cash proceeds of the initial sale and by the lower repurchase price at the future date. The difference between the sales proceeds and the lower repurchase price is recorded as a realized gain. The Portfolio maintains a segregated account, the dollar value of which is at least equal to its obligations, with respect to dollar rolls.

When-Issued/Delayed Delivery Securities:    Securities purchased or sold on a when-issued or delayed delivery basis may be settled a month or more after trade date; interest income is not accrued until settlement date. At the time a Portfolio enters into such transactions, it instructs the custodian to segregate assets with a current value at least equal to the amount of its when-issued or delayed-delivery purchase commitments.

Securities Transactions and Net Investment Income:    Securities transactions are recorded on the trade date. Realized gains (losses) on sales of securities are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date; interest income, which is comprised of four elements: stated coupon, original issue discount, market discount and market premium, is recorded on the accrual basis. Expenses are recorded on the accrual basis. The Series Fund’s expenses are allocated to the respective Portfolios on the basis of relative net assets except for Portfolio specific expenses which are attributable directly to a Portfolio or class level.

For Portfolios with multiple classes of shares, net investment income (loss) (other than administration and distribution fees, which are charged to the respective class) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Taxes:    For federal income tax purposes, each Portfolio in the Series Fund is treated as a separate taxpaying entity. The Portfolios are treated as partnerships for tax purposes. No provision has been made in the financial statements for U.S. federal, state, or local taxes, as any tax liability arising from operations of the Portfolios is the responsibility of their partners. The Portfolios are not generally subject to entity-level taxation. Partners of each Portfolio are subject to taxes on their distributive share of partnership items.

Withholding taxes on foreign dividends, interest and capital gains have been provided for in accordance with the Series Fund’s understanding of the applicable country’s tax rules and regulations.

B6

Distributions:    Distributions from each Portfolio are made in cash and automatically reinvested in additional shares of the same Portfolio. The Money Market Portfolio declares and reinvests distributions daily. The Diversified Bond, Government Income and High Yield Bond Portfolios make distributions, if any, quarterly. All other Portfolios’ distributions are generally made on an annual basis. Distributions are recorded on the ex-date.

Estimates:    The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

Note 3: Agreements

The Series Fund has a management agreement with PI. Pursuant to this agreement PI has responsibility for all investment advisory services and supervises the subadvisors performance of such services. PI has entered into subadvisory agreements with Prudential Investment Management, Inc. (“PIM”), Jennison Associates LLC (“Jennison”), LSV Asset Management (“LSV”), Marsico Capital Management, LLC (“Marsico”), Quantitative Management Associates LLC (“QMA”), T. Rowe Price Associates, Inc. (“T. Rowe”) and William Blair & Company, L.L.C. (“William Blair”) (collectively, the “Subadvisors”), under which each provides investment advisory services for certain Portfolios of the Series Fund. PI pays for the services of the Subadvisors, compensation of officers of the Series Fund, occupancy and certain clerical and administrative expenses of the Series Fund. The Portfolios bear all other costs and expenses.

The management fee paid to PI is computed daily and payable monthly, at the annual rates specified below, of the value of each of the Portfolio’s average daily net assets.

Portfolio	Management Fee	Effective Management Fee
Conservative Balanced Portfolio	0.55%	0.55	%
Diversified Bond Portfolio	0.40	0.40
Equity Portfolio	0.45	0.45
Flexible Managed Portfolio	0.60	0.60
Global Portfolio	0.75	0.75
Government Income Portfolio	0.40	0.40
High Yield Bond Portfolio	0.55	0.55
Jennison Portfolio	0.60	0.60
Money Market Portfolio	0.40	0.37	†
Natural Resources Portfolio	0.45	0.45
Small Capitalization Stock Portfolio	0.40	0.40
Stock Index Portfolio	0.35% up to $4 billion
	0.30% over $4 billion	0.35
Value Portfolio	0.40	0.40

At December 31, 2009, the Subadvisors that provide investment advisory services to the Portfolios are as follows.

Where more than one Subadvisor is listed, each Subadvisor provides services to a segment of the Portfolio:

Portfolio	Subadvisor(s)
Conservative Balanced Portfolio	PIM, QMA
Diversified Bond Portfolio	PIM
Equity Portfolio	Jennison
Flexible Managed Portfolio	PIM, QMA
Global Portfolio	LSV, Marsico, QMA, T. Rowe & William Blair
Government Income Portfolio	PIM
High Yield Bond Portfolio	PIM
Jennison Portfolio	Jennison
Money Market Portfolio	PIM
Natural Resources Portfolio	Jennison
Small Capitalization Stock Portfolio	QMA
Stock Index Portfolio	QMA
Value Portfolio	Jennison

B7

The Series Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class I and Class II shares of the Series Fund. The Series Fund compensates PIMS for distributing and servicing the Series Fund’s Class II shares pursuant to a plan of distribution (the “Class II Plan”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class I shares of the Series Fund. Pursuant to the Class II Plan, the Class II shares of each Portfolio compensate PIMS for distribution-related activities at an annual rate of 0.25% of the average daily net assets of the Class II shares.

The Series Fund has an administration agreement with PI, which acts as the administrator of the Class II shares of the Series Fund. The administration fee paid to PI is accrued daily and payable monthly, at the annual rate of 0.15% of the average daily net assets of the Class II shares.

PI has voluntarily agreed to reimburse each of the following Portfolios the portion of the management fee for that Portfolio equal to the amount that the aggregate annual ordinary operating expenses (excluding interest, taxes, and brokerage commissions) exceed the percentage stated below.

Portfolio	Class I Expense Limit		Class II Expense Limit
Government Income Portfolio	0.75	*%	N/A
Stock Index Portfolio	0.75	**	N/A

*  Effective July 1, 2009, the expense limitation has been removed.

**  Effective July 1, 2009, the expense limitation has been renewed.

N/A—Not applicable—There are no Class II shares outstanding for this Portfolio.

†  PI has voluntarily agreed to limit the management fees of the Money Market Portfolio such that the 1-day yield (excluding capital gain or loss) does not fall below 0.50%. Effective March 16, 2009, May 6, 2009 and September 25, 2009, that threshold was reduced to 0.25%, 0.10% and 0.05%, respectively. The waiver/reimbursement is voluntary and may be modified or terminated by PI at any time without notice. During the year ended December 31, 2009, PI has reimbursed the Money Market Portfolio as a result of this voluntary agreement in the amount of $476,147 or 0.03% of the Money Market Portfolio average daily net assets.

PIMS, PI, PIM, QMA and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

Note 4: Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PI and an indirect, wholly-owned subsidiary of Prudential, serves as the Series Fund’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable. PIM also serves as the Series Fund’s security lending agent. For the year ended December 31, 2009, PIM was compensated as follows for these services by the Series Fund Portfolios:

Portfolio	PIM
Conservative Balanced Portfolio	$	517,880
Diversified Bond Portfolio		81,331
Equity Portfolio		498,901
Flexible Managed Portfolio		389,114
Global Portfolio		95,348
Government Income Portfolio		49,525
High Yield Bond Portfolio		227,618
Jennison Portfolio		210,485
Natural Resources Portfolio		280,304
Small Capitalization Stock Portfolio		344,378
Stock Index Portfolio		730,418
Value Portfolio		205,171

B8

For the year ended December 31, 2009, Wells Fargo Advisors, LLC (“Wells Fargo”), an affiliate of PI, earned brokerage commissions from transactions executed on behalf of the Series Fund Portfolios as follows:

Portfolio	Wells Fargo
Equity Portfolio	$	25,193
Natural Resources Portfolio		5,898
Value Portfolio		16,432

Certain Portfolios invest in the Short-Term Bond Series, pursuant to an exemptive order received from the Securities and Exchange Commission and in the Taxable Money Market Series, each a portfolio of the Dryden Core Investment Fund registered under the Investment Company Act of 1940, as amended, and managed by PI.

Note 5: Portfolio Securities

The aggregate cost of purchases and the proceeds from the sales of securities (excluding government securities and short-term issues) for the year ended December 31, 2009 were as follows:

Portfolio	Cost of Purchases		Proceeds from Sales
Conservative Balanced Portfolio	$	3,472,864,979	$	3,622,098,710
Diversified Bond Portfolio		3,416,474,438		3,397,509,296
Equity Portfolio		2,585,967,605		2,784,347,808
Flexible Managed Portfolio		5,094,802,384		5,231,291,236
Global Portfolio		255,890,614		296,331,457
Government Income Portfolio		2,562,157,425		2,619,410,508
High Yield Bond Portfolio		1,438,109,309		1,222,819,497
Jennison Portfolio		944,671,828		1,241,454,790
Natural Resources Portfolio		250,186,134		349,640,155
Small Capitalization Stock Portfolio		60,604,018		91,647,648
Stock Index Portfolio		86,802,275		185,978,605
Value Portfolio		500,118,833		599,194,542

The Conservative Balanced, Diversified Bond, Flexible Managed and Government Income Portfolios’ written options activity for the year ended December 31, 2009 were as follows:

Conservative Balanced Portfolio
	Contracts		Premiums
Balance as of December 31, 2008	—		$	—
Options written	134			94,675
Options terminated in closing purchase transactions	(134	)		(94,675	)
Options expired	—			—
Balance as of December 31, 2009	—		$	—
Diversified Bond Portfolio
	Contracts		Premiums
Balance as of December 31, 2008	—		$	—
Options written	243			209,267
Options terminated in closing purchase transactions	(243	)		(209,267	)
Options expired	—			—
Balance as of December 31, 2009	—		$	—
Flexible Managed Portfolio
	Contracts		Premiums
Balance as of December 31, 2008	—		$	—
Options written	149			105,195
Options terminated in closing purchase transactions	(149	)		(105,195	)
Options expired	—			—
Balance as of December 31, 2009	—		$	—

B9

Government Income Portfolio
	Contracts/ Notional Amount		Premiums
Balance as of December 31, 2008	—		$	—
Options written	17,400,080			791,853
Options terminated in closing purchase transactions	(17,400,080	)		(791,853	)
Options expired	—			—
Balance as of December 31, 2009	—		$	—

Note 6: Tax Information

After January 2, 2006, all Portfolios are treated as partnerships for tax purposes. The character of the cash distributions made by the partnerships is generally classified as return of capital nontaxable distributions. After each fiscal year each partner will receive information regarding their distributive allocable share of the partnership’s income, gains, losses and deductions.

Prior to January 2, 2006, each Portfolio, which was incorporated as of that date, qualified as a regulated investment company under the Internal Revenue Code and distributed all of its taxable income, including any net realized gains on investments, to shareholders.

With respect to the Portfolios, book cost of assets differs from tax cost of assets as a result of each Portfolio’s adoption of a mark to market method of accounting for tax purposes. Under this method, tax cost of assets will approximate its fair market value.

Management has analyzed the Portfolios’ tax positions taken on federal income tax returns for all open tax years and has concluded that as of December 31, 2009, no provision for income tax would be required in the Portfolios’ financial statements. The Portfolios’ federal and state income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Note 7: Capital

The Series Fund offers Class I and Class II shares. Neither Class I nor Class II shares of a Portfolio are subject to any sales charge or redemption charge and are sold at the net asset value of the Portfolio. Class I shares are sold only to certain separate accounts of Prudential to fund benefits under certain variable life insurance and variable annuity contracts (“contracts”). Class II shares are sold only to separate accounts of non-Prudential insurance companies as investment options under certain contracts. The separate accounts invest in shares of the Series Fund through subaccounts that correspond to the Portfolios. The separate accounts will redeem shares of the Series Fund to the extent necessary to provide benefits under the contracts or for such other purposes as may be consistent with the contracts. As of December 31, 2009, the Equity, Jennison, Natural Resources and Value Portfolios have Class II shares outstanding.

Transactions in shares of beneficial interest of the Equity, Jennison, Natural Resources and Value Portfolios were as follows:

Equity Portfolio:
Class I	Shares		Amount
Year ended December 31, 2009:
Series shares sold	1,441,609		$	26,628,310
Series shares issued in reinvestment of distributions	2,358,409			43,394,722
Series shares repurchased	(14,177,442	)		(252,716,612	)
Net increase (decrease) in shares outstanding	(10,377,424	)	$	(182,693,580	)
Year ended December 31, 2008:
Series shares sold	1,436,949		$	31,146,917
Series shares issued in reinvestment of distributions	17,082,227			436,963,357
Series shares repurchased	(13,934,724	)		(328,218,745	)
Net increase (decrease) in shares outstanding	4,584,452		$	139,891,529

B10

Class II	Shares		Amount
Year ended December 31, 2009:
Series shares sold	4,210		$	85,008
Series shares issued in reinvestment of distributions	164			3,037
Series shares repurchased	(8,224	)		(147,394	)
Net increase (decrease) in shares outstanding	(3,850	)	$	(59,349	)
Year ended December 31, 2008:
Series shares sold	3,868		$	88,780
Series shares issued in reinvestment of distributions	2,468			63,526
Series shares repurchased	(26,501	)		(699,940	)
Net increase (decrease) in shares outstanding	(20,165	)	$	(547,634	)
Jennison Portfolio:
Class I	Shares		Amount
Year ended December 31, 2009:
Series shares sold	3,308,645		$	53,907,199
Series shares issued in reinvestment of distributions	502,627			8,584,877
Series shares repurchased	(19,767,153	)		(356,448,606	)
Net increase (decrease) in shares outstanding	(15,955,881	)	$	(293,956,530	)
Year ended December 31, 2008:
Series shares sold	3,086,340		$	57,779,660
Series shares issued in reinvestment of distributions	390,007			8,646,458
Series shares repurchased	(14,586,269	)		(279,799,118	)
Net increase (decrease) in shares outstanding	(11,109,922	)	$	(213,373,000	)
Class II
Year ended December 31, 2009:
Series shares sold	348,998		$	5,926,922
Series shares issued in reinvestment of distributions	2,583			43,518
Series shares repurchased	(209,990	)		(3,478,334	)
Net increase (decrease) in shares outstanding	141,591		$	2,492,106
Year ended December 31, 2008:
Series shares sold	130,219			2,480,267
Series shares issued in reinvestment of distributions	528			11,569
Series shares repurchased	(233,004	)		(4,441,874	)
Net increase (decrease) in shares outstanding	(102,257	)	$	(1,950,038	)
Natural Resources Portfolio:
Class I	Shares		Amount
Year ended December 31, 2009:
Series shares sold	1,178,414		$	30,529,932
Series shares issued in reinvestment of distributions	3,577,747			111,232,160
Series shares repurchased	(4,281,505	)		(126,417,832	)
Net increase (decrease) in shares outstanding	474,656		$	15,344,260
Year ended December 31, 2008:
Series shares sold	1,084,549		$	57,023,489
Series shares issued in reinvestment of distributions	3,318,624			195,367,433
Series shares repurchased	(5,486,770	)		(239,959,723	)
Net increase (decrease) in shares outstanding	(1,083,597	)	$	12,431,199

B11

Class II	Shares		Amount
Year ended December 31, 2009:
Series shares sold	1,274,171		$	39,514,178
Series shares issued in reinvestment of distributions	261,886			8,100,142
Series shares repurchased	(820,865	)		(24,033,382	)
Net increase (decrease) in shares outstanding	715,192		$	23,580,938
Year ended December 31, 2008:
Series shares sold	1,405,872		$	64,916,745
Series shares issued in reinvestment of distributions	137,692			8,068,760
Series shares repurchased	(605,217	)		(28,359,416	)
Net increase (decrease) in shares outstanding	938,347		$	44,626,089
Value Portfolio:
Class I	Shares		Amount
Year ended December 31, 2009:
Series shares sold	832,942		$	10,204,405
Series shares issued in reinvestment of distributions	1,669,860			20,940,047
Series shares repurchased	(10,122,888	)		(122,171,348	)
Net increase (decrease) in shares outstanding	(7,620,086	)	$	(91,026,896	)
Year ended December 31, 2008:
Series shares sold	1,009,709		$	16,588,714
Series shares issued in reinvestment of distributions	17,981,434			331,218,021
Series shares repurchased	(10,948,900	)		(192,163,813	)
Net increase (decrease) in shares outstanding	8,042,243		$	155,642,922
Class II
Year ended December 31, 2009:
Series shares sold	114,420		$	1,551,995
Series shares issued in reinvestment of distributions	2,764			34,913
Series shares repurchased	(27,091	)		(339,990	)
Net increase (decrease) in shares outstanding	90,093		$	1,246,918
Year ended December 31, 2008:
Series shares sold	36,019		$	448,894
Series shares issued in reinvestment of distributions	26,744			495,826
Series shares repurchased	(22,264	)		(387,303	)
Net increase (decrease) in shares outstanding	40,499		$	557,417

Note 8: Borrowings and Overdrafts

The Portfolios (excluding the Money Market Portfolio), along with other affiliated registered investment companies (the “Funds”), are a party to a Syndicated Credit Agreement (“SCA”) with two banks. The SCA provides for a commitment of $500 million. Interest on any borrowings under the SCA is incurred at contracted market rates and a commitment fee for the unused amount is accrued daily and paid quarterly. Effective October 22, 2009, the Funds renewed the SCA with the banks. The commitment under the renewed SCA continues to be $500 million. The Funds pay a commitment fee of .15 of 1% of the unused portion of the renewed SCA. For the period from October 24, 2008 through October 21, 2009, the Portfolios paid a commitment fee of .13 of 1% of the unused portion of the agreement. The expiration date of the renewed SCA will be October 20, 2010. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions.

B12

The following Portfolios utilized the line of credit during the year ended December 31, 2009. The average balance outstanding is for the number of days the Portfolio had utilized the credit facility.

Portfolio	Approximate Average Balance Outstanding		Number of Days Outstanding	Weighted Average Interest Rates		Amount Outstanding at December 31, 2009
Diversified Bond Portfolio	$	648,000	1	1.19	%	$	—
Jennison Portfolio		637,111	9	1.24			—
Natural Resources Portfolio		2,683,913	46	1.30			—
Small Capitalization Stock Portfolio		492,980	51	1.25			—
Value Portfolio		645,000	1	1.39			—

The average balance and weighted average interest rate on temporary overdrawn balances during the year ended December 31, 2009 were as follows:

Portfolio	Approximate Average Balance Outstanding		Weighted Average Interest Rates
Government Income Portfolio . . .	$	3,964,644	2.25	%

Note 9: Ownership and Affiliates

As of December 31, 2009, all of Class I shares of each Portfolio were owned of record by the Prudential Insurance Company of America (“PICA”) on behalf of the owners of the variable insurance products issued by PICA.

Note 10: Reorganization

On March 4, 2009, The Board of Trustees of the Fund approved an Agreement and Plan of Reorganization (the “Plan”) which provided for the transfer of all the assets of the following portfolio for shares of the acquiring portfolio and the assumption of the liabilities of the portfolio. Shareholders approved the Plan at a meeting on October 29, 2009 and the reorganization took place on November 13, 2009.

The purpose of the transaction was to combine two Portfolios with the same Investment Manager and with substantially similar investment objectives, policies and restrictions. The Acquiring Portfolio had a lower contractual investment management fee and annualized operating expense ratio as well as stronger historical investment performance.

The acquisition was accomplished by a tax-free exchange of the following shares on November 13, 2009:

Merged Portfolio	Shares	Acquiring Portfolio	Shares	Value
SP PIMCO High Yield Portfolio	18,076,344	High Yield Bond Portfolio	33,152,623	$	157,806,487

For financial reporting purposes, assets received and shares issued by High Yield Bond Portfolio were recorded at fair value; however, the cost basis of the investments received from SP PIMCO High Yield Portfolio was carried forward to reflect the tax-free status of the acquisition.

The net assets and net unrealized depreciation immediately before the acquisition were as follows:

Merged Portfolio	Net Assets		Unrealized Depreciation			Acquiring Portfolio	Net Assets
SP PIMCO High Yield Portfolio	$	157,806,487	$	(678,204	)	High Yield Bond Portfolio	$	1,723,184,886

Assuming the acquisition had been completed on January 1, 2009, High Yield Bond Portfolio’s results of operations for the year ended December 31, 2009 were as follows:

Net investment income	$	160,453,467	(a)
Net realized and unrealized gain on investments		472,349,166	(b)
	$	632,802,633

(a) $149,665,312, as reported in the Statement of Operations, plus $10,726,063 Net Investment Income from SP PIMCO High Yield Portfolio pre-merger, plus $62,092 of pro-forma eliminated expenses.

(b) $435,357,508, as reported in the Statement of Operations, plus $36,991,658 Net Realized and Unrealized Gain on Investments from SP PIMCO High Yield Portfolio pre-merger.

B13

Because both High Yield Bond Portfolio and SP PIMCO High Yield Portfolio sold and redeemed shares throughout the period, it is not practicable to provide pro-forma information on a per-share basis.

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is also not practicable to separate the amounts of revenue and earnings of SP PIMCO High Yield Portfolio that have been included in High Yield Bond Portfolio’s Statement of Operations since November 13, 2009.

Note 11: New Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements and input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for interim and annual reporting periods beginning after December 15, 2010. At this time, management is evaluating the implications of ASU No. 2010-06 and its impact on the financial statements has not been determined.

Note 12: Subsequent Events

Management has evaluated the impact of all subsequent events on the Portfolios through February 16, 2010, the date the financial statements were issued, and has determined that the following subsequent events require recognition or disclosure in the financial statements:

Based on the approval of the Board of Trustees on December 7, 2009, the following portfolios will be merged during April or May of 2010.

Merging Portfolios of The Prudential Series Fund	Acquiring Portfolios of The Prudential Series Fund
SP Davis Value Portfolio	Value Portfolio
SP Strategic Partners Focused Growth Portfolio	Jennison Portfolio

The mergers are subject to the approval of shareholders.

B14

Financial Highlights

	Conservative Balanced Portfolio
	Year Ended December 31,
	2009			2008			2007(a)			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	12.69		$	16.69		$	16.21		$	15.09		$	15.10
Income (Loss) From Investment Operations:
Net investment income		0.39			0.50			0.50			0.48			0.38
Net realized and unrealized gain (loss) on investments		2.08			(3.98	)		0.49			1.06			0.11
Total from investment operations		2.47			(3.48	)		0.99			1.54			0.49
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.35	)
Distributions from net realized gains		—			—			—			—			(0.15	)
Distributions		(0.51	)		(0.52	)		(0.51	)		(0.42	)		—
Total dividends and distributions		(0.51	)		(0.52	)		(0.51	)		(0.42	)		(0.50	)
Net Asset Value, end of year	$	14.65		$	12.69		$	16.69		$	16.21		$	15.09
Total Return(b):		20.01	%		(21.41	)%		6.12	%		10.44	%		3.43	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	2,138.7		$	1,957.5		$	2,721.9		$	2,770.6		$	2,749.8
Ratios to average net assets(c):
Expenses		0.59	%		0.59	%		0.59	%		0.57	%		0.58	%
Net investment income		2.68	%		3.12	%		2.95	%		2.97	%		2.45	%
Portfolio turnover rate		250	%		336	%		178	%		114	%		110	%

(a) Calculated based upon average shares outstanding during the year.

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c) Does not include expenses of the underlying portfolios in which the Portfolio invests.

	Diversified Bond Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	9.89		$	10.90		$	10.85		$	10.96		$	11.28
Income (Loss) From Investment Operations:
Net investment income		0.50			0.54			0.58			0.57			0.55
Net realized and unrealized gain (loss) on investments		1.46			(0.90	)		0.02			(0.05	)		(0.20	)
Total from investment operations		1.96			(0.36	)		0.60			0.52			0.35
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.59	)
Distributions from net realized gains		—			—			—			—			(0.08	)
Distributions		(0.69	)		(0.65	)		(0.55	)		(0.63	)		—
Total dividends and distributions		(0.69	)		(0.65	)		(0.55	)		(0.63	)		(0.67	)
Net Asset Value, end of year	$	11.16		$	9.89		$	10.90		$	10.85		$	10.96
Total Return(a):		20.51	%		(3.46	)%		5.71	%		4.98	%		3.28	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	1,363.5		$	1,134.8		$	1,218.3		$	1,150.4		$	1,230.6
Ratios to average net assets(b):
Expenses		0.44	%		0.44	%		0.44	%		0.45	%		0.45	%
Net investment income		4.79	%		5.07	%		5.39	%		5.18	%		4.81	%
Portfolio turnover rate		401	%		723	%		476	%		393	%		278	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolios in which the Portfolio invests.

SEE NOTES TO FINANCIAL STATEMENTS.

C1

Financial Highlights

	Equity Portfolio
	Class I
	Year Ended December 31,
	2009			2008(c)			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	16.40		$	29.67		$	27.45		$	24.64		$	22.31
Income (Loss) From Investment Operations:
Net investment income		.16			.29			.35			.30			.24
Net realized and unrealized gain (loss) on investments		6.04			(10.52	)		2.21			2.80			2.32
Total from investment operations		6.20			(10.23	)		2.56			3.10			2.56
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(.23	)
Distributions		(.30	)		(3.04	)		(.34	)		(.29	)		—
Total dividends and distributions		(.30	)		(3.04	)		(.34	)		(.29	)		(.23	)
Net Asset Value, end of year	$	22.30		$	16.40		$	29.67		$	27.45		$	24.64
Total Return(a)		38.17	%		(38.16	)%		9.32	%		12.57	%		11.47	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	3,195.1		$	2,521.0		$	4,423.9		$	4,402.7		$	4,283.9
Ratios to average net assets(b):
Expenses		.48	%		.48	%		.47	%		.47	%		.47	%
Net investment income		.90	%		1.21	%		1.16	%		1.10	%		1.01	%
Portfolio turnover rate		98	%		67	%		57	%		60	%		77	%
	Equity Portfolio
	Class II
	Year Ended December 31,
	2009			2008(c)			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	16.47		$	29.81		$	27.52		$	24.69		$	22.34
Income (Loss) From Investment Operations:
Net investment income		.09			.19			.28			.19			.12
Net realized and unrealized gain (loss) on investments		6.07			(10.61	)		2.20			2.80			2.35
Total from investment operations		6.16			(10.42	)		2.48			2.99			2.47
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(.12	)
Distributions		(.17	)		(2.92	)		(.19	)		(.16	)		—
Total dividends and distributions		(.17	)		(2.92	)		(.19	)		(.16	)		(.12	)
Net Asset Value, end of year	$	22.46		$	16.47		$	29.81		$	27.52		$	24.69
Total Return(a)		37.58	%		(38.47	)%		8.91	%		12.13	%		11.04	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	0.4		$	0.4		$	1.3		$	1.9		$	2.1
Ratios to average net assets(b):
Expenses		.88	%		.88	%		.87	%		.87	%		.87	%
Net investment income		.52	%		.78	%		.74	%		.71	%		.64	%
Portfolio turnover rate		98	%		67	%		57	%		60	%		77	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolio in which the Portfolio invests.

(c) Calculation based on average shares outstanding during the year.

SEE NOTES TO FINANCIAL STATEMENTS.

C2

Financial Highlights

	Flexible Managed Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005(a)
Per Share Operating Performance:
Net Asset Value, beginning of year	$	12.34		$	18.30		$	18.36		$	16.92		$	16.58
Income (Loss) From Investment Operations:
Net investment income		0.34			0.45			0.50			0.44			0.32
Net realized and unrealized gain (loss) on investments		2.05			(4.62	)		0.65			1.59			0.34
Total from investment operations		2.39			(4.17	)		1.15			2.03			0.66
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.32	)
Distributions		(0.45	)		(1.79	)		(1.21	)		(0.59	)		—
Total dividends and distributions		(0.45	)		(1.79	)		(1.21	)		(0.59	)		(0.32	)
Net Asset Value, end of year	$	14.28		$	12.34		$	18.30		$	18.36		$	16.92
Total Return(b):		19.95	%		(24.82	)%		6.30	%		12.17	%		4.16	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	2,906.0		$	2,621.6		$	3,716.3		$	3,723.6		$	3,543.9
Ratios to average net assets(c):
Expenses		0.63	%		0.64	%		0.63	%		0.62	%		0.63	%
Net investment income		2.50	%		2.85	%		2.53	%		2.48	%		1.95	%
Portfolio turnover rate		248	%		321	%		212	%		153	%		126	%

(a) Calculated based upon average shares outstanding during the year.

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c) Does not include expenses of the underlying portfolios in which the Portfolio invests.

	Global Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	13.07		$	24.62		$	22.53		$	18.96		$	16.43
Income (Loss) From Investment Operations:
Net investment income		0.28			0.40			0.36			0.26			0.13
Net realized and unrealized gain (loss) on investments		3.75			(10.38	)		2.00			3.44			2.50
Total from investment operations		4.03			(9.98	)		2.36			3.70			2.63
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.10	)
Distributions		(0.42	)		(1.57	)		(0.27	)		(0.13	)		—
Total dividends and distributions		(0.42	)		(1.57	)		(0.27	)		(0.13	)		(0.10	)
Net Asset Value, end of year	$	16.68		$	13.07		$	24.62		$	22.53		$	18.96
Total Return(a):		31.39	%		(42.92	)%		10.48	%		19.65	%		16.06	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	619.5		$	512.7		$	985.0		$	932.9		$	814.1
Ratios to average net assets(b):
Expenses		0.85	%		0.84	%		0.81	%		0.84	%		0.82	%
Net investment income		1.77	%		2.01	%		1.43	%		1.24	%		0.77	%
Portfolio turnover rate		50	%		65	%		48	%		50	%		155	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolios in which the Portfolio invests.

SEE NOTES TO FINANCIAL STATEMENTS.

C3

Financial Highlights

	Government Income Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	11.40		$	11.38		$	11.26		$	11.40		$	11.65
Income (Loss) From Investment Operations:
Net investment income		0.37			0.45			0.53			0.54			0.49
Net realized and unrealized gain (loss) on investments		0.49			0.03			0.10			(0.13	)		(0.20	)
Total from investment operations		0.86			0.48			0.63			0.41			0.29
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.54	)
Distributions		(0.40	)		(0.46	)		(0.51	)		(0.55	)		—
Total dividends and distributions		(0.40	)		(0.46	)		(0.51	)		(0.55	)		(0.54	)
Net Asset Value, end of year	$	11.86		$	11.40		$	11.38		$	11.26		$	11.40
Total Return(a):		7.71	%		4.30	%		5.70	%		3.74	%		2.51	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	375.4		$	370.5		$	340.3		$	354.3		$	378.2
Ratios to average net assets(b):
Expenses		0.47	%		0.52	%(c)		0.52	%		0.50	%		0.47	%
Net investment income		3.11	%		3.98	%(c)		4.62	%		4.75	%		4.16	%
Portfolio turnover rate		1179	%		2707	%		2377	%		734	%		507	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolios in which the Portfolio invests.

(c) Includes interest expense of 0.03%.

	High Yield Bond Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	3.61		$	5.09		$	5.33		$	5.23		$	5.42
Income (Loss) From Investment Operations:
Net investment income		0.41			0.41			0.40			0.39			0.38
Net realized and unrealized gain (loss) on investments		1.22			(1.48	)		(0.26	)		0.13			(0.20	)
Total from investment operations		1.63			(1.07	)		0.14			0.52			0.18
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.37	)
Distributions		(0.41	)		(0.41	)		(0.38	)		(0.42	)		—
Total dividends and distributions		(0.41	)		(0.41	)		(0.38	)		(0.42	)		(0.37	)
Net Asset Value, end of year	$	4.83		$	3.61		$	5.09		$	5.33		$	5.23
Total Return(a):		47.16	%		(22.28	)%		2.62	%		10.25	%		3.41	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	1,938.3		$	1,239.9		$	1,674.0		$	1,721.1		$	1,635.7
Ratios to average net assets(b):
Expenses		0.58	%		0.58	%		0.58	%		0.58	%		0.58	%
Net investment income		9.75	%		8.78	%		7.49	%		7.39	%		7.14	%
Portfolio turnover rate		84	%		61	%		58	%		49	%		56	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolios in which the Portfolio invests.

SEE NOTES TO FINANCIAL STATEMENTS.

C4

Financial Highlights

	Jennison Portfolio
	Class I
	Year Ended December 31,
	2009(a)			2008(a)			2007			2006(a)			2005(a)
Per Share Operating Performance:
Net Asset Value, beginning of year	$	14.69		$	23.53		$	21.07		$	20.76		$	18.14
Income (Loss) From Investment Operations:
Net investment income		0.08			0.10			0.10			0.06			0.02
Net realized and unrealized gain (loss) on investments		6.22			(8.84	)		2.43			0.31			2.62
Total from investment operations		6.30			(8.74	)		2.53			0.37			2.64
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.02	)
Distributions		(0.12	)		(0.10	)		(0.07	)		(0.06	)		—
Total dividends and distributions		(0.12	)		(0.10	)		(0.07	)		(0.06	)		(0.02	)
Net Asset Value, end of year	$	20.87		$	14.69		$	23.53		$	21.07		$	20.76
Total Return(b):		43.03	%		(37.28	)%		12.00	%		1.79	%		14.55	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	1,298.7		$	1,148.0		$	2,100.5		$	2,077.3		$	2,297.0
Ratios to average net assets(c):
Expenses		0.64	%		0.63	%		0.62	%		0.63	%		0.63	%
Net investment income		0.44	%		0.52	%		0.42	%		0.29	%		0.10	%
Portfolio turnover rate		76	%		74	%		69	%		67	%		57	%

	Jennison Portfolio
	Class II
	Year Ended December 31,
	2009(a)			2008(a)			2007			2006(a)			2005(a)
Per Share Operating Performance:
Net Asset Value, beginning of year	$	14.46		$	23.17		$	20.77		$	20.49		$	17.97
Income (Loss) From Investment Operations:
Net investment income (loss)		0.01			0.02			—	(d)		(0.02	)		(0.05	)
Net realized and unrealized gain (loss) on investments		6.13			(8.72	)		2.40			0.30			2.57
Total from investment operations		6.14			(8.70	)		2.40			0.28			2.52
Less Distributions:
Distributions		(0.05	)		(0.01	)		—			—			—
Net Asset Value, end of year	$	20.55		$	14.46		$	23.17		$	20.77		$	20.49
Total Return(b):		42.52	%		(37.55	)%		11.56	%		1.37	%		14.02	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	20.2		$	12.2		$	21.9		$	19.6		$	18.2
Ratios to average net assets(c):
Expenses		1.04	%		1.03	%		1.02	%		1.03	%		1.03	%
Net investment income (loss)		0.03	%		0.12	%		0.02	%		(0.12	)%		(0.27	)%
Portfolio turnover rate		76	%		74	%		69	%		67	%		57	%

(a) Calculated based upon average shares outstanding during the year.

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c) Does not include expenses of the underlying portfolios in which the Portfolio invests.

(d) Amount is less than $0.005 per share.

SEE NOTES TO FINANCIAL STATEMENTS.

C5

Financial Highlights

	Money Market Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Income From Investment Operations:
Net investment income and realized gains		0.04			0.26			0.49			0.46			0.28
Dividends and distributions		—			—			—			—			(0.28	)
Distributions		(0.04	)		(0.26	)		(0.49	)		(0.46	)		—
Net Asset Value, end of year	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Total Return(a):		0.40	%		2.65	%		5.06	%		4.74	%		2.85	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	1,223.4		$	1,489.8		$	1,289.9		$	1,060.5		$	851.9
Ratios to average net assets:
Expenses		0.39	%(b)		0.43	%		0.43	%		0.43	%		0.45	%
Net investment income		0.41	%(b)		2.59	%		4.94	%		4.68	%		2.86	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Net of management fee waiver (Note 3). If the investment manager had not waived expenses, the expense ratio and the net investment income ratio would have been .43% and .37%, respectively for the year ended December 31, 2009.

SEE NOTES TO FINANCIAL STATEMENTS.

C6

Financial Highlights

	Natural Resources Portfolio
	Class I
	Year Ended December 31,
	2009(a)			2008(a)			2007(a)			2006(a)			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	23.70		$	56.28		$	45.67		$	45.46		$	31.88
Income (Loss) From Investment Operations:
Net investment income		0.15			0.22			0.43			0.35			0.33
Net realized and unrealized gain (loss) on investments		17.34			(25.97	)		21.09			8.65			16.27
Total from investment operations		17.49			(25.75	)		21.52			9.00			16.60
Less Dividends and Distributions:
Distributions from net realized gains		—			—			—			—			(3.02	)
Distributions		(4.04	)		(6.83	)		(10.91	)		(8.79	)		—
Total dividends and distributions		(4.04	)		(6.83	)		(10.91	)		(8.79	)		(3.02	)
Net Asset Value, end of year	$	37.15		$	23.70		$	56.28		$	45.67		$	45.46
Total Return(b):		77.10	%		(53.00	)%		48.30	%		22.20	%		55.91	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	1,079.6		$	677.4		$	1,669.9		$	1,193.0		$	1,016.3
Ratios to average net assets(c):
Expenses		0.53	%		0.50	%		0.48	%		0.49	%		0.49	%
Net investment income		0.51	%		0.47	%		0.80	%		0.78	%		0.66	%
Portfolio turnover rate		27	%		40	%		39	%		58	%		59	%

	Natural Resources Portfolio
	Class II
	Year Ended December 31,												April 28, 2005(d) through December 31, 2005
	2009(a)			2008(a)			2007(a)			2006(a)
Per Share Operating Performance:
Net Asset Value, beginning of period	$	23.54		$	55.92		$	45.55		$	45.32		$	30.10
Income (Loss) From Investment Operations:
Net investment income		0.03			0.05			0.28			0.18			0.05
Net realized and unrealized gain (loss) on investments		17.21			(25.86	)		20.92			8.64			15.17
Total from investment operations		17.24			(25.81	)		21.20			8.82			15.22
Less Distributions:
Distributions		(3.90	)		(6.57	)		(10.83	)		(8.59	)		—
Net Asset Value, end of period	$	36.88		$	23.54		$	55.92		$	45.55		$	45.32
Total Return(b):		76.41	%		(53.19	)%		47.70	%		21.72	%		50.56	%(e)
Ratios/Supplemental Data:
Net assets, end of period (in millions)	$	92.6		$	42.3		$	47.9		$	16.9		$	5.1
Ratios to average net assets(c):
Expenses		0.93	%		0.90	%		0.88	%		0.89	%		0.89	%(f)
Net investment income		0.10	%		0.12	%		0.51	%		0.40	%		0.33	%(f)
Portfolio turnover rate		27	%		40	%		39	%		58	%		59	%(e)

(a) Calculated based upon average shares outstanding during the year.

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(c) Does not include expenses of the underlying portfolios in which the Portfolio invests.

(d) Commencement of offering of Class II shares.

(e) Not annualized.

(f) Annualized.

SEE NOTES TO FINANCIAL STATEMENTS.

C7

Financial Highlights

	Small Capitalization Stock Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	12.52		$	21.31		$	23.29		$	21.38		$	21.33
Income (Loss) From Investment Operations:
Net investment income		0.14			0.24			0.21			0.14			0.13
Net realized and unrealized gain (loss) on investments		2.70			(5.92	)		(0.36	)		2.95			1.30
Total from investment operations		2.84			(5.68	)		(0.15	)		3.09			1.43
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.13	)
Distributions from net realized gains		—			—			—			—			(1.25	)
Distributions		(1.53	)		(3.11	)		(1.83	)		(1.18	)		—
Total dividends and distributions		(1.53	)		(3.11	)		(1.83	)		(1.18	)		(1.38	)
Net Asset Value, end of year	$	13.83		$	12.52		$	21.31		$	23.29		$	21.38
Total Return(a):		25.18	%		(31.04	)%		(0.53	)%		14.67	%		7.26	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	492.2		$	432.5		$	699.6		$	777.1		$	738.3
Ratios to average net assets(b):
Expenses		0.49	%		0.47	%		0.46	%		0.45	%		0.46	%
Net investment income		1.03	%		1.33	%		0.86	%		0.59	%		0.62	%
Portfolio turnover rate		14	%		25	%		16	%		12	%		16	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolios in which the Portfolio invests.

	Stock Index Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	22.76		$	36.84		$	35.64		$	31.41		$	31.29
Income (Loss) From Investment Operations:
Net investment income		0.49			0.64			0.68			0.56			0.48
Net realized and unrealized gain (loss) on investments		5.32			(14.02	)		1.14			4.31			0.88
Total from investment operations		5.81			(13.38	)		1.82			4.87			1.36
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.47	)
Distributions from net realized gains		—			—			—			—			(0.77	)
Distributions		(0.68	)		(0.70	)		(0.62	)		(0.64	)		—
Total dividends and distributions		(0.68	)		(0.70	)		(0.62	)		(0.64	)		(1.24	)
Net Asset Value, end of year	$	27.89		$	22.76		$	36.84		$	35.64		$	31.41
Total Return(a):		26.07	%		(36.94	)%		5.10	%		15.54	%		4.54	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	2,098.1		$	1,815.8		$	3,122.4		$	3,306.4		$	3,212.7
Ratios to average net assets(b):
Expenses		0.37	%		0.37	%		0.37	%		0.37	%		0.38	%
Net investment income		2.06	%		2.04	%		1.73	%		1.61	%		1.52	%
Portfolio turnover rate		5	%		4	%		3	%		3	%		7	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolios in which the Portfolio invests.

SEE NOTES TO FINANCIAL STATEMENTS.

C8

Financial Highlights

	Value Portfolio
	Class I
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	10.86		$	23.44		$	26.21		$	22.95		$	19.93
Income (Loss) From Investment Operations:
Net investment income		0.14			0.30			0.39			0.36			0.29
Net realized and unrealized gain (loss) on investments		4.36			(8.36	)		0.42			4.11			3.03
Total from investment operations		4.50			(8.06	)		0.81			4.47			3.32
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.30	)
Distributions		(0.26	)		(4.52	)		(3.58	)		(1.21	)		—
Total dividends and distributions		(0.26	)		(4.52	)		(3.58	)		(1.21	)		(0.30	)
Net Asset Value, end of year	$	15.10		$	10.86		$	23.44		$	26.21		$	22.95
Total Return(a):		41.93	%		(42.29	)%		3.19	%		19.94	%		16.66	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	1,181.7		$	933.1		$	1,824.9		$	1,975.7		$	1,750.1
Ratios to average net assets(b):
Expenses		0.43	%		0.43	%		0.43	%		0.43	%		0.43	%
Net investment income		1.15	%		1.46	%		1.35	%		1.45	%		1.35	%
Portfolio turnover rate		51	%		71	%		52	%		49	%		56	%

	Value Portfolio
	Class II
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	10.91		$	23.51		$	26.26		$	22.98		$	19.94
Income (Loss) From Investment Operations:
Net investment income		0.13			0.21			0.29			0.27			0.21
Net realized and unrealized gain (loss) on investments		4.33			(8.38	)		0.42			4.11			3.01
Total from investment operations		4.46			(8.17	)		0.71			4.38			3.22
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(0.18	)
Distributions		(0.21	)		(4.43	)		(3.46	)		(1.10	)		—
Total dividends and distributions		(0.21	)		(4.43	)		(3.46	)		(1.10	)		(0.18	)
Net Asset Value, end of year	$	15.16		$	10.91		$	23.51		$	26.26		$	22.98
Total Return(a):		41.26	%		(42.56	)%		2.82	%		19.43	%		16.21	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	3.7		$	1.7		$	2.7		$	3.2		$	3.1
Ratios to average net assets(b):
Expenses		0.83	%		0.83	%		0.83	%		0.83	%		0.83	%
Net investment income		0.74	%		1.08	%		0.96	%		1.04	%		0.95	%
Portfolio turnover rate		51	%		71	%		52	%		49	%		56	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolios in which the Portfolio invests.

SEE NOTES TO FINANCIAL STATEMENTS.

C9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE BOARD OF TRUSTEES AND SHAREHOLDERS

THE PRUDENTIAL SERIES FUND:

We have audited the accompanying statements of assets and liabilities of The Prudential Series Fund (comprised of Conservative Balanced Portfolio, Diversified Bond Portfolio, Equity Portfolio, Flexible Managed Portfolio, Global Portfolio, Government Income Portfolio, High Yield Bond Portfolio, Jennison Portfolio, Money Market Portfolio, Natural Resources Portfolio, Small Capitalization Stock Portfolio, Stock Index Portfolio and Value Portfolio), hereafter referred to as the “Funds”, including the portfolios of investments, as of December 31, 2009, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Funds as of December 31, 2009, and the results of their operations, the changes in their net assets and the financial highlights for the periods described in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 16, 2010

D1

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

Information about the Trustees and the Officers of the Fund is set forth below. Trustees who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Fund are referred to as “Interested Trustees.” The Trustees are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act.

Independent Trustees (1)
Name, Address, Age No. of Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held
Saul K. Fenster, Ph.D. (76) No. of Portfolios Overseen: 83	Currently President Emeritus of New Jersey Institute of Technology (since 2002); formerly President (1978-2002) of New Jersey Institute of Technology; Commissioner (1998-2002) of the Middle States Association Commission on Higher Education; Commissioner (1985-2002) of the New Jersey Commission on Science and Technology; formerly Director (1998-2005) of Society of Manufacturing Engineering Education Foundation; formerly Director of Prosperity New Jersey; formerly a director or trustee of Liberty Science Center, Research and Development Council of New Jersey, New Jersey State Chamber of Commerce, and National Action Council for Minorities in Engineering.	Member (since 2006), Board of The Ridgefield Foundation and The Leir Foundation.
Delayne Dedrick Gold (71) No. of Portfolios Overseen: 83	Marketing Consultant (1982-present); formerly Senior Vice President and Member of the Board of Directors, Prudential Bache Securities, Inc.	None
W. Scott McDonald, Jr. (72) No. of Portfolios Overseen: 83	Formerly Management Consultant (1997-2004) and of Counsel (2004-2005) at Kaludis Consulting Group, Inc. (company serving higher education); Formerly principal (1995-1997), Scott McDonald Associates; Chief Operating Officer (1991-1995), Fairleigh Dickinson University; Executive Vice President and Chief Operating Officer (1975-1991), Drew University; interim President (1988-1990), Drew University; formerly Director of School, College and University Underwriters Ltd.	None
Thomas T. Mooney (68) No. of Portfolios Overseen: 83	Formerly Chief Executive Officer, Excell Partners, Inc.; formerly President of the Greater Rochester Metro Chamber of Commerce, Rochester City Manager; formerly Deputy Monroe County Executive.	None
Thomas M. O’Brien (59) No. of Portfolios Overseen: 83	President and COO (since November 2006) and CEO (since April 2007) of State Bancorp, Inc. and State Bank; Vice Chairman (January 1997-April 2000) of North Fork Bank; President and Chief Executive Officer (December 1984-December 1996) of North Side Savings Bank; formerly President and Chief Executive Officer (May 2000-June 2006) Atlantic Bank of New York.	Formerly Director (December 1996-May 2000) of North Fork Bancorporation, Inc.; Formerly Director (May 2000-April 2006) of Atlantic Bank of New York; Director (since November 2006) of State Bancorp, Inc. (NASDAQ: STBC) and State Bank of Long Island.
F. Don Schwartz (74) No. of Portfolios Overseen: 83	Management Consultant (since April 1985).	None

Interested Trustee (1)
Robert F. Gunia (63) No. of Portfolios Overseen: 83	Independent Consultant; formerly Chief Administrative Officer (September 1999-September 2009) and Executive Vice President (December 1996-September 2009) of Prudential Investments LLC; Executive Vice President (March 1999-September 2009) and Treasurer (May 2000-September 2009) of Prudential Mutual Fund Services LLC; President (April 1999-December 2008) and Executive Vice President and Chief Operating Officer (December 2008- December 2009) of Prudential Investment Management Services LLC; Chief Administrative Officer, Executive Vice President and Director (May 2003-September 2009) of AST Investment Services, Inc.	Director (since May 1989) of The Asia Pacific Fund, Inc.

¹ The year that each Trustee joined the Fund’s Board is as follows: Saul K. Fenster, 1983; Delayne Dedrick Gold, 2001; Robert F. Gunia, 2001; W. Scott McDonald, Jr., 1983; Thomas T. Mooney, 2001; Thomas M. O’Brien, 2003; F. Don Schwartz, 2003.

E1

Fund Officers 1
Name, Address and Age Position with the Fund	Principal Occupation(s) During the Past Five Years
Steve Pelletier (56) President and Principal Executive Officer	President of Prudential Annuities (since September 2008); Chairman and CEO, International Investments, Prudential Financial (since January 1998).
Timothy S. Cronin (44) Vice President	Chief Investment Officer and Strategist of Prudential Annuities (since January 2004); Director of Investment & Research Strategy (since February 1998); President of AST Investment Services, Inc. (since June 2005).
Kathryn L. Quirk (57) Chief Legal Officer	Vice President and Corporate Counsel (since September 2004) of Prudential; Executive Vice President, Chief Legal Officer and Secretary (since July 2005) of Prudential Investments LLC (PI) and Prudential Mutual Fund Services LLC (PMFS); Vice President and Corporate Counsel (since June 2005) and Secretary (since February 2006) of AST Investment Services, Inc.; formerly Senior Vice President and Assistant Secretary (November 2004-August 2005) of PI; formerly Assistant Secretary (June 2005-February 2006) of AST Investment Services, Inc.; formerly Managing Director, General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc.
Deborah A. Docs (52) Secretary	Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PI; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Jonathan D. Shain (51) Assistant Secretary	Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PI; Vice President and Assistant Secretary (since February 2001) of PMFS; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Claudia DiGiacomo (35) Assistant Secretary	Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).
John P. Schwartz (38) Assistant Secretary	Vice President and Corporate Counsel (since April 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1997-2005).
Andrew R. French (47) Assistant Secretary	Director and Corporate Counsel (since May 2006) of Prudential; Vice President and Assistant Secretary (since January 2007) of PI; Vice President and Assistant Secretary (since January 2007) of PMFS; formerly Senior Legal Analyst of Prudential Mutual Fund Law Department (1997-2006).
Timothy J. Knierim (51) Chief Compliance Officer	Chief Compliance Officer of Prudential Investment Management, Inc.(PIM) (since July 2007); formerly Chief Risk Officer of PIM and PI (2002-2007) and formerly Chief Ethics Officer of PIM and PI (2006-2007).
Valerie M. Simpson (51) Deputy Chief Compliance Officer	Chief Compliance Officer (since April 2007) of PI and AST Investment Services, Inc.; formerly Vice President-Financial Reporting (June 1999-March 2006) for Prudential Life and Annuities Finance.
Theresa C. Thompson (47) Deputy Chief Compliance Officer	Vice President, Compliance, PI (since April 2004); and Director, Compliance, PI (2001 - 2004).
Noreen M. Fierro (45) Anti-Money Laundering Compliance Officer	Vice President, Corporate Compliance (since May 2006) of Prudential; formerly Corporate Vice President, Associate General Counsel (April 2002-May 2005) of UBS Financial Services, Inc., in their Money Laundering Prevention Group; Senior Manager (May 2005-May 2006) of Deloitte Financial Advisory Services, LLP, in their Forensic and Dispute Services, Anti-Money Laundering Group.
Grace C. Torres (50) Treasurer and Principal Financial and Accounting Officer	Assistant Treasurer (since March 1999) and Senior Vice President (since September 1999) of PI; Assistant Treasurer (since May 2003) and Vice President (since June 2005) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (since May 2003) of Prudential Annuities Advisory Services, Inc.; formerly Senior Vice President (May 2003-June 2005) of AST Investment Services, Inc.
M. Sadiq Peshimam (46) Assistant Treasurer	Vice President (since 2005) of Prudential Investments LLC.
Peter Parrella (51) Assistant Treasurer	Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).
Alan Fu (52) Assistant Treasurer	Vice President and Corporate Counsel - Tax, Prudential Financial, Inc. (since October 2003).

¹ The year in which each individual became an Officer of the Fund is as follows: Stephen Pelletier, 2008; Timothy S. Cronin, 2009; Kathryn L. Quirk, 2005; Deborah A. Docs, 2005; Jonathan D. Shain, 2005; Claudia DiGiacomo, 2005; John P. Schwartz, 2006; Andrew R. French, 2006; Timothy J. Knierim, 2007; Valerie M. Simpson, 2007; Theresa C. Thompson, 2008; Noreen M. Fierro, 2006; Grace C. Torres, 1997; Peter Parrella, 2007; M. Sadiq Peshimam, 2006; Alan Fu, 2006.

Explanatory Notes to Tables:

Trustees are deemed to be “Interested”, as defined in the 1940 Act, by reason of their affiliation with Prudential Investments LLC and/or an affiliate of Prudential Investments LLC. Robert F. Gunia will be considered an Interested Trustee for at least two years after his retirement from employment by the Manager and its affiliates (which was on or about October 21, 2009). He will also be an Interested Trustee as long as he holds a beneficial interest in securities issued by the Manager or its affiliates.

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

There is no set term of office for Trustees or Officers. The Independent Trustees have adopted a retirement policy, which calls for the retirement of Trustees on December 31 of the year in which they reach the age of 75.

“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934 (that is, “public companies”) or other investment companies registered under the 1940 Act.

“No. of Portfolios Overseen” includes all investment companies managed by Prudential Investments LLC. The investment companies for which PI serves as manager include the Prudential Investments Funds, The Prudential Variable Contract Accounts, The Target Portfolio Trust, The Prudential Series Fund, Advanced Series Trust and Prudential’s Gibraltar Fund, Inc.

E2

Annuities are issued by Pruco Life Insurance Company, or in New York, Pruco Life Insurance Company of New Jersey, both located at 213 Washington Street, Newark, NJ 07102-2992, and Prudential Annuities Life Assurance Corporation, located at One Corporate Drive, Shelton, CT, 06484. Variable annuities are distributed by Prudential Annuities Distributors, Inc., also located in Shelton, CT. Prudential Annuities is a business unit of Prudential Financial.

Variable life insurance is issued by The Prudential Insurance Company of America, 751 Broad Street, Newark, NJ 07102-3777, Pruco Life Insurance Company, or in New York, Pruco Life Insurance Company of New Jersey, both located at 213 Washington Street, Newark, NJ 07102-2992. Pruco Life Insurance Company is not licensed to do business in New York. Variable life insurance is offered through Pruco Securities LLC, 751 Broad Street, Newark, NJ 07102-3777.

All are Prudential Financial companies and each is solely responsible for its financial condition and contractual obligations.

Life insurance and annuity contracts contain exclusions, limitations, reductions of benefits and terms for keeping them in force. Your licensed financial professional can provide you with costs and complete details. Contract guarantees are based on the claims-paying ability of the issuing company.

The Prudential Insurance Company of America

751 Broad Street

Newark, NJ 07102-3777

PRST STD

POSTAGES &

FEES PAID VON

HOFFMANN

CORPORATION

The 2009 Audited Financial Statements of Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, and The Prudential Insurance Company of America are available. You may call 888-778-2888 to obtain a free copy of the audited financial statements of the insurance company that issued your contract.

To reduce costs, we now generally send only a single copy of prospectuses and shareholder reports to each household (“householding”) in lieu of sending a copy to each Contract Owner who resides in the household. You should be aware that by calling 877-778-5008, you can revoke or “opt out” of householding at any time.

Pru, Prudential, Prudential Financial, Rock Solid, “The Rock,” the Rock Logo and the Rock Prudential Logo are registered service marks of The Prudential Insurance Company of America, Newark, NJ, and its affiliates.

0172024-00001-00    PSF-AR-A    

ANNUAL REPORT DECEMBER 31, 2009

The Prudential Series Fund

n SP Davis Value Portfolio

n SP Growth Asset Allocation Portfolio

n SP International Growth Portfolio

n SP International Value Portfolio

n SP Mid Cap Growth Portfolio

n SP Prudential U.S. Emerging Growth Portfolio

n SP Small Cap Value Portfolio

n SP Strategic Partners Focused Growth Portfolio

Please note that inside is a Prospectus Supplement dated January 14, 2010.

This document is separate from and not part of the annual report.

0172280-00001-00

This report is one of several that provide financial information about certain investment choices available on variable life insurance and variable annuity contracts. Based on the variable contract you own or the portfolios you invested in, you may receive additional reports that provide financial information on those investment choices. Please refer to your variable life insurance or variable annuity contract prospectus to determine which portfolios are available to you.

This report must be preceded or accompanied by the current prospectuses for the Prudential Series Fund portfolios and the applicable variable life or annuity contract. The prospectuses contain information on the investment objectives, risks, and charges and expenses of the portfolios and the contract and should be read carefully.

The contract’s prospectus contains hypothetical performance illustrations that show the effect of various assumptions regarding the cost of insurance protection. You may also obtain a personalized illustration of historical performance that reflects the cost of your contract’s insurance protection.

A description of the Fund’s proxy voting policies and procedures is available, without charge, upon request. Owners of variable annuity contracts should call 888-778-2888 and owners of variable life insurance contracts should call 800-778-2255 to obtain descriptions of the Fund’s proxy voting policies and procedures. The description is also available on the website of the Securities and Exchange Commission (the “Commission”) at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended December 31 is available on the website of the Commission at www.sec.gov and on the Fund’s website.

The Fund files with the Commission a complete listing of portfolio holdings as of its first and third quarter-ends on Form N-Q. Form N-Q is available on the Commission’s website at www.sec.gov or by visiting the Commission’s Public Reference Room. For more information on the Commission’s Public Reference Room, please visit the Commission’s website or call 800-SEC-0330. Form N-Q is also available on the Fund’s website at www.prudential.com or by calling the telephone numbers referenced above.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and is available without charge upon request by calling 888-778-2888.

This report may include financial information pertaining to certain portfolios that are not available through the variable life insurance policy or variable annuity contract that you have chosen. Please refer to your variable life insurance or variable annuity prospectus to determine which portfolios are available to you.

The Prudential Series Fund Table of Contents Annual Report December 31, 2009

n LETTER TO CONTRACT OWNERS

n MANAGEMENT REVIEW

n PRESENTATION OF PORTFOLIO HOLDINGS

n FEES AND EXPENSES TABLE

n FINANCIAL REPORTS

A1 Schedule of Investments and Financial Statements

B1 Notes to Financial Statements

C1 Financial Highlights

D1 Report of Independent Registered Public Accounting Firm

E1 Information about Trustees and Officers

This report may include financial information pertaining to certain portfolios that are not available through the variable life insurance policy or variable annuity contract that you have chosen. Please refer to your variable life insurance or variable annuity prospectus to determine which portfolios are available to you.

The Prudential Series Fund Letter to Contract Owners Annual Report December 31, 2009

n DEAR CONTRACT OWNER

Our primary focus at Prudential is to help investors achieve and maintain long-term financial success. Our Prudential Series Fund annual report outlines our efforts to reach this goal. We hope you find it informative and useful.

Prudential has been building on a heritage of success for more than 130 years, and the quality of our businesses and risk diversification has enabled us to manage effectively through volatile markets. We believe the array of our products provides a highly attractive value proposition to clients like you who are focused on financial security.

Your financial professional is your best resource to make the most informed investment decisions to help meet your needs. Together, you can build a diversified investment portfolio that aligns with your long-term financial goals. Diversification does not assure a profit or protect against loss in declining markets.

Thank you for selecting Prudential as one of your financial partners. We value your trust and appreciate the opportunity to help you achieve financial security.

Sincerely,

Stephen Pelletier

President,

The Prudential Series Fund

January 29, 2010

PRESIDENT

STEPHEN PELLETIER

The Prudential Series Fund, SP Davis Value Portfolio Subadvised by: Davis Advisors December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		Since Inception
Portfolio	31.26	%	0.78	%	1.62	%
Russell 1000® Value Index	19.69		-0.25		2.32
S&P 500 Index	26.47		0.42		-0.88

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED SINCE INCEPTION

Portfolio inception: 9/22/2000. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception. The Russell 1000^® Index is a trademark/service mark of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the SP Davis Value Portfolio rose 31.26%. The Portfolio is managed by Davis Advisors to seek growth of capital. It invests primarily in stocks of companies within the capitalization range (a measure of company size) of the Russell 1000^® Value Index (the Index).

Although the markets ended 2009 decidedly higher, dramatic weakness continuing from 2008 colored the early part of the year. Markets rallied from March through year-end. Growth stocks significantly outperformed value stocks during the period, as often happens when the market changes direction. The Index returned 19.69%, led by its materials, information technology, and consumer discretionary sectors. Telecommunication services and energy had the weakest performance, although their returns were still positive.

The Portfolio’s financial companies were the strongest contributors to its return and they outperformed the corresponding sector in the Index. Moreover, the Portfolio had a higher average weighting in this sector than the Index. A payments and travel company and an investment manager were among the top contributors to the Portfolio’s performance. A Japanese insurance company and two large U.S. banks were among the largest detractors and the Portfolio sold these three positions. The second largest sector contributor to the Portfolio’s return was its energy holdings, which was also the same for the Index. Stock selection in this sector was the primary reason it outperformed the Index. Several oil and natural gas firms were among the leading contributors to the Portfolio’s performance, but one large oil firm was the largest detractor.

The Portfolio also benefited from having more than twice the representation in the information technology sector than the Index. They included major internet, software, and semiconductor chip companies, but also a large electronics conglomerate that was among the most significant detractors. The latter was sold. Although the Portfolio’s materials companies added to its return, they trailed the materials sector of the Index. The Portfolio also benefited from holding a significant representation of foreign companies, which, on average, outperformed domestic holdings.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

Russell 1000 Value Index is a market cap-weighted index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, SP Growth Asset Allocation Portfolio Subadvised by: Quantitative Management Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		Since Inception
Portfolio	26.22	%	1.59	%	0.96	%
Blended Index	24.64		2.39		1.71
S&P 500 Index	26.47		0.42		-0.88

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED SINCE INCEPTION

Portfolio inception: 9/22/2000. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the SP Growth Asset Allocation Portfolio rose 26.22%.

The Portfolio, which is run by Quantitative Management Associates and Prudential Investments, LLC, is a “fund of funds,” which means it invests in shares of other mutual funds. The Portfolio seeks to obtain the highest potential total return consistent with a level of risk appropriate for its growth objective.

A scorching broad-based rally in global equity markets began in March 2009 and continued during the year as global economic conditions improved. Developed market equities outperformed the U.S. stock market due partially to a weakening greenback. In the United States, mid-cap stocks and the growth style of investing led gains. Emerging market stocks were the stars, returning nearly 79% overall in U.S. dollar terms as investors increasingly sought riskier assets in pursuit of higher returns.

Improving economic conditions in the United States and a search for attractive yields, among other factors, helped fuel a rally in high yield corporate bonds (commonly called “junk” bonds because they are rated below investment grade) and certain other U.S. fixed income markets that carry greater credit risk than the super-safe U.S. Treasury market, which ended 2009 in the red. Meanwhile, commodity prices mostly gained during 2009 on hopes for a global economic recovery and renewed inflation fears.

The Portfolio outperformed its blended index primarily because the mutual funds that it invested in outperformed their respective indexes. The largest positive contribution was made by the Prudential Series Fund SP PIMCO Total Return Portfolio. The other mutual funds that made positive contributions were the Prudential Series Fund Jennison Growth Portfolio, the Prudential Series Fund SP International Growth Portfolio, Prudential Series Fund SP Small Cap Value, and the Advanced Series Trust Western Asset Core Plus Bond Portfolio.

On the other hand, allocation to different classes of assets had little impact on the Portfolio’s performance versus its blended index. The Portfolio had a slightly smaller exposure than the blended index to equities in April and May, which detracted from its performance versus the blended index. The Portfolio held high yield corporate bonds, natural resources stocks, and global real estate investment trusts (REITs), which had a positive impact on its performance.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

Blended Index consists of Russell 3000 Index (64%), a market cap-weighted index that measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market, Barclays Capital U.S. Aggregate Bond Index (20%), an unmanaged index comprised of more than 5,000 government and corporate bonds, and MSCI EAFE (Morgan Stanley Capital International Europe, Australasia, Far East) Index (GD) (16%), an unmanaged, capitalization-weighted index generally accepted as a benchmark for major overseas markets. The GD version does not reflect the impact of withholding taxes on reinvested dividends. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, SP International Growth Portfolio Subadvised by: Marsico Capital Management, LLC, William Blair & Company LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		Since Inception
Portfolio: Class I	37.15	%	2.80	%	-2.49	%
Portfolio: Class II	36.44		2.33		-2.69
MSCI EAFE® Index (GD)	32.46		4.02		3.08

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED SINCE INCEPTION¹

Portfolio (Class I) inception: 9/22/2000. Portfolio (Class II) inception: 10/4/2000. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception (Class I). Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the SP International Growth Portfolio rose 37.15%, while the Class II shares rose 36.44%. The Portfolio is managed by William Blair & Company LLC and Marsico Capital Management LLC. William Blair seeks to identify companies with earnings growth potential that may not be recognized by the market at large, whereas Marsico combines macro-economic analysis with stock selection. It may take into consideration factors such as interest rates, inflation, demographics, the regulatory environment, and the global competitive landscape. William Blair managed approximately two thirds of the Portfolio’s assets for the year.

Although international markets overall had a very strong year, the first few months of the year were characterized by heightened market volatility and large downward market movements. As investors realized that the financial system was stabilizing, volatility steadily decreased and markets rebounded. The MSCI EAFE Index (the Index) returned 32.46%, led by the Pacific region excluding Japan. In a reversal from the risk aversion characterizing late 2008, investors started buying more volatile stocks in the rally that began early in March 2009, apparently believing that the economic recovery was underway. Both managers routinely invest in stocks with higher projected earnings growth and share-price volatility, which enhanced their returns during the rally.

The energy and information technology holdings of both managers advanced significantly, recovering some of the prior year’s losses. The Portfolio also benefited from its country allocations, specifically an underweight in Japan compared with the Index and allocations to emerging markets countries, such as Brazil and India that are not in the Index. For years, both managers have underweighted Japan as opportunities there with above-average growth have been difficult to find. This helped in 2009, as the Japanese market again substantially trailed global returns.

On the negative side, stocks exhibiting price momentum underperformed because of the major turn in the market in March. Consequently, William Blair’s overexposure to price momentum detracted from performance. Also, an underweight to financials hurt, as many financial firms’ stock prices recovered during 2009. An average 5% cash position detracted from returns in a rising market environment.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

¹ The graph is based on the performance of Class I shares. Performance of Class II shares will be lower due to differences in the fee structure. Class II shares have associated 12b-1 and administrative fees at an annual rate of 0.25% and 0.15% respectively of the average daily net assets of the Class II shares.

MSCI EAFE (Morgan Stanley Capital International Europe, Australasia, Far East) Index (GD) is an unmanaged, capitalization-weighted index generally accepted as a benchmark for major overseas markets. The GD version does not reflect the impact of withholding taxes on reinvested dividends. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, SP International Value Portfolio Subadvised by: LSV Asset Management, Thornburg Investment Management Inc. December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		Since Inception
Portfolio	32.35	%	5.13	%	1.60	%
MSCI EAFE® Index (GD)	32.46		4.02		3.08

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED SINCE INCEPTION

Portfolio inception: 9/22/2000. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the SP International Value Portfolio returned 32.35%. The Portfolio is managed by LSV Asset Management and Thornburg Investment Management. LSV uses proprietary quantitative investment models, whereas Thornburg invests opportunistically using traditional fundamental securities analysis. The overall objective is long-term capital appreciation. In January 2009, Thornburg managed slightly less than two thirds of the assets, but late in the period the balance was shifted to favor LSV slightly.

International markets overall had a very strong year, with the MSCI EAFE Index (the Index) returning 32.46%, led by the Pacific region, excluding Japan. However, the first few months of the year were characterized by heightened market volatility and large downward market movements. As investors realized that the financial system was stabilizing, volatility steadily decreased and markets rebounded.

In this environment, Thornburg’s more focused strategy performed well early in the period, while LSV assumed leadership after the March 9 lows. Active managers generally found it difficult to outperform the Index as broad macroeconomic factors tended to overwhelm company-specific fundamentals. However, the stock selection of both LSV and Thornburg added value. LSV had more impact as its deep value focus (greater deviations from the market average in valuation) rebounded significantly. Both managers selected well across both countries and sectors, but the Portfolio performed particularly well in France, Japan, and the United Kingdom and in the industrials, health care, financials and consumer discretionary sectors. Country allocations, including some countries not included in the Index (China), contributed positively to relative returns. An underweight in Japan also helped as the large Japanese market substantially trailed the rest of the world. Since LSV does not deviate significantly from the Index in country exposure or invest in emerging markets, almost all of the impact from country allocation came from Thornburg.

Sector allocations detracted marginally from relative performance, largely due to Thornburg’s overweights in the telecommunications and healthcare sectors and its underweight in materials. These were somewhat mitigated by a timely underweight in utilities, one of the worst-performing sectors in the Index.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

MSCI EAFE (Morgan Stanley Capital International Europe, Australasia, Far East) Index (GD) is an unmanaged, capitalization-weighted index generally accepted as a benchmark for major overseas markets. The GD version does not reflect the impact of withholding taxes on reinvested dividends. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, SP Mid Cap Growth Portfolio Subadvised by: Neuberger Berman Management, Inc. December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		Since Inception
Portfolio	31.49	%	-1.96	%	-4.87	%
Russell Midcap® Growth Index	46.29		2.40		-2.05
Russell Midcap® Index	40.48		2.43		4.08

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED SINCE INCEPTION

Portfolio inception: 9/22/2000. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception. The Russell Midcap^® and Midcap^® Growth Indexes are trademarks/service marks of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the SP Mid-Cap Growth Portfolio rose 31.49%. It is managed by Neuberger Berman to seek capital growth. Normally, at least 80% of its assets are invested in companies with market capitalization (a measure of company size) within the range of the Russell Midcap^® Growth Index (the Index).

Although the Index was up 46.29% by the end of 2009, the year contained two very different periods—first was dramatic weakness carrying over from 2008, then a rally from March through year-end. Mid-cap stocks led and growth stocks outperformed value. Information technology and energy were the best performing Index sectors, while utilities and telecommunications were the weakest.

Generally, the rally was led by lower quality stocks, including those of the smallest companies, firms with low return on equity, those having low stock prices, and companies with no earnings. Low quality stocks tend to lead early in a recovery. The Portfolio typically does not have exposure in this area because of Neuberger Berman’s stock selection process and belief that such stocks cannot outperform over longer periods of time. Given the market environment, stock selection was weak across much of the portfolio.

The Portfolio underperformed the Index in the healthcare and information technology sectors. Healthcare was affected by the uncertainty surrounding healthcare reform and by weak earnings. The Portfolio’s medical supplies and services companies underperformed on concerns about lower hospital spending, and it sold a joint replacement design and manufacturer. Medical diagnostic holdings also were weak and missed earnings estimates.

The Portfolio’s information technology holdings, primarily software and services companies, didn’t keep pace with more volatile industries during the rally. Nonetheless, a position in a lower-cost business products and services provider was among the Portfolio’s strongest performers. Several of the high quality holdings in the industrials sector exceeded earnings expectations, but did not keep up because of the market preference for more volatile stocks. A similar story of stocks underperforming despite exceeding earnings expectations could be told about the Portfolio’s secondary education holdings that were in the consumer discretionary sector. However, retailing benefitted Portfolio performance, with a department store among the top performers. Telecommunications holdings, particularly transmission tower companies, added to performance relative to the Index, as did the absence of any utilities.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

Russell Midcap Growth Index is a market cap-weighted index that measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. Russell Midcap Index is a market cap-weighted index that measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 25% of the total market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

*The Prudential Series Fund, SP Prudential U.S. Emerging Growth Portfolio Subadvised by: Jennison Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		Since Inception
Portfolio: Class I	41.89	%	6.41	%	1.06	%
Portfolio: Class II	41.14		6.06		4.16
Russell Midcap® Growth Index	46.29		2.40		-2.05
S&P Midcap 400 Index	37.38		3.27		4.60

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED SINCE INCEPTION¹

Portfolio (Class I) inception: 9/22/2000. Portfolio (Class II) inception: 7/9/2001. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception (Class I). The Russell Midcap^® Growth Index is a trademark/service mark of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the SP Prudential U.S. Emerging Growth Portfolio rose 41.89%, while the Class II shares rose 41.14%. The Portfolio is subadvised by Jennison Associates LLC for long-term capital appreciation.

Weak stock selection in the financials and industrials sectors detracted the most from relative return. Jennison was rewarded for strong stock selection in the telecom services sector.

One of the primary contributors to performance was a wireless communication tower operator. Expected demand growth in 2010, driven by 3G and 4G network development activity among the key wireless service providers, caused the company’s stock price to appreciate. In Jennison’s opinion, the wireless tower industry continues to represent a strong business model with both solid growth and defensive characteristics.

A Latin American wireless telecom service provider was also among the key contributors to performance. Shares appreciated significantly during the second half of the year, as the company recovered from concerns about the impact of foreign currency exchange rates and consistently delivered solid quarterly financial results despite continued pressures from the economy. In Jennison’s opinion, the company should continue to grow at a faster rate than other wireless companies despite increasing competition from other carriers offering similar service.

An energy exploration and production company also made a significant positive contribution to return. Shares benefited from strong financial results, stemming from lower costs and higher volumes, and a consequent increase in production guidance for 2010. In Jennison’s opinion, this is a high quality energy company with meaningful opportunities to continue to increase production at lower costs.

The primary individual detractor from performance in 2009 was a construction and engineering services provider. Project delays and a decrease in the company’s backlog of business caused management to reduce its earnings guidance for 2009. Jennison became concerned about the impact these delays could have on free cash flow generation and decided to exit this position in March. A property and casualty insurance company also detracted from return. While Jennison likes the company’s business model, the Portfolio sold shares in April due to liquidity concerns resulting from losses in the company’s investment portfolios and decided to revisit this investment at a later date. Another holding that hurt performance provides weight management products and services. In Jennison’s opinion, the company offers a best-in-class weight loss solution; however, Jennison exited this position in February due to the program’s weak attendance and difficulty attracting new members.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

¹ The graph is based on the performance of Class I shares. Performance of Class II shares will be lower due to differences in the fee structure. Class II shares have associated 12b-1 and administrative fees at an annual rate of 0.25% and 0.15% respectively of the average daily net assets of the Class II shares.

Russell Midcap Growth Index is a market cap-weighted index that measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. S&P Midcap 400 Index is a widely accepted, unmanaged total return index of 400 domestic stocks measuring the performance of the midsize company segment of the U.S. stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, SP Small Cap Value Portfolio Subadvised by: ClearBridge Advisors, LLC, Goldman Sachs Asset Management L.P. December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		Since Inception
Portfolio	30.80	%	0.99	%	5.60	%
Russell 2000® Value Index	20.58		-0.01		7.48
Russell 2500™ Index	34.39		1.58		4.42

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED SINCE INCEPTION

Portfolio inception: 9/22/2000. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception. The Russell 2000^® Value and Russell 2500^TM Index are trademark/service marks of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the SP Small Cap Value Portfolio rose 30.80%. The Portfolio is managed by ClearBridge Advisors, LLC, and Goldman Sachs Asset Management L.P. for long-term growth of capital. The Portfolio invests in the stocks of companies within the market capitalization range (a measure of company size) of the Russell 2000^® Value Index (the Index). Goldman focuses on quality, purchasing well-positioned businesses at attractive valuations. ClearBridge follows a relative value approach, looking for stocks selling at lower valuations than those of comparable firms.

Although the markets ended 2009 decidedly higher, dramatic weakness continuing from 2008 colored the early part of the year. Then, markets rallied from March through year-end. Growth stocks significantly outperformed value stocks during the period, as often happens when the market changes direction. The Index returned 20.58% for the year.

The Portfolio’s substantial margin of return over the Index was primarily due to specific stocks, rather than sector or risk-factor preferences. Holdings in oil services, airlines, information services, and equity REITs, as well as the avoidance of benchmark assets in cyclical industries, all helped the Portfolio outperform the Index. Relative performance was constrained, however, by holdings in the industrial parts, computer software, and computer hardware industries.

Although overall sector weightings did not have a meaningful impact on performance, the Portfolio’s underexposure to the financial sector and overexposure to the technology sector added value, while overexposures to the industrials and energy sectors detracted. The Portfolio was less sensitive to price fluctuations in the broad market than the Index, which weighed down relative performance during the broad market rally. Although style factors did not have a significant overall impact on the Portfolio’s overall performance during the year, a slight overexposure to stocks showing recent price strength (momentum) was a drag on results, while overexposures to securities exhibiting higher growth characteristics and those with a higher level of trading volume augmented results.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

Russell 2000 Value Index is an unmanaged index that measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 2500 Index is a market cap-weighted index that measures the performance of the 2,500 smallest companies in the Russell 3000 Index, which represents approximately 17% of the total market capitalization of the Russell 3000 Index. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund, SP Strategic Partners Focused Growth Portfolio Subadvised by: AllianceBernstein LP, Jennison Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		Since Inception
Portfolio: Class I	44.14	%	3.19	%	-2.12	%
Portfolio: Class II	43.38		2.80		-0.76
Russell 1000® Growth Index	37.21		1.63		-4.16
S&P 500 Index	26.47		0.42		-0.88

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED SINCE INCEPTION¹

Portfolio (Class I) inception: 9/22/2000. Portfolio (Class II) inception: 1/12/2001. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception (Class I). The Russell 1000^® Growth Index is a trademark/service mark of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the SP Strategic Partners Focused Growth Portfolio’s Class I shares rose 44.14% and the Class II shares rose 43.38%.

The Portfolio, which seeks long-term growth of capital, is managed by Jennison Associates, LLC (Jennison) and Alliance Bernstein, L.P. (Alliance Bernstein), two asset managers with solid track records in the growth style of investing. The Portfolio is non-diversified, which means it can invest a relatively high percentage of its assets in a small number of companies located primarily in the United States. Jennison and Alliance Bernstein each select appropriately 20 to 30 securities for the Portfolio.

The U.S. government and the Federal Reserve took steps to steady the nation’s financial system and stimulate the economy. Both had been hurt by a protracted credit crisis. The financial system began to heal in 2009 and the economy began to tentatively emerge from the so-called “Great Recession,” even though job losses continued to climb. The favorable developments helped boost investor confidence in stocks, and a powerful rally in the U.S. stock market that began in March 2009 continued during the year. All 10 sectors of the Russell 1000 Growth Index (the Index) scored double-digit gains. The largest were from the information technology, materials, and consumer discretionary sectors, while the smallest were from the less economically sensitive utilities and consumer staples sectors.

The Portfolio beat the Index largely due to favorable stock selection, particularly in the information technology and healthcare sectors, but certain holdings in the industrials sector were a drag on its relative performance.

The Portfolio’s sector allocation strategy hurt its performance versus the Index. Compared to the Index, it had smaller exposures to the consumer cyclical and non-cyclical sectors and a larger exposure to the energy sector, all of which subtracted from its relative performance. But it benefited from an overweight exposure to information technology and underweight positions in the transportation and industrial sectors.

Many of the Portfolio’s risk exposures worked well, such as its overweight position in stocks that were heavily traded during 2009. Yet these gains were offset because it had larger exposures than the Index to firms exhibiting recent price strength and firms with bigger market capitalizations. That said, sizeable exposure to companies exhibiting solid earnings growth potential provided a tailwind to the Portfolio’s performance in 2009.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

¹ The graph is based on the performance of Class I shares. Performance of Class II shares will be lower due to differences in the fee structure. Class II shares have associated 12b-1 and administrative fees at an annual rate of 0.25% and 0.15% respectively of the average daily net assets of the Class II shares.

Russell 1000 Growth Index is a market cap-weighted index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

Prudential Series Fund Presentation of Portfolio Holdings — unaudited December 31, 2009

SP Davis Value
Five Largest Holdings     (% of Net Assets)
Occidental Petroleum Corp.	4.6%
Berkshire Hathaway, Inc. (Class A Stock)	4.3%
Costco Wholesale Corp.	4.3%
American Express Co.	4.0%
Wells Fargo & Co.	3.8%

SP Growth Asset Allocation
Five Largest Holdings     (% of Net Assets)
Advanced Series Trust—Large-Cap Value Portfolio	27.9%
PSF-Jennison Portfolio (Class I)	15.9%
Advanced Series Trust—Marsico Capital Growth Portfolio	15.7%
Advanced Series Trust—AST PIMCO Total Return Bond Portfolio	13.7%
PSF-SP International Growth Portfolio (Class I)	7.7%

SP International Growth
Five Largest Holdings     (% of Net Assets)
Anheuser-Busch InBev NV (Belgium)	2.6%
Telefonica SA (Spain)	2.4%
Credit Suisse Group AG (Switzerland)	2.4%
Teva Pharmaceutical Industries Ltd., ADR (Israel)	1.9%
Novo Nordisk A/S (Class B Stock) (Denmark)	1.6%

SP International Value
Five Largest Holdings    (% of Net Assets)
BP PLC (United Kingdom)	1.7%
Novartis AG (Switzerland)	1.7%
BNP Paribas (France)	1.5%
Royal Dutch Shell PLC (Class B Stock) (Netherlands)	1.5%
Teva Pharmaceutical Industries Ltd., ADR (Israel)	1.3%

SP Mid Cap Growth
Five Largest Holdings     (% of Net Assets)
Urban Outfitters, Inc.	2.2%
SBA Communications Corp. (Class A Stock)	2.1%
Concho Resources, Inc.	1.9%
Stericycle, Inc.	1.8%
WMS Industries, Inc.	1.7%

SP Prudential U.S. Emerging Growth
Five Largest Holdings     (% of Net Assets)
NII Holdings, Inc.	3.5%
Annaly Capital Management, Inc.	3.2%
Southwestern Energy Co.	2.7%
Crown Castle International Corp.	2.5%
American Tower Corp. (Class A Stock)	2.3%

SP Small Cap Value
Five Largest Holdings     (% of Net Assets)
iShares Russell 2000 Value Index Fund	1.4%
Signature Bank	1.2%
Meadowbrook Insurance Group, Inc.	1.1%
Kaiser Aluminum Corp.	0.9%
El Paso Electric Co.	0.9%

SP Strategic Partners Focused Growth
Five Largest Holdings     (% of Net Assets)
Apple, Inc.	7.1%
Google, Inc. (Class A Stock)	6.7%
Hewlett-Packard Co.	5.0%
QUALCOMM, Inc.	4.9%
Schlumberger Ltd. (Netherlands)	4.8%

For a complete list of holdings, please refer to the Schedule of Investments section of this report. Holdings reflect only long-term investments. Holdings/Issues/Sectors are subject to change.

The Prudential Series Fund Fees and Expenses — unaudited December 31, 2009

As a contract owner investing in Portfolios of the Fund through a variable annuity or variable life contract, you incur ongoing costs, including management fees, and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other investment options. This example does not reflect fees and charges under your variable annuity or variable life contract. If contract charges were included, the costs shown below would be higher. Please consult the prospectus for your contract for more information about contract fees and charges.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2009 through December 31, 2009.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the Portfolio expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Six-Month Period” to estimate the Portfolio expenses you paid on your account during this period. As noted above, the table does not reflect variable contract fees and charges.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other investment options. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other investment options.

Please note that the expenses shown in the table are meant to highlight your ongoing Portfolio costs only and do not reflect any contract fees and charges, such as sales charges (loads), insurance charges or administrative charges. Therefore the second line of the table is useful to compare ongoing investment option costs only, and will not help you determine the relative total costs of owning different contracts. In addition, if these contract fee and charges were included, your costs would have been higher.

The Prudential Series Fund Portfolios		Beginning Account Value July 1, 2009		Ending Account Value December 31, 2009		Annualized Expense Ratio Based on the Six-Month Period		Expenses Paid During the Six-Month Period
SP Davis Value (Class I)	Actual	$	1,000.00	$	1,241.80	0.84	%	$	4.75
	Hypothetical	$	1,000.00	$	1,020.97	0.84	%	$	4.28
SP Growth Asset Allocation (Class I)	Actual	$	1,000.00	$	1,196.70	1.02	%	$	5.65
	Hypothetical	$	1,000.00	$	1,020.06	1.02	%	$	5.19
SP International Growth (Class I)	Actual	$	1,000.00	$	1,212.00	0.96	%	$	5.35
	Hypothetical	$	1,000.00	$	1,020.37	0.96	%	$	4.89
SP International Growth (Class II)	Actual	$	1,000.00	$	1,207.40	1.36	%	$	7.57
	Hypothetical	$	1,000.00	$	1,018.35	1.36	%	$	6.92
SP International Value (Class I)	Actual	$	1,000.00	$	1,202.70	1.01	%	$	5.61
	Hypothetical	$	1,000.00	$	1,020.11	1.01	%	$	5.14
SP Mid Cap Growth (Class I)	Actual	$	1,000.00	$	1,225.50	0.98	%	$	5.50
	Hypothetical	$	1,000.00	$	1,020.27	0.98	%	$	4.99
SP Prudential U.S. Emerging Growth (Class I)	Actual	$	1,000.00	$	1,240.40	0.70	%	$	3.95
	Hypothetical	$	1,000.00	$	1,021.68	0.70	%	$	3.57
SP Prudential U.S. Emerging Growth (Class II)	Actual	$	1,000.00	$	1,237.60	1.10	%	$	6.20
	Hypothetical	$	1,000.00	$	1,019.66	1.10	%	$	5.60
SP Small Cap Value (Class I)	Actual	$	1,000.00	$	1,288.20	0.98	%	$	5.65
	Hypothetical	$	1,000.00	$	1,020.27	0.98	%	$	4.99
SP Strategic Partners Focused Growth (Class I)	Actual	$	1,000.00	$	1,226.00	1.23	%	$	6.90
	Hypothetical	$	1,000.00	$	1,019.00	1.23	%	$	6.26
SP Strategic Partners Focused Growth (Class II)	Actual	$	1,000.00	$	1,224.10	1.63	%	$	9.14
	Hypothetical	$	1,000.00	$	1,016.99	1.63	%	$	8.29

Portfolio expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended December 31, 2009, and divided by the 365 days in the Portfolio’s fiscal year ended December 31, 2009 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Portfolio may invest.

	SP DAVIS VALUE PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 97.4%
COMMON STOCKS — 96.6%	Shares	Value (Note 2)
Automobile Manufacturers — 0.8%
CarMax, Inc.*(a)	63,200	$	1,532,600
Banks — 1.4%
Julius Baer Group Ltd. (Switzerland)	77,400		2,722,038
Beverages — 3.0%
Coca-Cola Co. (The)	19,000		1,083,000
Diageo PLC, ADR (United Kingdom)(a)	36,300		2,519,583
Heineken Holding NV (Netherlands)	54,306		2,271,245
			5,873,828
Broadcasting — 0.4%
Grupo Televisa SA, ADR (Mexico)	42,500		882,300
Business Services — 1.5%
Iron Mountain, Inc.*(a)	127,500		2,901,900
Chemicals — 0.7%
Monsanto Co.	11,500		940,125
Potash Corp. of Saskatchewan, Inc. (Canada)(a)	4,385		475,773
			1,415,898
Commercial Banks — 2.0%
Bank of New York Mellon Corp. (The)	144,000		4,027,680
Computers — 1.5%
Hewlett-Packard Co.	58,400		3,008,184
Containers & Packaging — 2.0%
Sealed Air Corp.	177,810		3,886,927
Cosmetics & Toiletries — 0.1%
Natura Cosmeticos SA (Brazil)	12,200		254,441
Diversified Financial Services — 1.0%
GAM Holding Ltd. (Switzerland)	77,400		937,242
Goldman Sachs Group, Inc. (The)	6,620		1,117,721
			2,054,963
Diversified Manufacturing Operations — 0.8%
Tyco International Ltd. (Switzerland)	42,428		1,513,831
Diversified Metals — 0.9%
BHP Billiton PLC (United Kingdom)	30,300		965,962
Rio Tinto PLC (United Kingdom)	16,470		889,325
			1,855,287
Electric — 0.2%
AES Corp. (The)*	28,100		374,011
Electrical Equipment — 0.4%
ABB Ltd., ADR (Switzerland)*	42,850		818,435
Electronic Equipment & Instruments — 1.2%
Agilent Technologies, Inc.*(a)	76,640		2,381,205
Entertainment & Leisure — 1.0%
Harley-Davidson, Inc.	81,800		2,061,360
Environmental Control — 1.0%
Sino-Forest Corp. (Canada)*	101,520		1,881,205
Sino-Forest Corp., 144A (Canada)*	3,400		63,003
			1,944,208
Financial Services — 10.2%
American Express Co.	193,960		7,859,259
Ameriprise Financial, Inc.	39,560		1,535,719
H&R Block, Inc.	51,300		1,160,406

COMMON STOCKS (continued)	Shares	Value (Note 2)
Financial Services (continued)
Moody’s Corp.(a)	50,900	$	1,364,120
Visa, Inc. (Class A Stock)(a)	6,590		576,361
Wells Fargo & Co.	280,330		7,566,107
			20,061,972
Food — 0.2%
Hershey Co. (The)	11,960		428,048
Healthcare Providers & Services — 1.9%
Cardinal Health, Inc.	38,300		1,234,792
Express Scripts, Inc.*	28,000		2,420,600
UnitedHealth Group, Inc.	5,500		167,640
			3,823,032
Healthcare Services — 0.4%
Laboratory Corp. of America Holdings*(a)	10,400		778,336
Household Durables — 0.2%
Garmin Ltd. (Cayman Islands)	200		6,140
Hunter Douglas NV (Netherlands)	8,453		413,238
			419,378
Household Products — 1.4%
Procter & Gamble Co. (The)	45,030		2,730,169
Insurance — 11.1%
Berkshire Hathaway, Inc. (Class A Stock)*	86		8,531,200
Fairfax Financial Holdings Ltd. (Canada)(a)	1,960		764,322
Hartford Financial Services Group, Inc. (The)	36,434		847,455
Loews Corp.	139,600		5,074,460
Markel Corp.*(a)	534		181,560
Principal Financial Group, Inc.	15,200		365,408
Progressive Corp. (The)*(a)	235,300		4,233,047
Transatlantic Holdings, Inc.	37,375		1,947,611
			21,945,063
Internet & Catalog Retail — 0.2%
Liberty Media Holding Corp. — Interactive (Class A Stock)*	38,925		421,947
Internet Services — 1.7%
Google, Inc. (Class A Stock)*	5,380		3,335,492
Internet Software & Services — 0.5%
Amazon.com, Inc.*	6,590		886,487
Investment Firms — 2.5%
JPMorgan Chase & Co.	116,416		4,851,055
Machinery — 0.2%
PACCAR, Inc.	12,620		457,727
Materials — 1.0%
Martin Marietta Materials, Inc.(a)	21,100		1,886,551
Media — 3.4%
Comcast Corp. (Special Class A Stock)	75,070		1,201,871
DIRECTV (Class A Stock)*	31,105		1,037,352
Liberty Media Corp. — Starz (Class A Stock)*	3,110		143,526

SEE NOTES TO FINANCIAL STATEMENTS.

A1

	SP DAVIS VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Media (continued)
News Corp. (Class A Stock)	198,500	$	2,717,465
Walt Disney Co. (The)	52,300		1,686,675
			6,786,889
Medical Supplies & Equipment — 1.2%
Becton, Dickinson and Co.	23,000		1,813,780
CareFusion Corp.*	19,100		477,691
			2,291,471
Metals & Mining — 1.1%
China Coal Energy Co. (Class H Stock) (Hong Kong)	1,140,700		2,069,884
Mining — 0.6%
Vulcan Materials Co.(a)	21,100		1,111,337
Oil, Gas & Consumable Fuels — 15.3%
Canadian Natural Resources Ltd. (Canada)	60,600		4,360,170
ConocoPhillips	13,568		692,918
Devon Energy Corp.	86,340		6,345,990
EOG Resources, Inc.	71,296		6,937,101
Occidental Petroleum Corp.	110,500		8,989,175
OGX Petroleo e Gas Participacoes SA (Brazil)	110,000		1,080,414
Transocean Ltd. (Switzerland)*	19,708		1,631,822
			30,037,590
Pharmaceuticals — 5.8%
Johnson & Johnson	64,400		4,148,004
Mead Johnson Nutrition Co. (Class A Stock)	14,700		642,390
Merck & Co., Inc.	131,895		4,819,443
Pfizer, Inc.	95,800		1,742,602
			11,352,439
Real Estate Operation & Development — 1.1%
Brookfield Asset Management, Inc. (Class A Stock) (Canada)	41,500		920,470
Hang Lung Group Ltd. (Hong Kong)	240,000		1,186,925
			2,107,395
Retail & Merchandising — 7.9%
Bed Bath & Beyond, Inc.*(a)	62,500		2,414,375
Costco Wholesale Corp.	143,020		8,462,493
CVS Caremark Corp.	147,310		4,744,855
			15,621,723
Semiconductors & Semiconductor Equipment — 1.5%
Texas Instruments, Inc.	114,500		2,983,870
Software — 3.7%
Activision Blizzard, Inc.*	78,300		869,913
Dun & Bradstreet Corp. (The)	28,600		2,412,982
Microsoft Corp.	128,380		3,914,306
			7,197,201
Tobacco — 0.9%
Philip Morris International, Inc.	35,765		1,723,515
Transportation — 2.7%
China Merchants Holdings International Co. Ltd. (Hong Kong)	623,661		2,011,892

COMMON STOCKS (continued)	Shares	Value (Note 2)
Transportation (continued)
China Shipping Development Co. Ltd. (Class H Stock) (Hong Kong)	426,000	$	633,558
COSCO Pacific Ltd. (Bermuda)	414,255		525,728
Kuehne & Nagel International AG (Switzerland)	11,445		1,112,788
LLX Logistica SA (Brazil)*	24,800		144,014
United Parcel Service, Inc. (Class B Stock)	16,800		963,816
			5,391,796
TOTAL COMMON STOCKS (cost $140,689,156)			190,209,463

Interest Rate	Maturity Date	Moody’s Rating† (Unaudited)	Principal Amount (000)#
CORPORATE BOND — 0.6%
Entertainment & Leisure
Harley-Davidson, Inc., Sr. Unsec’d. Notes (cost $1,000,000)(g)
15.00%	02/01/14	BBB(d)	$	1,000		1,224,015
CONVERTIBLE BOND — 0.2%
Environmental Control
Sino-Forest Corp. (Canada) (cost $357,000)(g)
5.00%	08/01/13	Ba2		357		421,706
TOTAL LONG-TERM INVESTMENTS (cost $142,046,156)						191,855,184
			Shares
SHORT-TERM INVESTMENT — 12.1%
AFFILIATED MONEY MARKET MUTUAL FUND
Dryden Core Investment Fund — Taxable Money Market Series (cost $23,781,395; includes $18,598,475 of cash collateral for securities on loan)(b)(w)(Note 4)				23,781,395		23,781,395
TOTAL INVESTMENTS(o) — 109.5% (cost $165,827,551)						215,636,579
LIABILITIES IN EXCESS OF OTHER ASSETS — (9.5)%						(18,751,263)
NET ASSETS — 100.0%					$	196,885,316

The following abbreviations are used in the Portfolio descriptions:

144A	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
ADR	American Depositary Receipt

# Principal amount is shown in U.S. dollars unless otherwise stated.

SEE NOTES TO FINANCIAL STATEMENTS.

A2

	SP DAVIS VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

† The rating reflected is as of December 31, 2009. Rating of certain bonds may have changed subsequent to that date.

* Non-income producing security.

(a) All or a portion of security is on loan. The aggregate market value of such securities is $17,987,157; cash collateral of $18,598,475 (included with liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(b) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(d) Standard & Poor’s rating.

(g) Indicates a security that has been deemed illiquid.

(o) As of December 31, 2009, 11 securities representing $13,017,787 and 6.6% of net assets were fair valued in accordance with the policies adopted by the Board of Trustees.

(w) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund—Taxable Money Market Series.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

Investments in Securities	Level 1		Level 2		Level 3
Common Stocks	$	177,191,676	$	13,017,787	$	—
Corporate Bond		—		1,224,015		—
Convertible Bond		—		421,706		—
Affiliated Money Market Mutual Fund		23,781,395		—		—
		200,973,071		14,663,508		—
Other Financial Instruments*		—		—		—
Total	$	200,973,071	$	14,663,508	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 were as follows:

Oil, Gas & Consumable Fuels	15.3	%
Affiliated Money Market Mutual Fund (9.4% represents investments purchased with collateral from securities on loan)	12.1
Insurance	11.1
Financial Services	10.2
Retail & Merchandising	7.9
Pharmaceuticals	5.8
Software	3.7
Media	3.4
Beverages	3.0
Transportation	2.7
Investment Firms	2.5
Commercial Banks	2.0
Containers & Packaging	2.0
Healthcare Providers & Services	1.9
Internet Services	1.7
Entertainment & Leisure	1.6
Computers	1.5
Semiconductors & Semiconductor Equipment	1.5
Business Services	1.5
Household Products	1.4
Banks	1.4
Electronic Equipment & Instruments	1.2
Medical Supplies & Equipment	1.2
Environmental Control	1.2
Real Estate Operation & Development	1.1
Metals & Mining	1.1
Diversified Financial Services	1.0
Materials	1.0
Diversified Metals	0.9
Tobacco	0.9
Automobile Manufacturers	0.8
Diversified Manufacturing Operations	0.8
Chemicals	0.7
Mining	0.6
Internet Software & Services	0.5
Broadcasting	0.4
Electrical Equipment	0.4
Healthcare Services	0.4
Machinery	0.2
Foods	0.2
Internet & Catalog Retail	0.2
Household Durables	0.2
Electric	0.2
Cosmetics & Toiletries	0.1
	109.5
Liabilities in excess of other assets	(9.5	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A3

SP DAVIS VALUE PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments at value, including securities on loan of $17,987,157:
Unaffiliated investments (cost $142,046,156)	$	191,855,184
Affiliated investments (cost $23,781,395)		23,781,395
Foreign currency, at value (cost $32)		32
Dividends and interest receivable		183,196
Receivable for investments sold		108,522
Tax reclaim receivable		36,571
Prepaid expenses		1,700
Receivable for Series shares sold		470
Total Assets		215,967,070
LIABILITIES
Collateral for securities on loan		18,598,475
Payable for investments purchased		193,412
Management fee payable		124,065
Payable for Series shares repurchased		89,555
Accrued expenses and other liabilities		49,983
Payable to custodian		23,668
Deferred trustees’ fees		2,001
Affiliated transfer agent fees payable		595
Total Liabilities		19,081,754
NET ASSETS	$	196,885,316
Net assets were comprised of:
Paid-in capital	$	171,560,067
Retained earnings		25,325,249
Net assets, December 31, 2009	$	196,885,316
Net asset value and redemption price per share, $196,885,316 / 22,676,046 outstanding shares of beneficial interest	$	8.68

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of $31,556 foreign withholding tax)	$	2,732,494
Interest income		153,546
Affiliated income from securities lending, net		93,663
Affiliated dividend income		48,267
		3,027,970
EXPENSES
Management fee		1,282,791
Custodian’s fees and expenses		70,000
Shareholders’ reports		37,000
Audit fee		20,000
Trustees’ fees		10,000
Transfer agent’s fees and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Legal fees and expenses		5,000
Insurance expenses		4,000
Commitment fee on syndicated credit agreement		2,000
Miscellaneous		10,827
Total expenses		1,451,618
NET INVESTMENT INCOME		1,576,352
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES
Net realized loss on:
Investment transactions		(21,638,066	)
Foreign currency transactions		(14,128	)
		(21,652,194	)
Net change in unrealized appreciation (depreciation) on:
Investments		68,365,542
Foreign currencies		1,280
		68,366,822
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES		46,714,628
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	48,290,980

STATEMENT OF CHANGES IN NET ASSETS:

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	1,576,352		$	2,765,033
Net realized loss on investment and foreign currency transactions		(21,652,194	)		(4,190,693	)
Net change in unrealized appreciation (depreciation) on investments and foreign currencies		68,366,822			(113,459,269	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		48,290,980			(114,884,929	)
DISTRIBUTIONS		(2,763,578	)		(18,966,489	)
SERIES SHARE TRANSACTIONS:
Series shares sold [877,931 and 892,207 shares, respectively]		6,153,372			8,010,655
Series shares issued in reinvestment of distributions [384,364 and 1,787,605 shares, respectively]		2,763,578			18,966,489
Series shares repurchased [3,185,155 and 3,833,951 shares, respectively]		(22,870,308	)		(36,829,057	)
DECREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(13,953,358	)		(9,851,913	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		31,574,044			(143,703,331	)
NET ASSETS:
Beginning of year		165,311,272			309,014,603
End of year	$	196,885,316		$	165,311,272

SEE NOTES TO FINANCIAL STATEMENTS.

A4

	SP GROWTH ASSET ALLOCATION PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 99.6%	Shares	Value (Note 2)
AFFILIATED MUTUAL FUNDS
Advanced Series Trust —
AST Global Real Estate Portfolio	1,103,481	$	7,602,981
AST Large-Cap Value Portfolio	18,583,673		221,145,705
AST Marsico Capital Growth Portfolio	7,649,755		124,461,509
AST PIMCO Total Return Bond Portfolio	9,280,796		108,585,318
AST Small-Cap Growth Portfolio	1,427,641		21,400,344
AST Western Asset Core Plus Bond Portfolio	2,709,396		27,039,775
The Prudential Series Fund —
High Yield Bond Portfolio	552,806		2,672,652
Jennison Portfolio (Class I)	6,038,446		126,022,371
Money Market Portfolio	6,451		64,510
Natural Resources Portfolio (Class I)	196,568		7,302,512
SP International Growth Portfolio (Class I)	13,202,854		61,129,215
SP International Value Portfolio	9,507,995		60,375,765
SP Small Cap Value Portfolio	2,208,979		21,625,900
TOTAL LONG-TERM INVESTMENTS (cost $809,749,104)			789,428,557
SHORT-TERM INVESTMENT — 0.4%
Affiliated Money Market Mutual Fund
Dryden Core Investment Fund — Taxable Money Market Series (cost $3,558,105) (Note 4)	3,558,105		3,558,105
TOTAL INVESTMENTS — 100.0% (cost $813,307,209)(a)			792,986,662
LIABILITIES IN EXCESS OF OTHER ASSETS			(187,213	)
NET ASSETS — 100.0%		$	792,799,449

(a) Prudential Investments LLC, the manager of the Portfolio, also serves as manager/co-manager of the underlying portfolios in which the Portfolio invests.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Affiliated Mutual Funds	$	789,428,557	$	—	$	—
Affiliated Money Market Mutual Fund		3,558,105		—		—
		792,986,662		—		—
Other Financial Instruments*		—		—		—
Total	$	792,986,662	$	—	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

The investment allocation of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 were as follows:

Investment Type
Large/Mid-Cap Growth	31.6	%
Large/Mid-Cap Value	27.9
Core Bonds	17.1
International Growth	7.7
International Value	7.6
Small-Cap Growth	2.7
Small-Cap Value	2.7
Sector	1.9
High Yield	0.4
Money Market	—	(b)
	99.6
Short-Term Investment	0.4
	100.0	%

(b) Less than 0.05%.

SEE NOTES TO FINANCIAL STATEMENTS.

A5

SP GROWTH ASSET ALLOCATION PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Affiliated investments, at value (cost $813,307,209)	$	792,986,662
Cash		7,360
Receivable for Series shares sold		17,807
Prepaid expenses		8,057
Dividends receivable		193
Total Assets		793,020,079
LIABILITIES
Payable for Series shares repurchased		142,701
Accrued expenses and other liabilities		43,011
Management fee payable		33,563
Deferred trustees’ fees		760
Affiliated transfer agent fee payable		595
Total Liabilities		220,630
NET ASSETS	$	792,799,449
Net assets were comprised of:
Paid-in capital	$	872,887,234
Retained earnings		(80,087,785	)
Net assets, December 31, 2009	$	792,799,449
Net asset value and redemption price per share, $792,799,449 / 98,741,281 outstanding shares of beneficial interest	$	8.03

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Affiliated dividend income	$	15,728,535
EXPENSES
Management fee		353,640
Custodian’s fees and expenses		57,000
Shareholders’ reports		42,000
Audit fee		17,000
Insurance expenses		17,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Commitment fee on syndicated credit agreement		8,000
Trustees’ fees		7,000
Legal fees and expenses		5,000
Loan interest expense (Note 8)		4
Miscellaneous		8,591
Total expenses		525,235
NET INVESTMENT INCOME		15,203,300
NET REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED INVESTMENTS
Net realized loss on investment transactions		(77,659,954	)
Net capital gain distributions received		4,004,298
		(73,655,656	)
Net change in unrealized appreciation (depreciation) on investments		226,168,654
NET GAIN ON INVESTMENTS		152,512,998
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	167,716,298

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	15,203,300		$	15,546,603
Net realized gain (loss) on investment transactions		(73,655,656	)		10,167,335
Net change in unrealized appreciation (depreciation) on investments		226,168,654			(450,725,970	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		167,716,298			(425,012,032	)
DISTRIBUTIONS		(25,712,126	)		(116,144,619	)
SERIES SHARE TRANSACTIONS:
Series shares sold [3,177,301 and 3,093,662 shares, respectively]		21,824,902			27,735,159
Series shares issued in reinvestment of distributions [3,748,123 and 11,998,411 shares, respectively]		25,712,126			116,144,619
Series shares repurchased [13,490,422 and 17,822,457 shares, respectively]		(91,581,608	)		(160,542,195	)
NET DECREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(44,044,580	)		(16,662,417	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		97,959,592			(557,819,068	)
NET ASSETS:
Beginning of year		694,839,857			1,252,658,925
End of year	$	792,799,449		$	694,839,857

SEE NOTES TO FINANCIAL STATEMENTS.

A6

	SP INTERNATIONAL GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 97.1%
COMMON STOCKS — 97.1%	Shares	Value (Note 2)
Australia — 2.4%
BHP Billiton Ltd., ADR(a)	15,864	$	1,214,865
CSL Ltd.	32,508		945,313
Woolworths Ltd.	36,974		927,336
WorleyParsons Ltd.	38,798		1,007,411
			4,094,925
Belgium — 2.6%
Anheuser-Busch InBev NV	88,579		4,585,479
Brazil — 5.9%
BM&F BOVESPA SA	193,626		1,362,389
Cyrela Brazil Realty SA	62,600		880,930
Gafisa SA	54,400		882,399
Itau Unibanco Holding SA, ADR	27,024		617,228
JBS SA	65,400		350,102
OGX Petroleo e Gas Participacoes SA	110,000		1,080,413
PDG Realty SA Empreendimentos e Participacoes	57,500		573,018
Petroleo Brasileiro SA (PRFC Shares)	68,542		1,444,461
Petroleo Brasileiro SA, ADR	28,623		1,364,745
Vale SA, ADR(a)	30,000		870,900
Weg SA	82,400		870,856
			10,297,441
Canada — 4.3%
Brookfield Asset Management, Inc. (Class A Stock)	51,897		1,151,076
Canadian National Railway Co.	39,933		2,170,758
Goldcorp, Inc.(a)	31,995		1,258,683
Research In Motion Ltd.*	16,486		1,113,464
Royal Bank of Canada	21,012		1,133,123
Tim Hortons, Inc.	22,648		695,779
			7,522,883
Cayman Islands — 0.3%
Baidu, Inc., ADR*(a)	1,350		555,160
Chaoda Modern Agriculture Holdings Ltd.	12,000		12,774
			567,934
China — 2.1%
China Life Insurance Co. Ltd. (Class H Stock)	285,000		1,394,583
China Railway Construction Corp. (Class H Stock)	756,500		963,973
Ctrip.com International Ltd., ADR*(a)	7,700		553,322
Longtop Financial Technologies Ltd., ADR*(a)	10,790		399,446
Tencent Holdings Ltd.	17,700		382,810
			3,694,134
Denmark — 2.2%
Novo Nordisk A/S (Class B Stock)	42,860		2,736,256
Novozymes A/S (Class B Stock)	3,100		322,517
Vestas Wind Systems A/S*	12,767		777,290
			3,836,063

COMMON STOCKS (continued)	Shares	Value (Note 2)
France — 6.0%
Accor SA	6,161	$	337,143
Alstom SA	38,505		2,692,878
AXA SA	45,587		1,070,336
BNP Paribas	7,071		560,857
Iliad SA	10,103		1,207,348
Publicis Groupe SA	6,933		281,896
Schneider Electric SA	23,305		2,709,732
Vinci SA	27,737		1,560,790
			10,420,980
Germany — 6.2%
BASF SE	32,741		2,026,361
Daimler AG	41,482		2,209,481
E.ON AG	27,185		1,141,064
Infineon Technologies AG*	175,604		976,951
MAN SE	16,060		1,246,129
Metro AG	14,260		870,897
SAP AG	32,998		1,573,117
ThyssenKrupp AG	17,143		644,444
			10,688,444
Hong Kong — 4.5%
ASM Pacific Technology Ltd.	60,500		572,007
Cheung Kong Holdings Ltd.	93,000		1,195,067
China Overseas Land & Investment Ltd.	528,000		1,106,311
China Resources Enterprise	84,000		305,162
CNOOC Ltd.	1,192,800		1,858,313
Esprit Holdings Ltd.	1,864		12,367
Hang Lung Properties Ltd.	73,000		286,186
Li & Fung Ltd.	302,000		1,248,600
Li Ning Co. Ltd.	320,500		1,215,277
			7,799,290
India — 2.6%
HDFC Bank Ltd., ADR(a)	5,684		739,375
ICICI Bank Ltd., ADR(a)	31,266		1,179,041
Infosys Technologies Ltd., ADR	29,763		1,645,001
Reliance Industries Ltd., GDR, 144A*	19,250		902,249
			4,465,666
Indonesia — 0.6%
Bank Rakyat Indonesia	1,280,500		1,029,181
Ireland — 2.6%
Covidien PLC	12,800		612,992
CRH PLC	57,744		1,570,024
Experian PLC	94,629		934,716
Ryanair Holdings PLC, ADR*	51,272		1,375,115
			4,492,847
Israel — 1.9%
Teva Pharmaceutical Industries Ltd., ADR	59,441		3,339,395
Italy — 1.6%
Fiat SpA*	61,688		902,739
Saipem SpA	56,042		1,934,032
			2,836,771

SEE NOTES TO FINANCIAL STATEMENTS.

A7

	SP INTERNATIONAL GROWTH PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Japan — 11.2%
Canon, Inc.	40,300	$	1,714,300
Daikin Industries Ltd.	43,300		1,710,230
Daiwa Securities Group, Inc.	115,000		578,754
FamilyMart Co. Ltd.	18,300		540,245
Fast Retailing Co. Ltd.	5,100		958,491
Honda Motor Co. Ltd.	60,400		2,049,293
Hoya Corp.	44,500		1,187,372
Jupiter Telecommunications Co. Ltd.	1,171		1,158,734
Keyence Corp.	7,300		1,515,069
Kurita Water Industries Ltd.	48,500		1,523,751
Marubeni Corp.	231,000		1,276,039
Mitsubishi Corp.	70,700		1,761,037
Mizuho Financial Group, Inc.	346,500		623,112
Nintendo Co. Ltd.	1,400		334,372
Nippon Electric Glass Co. Ltd.	74,000		1,018,527
Sumco Corp.	16,600		293,329
Terumo Corp.	19,100		1,151,155
			19,393,810
Mexico — 0.7%
Cemex SAB de CV, ADR*	76,425		903,344
Wal-Mart de Mexico SAB de CV (Class V Stock)	67,200		299,477
			1,202,821
Netherlands — 1.6%
Akzo Nobel NV	13,534		897,505
ASML Holding NV	21,118		721,006
Qiagen NV*	53,807		1,211,760
			2,830,271
Singapore — 2.7%
CapitaLand Ltd.	860,500		2,552,726
Noble Group Ltd.	637,000		1,461,120
Wilmar International Ltd.	133,000		604,752
			4,618,598
South Africa — 1.0%
Naspers Ltd. (Class N Stock)	42,500		1,719,982
South Korea — 1.1%
Hyundai Motor Co.*	18,636		1,929,043
Spain — 5.0%
Banco Bilbao Vizcaya Argentaria SA	31,774		579,081
Banco Santander SA	98,337		1,624,985
Industria de Diseno Textil SA	37,494		2,341,592
Telefonica SA	149,403		4,181,643
			8,727,301
Switzerland — 9.2%
ABB Ltd.*	105,580		2,034,456
Actelion Ltd.*	25,045		1,337,664
Credit Suisse Group AG	83,121		4,117,928
Julius Baer Group Ltd.	31,001		1,090,257
Lonza Group AG	9,775		688,737
Nestle SA	21,693		1,052,840
Novartis AG	26,873		1,467,514
Roche Holding AG	10,114		1,729,624

COMMON STOCKS (continued)	Shares	Value (Note 2)
Switzerland (continued)
Sonova Holding AG	5,608	$	679,410
Syngenta AG	2,104		594,186
Zurich Financial Services AG	5,304		1,159,580
			15,952,196
Taiwan — 1.9%
Hon Hai Precision Industry Co. Ltd.	202,362		946,377
MediaTek, Inc.	71,218		1,237,381
Taiwan Semiconductor Manufacturing Co. Ltd.	537,824		1,083,971
			3,267,729
Turkey — 0.6%
Turkiye Garanti Bankasi A/S	238,518		1,011,896
United Kingdom — 15.3%
AMEC PLC	65,828		838,679
Amlin PLC	100,828		582,190
Autonomy Corp. PLC*	87,008		2,112,934
Barclays PLC	294,035		1,295,651
BG Group PLC	125,175		2,260,191
British Sky Broadcasting Group PLC	222,399		2,008,885
Cairn Energy PLC*	176,270		943,623
Capita Group PLC (The)	87,163		1,053,930
Compass Group PLC	77,519		554,764
HSBC Holdings PLC (XHKG)	98,336		1,118,566
HSBC Holdings PLC (XLON)	179,346		2,046,037
Petrofac Ltd.	58,916		986,248
Reckitt Benckiser Group PLC	50,385		2,727,340
Rolls-Royce Group PLC*	232,865		1,813,415
Rolls-Royce Group PLC (Class C Stock)*	22,107,000		35,707
Rotork PLC	31,604		603,891
Standard Chartered PLC	72,010		1,817,954
Tesco PLC	82,677		570,370
Tullow Oil PLC	64,906		1,361,753
Vedanta Resources PLC	42,011		1,757,143
			26,489,271
United States — 1.0%
Transocean Ltd.*	21,641		1,791,875
TOTAL COMMON STOCKS (cost $127,264,730)			168,606,226
RIGHTS*	Units
Brazil
JBS SA, expiring 01/29/10 (cost $0)	94		—
TOTAL LONG-TERM INVESTMENTS (cost $127,264,730)			168,606,226

SEE NOTES TO FINANCIAL STATEMENTS.

A8

	SP INTERNATIONAL GROWTH PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

SHORT-TERM INVESTMENT — 5.9%	Shares	Value (Note 2)
AFFILIATED MONEY MARKET MUTUAL FUND
Dryden Core Investment Fund — Taxable Money Market Series (cost $10,299,741; includes $4,965,587 of cash collateral for securities on loan)(b)(w)(Note 4)	10,299,741	$	10,299,741
TOTAL INVESTMENTS(o) — 103.0% (cost $137,564,471)			178,905,967
LIABILITIES IN EXCESS OF OTHER ASSETS — (3.0)%			(5,244,067	)
NET ASSETS — 100.0%		$	173,661,900

The following abbreviations are used in portfolio descriptions:

144A	Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
ADR	American Depositary Receipt
GDR	Global Depositary Receipt
PRFC	Preference Shares
REIT	Real Estate Investment Trust
XHKG	Hong Kong Stock Exchange
XLON	London Stock Exchange

* Non-income producing security.

(a) All or a portion of security is on loan. The aggregate market value of such securities is $4,846,077; cash collateral of $4,965,587 (included with liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(b) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(o) As of December 31, 2009, 103 securities representing $134,149,281 and 77.2% of net assets were fair valued in accordance with the policies adopted by the Board of Trustees.

(w) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

Investments in Securities	Level 1		Level 2		Level 3
Common Stocks:
Australia	$	1,214,865	$	2,880,060	$	—
Belgium		—		4,585,479		—
Brazil		10,297,441		—		—
Canada		7,522,883		—		—
Cayman Islands		555,160		12,774		—
China		952,768		2,741,366		—
Denmark		—		3,836,063		—
France		—		10,420,980		—
Germany		—		10,688,444		—
Hong Kong		—		7,799,290		—
India		4,465,666		—		—
Indonesia		—		1,029,181		—
Ireland		1,988,107		2,504,740		—
Israel		3,339,395		—		—
Italy		—		2,836,771		—
Japan		—		19,393,810		—
Mexico		1,202,821		—		—
Netherlands		—		2,830,271		—
Singapore		—		4,618,598		—
South Africa		—		1,719,982		—
South Korea		—		1,929,043		—
Spain		—		8,727,301		—
Switzerland		1,090,257		14,861,939		—
Taiwan		—		3,267,729		—
Turkey		—		1,011,896		—
United Kingdom		—		26,489,271		—
United States		1,791,875		—		—
Rights		—		—		—	**
Affiliated Money Market Mutual Fund		10,299,741		—		—
		44,720,979		134,184,988		—
Other Financial Instruments*		—		—		—
Total	$	44,720,979	$	134,184,988	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Common Stocks
Balance as of 12/31/08	$	761,640
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		—
Net purchases (sales)		—
Transfers in and/or out of Level 3		(761,640	)
Balance as of 12/31/09	$	—

** As of December 31, 2009, the Portfolio had one Level 3 security with a fair value of $0.

SEE NOTES TO FINANCIAL STATEMENTS.

A9

	SP INTERNATIONAL GROWTH PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 were as follows:

Oil, Gas & Consumable Fuels	9.8	%
Financial Services	9.7
Pharmaceuticals	6.8
Affiliated Money Market Mutual Fund (2.9% represents investments purchased with collateral from securities on loan)	5.9
Computers	5.2
Real Estate Operation & Development	4.5
Automobile Manufacturers	4.1
Electronic Components	3.6
Construction	3.6
Banks	3.0
Machinery	2.7
Beverages	2.6
Foods	2.4
Chemicals	2.4
Insurance	2.4
Telecommunications	2.4
Metals & Mining	2.2
Commercial Banks	2.2
Consumer Products & Services	2.2
Building Materials	1.9
Semiconductors	1.7
Media	1.7
Retail & Merchandising	1.6
Transportation	1.2
Broadcasting	1.2
Healthcare Products	1.1
Aerospace & Defense	1.0
Office Equipment	1.0
Industrial Machinery	0.9
Holding Companies—Diversified	0.8
Airlines	0.8
Biotechnology	0.8
Conglomerates	0.7
Distribution/Wholesale	0.7
Specialty Retail	0.7
Apparel	0.7
Mineral Resources	0.7
Electronics	0.7
Utilities	0.6
Commercial Services	0.6
Clothing & Apparel	0.5
Oil & Gas	0.5
Internet Software & Services	0.5
Medical Products	0.4
Steel Producers/Products	0.4
Agriculture	0.4
Instruments—Controls	0.4
Business Services	0.3
Hotels, Restaurants & Leisure	0.2
Entertainment & Leisure	0.2
Diversified Operations	0.2
Advertising	0.2
	103.0
Liabilities in excess of other assets	(3.0	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A10

	SP INTERNATIONAL GROWTH PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The Portfolio invested in various derivative instruments during the reporting period. The primary types of risk associated with derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk.

The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not designated as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Equity contracts	Unaffiliated investments	$	—	*	—	$	—

* Includes one security with a fair value of $0.

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Rights		Forward Currency Contracts
Foreign exchange contracts	$	—	$	3,814
Equity contracts		85,218		—
Total	$	85,218	$	3,814

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Rights		Forward Currency Contracts
Foreign exchange contracts	$	—	$	37,327
Equity contracts		—		—
Total		—	$	37,327

For the year ended December 31, 2009, the Portfolio’s average value at settlement date payable for forward foreign currency exchange purchase contracts was $2,304,979 and the average value at settlement date receivable for forward foreign currency exchange sale contracts was $2,300,931.

SEE NOTES TO FINANCIAL STATEMENTS.

A11

SP INTERNATIONAL GROWTH PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments at value, including securities on loan of $4,846,077:
Unaffiliated investments (cost $127,264,730)	$	168,606,226
Affiliated investments (cost $10,299,741)		10,299,741
Foreign currency, at value (cost $821,889)		831,656
Tax reclaim receivable		1,073,002
Receivable for investments sold		209,754
Dividends receivable		105,644
Prepaid expenses		4,782
Receivable for Series shares sold		172
Total Assets		181,130,977
LIABILITIES
Collateral for securities on loan		4,965,587
Payable for investments purchased		1,996,286
Payable for Series shares repurchased		158,658
Management fee payable		124,421
Accrued expenses and other liabilities		110,637
Payable to custodian		109,192
Distribution fee payable		2,313
Administration fee payable		1,388
Affiliated transfer agent fees payable		595
Total Liabilities		7,469,077
NET ASSETS	$	173,661,900
Net assets were comprised of:
Paid-in capital	$	229,879,471
Retained earnings		(56,217,571	)
Net assets, December 31, 2009	$	173,661,900
Class I:
Net asset value and redemption price per share, $162,517,012 / 35,136,004 outstanding shares of beneficial interest	$	4.63
Class II:
Net asset value and redemption price per share, $11,144,888 / 2,454,410 outstanding shares of beneficial interest	$	4.54

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of $457,773 foreign withholding tax)	$	4,624,392
Affiliated dividend income		51,499
Affiliated income from securities lending, net		33,862
		4,709,753
EXPENSES
Management fee		1,844,308
Distribution fee—Class II		24,590
Administration fee—Class II		14,754
Custodian’s fees and expenses		176,000
Shareholders’ reports		46,000
Audit fee		31,000
Trustees’ fees		10,000
Transfer agent’s fees and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Legal fees and expenses		6,000
Insurance expenses		5,000
Commitment fee on syndicated credit agreement		4,000
Loan interest expense (Note 8)		959
Miscellaneous		24,603
Total expenses		2,197,214
NET INVESTMENT INCOME		2,512,539
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES
Net realized loss on:
Investment transactions		(17,202,910	)
Foreign currency transactions		(893,648	)
		(18,096,558	)
Net change in unrealized appreciation (depreciation) on:
Investments		86,134,131
Foreign currencies		184,558
		86,318,689
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES		68,222,131
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	70,734,670

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	2,512,539		$	4,894,643
Net realized loss on investment and foreign currency transactions		(18,096,558	)		(74,000,995	)
Net change in unrealized appreciation (depreciation) on investments and foreign currencies		86,318,689			(161,195,020	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		70,734,670			(230,301,372	)
DISTRIBUTIONS
Class I		(4,665,219	)		(70,133,161	)
Class II		(129,607	)		(5,535,160	)
TOTAL DISTRIBUTIONS		(4,794,826	)		(75,668,321	)
SERIES SHARE TRANSACTIONS (NOTE 7):
Series shares sold		27,320,659			53,349,858
Series shares issued in reinvestment of distributions		4,794,826			75,668,321
Series shares repurchased		(141,293,319	)		(137,692,011	)
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(109,177,834	)		(8,673,832	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		(43,237,990	)		(314,643,525	)
NET ASSETS:
Beginning of year		216,899,890			531,543,415
End of year	$	173,661,900		$	216,899,890

SEE NOTES TO FINANCIAL STATEMENTS.

A12

	SP INTERNATIONAL VALUE PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 98.6%
COMMON STOCKS — 98.6%	Shares	Value (Note 2)
Australia — 4.3%
AWB Ltd.*	328,700	$	331,599
BHP Billiton Ltd.	51,542		1,972,338
Challenger Financial Services Group Ltd.	190,900		718,536
Downer EDI Ltd.	109,200		909,425
Emeco Holdings Ltd.	611,315		432,582
Goodman Fielder Ltd.	339,700		494,671
Macquarie Group Ltd.	13,200		565,569
Metcash Ltd.	131,700		528,084
Onesteel Ltd.	214,500		644,267
Pacific Brands Ltd.*	502,100		506,481
Tabcorp Holdings Ltd.	142,800		885,978
Telstra Corp. Ltd.	236,900		728,318
			8,717,848
Austria — 0.2%
Voestalpine AG	12,200		445,709
Belgium — 1.1%
AGFA-Gevaert NV*	84,400		544,053
Delhaize Group SA	13,100		1,002,140
Dexia NV/SA*	24,800		156,110
Solvay SA	5,100		549,246
			2,251,549
Brazil — 2.2%
BM&F BOVESPA SA	155,650		1,095,182
Embraer-Empresa Brasileira de Aeronautica SA, ADR	30,840		681,873
Natura Cosmeticos SA	53,800		1,122,044
Petroleo Brasileiro SA, ADR	32,390		1,544,355
			4,443,454
Canada — 2.8%
Canadian National Railway Co.	32,760		1,796,107
Canadian Natural Resources Ltd.	21,689		1,576,100
Potash Corp. of Saskatchewan, Inc.	11,360		1,232,560
Rogers Communications, Inc. (Class B Stock)	37,740		1,179,634
			5,784,401
Cayman Islands — 0.4%
Baidu, Inc., ADR*	1,880		773,112
China — 2.6%
China Merchants Bank Co. Ltd. (Class H Stock)	687,326		1,788,354
Industrial & Commercial Bank of China Ltd. (Class H Stock)	2,929,520		2,412,646
Sinopharm Group Co. (Class H Stock)*	293,200		1,041,822
			5,242,822
Denmark — 2.1%
Danske Bank A/S*	13,800		309,802
H. Lundbeck A/S	25,300		457,100
Novo Nordisk A/S (Class B Stock)	31,070		1,983,562
Vestas Wind Systems A/S*	23,564		1,434,642
			4,185,106

COMMON STOCKS (continued)	Shares	Value (Note 2)
Finland — 0.7%
Nokia Oyj	49,100	$	634,862
Rautaruukki Oyj	10,900		252,133
Tieto Oyj	21,500		446,721
			1,333,716
France — 10.6%
Air Liquide SA	13,298		1,581,501
AXA SA	99,990		2,347,662
BNP Paribas	38,870		3,083,089
Cap Gemini SA	9,500		433,391
Casino Guichard Perrachon SA	6,400		570,208
Ciments Francais SA	4,200		444,981
Credit Agricole SA	33,400		586,165
France Telecom SA	20,300		507,261
Lafarge SA	19,499		1,605,822
Lagardere SCA	12,800		518,215
LVMH Moet Hennessy Louis Vuitton SA	20,155		2,259,933
Rallye SA	12,800		447,139
Safran SA	59,300		1,158,679
Sanofi-Aventis SA	28,100		2,209,862
SCOR SE	19,100		479,831
SEB SA	7,200		408,445
Societe Generale	6,000		416,879
Thales SA	9,300		477,976
Total SA	10,200		655,145
Vivendi	46,900		1,391,978
			21,584,162
Germany — 8.1%
Allianz SE	8,000		991,679
BASF SE	12,500		773,633
Deutsche Bank AG	37,030		2,618,390
Deutsche Lufthansa AG	25,300		427,208
E.ON AG	60,573		2,542,493
Fresenius Medical Care AG & Co. KGaA	27,930		1,481,601
Hannover Rueckversicherung AG*	9,300		434,499
MTU Aero Engines Holding AG	9,700		527,918
Muenchener Rueckversicherungs-Gesellschaft AG	5,500		856,678
Rheinmetall AG	14,800		939,634
RWE AG	9,900		960,718
SAP AG	43,792		2,087,700
Suedzucker AG	21,700		452,130
ThyssenKrupp AG	13,800		518,773
Tognum AG	28,600		473,435
Vossloh AG	3,200		317,952
			16,404,441
Greece — 0.8%
National Bank of Greece SA*	62,580		1,607,796
Guernsey — 0.5%
Amdocs Ltd.*	36,160		1,031,645
Hong Kong — 3.0%
Chaoda Modern Agriculture Holdings Ltd.	567,462		604,059
CNOOC Ltd.	1,174,195		1,829,328

SEE NOTES TO FINANCIAL STATEMENTS.

A13

	SP INTERNATIONAL VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Hong Kong (continued)
First Pacific Co.	986,400	$	599,507
Hong Kong Exchanges and Clearing Ltd.	109,077		1,940,741
Kingboard Chemical Holdings Ltd.	120,000		472,788
Noble Group Ltd.	282,000		646,838
Solomon Systech International Ltd.	525,000		53,430
			6,146,691
Ireland — 0.6%
Covidien PLC	21,550		1,032,030
Irish Life & Permanent PLC*	45,500		213,709
			1,245,739
Israel — 1.3%
Teva Pharmaceutical Industries Ltd., ADR	48,009		2,697,146
Italy — 2.3%
Banco Popolare Scarl*	23,700		177,541
Enel SpA	177,100		1,025,300
ENI SpA	31,400		799,625
Finmeccanica SpA	48,400		774,926
Fondiaria-SAI SpA	17,000		270,255
Intesa Sanpaolo SpA*	253,882		1,142,474
Telecom Italia SpA	314,100		489,979
			4,680,100
Japan — 16.0%
Aoyama Trading Co. Ltd.	30,100		384,207
Astellas Pharma, Inc.	31,200		1,164,036
Circle K Sunkus Co. Ltd.	31,000		382,408
Comsys Holdings Corp.	50,500		531,243
Cosmo Oil Co. Ltd.	239,000		502,193
Fanuc Ltd.	14,412		1,343,227
Fukuoka Financial Group, Inc.	180,000		627,300
Fuyo General Lease Co. Ltd.	8,400		177,759
Hitachi Capital Corp.	31,300		380,555
Itochu Techno-Solutions Corp.	17,400		467,251
Kddi Corp.	150		794,507
Keihin Corp.	39,600		591,977
Keiyo Bank Ltd. (The)	121,000		538,328
Komatsu Ltd.	115,713		2,422,356
Konami Corp.	30,000		535,632
Kurabo Industries Ltd.	108,000		164,576
Kyoei Steel Ltd.	14,600		269,073
Kyorin Co. Ltd.	25,000		366,266
Kyowa Exeo Corp.	44,700		380,341
Marubeni Corp.	234,300		1,294,268
Miraca Holdings, Inc.	15,200		418,321
Mitsubishi Corp.	19,500		485,717
Mitsubishi Tanabe Pharma Corp.	41,000		511,592
Mitsubishi UFJ Financial Group, Inc.	316,390		1,558,469
Mitsui & Co. Ltd.	39,200		556,096
Mizuho Financial Group, Inc.	199,200		358,222
Namco Bandai Holdings Inc	56,700		541,655
Nichirei Corp.	134,000		465,206
Nifco, Inc.	23,000		459,452
Nintendo Co. Ltd.	2,410		575,597
Nippon Light Metal Co. Ltd.*	112,000		96,546

COMMON STOCKS (continued)	Shares	Value (Note 2)
Japan (continued)
Nippon Oil Corp.	111,000	$	514,608
Nippon Shokubai Co. Ltd.	61,000		524,377
Nippon Telegraph & Telephone Corp.	12,600		497,739
Nissan Shatai Co. Ltd.	56,000		500,412
NTT DoCoMo, Inc.	400		558,195
Onward Holdings Co. Ltd.	63,000		389,792
Ricoh Co. Ltd.	34,000		487,178
Sankyo Co. Ltd.	10,300		515,755
Sankyu, Inc.	110,000		565,819
Sanwa Holdings Corp.	136,000		348,490
Seino Holding Co. Ltd.	60,000		380,849
Shimachu Co. Ltd.	22,500		443,439
Shizuoka Gas Co. Ltd.	77,000		495,124
Sumitomo Corp.	53,900		548,850
Sumitomo Mitsui Financial Group, Inc.	30,100		863,731
Sumitomo Trust & Banking Co. Ltd. (The)	43,000		211,132
Takeda Pharmaceutical Co. Ltd.	30,500		1,256,639
Takefuji Corp.	62,000		260,218
Tokyo Steel Manufacturing Co. Ltd.	26,200		294,951
Toppan Forms Co. Ltd.	50,100		522,481
Toyota Motor Corp.	51,100		2,154,425
Tsuruha Holdings, Inc.	13,300		475,668
Yokohama Rubber Co. Ltd. (The)	82,700		365,602
			32,519,850
Liechtenstein — 0.1%
Verwaltungs-und Privat-Bank AG	2,900		284,925
Mexico — 1.5%
America Movil SAB de CV (Class L Stock), ADR	29,393		1,380,883
Wal-Mart de Mexico SAB de CV (Class V Stock)	378,430		1,686,475
			3,067,358
Netherlands — 3.8%
CSM NV	19,501		512,225
ING Groep NV, ADR*	126,600		1,219,206
Koninklijke (Royal) Philips Electronics NV	19,900		588,230
Koninklijke DSM NV	11,200		550,294
Nutreco Holding NV	7,000		393,472
Royal Dutch Shell PLC (Class B Stock)	105,500		3,072,494
Schlumberger Ltd.	21,250		1,383,163
			7,719,084
New Zealand — 0.2%
Air New Zealand Ltd.	580,000		509,022
Norway — 0.5%
DnB NOR ASA*	44,800		483,648
Statoil ASA	21,037		524,655
			1,008,303
Portugal — 0.3%
Portugal Telecom SGPS SA	43,200		527,130

SEE NOTES TO FINANCIAL STATEMENTS.

A14

	SP INTERNATIONAL VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Singapore — 0.9%
MobileOne Ltd.	293,000	$	393,893
Oversea-Chinese Banking Corp. Ltd.	144,000		927,237
Venture Corp. Ltd.	92,000		577,143
			1,898,273
South Korea — 0.5%
Hyundai Motor Co.*	10,261		1,062,133
Spain — 3.8%
Banco Bilbao Vizcaya Argentaria SA	69,800		1,272,106
Banco Espanol de Credito SA	39,000		477,754
Banco Santander SA	154,600		2,554,711
Repsol YPF SA	38,000		1,019,714
Telefonica SA	85,110		2,382,145
			7,706,430
Sweden — 1.5%
Boliden AB	64,600		827,801
Hennes & Mauritz AB (Class B Stock)	31,437		1,742,765
Svenska Cellulosa AB SCA (Class B Stock)	37,200		495,977
			3,066,543
Switzerland — 6.9%
Baloise Holding AG	8,500		705,733
Clariant AG*	61,900		731,975
Credit Suisse Group AG	8,200		406,239
Georg Fischer AG*	1,400		349,354
Julius Baer Group Ltd.	20,932		736,146
Logitech International SA*	45,570		790,405
Nestle SA	44,700		2,169,453
Novartis AG	62,352		3,404,996
Roche Holding AG	8,565		1,464,725
Swiss Reinsurance Co. Ltd.	17,800		852,703
Swisscom AG	3,200		1,222,120
Zurich Financial Services AG	5,500		1,202,430
			14,036,279
Taiwan — 0.3%
Taiwan Semiconductor Manufacturing Co. Ltd., ADR	45,524		520,794
Turkey — 0.5%
Turkcell Iletisim Hizmet A/S	147,490		1,041,810
United Kingdom — 17.5%
ARM Holdings PLC	296,500		846,637
AstraZeneca PLC	33,300		1,565,005
Aviva PLC	72,600		461,818
Barclays PLC	125,400		552,569
Beazley PLC	207,230		333,562
BP PLC	353,135		3,409,928
Brit Insurance Holdings NV	129,500		408,982
British American Tobacco PLC	59,012		1,915,723
British Sky Broadcasting Group PLC	152,745		1,379,714
BT Group PLC	150,000		326,674
Cairn Energy PLC*	91,800		491,431
Carnival PLC*	49,113		1,673,188
Centrica PLC	109,200		494,626
Dairy Crest Group PLC	40,400		235,561
Davis Service Group PLC	74,900		480,475

COMMON STOCKS (continued)	Shares	Value (Note 2)
United Kingdom (continued)
Drax Group PLC	66,400	$	442,677
DS Smith PLC	260,700		533,216
GlaxoSmithKline PLC	88,700		1,880,959
Home Retail Group PLC	149,600		678,505
IMI PLC	68,400		570,544
Kingfisher PLC	394,130		1,450,872
Legal & General Group PLC	394,400		507,384
Lloyds Banking Group PLC*	309,285		248,844
Marston’s PLC	104,410		147,787
Meggitt PLC	122,700		513,661
Northern Foods PLC	162,900		174,730
Old Mutual PLC*	678,700		1,188,535
Pearson PLC	72,851		1,044,534
Reckitt Benckiser Group PLC	37,286		2,018,291
RSA Insurance Group PLC	195,300		379,424
SABMiller PLC	50,040		1,470,877
Smith & Nephew PLC	86,450		889,257
Spectris PLC	45,900		545,951
Standard Chartered PLC	72,997		1,842,871
Tate & Lyle PLC	67,800		471,577
Tesco PLC	205,627		1,418,574
Thomas Cook Group PLC	150,100		554,495
TT Electronics PLC*	127,500		150,138
Tullett Prebon PLC	119,900		536,817
Vodafone Group PLC	549,400		1,272,250
			35,508,663
United States — 0.7%
Southern Copper Corp.	26,350		867,178
Synthes, Inc.	3,668		479,753
			1,346,931
TOTAL COMMON STOCKS (cost $186,984,726)			200,398,965
	Units
RIGHTS*
Belgium
Fortis, expiring 03/09/14 (cost $0)	22,900		—
TOTAL LONG-TERM INVESTMENTS (cost $186,984,726)			200,398,965
	Shares
SHORT-TERM INVESTMENT — 0.4%
AFFILIATED MONEY MARKET MUTUAL FUND
Dryden Core Investment Fund — Taxable Money Market Series (cost $889,444)(w)(Note 4)	889,444		889,444
TOTAL INVESTMENTS(o) — 99.0% (cost $187,874,170)		$	201,288,409
OTHER ASSETS IN EXCESS OF LIABILITIES(x) — 1.0%			1,974,262
NET ASSETS — 100.0%		$	203,262,671

SEE NOTES TO FINANCIAL STATEMENTS.

A15

	SP INTERNATIONAL VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The following abbreviations are used in the Portfolio descriptions:

ADR	American Depositary Receipt
AUD	Australian Dollar
BRL	Brazilian Real
HKD	Hong Kong Dollar
MXN	Mexican Peso

* Non-income producing security.

(o) As of December 31, 2009, 207 securities representing $176,540,963 and 86.9% of net assets were fair valued in accordance with the policies adopted by the Board of Trustees.

(w) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

(x) Other assets in excess of liabilities includes net unrealized appreciation (depreciation) on forward foreign currency exchange contracts as follows:

Forward foreign currency exchange contracts outstanding at December 31, 2009:

Purchase Contracts	Counterparty	Notional Amount (000)		Value at Settlement Date Payable		Current Value		Unrealized Appreciation
Australian Dollar,
Expiring 01/04/10	UBS Securities LLC	AUD	53	$	47,294	$	47,367	$	73
Brazilian Real,
Expiring 01/22/10	State Street Bank	BRL	1,335		759,170		763,057		3,887
Expiring 01/22/10	State Street Bank	BRL	1,072		611,761		612,446		685
Expiring 01/22/10	State Street Bank	BRL	375		214,286		214,342		56
Hong Kong Dollar,
Expiring 01/04/10	UBS Securities LLC	HKD	531		68,429		68,434		5
				$	1,700,940	$	1,705,646	$	4,706
Sale Contracts	Counterparty	Notional Amount (000)		Value at Settlement Date Receivable		Current Value		Unrealized Appreciation (Depreciation)
Brazilian Real,
Expiring 01/22/10	State Street Bank	BRL	6,395	$	3,588,041	$	3,654,955	$	(66,914	)
Mexican Peso,
Expiring 05/28/10	State Street Bank	MXN	36,880		2,799,879		2,768,370		31,509
				$	6,387,920	$	6,423,325	$	(35,405	)

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

Investments in Securities	Level 1		Level 2		Level 3
Common Stocks:
Australia	$	—	$	8,717,848	$	—
Austria		—		445,709		—
Belgium		—		2,251,549		—
Brazil		4,443,454		—		—
Canada		5,784,401		—		—
Cayman Islands		773,112		—		—
China		1,041,822		4,201,000		—
Denmark		—		4,185,106		—
Finland		—		1,333,716		—
France		—		21,584,162		—
Germany		—		16,404,441		—
Greece		—		1,607,796		—
Guernsey		1,031,645		—		—
Hong Kong		—		6,146,691		—
Ireland		1,032,030		213,709		—

SEE NOTES TO FINANCIAL STATEMENTS.

A16

	SP INTERNATIONAL VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Investments in Securities (continued)	Level 1		Level 2			Level 3
Israel	$	2,697,146	$	—		$	—
Italy		—		4,680,100			—
Japan		—		32,519,850			—
Liechtenstein		—		284,925			—
Mexico		3,067,358		—			—
Netherlands		1,383,163		6,335,921			—
New Zealand		—		509,022			—
Norway		—		1,008,303			—
Portugal		—		527,130			—
Singapore		—		1,898,273			—
South Korea		—		1,062,133			—
Spain		—		7,706,430			—
Sweden		—		3,066,543			—
Switzerland		736,146		13,300,133			—
Taiwan		520,794		—			—
Turkey		—		1,041,810			—
United Kingdom		—		35,508,663			—
United States		1,346,931		—			—
Rights		—		—			—	**
Affiliated Money Market Mutual Fund		889,444		—			—
		24,747,446		176,540,963			—
Other Financial Instuments*		—		(30,699	)		—
Total	$	24,747,446	$	176,510,264		$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Common Stocks
Balance as of 12/31/08	$	1,985,689
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		—
Net purchases (sales)		—
Transfers in and/or out of Level 3		(1,985,689	)
Balance as of 12/31/09	$	—	**

** As of December 31, 2009, the Portfolio had one Level 3 security with a fair value of $0.

SEE NOTES TO FINANCIAL STATEMENTS.

A17

	SP INTERNATIONAL VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of investments and other assets in excess of liabilities shown as a percentage of net assets as of December 31, 2009 were as follows:

Banks	12.3	%
Insurance	5.6
Oil & Gas	5.1
Pharmaceuticals	4.8
Pharmaceuticals & Biotechnology	4.7
Telecommunications	3.9
Diversified Financials	3.8
Materials	3.6
Energy	3.3
Telecommunication Services	3.0
Capital Goods	2.9
Food, Beverage, & Tobacco	2.7
Foods	2.5
Healthcare Equipment & Services	2.4
Electric	2.2
Software/Services	2.2
Media	2.2
Chemicals	1.8
Aerospace/Defense	1.8
Automobiles & Components	1.6
Retailing	1.6
Household & Personal Products	1.6
Food & Drug Retailing	1.5
Diversified Financial Services	1.5
Distribution/Wholesale	1.4
Transportation	1.4
Retail	1.3
Iron / Steel	1.2
Electronics	1.2
Consumer Durables & Apparel	1.1

Engineering/Construction	0.9	%
Auto Parts & Equipment	0.9
Holding Companies — Diversified	0.8
Hotels, Restaurants & Leisure	0.8
Commercial Services	0.7
Machinery & Equipment	0.7
Entertainment	0.7
Semiconductors & Semiconductor Equipment	0.7
Computers	0.6
Miscellaneous Manufacturing	0.5
Agriculture	0.5
Gas	0.4
Airlines	0.4
Mining	0.4
Affiliated Money Market Mutual Fund	0.4
Building Materials	0.4
Technology Hardware & Equipment	0.4
Leisure Time	0.3
Toys	0.3
Software	0.3
Forest & Paper Products	0.3
Household Products / Wares	0.2
Automobile Manufacturers	0.2
Paper & Forest Products	0.2
Office Equipment	0.2
Home Furnishings	0.2
Apparel	0.2
Textiles	0.1
Beverages	0.1
	99.0
Other assets in excess of liabilities	1.0
	100.0	%

The Portfolio invested in various derivative instruments during the reporting period. The primary types of risk associated with derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Portfolio’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative instruments as of December 31, 2009 as presented in the Statement of Assets and Liabilities:

Derivatives not accounted for as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Equity contracts	Unaffiliated investments	$	—	*	—	$	—
Foreign exchange contracts	Unrealized appreciation on foreign currency forward contracts		36,215		Unrealized depreciation on foreign currency forward contracts		66,914
		$	36,215			$	66,914

* Includes one security with a fair value of $0.

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Rights			Warrants		Forward Currency Contracts			Total
Foreign exchange contracts	$	—		$	—	$	(849,670	)	$	(849,670	)
Equity contracts		(910,213	)		4,461		—			(905,752	)
Total	$	(910,213	)	$	4,461	$	(849,670	)	$	(1,755,422	)

SEE NOTES TO FINANCIAL STATEMENTS.

A18

	SP INTERNATIONAL VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Rights		Forward Currency Contracts		Total
Foreign exchange contracts	$	—	$	133,274	$	133,274
Equity contracts		—		—		—
Total	$	—	$	133,274	$	133,274

For the year ended December 31, 2009, the Portfolio’s average value at settlement date payable for forward foreign currency exchange purchase contracts was $3,704,207 and the average value at settlement date receivable for forward foreign currency exchange sale contracts was $10,551,247.

SEE NOTES TO FINANCIAL STATEMENTS.

A19

SP INTERNATIONAL VALUE PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments at value:
Unaffiliated investments (cost $186,984,726)	$	200,398,965
Affiliated investments (cost $889,444)		889,444
Foreign currency, at value (cost $486,394)		478,022
Cash		30,513
Tax reclaim receivable		1,424,697
Receivable for investments sold		305,691
Dividends and interest receivable		148,169
Unrealized appreciation on foreign currency forward contracts		36,215
Prepaid expenses		4,153
Receivable for Series shares sold		1,873
Total Assets		203,717,742
LIABILITIES
Management fee payable		154,089
Accrued expenses and other liabilities		152,103
Payable for investments purchased		79,721
Unrealized depreciation on foreign currency forward contracts		66,914
Payable for Series shares repurchased		1,649
Affiliated transfer agent fees payable		595
Total Liabilities		455,071
NET ASSETS	$	203,262,671
Net assets were comprised of:
Paid-in capital	$	238,471,494
Retained earnings		(35,208,823	)
Net assets, December 31, 2009	$	203,262,671
Net asset value and redemption price per share, $203,262,671 / 32,018,299 outstanding shares of beneficial interest	$	6.35

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of $713,381 foreign withholding tax)	$	6,873,119
Affiliated dividend income		51,291
Interest income		165
		6,924,575
EXPENSES
Management fee		2,188,487
Custodian’s fees and expenses		192,000
Shareholders’ reports		25,000
Audit fee		23,000
Trustees’ fees		10,000
Transfer agent’s fees and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Legal fees and expenses		5,000
Insurance expenses		5,000
Loan interest expense (Note 8)		5,577
Commitment fee on syndicated credit agreement		3,000
Miscellaneous		27,308
Total expenses		2,494,372
NET INVESTMENT INCOME		4,430,203
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES
Net realized loss on:
Investment transactions		(34,658,359	)
Foreign currency transactions		(952,732	)
		(35,611,091	)
Net change in unrealized appreciation (depreciation) on:
Investments		104,071,846
Foreign currencies		114,622
		104,186,468
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES		68,575,377
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	73,005,580

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	4,430,203		$	7,948,362
Net realized loss on investment and foreign currency transactions		(35,611,091	)		(17,134,095	)
Net change in unrealized appreciation (depreciation) on investments and foreign currencies		104,186,468			(178,187,733	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		73,005,580			(187,373,466	)
DISTRIBUTIONS		(7,801,297	)		(63,282,147	)
SERIES SHARE TRANSACTIONS:
Series shares sold [5,386,533 and 5,480,269 shares, respectively]		27,653,179			30,802,427
Series shares issued in reinvestment of distributions [1,434,062 and 8,000,271, respectively]		7,801,297			63,282,147
Series shares repurchased [23,029,776 and 11,702,481 shares, respectively]		(135,909,297	)		(98,546,520	)
DECREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(100,454,821	)		(4,461,946	)
TOTAL DECREASE IN NET ASSETS		(35,250,538	)		(255,117,559	)
NET ASSETS:
Beginning of year		238,513,209			493,630,768
End of year	$	203,262,671		$	238,513,209

SEE NOTES TO FINANCIAL STATEMENTS.

A20

	SP MID CAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 98.8%
COMMON STOCKS	Shares	Value (Note 2)
Aerospace — 0.8%
Rockwell Collins, Inc.(a)	11,500	$	636,640
Air Freight & Logistics — 1.2%
C.H. Robinson Worldwide, Inc.	17,100		1,004,283
Apparel — 0.2%
Polo Ralph Lauren Corp.	2,500		202,450
Automobile Manufacturers — 0.6%
CarMax, Inc.*(a)	20,000		485,000
Biotechnology — 2.7%
Alexion Pharmaceuticals, Inc.*	17,000		829,940
Human Genome Sciences, Inc.*(a)	20,000		612,000
Talecris Biotherapeutics Holdings Corp.*	35,000		779,450
			2,221,390
Cable — 0.5%
Scripps Networks Interactive, Inc. (Class A Stock)	10,000		415,000
Chemicals — 3.0%
Airgas, Inc.	28,500		1,356,600
Ecolab, Inc.	25,000		1,114,500
			2,471,100
Clothing & Apparel — 0.6%
Coach, Inc.(a)	13,000		474,890
Commercial Services — 1.7%
Alliance Data Systems Corp.*(a)	7,500		484,425
Verisk Analytics, Inc. (Class A Stock)*	30,000		908,400
			1,392,825
Commercial Services & Supplies — 1.4%
HMS Holdings Corp.*	15,000		730,350
Nalco Holding Co.	16,500		420,915
			1,151,265
Computer Hardware — 1.9%
Cognizant Technology Solutions Corp. (Class A Stock)*	20,000		906,000
Western Digital Corp.*	15,000		662,250
			1,568,250
Computer Services & Software — 4.7%
Allscripts-Misys Healthcare Solutions, Inc.*(a)	30,000		606,900
Avago Technologies Ltd. (Singapore)*(a)	30,000		548,700
IHS, Inc. (Class A Stock)*(a)	20,400		1,118,124
MICROS Systems, Inc.*(a)	13,000		403,390
salesforce.com, Inc.*	6,000		442,620
Sybase, Inc.*(a)	16,500		716,100
			3,835,834
Computers & Peripherals — 0.8%
NetApp, Inc.*	20,000		687,800
Consumer Products & Services — 1.5%
Avon Products, Inc.	14,000		441,000
Church & Dwight Co., Inc.	13,000		785,850
			1,226,850
Distribution/Wholesale — 2.2%
Fastenal Co.(a)	24,000		999,360
W.W. Grainger, Inc.	8,500		823,055
			1,822,415

COMMON STOCKS (continued)	Shares	Value (Note 2)
Diversified Financial Services — 2.6%
Artio Global Investors, Inc.*	13,500	$	344,115
IntercontinentalExchange, Inc.*(a)	8,000		898,400
Invesco Ltd. (Bermuda)	37,500		880,875
			2,123,390
Diversified Machinery — 0.8%
Flowserve Corp.	6,500		614,445
Education — 2.3%
DeVry, Inc.	15,500		879,315
Strayer Education, Inc.(a)	4,800		1,019,952
			1,899,267
Electrical Equipment — 0.9%
Roper Industries, Inc.(a)	13,500		706,995
Electronic Components — 4.5%
AMETEK, Inc.(a)	26,500		1,013,360
Amphenol Corp. (Class A Stock)	18,000		831,240
Dolby Laboratories, Inc. (Class A Stock)*(a)	22,000		1,050,060
Trimble Navigation Ltd.*(a)	30,000		756,000
			3,650,660
Electronics — 0.9%
National Instruments Corp.	25,000		736,250
Entertainment & Leisure — 4.1%
Bally Technologies, Inc.*	9,250		381,933
DreamWorks Animation SKG, Inc. (Class A Stock)*	15,000		599,250
Penn National Gaming, Inc.*	34,500		937,710
WMS Industries, Inc.*(a)	35,000		1,400,000
			3,318,893
Environmental Control — 1.8%
Stericycle, Inc.*(a)	26,000		1,434,420
Financial Services — 2.1%
Affiliated Managers Group, Inc.*(a)	11,500		774,525
MSCI, Inc. (Class A Stock)*	30,000		954,000
			1,728,525
Food — 0.6%
J.M. Smucker Co. (The)	7,500		463,125
Healthcare Products — 3.4%
Edwards Lifesciences Corp.*	8,500		738,225
Intuitive Surgical, Inc.*(a)	1,500		454,980
Masimo Corp.*(a)	10,500		319,410
ResMed, Inc.*(a)	8,500		444,295
Sirona Dental System, Inc.*	13,000		412,620
Volcano Corp.*	22,500		391,050
			2,760,580
Home Entertainment Software — 0.9%
Activision Blizzard, Inc.*	66,500		738,815
Internet — 0.5%
GSI Commerce, Inc.*	15,000		380,850
Internet Services — 2.2%
Equinix, Inc.*(a)	10,000		1,061,500
priceline.com, Inc.*	3,500		764,750
			1,826,250

SEE NOTES TO FINANCIAL STATEMENTS.

A21

	SP MID CAP GROWTH PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Manufacturing — 1.2%
Danaher Corp.	13,000	$	977,600
Media — 0.9%
Cablevision Systems Corp. (Class A Stock)	15,000		387,300
Discovery Communications, Inc. (Class A Stock)*(a)	12,500		383,375
			770,675
Medical Products — 0.4%
Dendreon Corp.*	11,500		302,220
Medical Supplies & Equipment — 1.2%
NuVasive, Inc.*(a)	18,000		575,640
PSS World Medical, Inc.*(a)	17,000		383,690
			959,330
Metals & Mining — 2.6%
Alpha Natural Resources, Inc.*(a)	7,500		325,350
Cliffs Natural Resources, Inc.(a)	13,500		622,215
Precision Castparts Corp.	10,500		1,158,675
			2,106,240
Oil & Gas Services — 2.6%
CARBO Ceramics, Inc.(a)	18,000		1,227,060
Core Laboratories NV (Netherlands)(a)	7,550		891,806
			2,118,866
Oil, Gas & Consumable Fuels — 5.9%
Cabot Oil & Gas Corp.	12,500		544,875
Concho Resources, Inc.*(a)	35,000		1,571,500
Oceaneering International, Inc.*	8,000		468,160
Range Resources Corp.	21,500		1,071,775
Southwestern Energy Co.*	23,500		1,132,700
			4,789,010
Pharmaceuticals — 4.9%
BioMarin Pharmaceutical, Inc.*	15,000		282,150
Express Scripts, Inc.*	16,000		1,383,200
Mead Johnson Nutrition Co. (Class A Stock)	21,500		939,550
Mylan, Inc.*	35,000		645,050
Vertex Pharmaceuticals, Inc.*(a)	16,500		707,025
			3,956,975
Printing & Publishing — 1.7%
VistaPrint NV (Netherlands)*(a)	24,500		1,388,170
Retail & Merchandising — 6.7%
Bed Bath & Beyond, Inc.*(a)	23,500		907,805
Dollar Tree, Inc.*	16,000		772,800
J. Crew Group, Inc.*(a)	16,000		715,840
Nordstrom, Inc.(a)	24,000		901,920
Ross Stores, Inc.	28,000		1,195,880
Tiffany & Co.	6,500		279,500
TJX Cos., Inc.	19,500		712,725
			5,486,470
Semiconductors — 5.6%
Analog Devices, Inc.	25,000		789,500
Marvell Technology Group Ltd. (Bermuda)*	44,000		913,000
Microchip Technology, Inc.(a)	36,000		1,046,160

COMMON STOCKS (continued)	Shares	Value (Note 2)
Semiconductors (continued)
Novellus Systems, Inc.*	18,500	$	431,790
Rovi Corp.*(a)	22,500		717,075
Varian Semiconductor Equipment Associates, Inc.*(a)	18,000		645,840
			4,543,365
Semiconductors & Semiconductor Equipment — 1.2%
Silicon Laboratories, Inc.*	20,000		966,800
Software — 3.2%
ANSYS, Inc.*(a)	26,000		1,129,960
Citrix Systems, Inc.*(a)	10,500		436,905
McAfee, Inc.*	10,000		405,700
MedAssets, Inc.*(a)	20,000		424,200
Solera Holdings, Inc.(a)	6,000		216,060
			2,612,825
Specialty Retail — 2.8%
Urban Outfitters, Inc.*	50,000		1,749,500
Williams-Sonoma, Inc.(a)	24,500		509,110
			2,258,610
Telecommunications — 5.5%
American Tower Corp. (Class A Stock)*	22,000		950,620
Crown Castle International Corp.*(a)	11,500		448,960
Juniper Networks, Inc.*	31,500		840,105
NII Holdings, Inc.*	16,000		537,280
SBA Communications Corp. (Class A Stock)*(a)	50,000		1,708,000
			4,484,965
Transportation — 1.0%
J.B. Hunt Transport Services, Inc.	26,000		839,020
TOTAL LONG-TERM INVESTMENTS (cost $67,503,006)			80,539,598
SHORT-TERM INVESTMENT — 38.4%
AFFILIATED MONEY MARKET MUTUAL FUND
Dryden Core Investment Fund — Taxable Money Market Series (cost $31,269,732; includes $30,175,990 of cash collateral for securities on loan)(b)(w)(Note 4)	31,269,732		31,269,732
TOTAL INVESTMENTS — 137.2% (cost $98,772,738)			111,809,330
LIABILITIES IN EXCESS OF OTHER ASSETS — (37.2)%			(30,310,688	)
NET ASSETS — 100.0%		$	81,498,642

* Non-income producing security.

(a) All or a portion of security is on loan. The aggregate market value of such securities is $29,195,297; cash collateral of $30,175,990 (included with liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(b) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(w) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

SEE NOTES TO FINANCIAL STATEMENTS.

A22

	SP MID CAP GROWTH PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks	$	80,539,598	$	—	$	—
Affiliated Money Market Mutual Fund		31,269,732		—		—
		111,809,330		—		—
Other Financial Instruments*		—		—		—
Total	$	111,809,330	$	—	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 were as follows:

Affiliated Money Market Mutual Fund (37.0% represents investments purchased with collateral from securities on loan)	38.4	%
Retail & Merchandising	6.7
Oil, Gas & Consumable Fuels	5.9
Semiconductors	5.6
Telecommunications	5.5
Pharmaceuticals	4.9

Computer Services & Software	4.7	%
Electronic Components	4.5
Entertainment & Leisure	4.1
Healthcare Products	3.4
Software	3.2
Chemicals	3.0
Specialty Retail	2.8
Biotechnology	2.7
Diversified Financial Services	2.6
Oil & Gas Services	2.6
Metals & Mining	2.6
Education	2.3
Internet Services	2.2
Distribution/Wholesale	2.2
Financial Services	2.1
Computer Hardware	1.9
Environmental Control	1.8
Commercial Services	1.7
Printing & Publishing	1.7
Consumer Products & Services	1.5
Commercial Services & Supplies	1.4
Air Freight & Logistics	1.2
Manufacturing	1.2
Semiconductors & Semiconductor Equipment	1.2
Medical Supplies & Equipment	1.2
Transportation	1.0
Media	0.9
Home Entertainment Software	0.9
Electronics	0.9
Electrical Equipment	0.9
Computers & Peripherals	0.8
Aerospace	0.8
Diversified Machinery	0.8
Automobile Manufacturers	0.6
Clothing & Apparel	0.6
Foods	0.6
Cable	0.5
Internet	0.5
Medical Products	0.4
Apparel	0.2
	137.2
Liabilities in excess of other assets	(37.2	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A23

SP MID CAP GROWTH PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments at value, including securities on loan of $29,195,297:
Unaffiliated investments (cost $67,503,006)	$	80,539,598
Affiliated investments (cost $31,269,732)		31,269,732
Cash		8,866
Dividends receivable		31,187
Prepaid expenses		1,547
Receivable for Series shares sold		1,544
Total Assets		111,852,474
LIABILITIES
Collateral for securities on loan		30,175,990
Payable for Series shares repurchased		77,937
Management fee payable		54,639
Accrued expenses and other liabilities		41,500
Deferred trustees’ fees		3,171
Affiliated transfer agent fees payable		595
Total Liabilities		30,353,832
NET ASSETS	$	81,498,642
Net assets were comprised of:
Paid-in capital	$	106,426,267
Retained earnings		(24,927,625	)
Net assets, December 31, 2009	$	81,498,642
Net asset value and redemption price per share, $81,498,642 / 18,078,369 outstanding shares of beneficial interest	$	4.51

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of $1,452 foreign withholding tax)	$	411,957
Affiliated income from securities lending, net		104,020
Affiliated dividend income		8,267
		524,244
EXPENSES
Management fee		565,826
Custodian’s fees and expenses		51,000
Shareholders’ reports		19,000
Audit fee		17,000
Trustees’ fees		10,000
Transfer agent’s fees and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Legal fees and expenses		5,000
Insurance expenses		2,000
Commitment fee on syndicated credit agreement		2,000
Loan interest expense (Note 8)		163
Miscellaneous		5,837
Total expenses		687,826
NET INVESTMENT LOSS		(163,582	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on investment transactions		(13,046,351	)
Net change in unrealized appreciation on investments		33,022,606
NET GAIN ON INVESTMENTS		19,976,255
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	19,812,673

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment loss	$	(163,582	)	$	(239,527	)
Net realized loss on investment transactions		(13,046,351	)		(24,414,486	)
Net change in unrealized appreciation (depreciation) on investments		33,022,606			(28,331,776	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		19,812,673			(52,985,789	)
DISTRIBUTIONS		—			(24,381,654	)
SERIES SHARE TRANSACTIONS:
Series shares sold [1,147,208 and 1,083,638 shares, respectively]		4,214,406			5,887,530
Series shares issued in reinvestment of distributions [0 and 4,377,317, respectively]		—			24,381,654
Series shares repurchased [2,738,439 and 3,700,399 shares, respectively]		(10,046,592	)		(20,213,722	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(5,832,186	)		10,055,462
TOTAL INCREASE (DECREASE) IN NET ASSETS		13,980,487			(67,311,981	)
NET ASSETS:
Beginning of year		67,518,155			134,830,136
End of year	$	81,498,642		$	67,518,155

SEE NOTES TO FINANCIAL STATEMENTS.

A24

	SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 98.0%
COMMON STOCKS	Shares	Value (Note 2)
Aerospace & Defense — 1.6%
ITT Corp.,	45,800	$	2,278,092
Air Freight & Logistics — 1.0%
C.H. Robinson Worldwide, Inc.	12,100		710,633
Expeditors International of Washington, Inc.	21,300		739,749
			1,450,382
Biotechnology — 0.9%
Vertex Pharmaceuticals, Inc.(a)(b)	29,600		1,268,360
Capital Markets — 2.8%
Eaton Vance Corp.	77,300		2,350,693
TD Ameritrade Holding Corp.(b)	82,200		1,593,036
			3,943,729
Chemicals — 2.2%
Ecolab, Inc.	54,600		2,434,068
FMC Corp.	12,800		713,728
			3,147,796
Commercial Services & Supplies — 1.7%
Copart, Inc.(b)	11,700		428,571
Iron Mountain, Inc.(a)(b)	86,000		1,957,360
			2,385,931
Communications Equipment — 0.8%
Juniper Networks, Inc.(b)	43,100		1,149,477
Computers & Peripherals — 1.9%
NetApp, Inc.,(b)	76,898		2,644,522
Diversified Consumer Services — 1.3%
Apollo Group, Inc. (Class A Stock)(b)	30,600		1,853,748
Electrical Equipment — 2.7%
AMETEK, Inc.	51,600		1,973,184
Roper Industries, Inc.,	35,200		1,843,424
			3,816,608
Electronic Equipment & Instruments — 2.7%
Amphenol Corp. (Class A Stock)	37,900		1,750,222
Anixter International, Inc.(a)(b)	44,700		2,105,370
			3,855,592
Energy Equipment & Services — 2.1%
Cameron International Corp.(b)	52,700		2,202,860
FMC Technologies, Inc.(b)	13,300		769,272
			2,972,132
Food Products — 3.2%
Bunge Ltd.	17,800		1,136,174
ConAgra Foods, Inc.	74,100		1,708,005
Ralcorp Holdings, Inc.(b)	29,800		1,779,358
			4,623,537
Healthcare Equipment & Supplies — 3.2%
Beckman Coulter, Inc.	32,600		2,133,344
C.R. Bard, Inc.	31,000		2,414,900
			4,548,244
Healthcare Providers & Services — 8.9%
Community Health Systems, Inc.(a)(b)	40,400		1,438,240
DaVita, Inc.(b)	47,600		2,796,024
Express Scripts, Inc.(b)	27,300		2,360,085

COMMON STOCKS (continued)	Shares	Value (Note 2)
Healthcare Providers & Services (continued)
Henry Schein, Inc.(a)(b)	26,600	$	1,399,160
Laboratory Corp. of America Holdings(a)(b)	15,300		1,145,052
Patterson Cos., Inc.(a)(b)	42,500		1,189,150
Quest Diagnostics, Inc.	38,400		2,318,592
			12,646,303
Hotels Restaurants & Leisure — 4.0%
Darden Restaurants, Inc.	43,900		1,539,573
Tim Hortons, Inc.	63,600		1,940,436
Yum! Brands, Inc.	62,700		2,192,619
			5,672,628
Household Products — 1.7%
Church & Dwight Co., Inc.	39,800		2,405,910
Insurance — 0.9%
W.R. Berkley Corp.	53,800		1,325,632
Internet Software & Services — 3.2%
Akamai Technologies, Inc.(a)(b)	63,000		1,595,790
VeriSign, Inc.(a)(b)	123,800		3,000,912
			4,596,702
IT Services — 3.3%
Alliance Data Systems Corp.(a)(b)	23,800		1,537,242
Amdocs Ltd.(b)	65,400		1,865,862
Cognizant Technology Solutions Corp. (Class A Stock)(b)	28,600		1,295,580
			4,698,684
Life Sciences Tools & Services — 2.0%
Thermo Fisher Scientific, Inc.(b)	60,700		2,894,783
Machinery — 2.4%
Danaher Corp.	26,300		1,977,760
IDEX Corp.	47,830		1,489,904
			3,467,664
Media — 1.0%
Regal Entertainment Group (Class A Stock)	99,400		1,435,336
Metals & Mining — 1.9%
Cliffs Natural Resources, Inc.	26,000		1,198,340
Goldcorp, Inc. (Canada)	40,000		1,573,600
			2,771,940
Multiline Retail — 1.0%
Dollar Tree, Inc.(b)	29,600		1,429,680
Oil, Gas & Consumable Fuels — 5.6%
Alpha Natural Resources, Inc.(b)	23,900		1,036,782
Newfield Exploration Co.(b)	25,800		1,244,334
Range Resources Corp.	21,400		1,066,790
Southwestern Energy Co.(b)	80,600		3,884,920
Ultra Petroleum Corp.(b)	13,900		693,054
			7,925,880
Personal Products — 1.4%
Avon Products, Inc.	62,900		1,981,350
Pharmaceuticals — 1.0%
Mylan, Inc.(a)(b)	79,500		1,465,185

SEE NOTES TO FINANCIAL STATEMENTS.

A25

	SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Professional Services — 1.8%
FTI Consulting, Inc.(a)(b)	19,600	$	924,336
Robert Half International, Inc.(a)	63,700		1,702,701
			2,627,037
Real Estate Investment Trusts — 3.2%
Annaly Capital Management, Inc.	262,500		4,554,375
Semiconductors & Semiconductor Equipment — 5.2%
Altera Corp.(a)	46,500		1,052,295
Broadcom Corp. (Class A Stock)(a)(b)	67,750		2,130,738
Marvell Technology Group Ltd.(b)	64,800		1,344,600
Maxim Integrated Products, Inc.	75,800		1,538,740
Xilinx, Inc.	52,100		1,305,626
			7,371,999
Software — 5.9%
Adobe Systems, Inc.(b)	26,800		985,704
Check Point Software Technologies,(a)(b)	84,600		2,866,248
McAfee, Inc.(b)	26,100		1,058,877
Nuance Communications, Inc.(a)(b)	79,300		1,232,322
Sybase, Inc.(a)(b)	36,700		1,592,780
Symantec Corp.(b)	37,600		672,664
			8,408,595
Specialty Retail — 6.1%
Bed Bath & Beyond, Inc.(b)	37,100		1,433,173
GameStop Corp. (Class A Stock)(a)(b)	70,300		1,542,382
Guess?, Inc.	36,800		1,556,640
Ross Stores, Inc.	34,100		1,456,411
TJX Cos., Inc.	58,500		2,138,175
Urban Outfitters, Inc.(b)	15,300		535,347
			8,662,128
Textiles, Apparel & Luxury Goods — 1.1%
Phillips-Van Heusen Corp.	38,800		1,578,384
Wireless Telecommunication Services — 8.3%
American Tower Corp. (Class A Stock)(b)	76,700		3,314,207
Crown Castle International Corp.(a)(b)	91,800		3,583,872
NII Holdings, Inc.(b)	149,300		5,013,494
			11,911,573
TOTAL LONG-TERM INVESTMENTS (cost $110,161,770)			139,769,918

SHORT-TERM INVESTMENT — 19.9%
	Shares	Value (Note 2)
Affiliated Money Market Mutual Fund
Dryden Core Investment Fund — Taxable Money Market Series (cost $28,451,303; includes $24,152,135 of cash collateral received for securities on loan)(Note 4)(c)(d)	28,451,303	$	28,451,303
TOTAL INVESTMENTS — 117.9% (cost $138,613,073)			168,221,221
LIABILITIES IN EXCESS OF OTHER ASSETS — (17.9)%			(25,591,586	)
NET ASSETS — 100.0%		$	142,629,635

(a) All or a portion of security is on loan. The aggregate market value of such securities is $23,236,592; cash collateral of $24,152,135 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(b) Non-income producing security.

(c) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(d) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks	$	139,769,918	$	—	$	—
Affiliated Money Market Mutual Fund		28,451,303		—		—
		168,221,221		—		—
Other Financial Instruments*		—		—		—
Total	$	168,221,221	$	—	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

SEE NOTES TO FINANCIAL STATEMENTS.

A26

	SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 were as follows:

Affiliated Money Market Mutual Fund (including 16.9% of collateral received for securities on loan)	19.9	%
Healthcare Providers & Services	8.9
Wireless Telecommunication Services	8.3
Specialty Retail	6.1
Software	5.9
Oil, Gas & Consumable Fuels	5.6
Semiconductors & Semiconductor Equipment	5.2
Hotels Restaurants & Leisure	4.0
IT Services	3.3
Food Products	3.2
Healthcare Equipment & Supplies	3.2
Internet Software & Services	3.2
Real Estate Investment Trusts (REITs)	3.2
Capital Markets	2.8
Electrical Equipment	2.7
Electronic Equipment & Instruments	2.7
Machinery	2.4
Chemicals	2.2
Energy Equipment & Services	2.1
Life Sciences Tools & Services	2.0
Computers & Peripherals	1.9
Metals & Mining	1.9
Professional Services	1.8
Commercial Services & Supplies	1.7
Household Products	1.7
Aerospace & Defense	1.6
Personal Products	1.4
Diversified Consumer Services	1.3
Textiles, Apparel & Luxury Goods	1.1
Air Freight & Logistics	1.0
Media	1.0
Multiline Retail	1.0
Pharmaceuticals	1.0
Biotechnology	0.9
Insurance	0.9
Communications Equipment	0.8
	117.9
Liabilities in excess of other assets	(17.9	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A27

SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $23,236,592:
Unaffiliated investments (cost $110,161,770)	$	139,769,918
Affiliated investments (cost $28,451,303)		28,451,303
Cash		5,384
Receivable for investments sold		253,131
Dividends and interest receivable		228,023
Prepaid expenses		1,380
Receivable for Series shares sold		970
Total Assets		168,710,109
LIABILITIES
Collateral for securities on loan		24,152,135
Payable for investments purchased		1,727,287
Management fee payable		71,983
Accrued expenses and other liabilities		67,041
Payable for Series shares repurchased		59,665
Deferred trustees’ fees		1,672
Affiliated transfer agent fee payable		595
Distribution fee payable		60
Administration fee payable		36
Total Liabilities		26,080,474
NET ASSETS	$	142,629,635
Net assets were comprised of:
Paid-in capital	$	132,736,119
Retained earnings		9,893,516
Net assets, December 31, 2009	$	142,629,635
Class I:
Net asset value and redemption price per share, $142,345,182 / 22,061,864 outstanding shares of beneficial interest	$	6.45
Class II:
Net asset value and redemption price per share, $284,453 / 45,513 outstanding shares of beneficial interest	$	6.25

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of foreign withholding taxes of $2,052)	$	1,547,662
Affiliated income from securities loaned, net		119,111
Affiliated dividend income		11,764
		1,678,537
EXPENSES
Management fee		735,587
Distribution fee—Class II		607
Administration fee—Class II		364
Custodian’s fees and expenses		46,000
Shareholders’ reports		37,000
Audit fee		17,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Trustees’ fees		9,000
Legal fees and expenses		5,000
Insurance expenses		3,000
Commitment fee on syndicated credit agreement		2,000
Loan interest expense (Note 8)		18
Miscellaneous		9,647
Total expenses		875,223
NET INVESTMENT INCOME		803,314
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investment transactions		(14,201,132	)
Net change in unrealized appreciation (depreciation) on investments		56,597,184
NET GAIN ON INVESTMENTS		42,396,052
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	43,199,366

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	803,314		$	904,839
Net realized loss on investments		(14,201,132	)		(5,949,806	)
Net change in unrealized appreciation (depreciation) on investments		56,597,184			(63,167,616	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		43,199,366			(68,212,583	)
DISTRIBUTIONS:
Class I		(903,679	)		(28,074,791	)
Class II		(638	)		(52,710	)
TOTAL DISTRIBUTIONS		(904,317	)		(28,127,501	)
CAPITAL STOCK TRANSACTIONS (Note 7):
Series shares sold		5,689,964			6,076,143
Series shares issued in reinvestment of distributions		904,317			28,127,501
Series shares repurchased		(18,713,861	)		(31,617,051	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(12,119,580	)		2,586,593
TOTAL INCREASE (DECREASE) IN NET ASSETS		30,175,469			(93,753,491	)
NET ASSETS:
Beginning of year		112,454,166			206,207,657
End of year	$	142,629,635		$	112,454,166

SEE NOTES TO FINANCIAL STATEMENTS.

A28

	SP SMALL CAP VALUE PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 98.2%
COMMON STOCKS	Shares	Value (Note 2)
Aerospace & Defense — 0.8%
AAR Corp.*(a)	34,121	$	784,101
Spirit Aerosystems Holdings, Inc. (Class A Stock)*	21,220		421,429
TransDigm Group, Inc.	8,429		400,293
			1,605,823
Airlines — 0.8%
AirTran Holdings, Inc.*(a)	243,820		1,272,741
JetBlue Airways Corp.*(a)	60,172		327,937
			1,600,678
Auto Components — 1.6%
Cooper Tire & Rubber Co.	83,850		1,681,193
Superior Industries International, Inc.	33,230		508,419
TRW Automotive Holdings Corp.*	22,680		541,598
WABCO Holdings, Inc.	23,400		603,486
			3,334,696
Automotive Parts — 0.3%
Asbury Automotive Group, Inc.*	22,949		264,602
Tenneco, Inc.*	18,920		335,452
			600,054
Banks — 1.5%
Bridge Capital Holdings*(a)	8,878		62,146
Dime Community Bancshares	16,435		192,618
East West Bancorp, Inc.	34,833		550,361
Hancock Holding Co.	20,329		890,207
Lakeland Financial Corp.	11,040		190,440
Pinnacle Financial Partners, Inc.*(a)	29,071		413,390
Sierra Bancorp	6,901		52,655
Trico Bancshares	16,130		268,565
UMB Financial Corp.	14,047		552,749
			3,173,131
Building Materials — 0.8%
Comfort Systems USA, Inc.	90,161		1,112,587
Universal Forest Products, Inc.	15,174		558,555
			1,671,142
Building Products — 0.8%
Gibraltar Industries, Inc.*	76,950		1,210,423
Simpson Manufacturing Co., Inc.	16,950		455,786
			1,666,209
Business Services — 0.2%
Resources Connection, Inc.*	15,987		339,244
Capital Markets — 2.4%
Affiliated Managers Group, Inc.*(a)	14,110		950,308
Artio Global Investors, Inc.*	23,260		592,897
Cohen & Steers, Inc.(a)	23,270		531,487
Duff & Phelps Corp. (Class A Stock)	36,870		673,246
FBR Capital Markets Corp.*	78,400		484,512
HFF, Inc. (Class A Stock)*	112,270		701,688
Raymond James Financial, Inc.	31,450		747,567
Thomas Weisel Partners Group, Inc.*	96,460		364,619
			5,046,324
Chemicals — 2.7%
Ferro Corp.	114,290		941,750

COMMON STOCKS (continued)	Shares	Value (Note 2)
Chemicals (continued)
Fuller (H.B.) Co.	44,480	$	1,011,920
KMG Chemicals, Inc.	6,090		91,045
Koppers Holdings, Inc.	13,640		415,202
Minerals Technologies, Inc.	19,283		1,050,345
PolyOne Corp.*	154,533		1,154,362
Rockwood Holdings, Inc.*	8,590		202,380
Solutia, Inc.*	61,710		783,717
			5,650,721
Clothing & Apparel — 0.6%
G-III Apparel Group Ltd.*	14,310		310,098
Gymboree Corp.*(a)	19,185		834,355
			1,144,453
Commercial Banks — 6.0%
Bancorp, Inc. (The)*	187,390		1,285,495
City National Corp.(a)	9,940		453,264
CoBiz Financial, Inc.	33,703		160,089
Cullen/Frost Bankers, Inc.	16,690		834,500
First Security Group, Inc.	168,904		401,992
FNB Corp.	50,286		341,442
Heritage Financial Corp.	10,820		149,100
IBERIABANK Corp.	31,414		1,690,387
KeyCorp	132,520		735,486
Signature Bank*(a)	79,678		2,541,728
Simmons First National Corp. (Class A Stock)	7,930		220,454
SVB Financial Group*	19,370		807,535
Tompkins Financial Corp.	8,340		337,770
Umpqua Holdings Corp.	70,760		948,892
Wintrust Financial Corp.(a)	48,380		1,489,620
			12,397,754
Commercial Services — 0.3%
Monro Muffler Brake, Inc.	12,469		416,964
On Assignment, Inc.*	37,375		267,231
			684,195
Commercial Services & Supplies — 0.6%
School Specialty, Inc.*	15,461		361,633
Team, Inc.*	2,890		54,361
United Stationers, Inc.*	15,690		891,976
			1,307,970
Communication Equipment — 1.3%
Bel Fuse, Inc. (Class B Stock)	11,940		256,591
Black Box Corp.	18,220		516,355
Digi International, Inc.*	50,520		460,742
Plantronics, Inc.	60,360		1,568,153
			2,801,841
Computer Hardware — 0.7%
Electronics for Imaging, Inc.*	71,720		933,077
MTS Systems Corp.	17,318		497,720
			1,430,797
Computer Services & Software — 1.3%
Avid Technology, Inc.*(a)	56,092		715,734
JDA Software Group, Inc.*(a)	33,961		864,987
Monotype Imaging Holdings, Inc.*	29,113		262,890

SEE NOTES TO FINANCIAL STATEMENTS.

A29

	SP SMALL CAP VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Computer Services & Software (continued)
Parametric Technology Corp.*	56,793	$	927,998
			2,771,609
Computers & Peripherals — 0.2%
Rimage Corp.*	18,700		324,258
Construction — 0.5%
Meritage Homes Corp.*	22,200		429,126
Ryland Group, Inc.	25,854		509,324
			938,450
Construction & Engineering — 1.0%
EMCOR Group, Inc.*	32,650		878,285
Granite Construction, Inc.	6,440		216,770
Michael Baker Corp.*	4,090		169,326
Tutor Perini Corp.*(a)	44,930		812,335
			2,076,716
Consumer Finance — 0.2%
First Cash Financial Services, Inc.*	15,063		334,248
Consumer Products & Services — 0.3%
Central Garden & Pet Co.*	33,840		362,088
Elizabeth Arden, Inc.*	24,523		354,112
			716,200
Containers & Packaging — 0.3%
AptarGroup, Inc.(a)	14,800		528,952
Distribution/Wholesale — 0.6%
Watsco, Inc.	21,341		1,045,282
WESCO International, Inc.*(a)	8,970		242,280
			1,287,562
Diversified Consumer Services — 0.6%
Sotheby’s(a)	13,980		314,270
Steiner Leisure Ltd. (Bahamas)*	25,910		1,030,182
			1,344,452
Diversified Financial Services — 1.4%
Boston Private Financial Holdings, Inc.	49,740		287,000
E*Trade Financial Corp.*(a)	288,160		504,280
Financial Federal Corp.	47,885		1,316,837
KBW, Inc.*(a)	14,177		387,883
MF Global Ltd. (Bermuda)(a)	53,500		371,825
			2,867,825
Diversified Machinery — 0.2%
Intermec, Inc.*	34,699		446,229
Electric Utilities — 0.9%
Great Plains Energy, Inc.	9,870		191,379
MYR Group, Inc.*	14,990		271,019
NorthWestern Corp.	7,690		200,094
NV Energy, Inc.	67,640		837,383
Portland General Electric Co.	16,750		341,868
			1,841,743
Electrical Equipment — 1.3%
EnerSys*	20,460		447,460
GrafTech International Ltd.*	29,320		455,926
Regal-Beloit Corp.	36,290		1,884,903
			2,788,289

COMMON STOCKS (continued)	Shares	Value (Note 2)
Electronic Components
Empire District Electric Co. (The)	5,161	$	96,666
Electronic Components & Equipment — 0.3%
Gentex Corp.	18,060		322,371
Watts Water Technologies, Inc. (Class A Stock)	13,050		403,506
			725,877
Electronic Equipment & Instruments — 0.2%
Littelfuse, Inc.*	12,630		406,054
Energy Equipment & Services — 3.1%
Atlas Energy, Inc.	54,290		1,637,929
Dril-Quip, Inc.*(a)	14,954		844,602
Gulf Island Fabrication, Inc.	29,490		620,175
Hornbeck Offshore Services, Inc.*	28,140		655,099
ION Geophysical Corp.*	73,350		434,232
Key Energy Services, Inc.*	45,100		396,429
Matrix Service Co.*	52,330		557,314
National Oilwell Varco, Inc.	11,220		494,690
Superior Well Services, Inc.*(a)	15,310		218,321
T-3 Energy Services, Inc.*	24,740		630,870
			6,489,661
Entertainment & Leisure — 0.3%
Gaylord Entertainment Co.*(a)	27,350		540,162
Environmental Services — 0.4%
Waste Connections, Inc.*	23,656		788,691
Exchange Traded Funds — 1.9%
iShares Nasdaq Biotechnology Index Fund*(a)	13,060		1,069,222
iShares Russell 2000 Value Index Fund(a)	50,694		2,942,280
			4,011,502
Financial — Bank & Trust — 3.1%
Bank of the Ozarks, Inc.	24,944		730,111
Capital City Bank Group, Inc.(a)	8,600		119,024
First Financial Bankshares, Inc.(a)	19,212		1,041,867
FirstMerit Corp.	27,896		561,825
Glacier Bancorp, Inc.	63,109		865,856
NewAlliance Bancshares, Inc.(a)	36,708		440,863
Northwest Bancshares, Inc.(a)	14,620		165,498
PacWest Bancorp(a)	8,339		168,031
Prosperity Bancshares, Inc.	24,618		996,290
Retail Opportunity Investments Corp.*	39,620		400,558
S.Y. Bancorp, Inc.	3,326		71,010
SCBT Financial Corp.	15,879		439,690
Seacoast Banking Corp. of Florida	36,731		59,872
Southcoast Financial Corp.*	13,375		43,201
Summit State Bank	8,712		45,738
Texas Capital Bancshares, Inc.*	12,192		170,200
United Community Banks, Inc.*	17,048		57,793
WSFS Financial Corp.	4,989		127,868
			6,505,295
Financial — Brokerage
Teton Advisors, Inc. (Class B Stock)*	489		—

SEE NOTES TO FINANCIAL STATEMENTS.

A30

	SP SMALL CAP VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Financial Services — 2.1%
Apollo Investment Corp.	51,542	$	491,195
Ares Capital Corp.	38,967		485,139
Berkshire Hills Bancorp, Inc.	7,071		146,228
BGC Partners, Inc. (Class A Stock)	30,606		141,400
Brookline Bancorp, Inc.	44,930		445,256
Cypress Sharpridge Investments, Inc.(a)	45,097		609,261
Home BancShares, Inc.	15,057		362,422
Knight Capital Group, Inc. (Class A Stock)*(a)	32,832		505,613
MB Financial, Inc.	14,610		288,109
PennantPark Investment Corp.	36,537		325,910
RSC Holdings, Inc.*	77,183		543,369
			4,343,902
Food & Staples Retailing — 0.3%
Weis Markets, Inc.	15,370		558,853
Food Products — 0.3%
Sensient Technologies Corp.	11,395		299,688
Smithfield Foods, Inc.*(a)	23,900		363,041
			662,729
Foods — 1.4%
American Italian Pasta Co. (Class A Stock)*	12,330		428,961
Casey’s General Stores, Inc.	38,095		1,215,992
Hain Celestial Group, Inc. (The)*	22,480		382,385
Lance, Inc.	12,701		334,036
TreeHouse Foods, Inc.*	14,770		573,962
			2,935,336
Gas Utilities — 0.5%
New Jersey Resources Corp.	10,910		408,034
Northwest Natural Gas Co.	13,330		600,383
			1,008,417
Healthcare Equipment & Supplies — 0.3%
National Dentex Corp.*	52,990		535,199
Healthcare Products — 0.5%
American Medical Systems Holdings, Inc.*(a)	41,952		809,254
Kinetic Concepts, Inc.*(a)	6,757		254,401
			1,063,655
Healthcare Providers & Services — 2.1%
Cross Country Healthcare, Inc.*	58,450		579,240
LifePoint Hospitals, Inc.*(a)	35,730		1,161,582
Lincare Holdings, Inc.*(a)	25,742		955,543
RehabCare Group, Inc.*	54,680		1,663,912
			4,360,277
Healthcare Services — 1.1%
Amedisys, Inc.*(a)	27,581		1,339,333
Hill-Rom Holdings, Inc.	14,886		357,115
Psychiatric Solutions, Inc.*	26,210		554,080
			2,250,528
Healthcare Technology — 0.1%
MedQuist, Inc.	17,500		117,075

COMMON STOCKS (continued)	Shares	Value (Note 2)
Hotels, Restaurants & Leisure — 0.5%
Ameristar Casinos, Inc.	27,480	$	418,520
Brinker International, Inc.	13,140		196,049
CKE Restaurants, Inc.	49,100		415,386
Morgans Hotel Group Co.*	18,810		85,209
			1,115,164
Household Products — 0.3%
Central Garden & Pet Co. (Class A Stock)*	70,490		700,671
Insurance — 5.7%
Allied World Assurance Co. Holdings Ltd. (Bermuda)	31,020		1,429,091
Ambac Financial Group, Inc.*(a)	60,415		50,144
American Equity Investment Life Holding Co.	124,486		926,176
Arch Capital Group Ltd. (Bermuda)*	10,500		751,275
Aspen Insurance Holdings Ltd. (Bermuda)	18,954		482,379
Assured Guaranty Ltd. (Bermuda)	11,918		259,336
CNA Surety Corp.*	48,752		725,917
Donegal Group, Inc.	16,623		258,321
EMC Insurance Group, Inc.	22,660		487,417
Max Capital Group Ltd. (Bermuda)	42,643		950,939
Meadowbrook Insurance Group, Inc.	302,907		2,241,512
MGIC Investment Corp.*(a)	33,340		192,705
PMI Group, Inc. (The)*	19,880		50,098
ProAssurance Corp.*	18,925		1,016,462
RLI Corp.	12,468		663,921
Tower Group, Inc.	31,851		745,632
Zenith National Insurance Corp.	23,180		689,837
			11,921,162
Internet & Catalog Retail — 0.3%
HSN, Inc.*	26,310		531,199
Iron / Steel — 0.4%
Olympic Steel, Inc.	24,477		797,461
Leisure Equipment & Products — 0.8%
Callaway Golf Co.(a)	167,595		1,263,666
Pool Corp.(a)	22,481		428,938
			1,692,604
Life Science Tools & Services — 0.1%
Enzo Biochem, Inc.*	36,080		194,110
Machinery — 4.3%
AGCO Corp.*	28,500		921,690
Albany International Corp. (Class A Stock)	43,480		976,561
Altra Holdings, Inc.*	116,280		1,436,058
IDEX Corp.	14,340		446,691
Kaydon Corp.	22,210		794,230
Mueller Water Products, Inc. (Class A Stock)	253,420		1,317,784
RBC Bearings, Inc.*(a)	48,760		1,186,331
Snap-on, Inc.	19,610		828,718
Wabtec Corp.	24,320		993,229
			8,901,292

SEE NOTES TO FINANCIAL STATEMENTS.

A31

	SP SMALL CAP VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Machinery & Equipment — 1.8%
Actuant Corp. (Class A Stock)	62,408	$	1,156,420
Applied Industrial Technologies, Inc.	44,942		991,870
Franklin Electric Co., Inc.	9,035		262,738
Graco, Inc.	20,070		573,400
Robbins & Myers, Inc.	15,670		368,558
Tennant Co.	18,224		477,287
			3,830,273
Marine — 0.4%
Kirby Corp.*(a)	25,950		903,838
Medical Supplies & Equipment — 0.4%
Cardiac Science Corp.*	88,386		197,101
Symmetry Medical, Inc.*	72,016		580,449
			777,550
Metals & Mining — 3.2%
Carpenter Technology Corp.	15,920		429,044
Cliffs Natural Resources, Inc.	6,230		287,141
Commercial Metals Co.	56,563		885,211
Haynes International, Inc.	35,286		1,163,379
Horsehead Holding Corp.*	37,610		479,527
Kaiser Aluminum Corp.	46,734		1,945,069
Mueller Industries, Inc.	50,865		1,263,487
Schnitzer Steel Industries, Inc. (Class A Stock)	4,490		214,173
			6,667,031
Multi-Utilities — 0.1%
CMS Energy Corp.(a)	16,250		254,475
Oil, Gas & Consumable Fuels — 3.5%
Bill Barrett Corp.*	30,660		953,833
Brigham Exploration Co.*	51,216		693,977
Carrizo Oil & Gas, Inc.*(a)	17,750		470,197
Denbury Resources, Inc.*(a)	32,000		473,600
Golar LNG Ltd. (Bermuda)*	9,630		123,457
Laclede Group, Inc. (The)	4,650		157,030
Oil States International, Inc.*(a)	9,989		392,468
Petroquest Energy, Inc.*(a)	38,920		238,580
Resolute Energy Corp.*	69,170		796,838
Rex Energy Corp.*	85,871		1,030,452
Rosetta Resources, Inc.*	28,940		576,774
South Jersey Industries, Inc.	1,790		68,342
Southwest Gas Corp.	27,310		779,154
St. Mary Land & Exploration Co.	14,190		485,866
			7,240,568
Paper & Forest Products — 0.2%
Louisiana-Pacific Corp.*(a)	49,220		343,556
Professional Services — 0.9%
CDI Corp.	480		6,216
COMSYS IT Partners, Inc.*	35,290		313,728
Korn/Ferry International*(a)	14,360		236,940
TrueBlue, Inc.*	52,230		773,526
Watson Wyatt Worldwide, Inc. (Class A Stock)*	11,720		556,935
			1,887,345

COMMON STOCKS (continued)	Shares	Value (Note 2)
Real Estate Investment Trusts — 7.2%
Acadia Realty Trust	38,692	$	652,734
American Campus Communities, Inc.	55,911		1,571,099
BioMed Realty Trust, Inc.(a)	113,555		1,791,898
Cogdell Spencer, Inc.	55,010		311,357
Corporate Office Properties Trust	5,250		192,307
Cousins Properties, Inc.	35,129		268,034
Digital Realty Trust, Inc.(a)	16,972		853,352
EastGroup Properties, Inc.	5,220		199,822
Entertainment Properties Trust(a)	32,829		1,157,879
Hatteras Financial Corp.	10,470		292,741
LaSalle Hotel Properties(a)	64,010		1,358,932
MFA Financial, Inc.	118,370		870,019
Mid-America Apartment Communities, Inc.	16,810		811,587
National Retail Properties, Inc.(a)	56,898		1,207,376
Omega Healthcare Investors, Inc.(a)	55,773		1,084,785
Parkway Properties, Inc.	56,228		1,170,667
Pebblebrook Hotel Trust*	29,760		655,018
Saul Centers, Inc.	5,400		176,904
Senior Housing Properties Trust(a)	10,060		220,012
Washington Real Estate Investment Trust	6,830		188,166
			15,034,689
Real Estate Management & Development — 1.1%
CB Richard Ellis Group, Inc. (Class A Stock)*(a)	46,420		629,919
Jones Lang LaSalle, Inc.	27,630		1,668,852
			2,298,771
Restaurants — 0.6%
California Pizza Kitchen, Inc.*	73,084		982,980
CEC Entertainment, Inc.*(a)	10,519		335,766
			1,318,746
Retail & Merchandising — 1.6%
Aaron’s, Inc.(a)	23,826		660,695
Big Lots, Inc.*	13,435		389,346
Finish Line, Inc. (The) (Class A Stock)	51,958		652,073
Hibbett Sports, Inc.*(a)	20,690		454,973
Jo-Ann Stores, Inc.*	28,750		1,041,900
Pantry, Inc. (The)*	15,480		210,373
			3,409,360
Road & Rail — 1.1%
Genesee & Wyoming, Inc. (Class A Stock)*	29,370		958,637
J.B. Hunt Transport Services, Inc.	22,020		710,585
Landstar System, Inc.	13,580		526,497
			2,195,719
Semiconductors & Semiconductor Equipment — 4.8%
ATMI, Inc.*(a)	18,217		339,201
Emulex Corp.*	51,348		559,693
Entegris, Inc.*	252,110		1,331,141
Exar Corp.*	116,313		826,985
Fairchild Semiconductor International, Inc.*	160,817		1,606,562
Micrel, Inc.	50,980		418,036

SEE NOTES TO FINANCIAL STATEMENTS.

A32

	SP SMALL CAP VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

COMMON STOCKS (continued)	Shares	Value (Note 2)
Semiconductors & Semiconductor Equipment (continued)
MKS Instruments, Inc.*	31,989	$	556,929
Omnivision Technologies, Inc.*	36,440		529,473
ON Semiconductor Corp.*	115,890		1,020,991
Semtech Corp.*	36,446		619,946
Varian Semiconductor Equipment Associates, Inc.*(a)	29,590		1,061,689
Verigy Ltd. (Singapore)*	94,620		1,217,759
			10,088,405
Software — 1.9%
Citrix Systems, Inc.*(a)	33,900		1,410,579
EPIQ Systems, Inc.*(a)	24,680		345,273
Lawson Software, Inc.*	212,310		1,411,862
McAfee, Inc.*	18,560		752,979
			3,920,693
Specialty Retail — 2.0%
AnnTaylor Stores Corp.*	26,100		356,004
Cato Corp. (The) (Class A Stock)	55,590		1,115,135
Children’s Place Retail Stores, Inc. (The)*(a)	31,353		1,034,963
Jos. A. Bank Clothiers, Inc.*(a)	11,750		495,732
MarineMax, Inc.*	63,830		586,598
Williams-Sonoma, Inc.	22,950		476,901
			4,065,333
Telecommunications — 1.5%
ADC Telecommunications, Inc.*	60,722		377,084
Anixter International, Inc.*	21,600		1,017,360
Knology, Inc.*	40,632		444,920
Polycom, Inc.*(a)	25,789		643,951
Premiere Global Services, Inc.*	78,460		647,295
			3,130,610
Textiles — 0.3%
G & K Services, Inc. (Class A Stock)	23,622		593,621
Textiles, Apparel & Luxury Goods — 1.6%
Fossil, Inc.*	37,218		1,249,036
Hanesbrands, Inc.*	48,410		1,167,165
Timberland Co. (Class A Stock)*(a)	54,680		980,413
			3,396,614
Thrifts & Mortgage Finance — 0.3%
First Financial Holdings, Inc.	15,750		204,592
Westfield Financial, Inc.	47,080		388,410
			593,002
Trading Companies & Distributors — 0.4%
Beacon Roofing Supply, Inc.*	29,046		464,736
Rush Enterprises, Inc. (Class A Stock)*	34,250		407,232
			871,968
Transportation — 0.5%
Aegean Marine Petroleum Network, Inc. (Marshall Island)	34,066		936,134
Utilities — 2.2%
CH Energy Group, Inc.	1,460		62,079
Cleco Corp.	37,204		1,016,784
El Paso Electric Co.*	94,498		1,916,420
MGE Energy, Inc.	13,168		470,624

COMMON STOCKS (continued)	Shares	Value (Note 2)
Utilities (continued)
UniSource Energy Corp.	10,230	$	329,304
Westar Energy, Inc.	33,662		731,139
			4,526,350
TOTAL LONG-TERM INVESTMENTS (cost $182,497,351)			204,259,758
SHORT-TERM INVESTMENT — 20.4%
AFFILIATED MONEY MARKET MUTUAL FUND
Dryden Core Investment Fund — Taxable Money Market Series (cost $42,474,932; includes $38,830,952 of cash collateral for securities on loan)(b)(w)(Note 4)	42,474,932		42,474,932
TOTAL INVESTMENTS(o) — 118.6% (cost $224,972,283)			246,734,690
LIABILITIES IN EXCESS OF OTHER ASSETS — (18.6)%			(38,709,290	)
NET ASSETS — 100.0%		$	208,025,400

* Non-income producing security.

(a) All or a portion of security is on loan. The aggregate market value of such securities is $37,201,303; cash collateral of $38,830,952 (included with liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(b) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(o) As of December 31, 2009, one security representing $0 and 0% of net assets was fair valued in accordance with the policies adopted by the Board of Trustees.

(w) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks	$	204,259,758	$	—	$	—
Affiliated Money Market Mutual Fund		42,474,932		—		—
		246,734,690		—		—
Other Financial Instuments*		—		—		—
Total	$	246,734,690	$	—	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

SEE NOTES TO FINANCIAL STATEMENTS.

A33

	SP SMALL CAP VALUE PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

As of December 31, 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments. As of December 31, 2009, the Portfolio had one Level 3 security with a fair value of $0.

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 were as follows:

Affiliated Money Market Mutual Fund (18.7% represents investments purchased with collateral from securities on loan)	20.4	%
Real Estate Investment Trusts	7.2
Commercial Banks	6.0
Insurance	5.7
Semiconductors & Semiconductor Equipment	4.8
Machinery	4.3
Oil, Gas & Consumable Fuels	3.5
Metals & Mining	3.2
Financial—Bank & Trust	3.1
Energy Equipment & Services	3.1
Chemicals	2.7
Capital Markets	2.4
Utilities	2.2
Healthcare Providers & Services	2.1
Financial Services	2.1
Specialty Retail	2.0
Exchange Traded Funds	1.9
Software	1.9
Machinery & Equipment	1.8
Retail & Merchandising	1.6
Textiles, Apparel & Luxury Goods	1.6
Auto Components	1.6
Banks	1.5
Telecommunications	1.5
Foods	1.4
Diversified Financial Services	1.4
Communication Equipment	1.3
Electrical Equipment	1.3
Computer Services & Software	1.3
Real Estate Management & Development	1.1
Healthcare Services	1.1
Road & Rail	1.1
Construction & Engineering	1.0
Professional Services	0.9
Electric Utilities	0.9
Leisure Equipment & Products	0.8

Building Materials	0.8	%
Building Products	0.8
Aerospace & Defense	0.8
Airlines	0.8
Computer Hardware	0.7
Diversified Consumer Services	0.6
Restaurants	0.6
Commercial Services & Supplies	0.6
Distribution/Wholesale	0.6
Clothing & Apparel	0.6
Hotels, Restaurants & Leisure	0.5
Healthcare Products	0.5
Gas Utilities	0.5
Construction	0.5
Transportation	0.5
Marine	0.4
Trading Companies & Distributors	0.4
Iron/Steel	0.4
Environmental Services	0.4
Medical Supplies & Equipment	0.4
Electronic Components & Equipment	0.3
Consumer Products & Services	0.3
Household Products	0.3
Commercial Services	0.3
Food Products	0.3
Automotive Parts	0.3
Textiles	0.3
Thrifts & Mortgage Finance	0.3
Food & Staples Retailing	0.3
Entertainment & Leisure	0.3
Healthcare Equipment & Supplies	0.3
Internet & Catalog Retail	0.3
Containers & Packaging	0.3
Diversified Machinery	0.2
Electronic Equipment & Instruments	0.2
Paper & Forest Products	0.2
Business Services	0.2
Consumer Finance	0.2
Computers & Peripherals	0.2
Multi-Utilities	0.1
Life Science Tools & Services	0.1
Healthcare Technology	0.1
	118.6
Liabilities in excess of other assets	(18.6	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A34

SP SMALL CAP VALUE PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments at value, including securities on loan of $37,201,303:
Unaffiliated investments (cost $182,497,351)	$	204,259,758
Affiliated investments (cost $42,474,932)		42,474,932
Receivable for investments sold		1,108,425
Dividends receivable		280,367
Prepaid expenses		4,473
Receivable for Series shares sold		430
Total Assets		248,128,385
LIABILITIES
Collateral for securities on loan		38,830,952
Payable for investments purchased		869,087
Management fee payable		155,835
Accrued expenses and other liabilities		93,579
Payable to custodian		88,970
Payable for Series shares repurchased		62,218
Deferred trustees’ fees		1,749
Affiliated transfer agent fees payable		595
Total Liabilities		40,102,985
NET ASSETS	$	208,025,400
Net assets were comprised of:
Paid-in capital	$	241,254,185
Retained earnings		(33,228,785	)
Net assets, December 31, 2009	$	208,025,400
Net asset value and redemption price per share, $208,025,400 / 21,245,444 outstanding shares of beneficial interest	$	9.79

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of $1,367 foreign withholding tax)	$	3,129,216
Affiliated income from securities lending, net		192,971
Affiliated dividend income		19,563
		3,341,750
EXPENSES
Management fee		1,775,887
Custodian’s fees and expenses		100,000
Shareholders’ reports		35,000
Audit fee		20,000
Trustees’ fees		11,000
Transfer agent’s fees and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Legal fees and expenses		5,000
Insurance expenses		4,000
Commitment fee on syndicated credit agreement		3,000
Loan interest expense (Note 8)		16
Miscellaneous		4,652
Total expenses		1,968,555
NET INVESTMENT INCOME		1,373,195
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on investment transactions		(33,228,182	)
Net change in unrealized appreciation on investments		85,129,259
NET GAIN ON INVESTMENTS		51,901,077
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	53,274,272

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	1,373,195		$	3,030,798
Net realized loss on investment transactions		(33,228,182	)		(22,100,237	)
Net change in unrealized appreciation (depreciation) on investments		85,129,259			(63,567,798	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		53,274,272			(82,637,237	)
DISTRIBUTIONS		(3,031,501	)		(30,200,109	)
SERIES SHARE TRANSACTIONS:
Series shares sold [1,174,838 and 4,858,589 shares, respectively]		9,089,265			41,844,195
Series shares issued in reinvestment of distributions [384,221 and 2,801,494 shares, respectively]		3,031,501			30,200,109
Series shares repurchased [6,912,276 and 6,373,598 shares, respectively]		(56,495,635	)		(66,485,501	)
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(44,374,869	)		5,558,803
TOTAL INCREASE (DECREASE) IN NET ASSETS		5,867,902			(107,278,543	)
NET ASSETS:
Beginning of year		202,157,498			309,436,041
End of year	$	208,025,400		$	202,157,498

SEE NOTES TO FINANCIAL STATEMENTS.

A35

	SP STRATEGIC PARTNERS FOCUSED GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 99.3%
COMMON STOCKS	Shares	Value (Note 2)
Beverages — 1.5%
Anheuser-Busch InBev NV, ADR (Belgium)*	6,600	$	343,398
PepsiCo, Inc.	5,315		323,152
			666,550
Biotechnology — 4.4%
Celgene Corp.*	23,925		1,332,144
Gilead Sciences, Inc.*	13,375		578,870
			1,911,014
Capital Markets — 6.3%
Blackstone Group LP (The)	28,148		369,302
Franklin Resources, Inc.	4,000		421,400
Goldman Sachs Group, Inc. (The)	11,800		1,992,312
			2,783,014
Communication Equipment — 6.2%
Cisco Systems, Inc.*	24,650		590,121
QUALCOMM, Inc.	46,450		2,148,777
			2,738,898
Computers & Peripherals — 15.5%
Apple, Inc.*	14,787		3,117,987
Hewlett-Packard Co.	42,625		2,195,614
NetApp, Inc.*	42,800		1,471,892
			6,785,493
Diversified Financial Services — 3.0%
Bank of America Corp.	32,800		493,968
JPMorgan Chase & Co.	19,800		825,066
			1,319,034
Electrical Equipment — 0.4%
Vestas Wind Systems A/S (Denmark)*	8,400		170,520
Energy Equipment & Services — 4.8%
Schlumberger Ltd. (Netherlands)	32,700		2,128,443
Food & Staples Retailing — 1.2%
Costco Wholesale Corp.	8,650		511,820
Food Products — 2.2%
Unilever PLC, ADR (United Kingdom)	30,000		957,000
Healthcare Equipment & Supplies — 4.7%
Alcon, Inc. (Switzerland)	12,600		2,070,810
Healthcare Providers & Services — 3.9%
Medco Health Solutions, Inc.*	26,755		1,709,912
Internet & Catalog Retail — 3.9%
Amazon.com, Inc.*	12,700		1,708,404
Internet Software & Services — 10.0%
Baidu, Inc., ADR (Cayman Islands)*	3,504		1,440,950
Google, Inc. (Class A Stock)*	4,740		2,938,705
			4,379,655
IT Services — 6.1%
MasterCard, Inc. (Class A Stock)	5,300		1,356,694
Visa, Inc. (Class A Stock)	15,200		1,329,392
			2,686,086

COMMON STOCKS (continued)	Shares	Value (Note 2)
Machinery — 2.8%
Danaher Corp.	7,390	$	555,728
Illinois Tool Works, Inc.	13,900		667,061
			1,222,789
Media — 0.6%
Comcast Corp. (Class A Stock)	14,800		249,528
Metals & Mining — 1.2%
ArcelorMittal (Luxembourg)	11,300		516,975
Multi-Line Retail — 1.6%
Kohl’s Corp.*	7,900		426,047
Target Corp.	6,000		290,220
			716,267
Oil, Gas and Consumable Fuels — 4.8%
EOG Resources, Inc.	3,200		311,360
Occidental Petroleum Corp.	21,900		1,781,565
			2,092,925
Pharmaceuticals — 5.9%
Novartis AG, ADR (Switzerland)	24,700		1,344,421
Teva Pharmaceutical Industries Ltd., ADR (Israel)	22,395		1,258,151
			2,602,572
Road & Rail — 2.4%
Union Pacific Corp.	16,600		1,060,740
Semiconductor & Semi-Conductor Instruments — 2.4%
Intel Corp.	35,740		729,096
KLA-Tencor Corp.	9,300		336,288
			1,065,384
Software — 3.5%
Adobe Systems, Inc.*	41,800		1,537,404
TOTAL LONG-TERM INVESTMENTS (cost $32,363,203)			43,591,237
SHORT-TERM INVESTMENT — 0.7%
AFFILIATED MONEY MARKET MUTUAL FUND
Dryden Core Investment Fund — Taxable Money Market Series(w)(Note 4) (cost $320,316)	320,316		320,316
TOTAL INVESTMENTS — 100.0% (cost $32,683,519)			43,911,553
OTHER ASSETS IN EXCESS OF LIABILITIES			2,807
NET ASSETS — 100.0%		$	43,914,360

The following abbreviation is used in the Portfolio descriptions:

ADR	American Depositary Receipt
*	Non-income producing security.
(w)	Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

SEE NOTES TO FINANCIAL STATEMENTS.

A36

	SP STRATEGIC PARTNERS FOCUSED GROWTH PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

Investments in Securities	Level 1		Level 2		Level 3
Common Stocks	$	43,591,237	$	—	$	—
Affiliated Money Market Mutual Fund		320,316		—		—
		43,911,553		—		—
Other Financial Instuments*		—		—		—
Total	$	43,911,553	$	—	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

The industry classification of investments and other assets in excess of liabilities shown as a percentage of net assets as of December 31, 2009 were as follows:

Computers & Peripherals	15.5	%
Internet Software & Services	10.0
Capital Markets	6.3
Communication Equipment	6.2
IT Services	6.1
Pharmaceuticals	5.9
Energy Equipment & Services	4.8
Oil, Gas and Consumable Fuels	4.8
Healthcare Equipment & Supplies	4.7
Biotechnology	4.4
Healthcare Providers & Services	3.9
Internet & Catalog Retail	3.9
Software	3.5
Diversified Financial Services	3.0
Machinery	2.8
Semiconductor & Semi-Conductor Instruments	2.4
Road & Rail	2.4
Food Products	2.2
Multi-Line Retail	1.6
Beverages	1.5
Metals & Mining	1.2
Food & Staples Retailing	1.2
Affiliated Money Market Mutual Fund	0.7
Media	0.6
Electrical Equipment	0.4
	100.0
Other assets in excess of liabilities	—	*
	100.0	%

* Less than .05%.

SEE NOTES TO FINANCIAL STATEMENTS.

A37

SP STRATEGIC PARTNERS FOCUSED GROWTH PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments at value:
Unaffiliated investments (cost $32,363,203)	$	43,591,237
Affiliated investments (cost $320,316)		320,316
Cash		56,106
Dividends receivable		40,314
Prepaid expenses		790
Receivable for Series shares sold		336
Total Assets		44,009,099
LIABILITIES
Accrued expenses and other liabilities		44,394
Management fee payable		33,264
Payable for Series shares repurchased		10,282
Distribution fee payable		2,880
Administration fee payable		1,729
Deferred trustees’ fees		1,595
Affiliated transfer agent fees payable		595
Total Liabilities		94,739
NET ASSETS	$	43,914,360
Net assets were comprised of:
Paid-in capital	$	40,809,136
Retained earnings		3,105,224
Net assets, December 31, 2009	$	43,914,360
Class I:
Net asset value and redemption price per share, $30,226,788 / 4,389,006 outstanding shares of beneficial interest	$	6.89
Class II:
Net asset value and redemption price per share, $13,687,572 / 2,071,685 outstanding shares of beneficial interest	$	6.61

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of $13,941 foreign withholding tax)	$	408,141
Affiliated dividend income		4,347
		412,488
EXPENSES
Management fee		337,096
Distribution fee—Class II		29,923
Administration fee—Class II		17,954
Custodian’s fees and expenses		58,000
Shareholders’ reports		42,000
Audit fee		20,000
Transfer agent’s fees and expenses (including affiliated expense of $3,600) (Note 4)		9,000
Trustees’ fees		8,000
Legal fees and expenses		6,000
Insurance expenses		1,000
Commitment fee on syndicated credit agreement		1,000
Loan interest expense (Note 8)		39
Miscellaneous		5,660
Total expenses		535,672
NET INVESTMENT LOSS		(123,184	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on investment transactions		(253,712	)
Net change in unrealized appreciation (depreciation) on investments		14,192,418
NET GAIN ON INVESTMENTS		13,938,706
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	13,815,522

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS OPERATIONS:
Net investment loss	$	(123,184	)	$	(230,608	)
Net realized loss on investment transactions		(253,712	)		(5,291,643	)
Net change in unrealized appreciation (depreciation) on investments		14,192,418			(17,178,750	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		13,815,522			(22,701,001	)
DISTRIBUTIONS:
Class I		—			(2,371,440	)
Class II		—			(1,588,341	)
TOTAL DISTRIBUTIONS		—			(3,959,781	)
SERIES SHARE TRANSACTIONS (NOTE 7):
Series shares sold		6,332,838			6,604,302
Series shares issued in reinvestment of distributions		—			3,959,781
Series shares repurchased		(8,292,419	)		(17,551,936	)
DECREASE IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		(1,959,581	)		(6,987,853	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		11,855,941			(33,648,635	)
NET ASSETS:
Beginning of year		32,058,419			65,707,054
End of year	$	43,914,360		$	32,058,419

SEE NOTES TO FINANCIAL STATEMENTS.

A38

NOTES TO THE FINANCIAL STATEMENTS OF

THE PRUDENTIAL SERIES FUND

Note 1: General

The Prudential Series Fund (“Series Fund”), organized as a Delaware statutory trust, is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. On January 2, 2006, each Portfolio of the Series Fund changed its federal income tax status from a regulated investment company to a partnership. As a result of that conversion, the Series Fund was reorganized from a Maryland corporation to a Delaware statutory trust. Pursuant to this reorganization, the Series Fund has been renamed “The Prudential Series Fund.” The Series Fund is composed of twenty-two Portfolios (“Portfolio” or “Portfolios”), each with separate series shares. The information presented in these financial statements pertains to eight Portfolios which are listed below along with each Portfolio’s investment objective.

SP Davis Value Portfolio:    Capital growth through investments primarily in common stock of U.S. companies with market capitalization of at least $5 billion.

SP Growth Asset Allocation Portfolio:    Provide long-term growth of capital with consideration also given to current income by investing in large-cap equity portfolios, fixed income portfolios, international equity portfolios and small/mid-cap equity portfolios. The Portfolio will achieve this by investing in certain other Series Fund Portfolios and Advanced Series Trust Portfolios.

SP International Growth Portfolio:    Long-term growth of capital by investing primarily in equity-related securities of foreign issuers.

SP International Value Portfolio:    Long-term capital appreciation by investing primarily in the stocks and other equity securities of companies in developed countries outside the United States.

SP Mid Cap Growth Portfolio:    Long-term growth of capital by investing primarily in common stocks and related securities, such as preferred stocks, convertible securities and depository receipts for those securities.

SP Prudential U.S. Emerging Growth Portfolio:    Long-term capital appreciation by investing primarily in equity securities of small and medium-sized U.S. companies that the Portfolio manager believes have the potential for above-average growth.

SP Small Cap Value Portfolio:    Long-term growth of capital by investing primarily in common stocks of companies with small to medium market capitalization.

SP Strategic Partners Focused Growth Portfolio:    Long-term capital growth by investing primarily in equity-related securities of U.S. companies that the Portfolio manager believes to have strong capital appreciation potential.

The ability of issuers of debt securities (other than those issued or guaranteed by the U.S. Government) held by the Portfolios to meet their obligations may be affected by the economic or political developments in a specific industry, region or country.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the possibility of political and economic instability or the level of governmental supervision and regulation of foreign securities markets.

Note 2: Accounting Policies

The following is a summary of significant accounting policies followed by the Series Fund and the Portfolios in preparation of their financial statements.

Securities Valuation:    Securities listed on a securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and asked prices, or at the last bid price on such day in the absence of an asked price. Securities traded via NASDAQ are valued at the official closing price provided by NASDAQ. Securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by Prudential Investments LLC (“PI” or “Manager”) in consultation with the subadviser, to be over-the-counter, are valued at market value using prices provided by an independent pricing agent or principal market maker. Options on

B1

securities and indices traded on an exchange are valued at the last sale price as of the close of trading on the applicable exchange or, if there was no sale, at the mean between the most recently quoted bid and asked prices on such exchange or at the last bid price in absence of an asked price. Futures contracts and options thereon traded on a commodities exchange or board of trade are valued at the last sale price at the close of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted bid and asked prices on such exchange or board of trade or at the last bid price in the absence of an asked price. Prices may be obtained from independent pricing services which use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Securities for which reliable market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Series Fund’s normal pricing time, are valued at fair value in accordance with Board of Trustees’ approved fair valuation procedures. When determining the fair valuation of securities, some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the 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 investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values.

Investments in mutual funds are valued at their net asset value as of the close of the New York Stock Exchange on the date of valuation.

Short-term debt securities of sufficient credit quality that are held in the Portfolios which mature in more than 60 days are valued at fair value and those short-term debt securities of sufficient credit quality which mature in 60 days or less are valued at amortized cost which approximates fair value. The amortized cost method values a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium.

Each Portfolio may hold up to 15% of their net assets in illiquid securities, including those which are restricted as to disposition under securities law (“restricted securities”). Restricted securities, including private placements, are valued pursuant to the valuation procedures noted above.

Repurchase Agreements:    In connection with transactions in repurchase agreements with United States financial institutions, it is the Series Fund’s policy that its custodian or designated subcustodians, as the case may be, under triparty repurchase agreements, take possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked to market on a daily basis to ensure the adequacy of the collateral. If the seller defaults or the value of the collateral declines, or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Series Fund may by delayed or limited.

Foreign Currency Translation:    The books and records of the Series Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:

(i)  market value of investment securities, other assets and liabilities—at the current daily rates of exchange.

(ii)  purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets of the Series Fund are presented at the foreign exchange rates and market values at the close of the period, the Series Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at the end of the year. Similarly, the Series Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of portfolio securities sold during the period. Accordingly, these realized foreign currency gains (losses) are included in the reported net realized gains (losses) on investment transactions.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the holding of foreign currencies, currency gains (losses) realized between the trade date and settlement

B2

date on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Series Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates are reflected as a component of net unrealized appreciation (depreciation) on investments and foreign currencies.

Forward Currency Contracts:    A forward currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate between two parties. Certain Portfolios of the Series Fund entered into forward currency contracts in order to hedge their exposure to changes in foreign currency exchange rates on their foreign portfolio holdings or specific receivables and payables denominated in a foreign currency and to gain exposure to certain currencies. The contracts are valued daily at current forward exchange rates and any unrealized gain or loss is included in net unrealized appreciation or depreciation on foreign currencies. Gain or loss is realized on the settlement date of the contract equal to the difference between the settlement value of the original and renegotiated forward contracts. This gain or loss, if any, is included in net realized gain (loss) on foreign currency transactions. Risks may arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts. Forward currency contracts involve risks from currency exchange rate and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Portfolio’s maximum risk of loss from counterparty credit risk is the net value of the cash flows to be received from the counterparty at the end of the contract’s life. A master netting arrangement between the Portfolio and the counterparty permits the Portfolio to offset amounts payable by the Portfolio to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Portfolio to cover the Portfolio’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable.

Warrants and Rights:    Certain Portfolios of the Series Fund hold warrants and rights acquired either through a direct purchase, included as part of a private placement, or pursuant to corporate actions. Warrants and rights entitle the holder to buy a proportionate amount of common stock at a specific price and time through the expiration dates. Such warrants and rights are held as long positions by the Portfolio until exercised, sold or expired. Warrants and rights are valued at fair value in accordance with the Board of Trustees’ approved fair valuation procedures.

Securities Lending:    Each Portfolio of the Series Fund may lend its portfolio securities to broker-dealers. The loans are secured by collateral at least equal at all times to the market value of the securities loaned. Loans are subject to termination at the option of the borrower or Portfolio. Upon termination of the loan, the borrower will return to the Portfolio securities identical to the loaned securities. Should the borrower of the securities fail financially, the Portfolio has the right to repurchase the securities using the collateral in the open market. The Portfolio recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The Portfolio also continues to receive interest and dividends or amounts equivalent thereto on the securities loaned and recognizes any unrealized gain or loss in the market price of the securities loaned that may occur during the term of the loan.

Securities Transactions and Net Investment Income:    Securities transactions are recorded on the trade date. Realized gains (losses) on sales of securities are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date; interest income, which is comprised of four elements: stated coupon, original issue discount, market discount and market premium, is recorded on the accrual basis. Expenses are recorded on the accrual basis. The Series Fund’s expenses are allocated to the respective Portfolios on the basis of relative net assets except for Portfolio specific expenses which are attributable directly to a Portfolio or class level.

For Portfolios with multiple classes of shares, net investment income (loss) (other than administration and distribution fees, which are charged to the respective class) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Custody Fee Credits:    The Series Fund has an arrangement with its custodian bank, whereby uninvested monies earn credits which reduce the fees charged by the custodian. Such custody fee credits are presented as a reduction of gross expenses in the accompanying Statements of Operations.

B3

Taxes:    For federal income tax purposes, each Portfolio in the Series Fund is treated as a separate taxpaying entity. The Portfolios are treated as partnerships for tax purposes. No provision has been made in the financial statements for U.S. Federal, state, or local taxes, as any tax liability arising from operations of the Portfolio is the responsibility of their partners. The Portfolios are not subject to entity-level taxation. Partners of each Portfolio are subject to taxes on their distributive share of partnership items.

Withholding taxes on foreign dividends, interest and capital gains have been provided for in accordance with the Series Fund’s understanding of the applicable country’s tax rules and regulations.

Distributions:    Distributions from each Portfolio are made in cash and automatically reinvested in additional shares of the same Portfolio. The Portfolios’ distributions are generally made on an annual basis. Distributions are recorded on the ex-date.

Estimates:    The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

Note 3: Agreements

The Series Fund has a management agreement with PI. Pursuant to this agreement PI has responsibility for all investment advisory services and supervises the subadvisers’ performance of such services. PI has entered into subadvisory agreements with Jennison Associates LLC (“Jennison”), AllianceBernstein LP (“AllianceBernstein”), Davis Selected Advisers, LP (“Davis”), Goldman Sachs Asset Management, L.P. (“GSAM”), LSV Asset Management (“LSV”), Marsico Capital Management, LLC (“Marsico”), Neuberger Berman Management, Inc. (“Neuberger Berman”), Quantitative Management Associates LLC (“QMA”), William Blair & Company LLC (“William Blair”), Thornburg Investment Management, Inc. (“Thornburg”), and ClearBridge Advisors LLC (“ClearBridge”) (collectively, the “Subadvisers”), under which each provides investment advisory services for certain Portfolios of the Series Fund. PI pays for the services of the Subadvisers, compensation of officers of the Series Fund, occupancy and certain clerical and administrative expenses of the Series Fund. The Portfolios bear all other costs and expenses.

The management fee paid to PI is computed daily and payable monthly, at the annual rates specified below, of the value of each of the Portfolio’s average daily net assets.

Portfolio	Management Fee		Effective Management Fee
SP Davis Value Portfolio	0.75	%	0.75	%
SP Growth Asset Allocation Portfolio	0.05		0.05
SP International Growth Portfolio	0.85		0.85
SP International Value Portfolio	0.90		0.90
SP Mid Cap Growth Portfolio	0.80		0.80
SP Prudential U.S. Emerging Growth Portfolio	0.60		0.60
SP Small Cap Value Portfolio	0.90		0.90
SP Strategic Partners Focused Growth Portfolio	0.90		0.90

At December 31, 2009 the Subadvisers that provide investment advisory services to the Portfolio are as follows. Where more than one Subadviser is listed, each Subadviser provides services to a segment of the Portfolio:

Portfolio	Subadviser(s)
SP Davis Value Portfolio	Davis
SP Growth Asset Allocation Portfolio	QMA
SP International Growth Portfolio	William Blair, Marsico
SP International Value Portfolio	LSV, Thornburg
SP Mid Cap Growth Portfolio	Neuberger Berman
SP Prudential U.S. Emerging Growth Portfolio	Jennison
SP Small Cap Value Portfolio	GSAM, ClearBridge
SP Strategic Partners Focused Growth Portfolio	AllianceBernstein, Jennison

B4

The Series Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”) which acts as the distributor of the Class I and Class II shares of the Series Fund. The Series Fund compensates PIMS for distributing and servicing the Series Fund’s Class II shares pursuant to a plan of distribution (the “Class II Plan”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class I shares of the Series Fund. Pursuant to the Class II Plan, the Class II shares of each Portfolio compensate PIMS for distribution-related activities at an annual rate of 0.25% of the average daily net assets of the Class II shares.

The Series Fund has an administration agreement with PI which acts as the administrator of the Class II shares of the Series Fund. The administration fee paid to PI is accrued daily and payable monthly, at the annual rate of 0.15% of the average daily net assets of the Class II shares.

PIMS, PI, QMA and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

Note 4: Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PI and an indirect, wholly-owned subsidiary of Prudential, serves as the Series Fund’s transfer agent. Transfer agent fees and expenses in the Statements of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

Prudential Investment Management, Inc. (“PIM”), an indirect, wholly-owned subsidiary of Prudential, is the Series Fund’s security lending agent. For the year ended December 31, 2009, PIM was compensated as follows for these services by the Series Funds:

	PIM
SP Davis Value Portfolio	$	39,118
SP International Growth Portfolio		13,978
SP Mid Cap Growth Portfolio		42,078
SP Prudential U.S. Emerging Growth Portfolio		49,077
SP Small Cap Value Portfolio		80,154

Certain Portfolios invest in the Taxable Money Market Series (the “Series”), a portfolio of Dryden Core Investment. The Series is a money market fund registered under the Investment Company Act of 1940, as amended, and managed by PI.

Note 5: Portfolio Securities

The aggregate cost of purchases and the proceeds from the sales of securities (excluding government securities and short-term issues) for the year ended December 31, 2009 were as follows:

Portfolio	Cost of Purchases		Proceeds from Sales
SP Davis Value Portfolio	$	21,553,953	$	33,182,568
SP Growth Asset Allocation Portfolio		158,024,788		208,976,000
SP International Growth Portfolio		183,135,491		290,545,733
SP International Value Portfolio		155,951,034		241,140,075
SP Mid Cap Growth Portfolio		47,819,952		53,617,535
SP Prudential U.S. Emerging Growth Portfolio		60,108,039		73,284,442
SP Small Cap Value Portfolio		100,602,396		145,367,243
SP Strategic Partners Focused Growth Portfolio		44,658,979		45,982,603

Note 6: Tax Information

After January 2, 2006, all Portfolios are treated as partnerships for tax purposes. The character of the cash distributions paid by the partnerships is generally classified as return of capital nontaxable distributions. After each fiscal year each partner will receive information regarding their distributive allocable share of the partnership’s income, gains, losses and deductions.

B5

Prior to January 2, 2006, was incorporated as of that date, qualified as a regulated investment company under the Internal Revenue Code and distributed all of its taxable income, including any net realized gains on investments, to shareholders.

With respect to the Portfolios, book cost of assets differs from tax cost of assets as a result of each Portfolio’s adoption of a mark to market method of accounting for tax purposes. Under this method, tax cost of assets will approximate its fair market value.

Management has analyzed the Portfolios’ tax positions taken on federal income tax returns for all open tax years and has concluded that as of December 31, 2009, no provision for income tax would be required in the Portfolio’s financial statements. The Portfolios’ federal and state income tax returns for tax years for which the applicable statues of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Note 7: Capital

The Series Fund offers Class I and Class II shares. Neither Class I nor Class II shares of a Portfolio are subject to any sales charge or redemption charge and are sold at the net asset value of the Portfolio. Class I shares are sold only to certain separate accounts of Prudential to fund benefits under certain variable life insurance and variable annuity contracts (“contracts”). Class II shares are sold only to separate accounts of non-Prudential insurance companies as investment options under certain contracts. The separate accounts invest in shares of the Series Fund through subaccounts that correspond to the Portfolio. The separate accounts will redeem shares of the Series Fund to the extent necessary to provide benefits under the contracts or for such other purposes as may be consistent with the contracts. As of December 31, 2009, the SP Prudential U.S. Emerging Growth, SP Strategic Partners Focused Growth and SP International Growth Portfolios have Class II shares outstanding.

Transactions in shares of beneficial interest of the SP International Growth, SP Prudential U.S. Emerging Growth and SP Strategic Partners Focused Growth Portfolios were as follows:

SP International Growth Portfolio:
Class I	Shares		Amount
Year ended December 31, 2009:
Series shares sold	7,117,878		$	26,400,946
Series shares issued in reinvestment of distributions	1,184,066			4,665,219
Series shares repurchased	(33,262,684	)		(138,967,214	)
Net increase (decrease) in shares outstanding	(24,960,740	)	$	(107,901,049	)
Year ended December 31, 2008:
Series shares sold	7,707,426		$	42,123,871
Series shares issued in reinvestment of distributions	11,132,248			70,133,161
Series shares repurchased	(17,448,954	)		(118,140,650	)
Net increase (decrease) in shares outstanding	1,390,720		$	(5,883,618	)
Class II
Year ended December 31, 2009:
Series shares sold	236,769		$	919,713
Series shares issued in reinvestment of distributions	33,404			129,607
Series shares repurchased	(607,512	)		(2,326,105	)
Net increase (decrease) in shares outstanding	(337,339	)	$	(1,276,785	)
Year ended December 31, 2008:
Series shares sold	1,647,667		$	11,225,987
Series shares issued in reinvestment of distributions	897,109			5,535,160
Series shares repurchased	(3,525,674	)		(19,551,361	)
Net increase (decrease) in shares outstanding	(980,898	)	$	(2,790,214	)

B6

SP Prudential U.S. Emerging Growth Portfolio
Class I	Shares		Amount
Year ended December 31, 2009:
Series shares sold	1,056,236		$	5,684,842
Series shares issued in reinvestment of distributions	170,506			903,679
Series shares repurchased	(3,659,643	)		(18,695,363	)
Net increase (decrease) in shares outstanding	(2,432,901	)	$	(12,106,842	)
Year ended December 31, 2008:
Series shares sold	951,155		$	6,074,026
Series shares issued in reinvestment of distributions	3,888,475			28,074,791
Series shares repurchased	(4,826,937	)		(31,576,609	)
Net increase (decrease) in shares outstanding	12,693		$	2,572,208
Class II
Year ended December 31, 2009:
Series shares sold	943		$	5,122
Series shares issued in reinvestment of distributions	124			638
Series shares repurchased	(3,558	)		(18,498	)
Net increase (decrease) in shares outstanding	(2,491	)	$	(12,738	)
Year ended December 31, 2008:
Series shares sold	516		$	2,117
Series shares issued in reinvestment of distributions	7,530			52,710
Series shares repurchased	(6,498	)		(40,442	)
Net increase (decrease) in shares outstanding	1,548		$	14,385
SP Strategic Partners Focused Growth Portfolio:
Class I	Shares		Amount
Year ended December 31, 2009:
Series shares sold	662,089		$	3,652,339
Series shares issued in reinvestment of distributions	—			—
Series shares repurchased	(793,843	)		(4,461,067	)
Net increase (decrease) in shares outstanding	(131,754	)	$	(808,728	)
Year ended December 31, 2008:
Series shares sold	421,146		$	2,929,158
Series shares issued in reinvestment of distributions	314,098			2,371,440
Series shares repurchased	(847,025	)		(5,562,995	)
Net increase (decrease) in shares outstanding	(111,781	)	$	(262,397	)
Class II
Year ended December 31, 2009:
Series shares sold	514,867		$	2,680,499
Series shares issued in reinvestment of distributions	—			—
Series shares repurchased	(710,090	)		(3,831,352	)
Net increase (decrease) in shares outstanding	(195,223	)	$	(1,150,853	)
Year ended December 31, 2008:
Series shares sold	517,775		$	3,675,144
Series shares issued in reinvestment of distributions	217,879			1,588,341
Series shares repurchased	(1,859,584	)		(11,988,941	)
Net increase (decrease) in shares outstanding	(1,123,930	)	$	(6,725,456	)

B7

Note 8: Borrowings

The Portfolios, along with other affiliated registered investment companies (the “Funds”), are a party to a Syndicated Credit Agreement (“SCA”) with two banks. The SCA provides for a commitment of $500 million. Interest on any borrowings under the SCA is incurred at market rates and a commitment fee for the unused amount is accrued daily and paid quarterly. Effective October 22, 2009, the Funds renewed the SCA with the banks. The commitment under the renewed SCA continues to be $500 million. The Funds pay a commitment fee of .15 of 1% of the unused portion of the renewed SCA. For the period October 24, 2008 through October 21, 2009, the Funds paid a commitment fee of .13 of 1% of the unused portion of the agreement. The expiration date of the renewed SCA will be October 20, 2010. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions.

The following Portfolios utilized the line of credit during the year ended December 31, 2009. The average balance is for the number of days the Portfolios had utilized the credit facility.

Portfolio	Approximate Average Balance Outstanding		Number of Days Outstanding	Weighted Average Interest Rate		Outstanding Borrowings at December 31, 2009
SP International Growth Portfolio	$	1,827,881	16	1.180	%	$	—
SP International Value Portfolio		2,628,743	60	1.273	%		—
SP Mid Cap Growth Portfolio		187,285	27	1.160	%		—
SP Small Cap Value Portfolio		163,000	3	1.190	%		—
SP Strategic Partners Focused Growth Portfolio		251,600	5	1.120	%		—

Note 9: Ownership and Affiliates

As of December 31, 2009, all of Class I shares of each Portfolio were owned of record by The Prudential Insurance Company of America (“PICA”) on behalf of the owners of the variable insurance products issued by PICA.

Note 10: New Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements and input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for interim and annual reporting periods beginning after December 15, 2010. At this time, management is evaluating the implications of ASU No. 2010-06 and its impact on the financial statements has not been determined.

B8

Note 11: Subsequent Events

Management has evaluated the impact of all subsequent events on the Portfolios through February 17, 2010, the date the financial statements were issued, and has determined that the following subsequent events require recognition or disclosure in the financial statements:

Based on the approval of the Board of Trustees on December 7, 2009, the following portfolios will be merged during April or May of 2010.

Merging Portfolios of The Prudential Series Fund	Acquiring Portfolios of The Prudential Series Fund
SP Mid Cap Growth Portfolio	SP Prudential U.S. Emerging Growth Portfolio
SP Davis Value Portfolio	Value Portfolio
SP Strategic Partners Focused Growth Portfolio	Jennison Portfolio

The mergers are subject to the approval of shareholders.

B9

Financial Highlights

	SP Davis Value Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	6.72		$	12.00		$	11.99		$	10.68		$	10.98
Income (Loss) From Investment Operations:
Net investment income		.07			.12			.15			.09			.09
Net realized and unrealized gain (loss) on investments		2.01			(4.62	)		.39			1.49			.82
Total from investment operations		2.08			(4.50	)		.54			1.58			.91
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(.10	)
Distributions from net realized gains		—			—			—			—			(1.11	)
Distributions		(.12	)		(.78	)		(.53	)		(.27	)		—
Total dividends and distributions		(.12	)		(.78	)		(.53	)		(.27	)		(1.21	)
Net Asset Value, end of year	$	8.68		$	6.72		$	12.00		$	11.99		$	10.68
Total Return(a)		31.26	%		(39.88	)%		4.58	%		15.02	%		9.52	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	196.9		$	165.3		$	309.0		$	328.0		$	311.7
Ratios to average net assets(b):
Expenses		.85	%		.82	%		.80	%		.81	%		.82	%
Net investment income		.92	%		1.13	%		1.11	%		.81	%		.87	%
Portfolio turnover rate		13	%		19	%		9	%		14	%		14	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolio in which the Portfolio invests.

	SP Growth Asset Allocation Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	6.60		$	11.59		$	11.17		$	10.23		$	9.80
Income (Loss) From Investment Operations:
Net investment income		.16			.16			.18			.16			.19
Net realized and unrealized gain (loss) on investments		1.53			(4.01	)		.85			1.13			.66
Total from investment operations		1.69			(3.85	)		1.03			1.29			.85
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(.06	)
Distributions from net realized gains		—			—			—			—			(.36	)
Distributions		(.26	)		(1.14	)		(.61	)		(.35	)		—
Total dividends and distributions		(.26	)		(1.14	)		(.61	)		(.35	)		(.42	)
Net Asset Value, end of year	$	8.03		$	6.60		$	11.59		$	11.17		$	10.23
Total Return(a)		26.22	%		(36.36	)%		9.23	%		12.88	%		9.24	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	792.8		$	694.8		$	1,252.7		$	1,283.9		$	1,212.0
Ratios to average net assets(b):
Expenses		.07	%		.07	%		.06	%		.05	%		.05	%
Net investment income		2.15	%		1.57	%		1.32	%		1.50	%		2.65	%
Portfolio turnover rate		22	%		29	%		21	%		25	%		18	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolios in which the Portfolio invests.

SEE NOTES TO FINANCIAL STATEMENTS.

C1

Financial Highlights

	SP International Growth Portfolio
	Class I
	Year Ended December 31,
	2009(c)			2008			2007(c)			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	3.45		$	8.52		$	8.30		$	7.55		$	6.85
Income (Loss) From Investment Operations:
Net investment income		.05			.10			.10			.05			.04
Net realized and unrealized gain (loss) on investments		1.22			(3.74	)		1.50			1.45			1.01
Total from investment operations		1.27			(3.64	)		1.60			1.50			1.05
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(.04	)
Distributions from net realized gains		—			—			—			—			(.31	)
Distributions		(.09	)		(1.43	)		(1.38	)		(.75	)		—
Total dividends and distributions		(.09	)		(1.43	)		(1.38	)		(.75	)		(.35	)
Net Asset Value, end of year	$	4.63		$	3.45		$	8.52		$	8.30		$	7.55
Total Return(a)		37.15	%		(50.30	)%		19.55	%		21.05	%		16.39	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	162.5		$	207.5		$	500.0		$	456.0		$	453.6
Ratios to average net assets(b):
Expenses		.99	%		.99	%		.94	%		.97	%		.98	%
Net investment income		1.18	%		1.36	%		1.14	%		.69	%		.64	%
Portfolio turnover rate		89	%		101	%		81	%		111	%		99	%

	SP International Growth Portfolio
	Class II
	Year Ended December 31,
	2009(c)			2008			2007(c)			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	3.37		$	8.36		$	8.17		$	7.45		$	6.77
Income (Loss) From Investment Operations:
Net investment income		.03			.07			.07			.02			.03
Net realized and unrealized gain (loss) on investments		1.19			(3.65	)		1.47			1.42			.98
Total from investment operations		1.22			(3.58	)		1.54			1.44			1.01
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(.02	)
Distributions from net realized gains		—			—			—			—			(.31	)
Distributions		(.05	)		(1.41	)		(1.35	)		(.72	)		—
Total dividends and distributions		(.05	)		(1.41	)		(1.35	)		(.72	)		(.33	)
Net Asset Value, end of year	$	4.54		$	3.37		$	8.36		$	8.17		$	7.45
Total Return(a)		36.44	%		(50.49	)%		19.12	%		20.42	%		15.79	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	11.1		$	9.4		$	31.5		$	23.8		$	23.1
Ratios to average net assets(b):
Expenses		1.39	%		1.39	%		1.34	%		1.37	%		1.38	%
Net investment income		.70	%		1.10	%		.70	%		.28	%		.56	%
Portfolio turnover rate		89	%		101	%		81	%		111	%		99	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolio in which the Portfolio invests.

(c) Calculation based on average shares outstanding during the year.

SEE NOTES TO FINANCIAL STATEMENTS.

C2

Financial Highlights

	SP International Value Portfolio
	Year Ended December 31,
	2009			2008(c)			2007			2006			2005(c)
Per Share Operating Performance:
Net Asset Value, beginning of year	$	4.95		$	10.63		$	11.40		$	9.08		$	8.84
Income (Loss) From Investment Operations:
Net investment income		.14			.18			.24			.24			.17
Net realized and unrealized gain (loss) on investments		1.43			(4.27	)		1.79			2.35			.94
Total from investment operations		1.57			(4.09	)		2.03			2.59			1.11
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(.04	)
Distributions from net realized gains		—			—			—			—			(.83	)
Distributions		(.17	)		(1.59	)		(2.80	)		(.27	)		—
Total dividends and distributions		(.17	)		(1.59	)		(2.80	)		(.27	)		(.87	)
Net Asset Value, end of year	$	6.35		$	4.95		$	10.63		$	11.40		$	9.08
Total Return(a)		32.35	%		(44.06	)%		18.08	%		29.09	%		13.77	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	203.3		$	238.5		$	493.6		$	487.4		$	389.3
Ratios to average net assets(b):
Expenses		1.03	%		1.02	%		.99	%		.99	%		1.06	%
Net investment income		1.82	%		2.32	%		1.80	%		2.28	%		2.08	%
Portfolio turnover rate		67	%		34	%		46	%		113	%		18	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolio in which the Portfolio invests.

(c) Calculated based upon average shares outstanding during the year.

	SP Mid Cap Growth Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	3.43		$	7.53		$	7.07		$	7.21		$	6.85
Income (Loss) From Investment Operations:
Net investment income (loss)		(.01	)		(.01	)		(.02	)		.02			(.03	)
Net realized and unrealized gain (loss) on investments		1.09			(2.64	)		1.16			(.16	)		.39
Total from investment operations		1.08			(2.65	)		1.14			(.14	)		.36
Less Distributions:
Distributions		—			(1.45	)		(.68	)		—			—
Net Asset Value, end of year	$	4.51		$	3.43		$	7.53		$	7.07		$	7.21
Total Return(a)		31.49	%		(42.56	)%		16.21	%		(1.94	)%		5.26	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	81.5		$	67.5		$	134.8		$	133.1		$	152.9
Ratios to average net assets(b):
Expenses		.97	%		.89	%		.87	%		.91	%		1.00	%(c)
Net investment income (loss)		(.23	)%		(.23	)%		(.30	)%		.20	%		(.56	)%(c)
Portfolio turnover rate		69	%		66	%		156	%		107	%		94	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolio in which the Portfolio invests.

(c) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment loss ratios would have been 1.02% and (.58)%, respectively, for the year ended December 31, 2005.

SEE NOTES TO FINANCIAL STATEMENTS.

C3

Financial Highlights

	SP Prudential U.S. Emerging Growth Portfolio
	Class I
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	4.58		$	8.41		$	7.99		$	7.87		$	8.07
Income (Loss) From Investment Operations:
Net investment income (loss)		.04			.04			.02			.03			(.02	)
Net realized and unrealized gain (loss) on investments		1.87			(2.64	)		1.31			.71			1.16
Total from investment operations		1.91			(2.60	)		1.33			.74			1.14
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			—	(c)
Distributions from net realized gains		—			—			—			—			(1.34	)
Distributions		(.04	)		(1.23	)		(.91	)		(.62	)		—
Total dividends and distributions		(.04	)		(1.23	)		(.91	)		(.62	)		(1.34	)
Net Asset Value, end of year	$	6.45		$	4.58		$	8.41		$	7.99		$	7.87
Total Return(a)		41.89	%		(36.23	)%		16.82	%		9.59	%		17.77	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	142.3		$	112.3		$	205.8		$	202.6		$	194.8
Ratios to average net assets(b):
Expenses		.71	%		.68	%		.65	%		.67	%		.80	%
Net investment income (loss)		.66	%		.55	%		.24	%		.32	%		(.28	)%
Portfolio turnover rate		50	%		59	%		54	%		70	%		142	%

	SP Prudential U.S. Emerging Growth Portfolio
	Class II
	December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	4.44		$	8.17		$	7.79		$	7.72		$	7.96
Income (Loss) From Investment Operations:
Net investment income (loss)		.01			.01			(.01	)		(.01	)		(.05	)
Net realized and unrealized gain (loss) on investments		1.81			(2.53	)		1.27			.70			1.15
Total from investment operations		1.82			(2.52	)		1.26			.69			1.10
Less Dividends and Distributions:
Distributions from net realized gains		—			—			—			—			(1.34	)
Distributions		(.01	)		(1.21	)		(.88	)		(.62	)		—
Total dividends and distributions		(.01	)		(1.21	)		(.88	)		(.62	)		(1.34	)
Net Asset Value, end of year	$	6.25		$	4.44		$	8.17		$	7.79		$	7.72
Total Return(a):		41.14	%		(36.24	)%		16.34	%		9.10	%		17.47	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	0.3		$	0.2		$	0.4		$	0.3		$	0.3
Ratios to average net assets(b):
Expenses		1.11	%		1.08	%		1.05	%		1.07	%		1.20	%
Net investment income (loss)		.25	%		.15	%		(.16	)%		(.04	)%		(.70	)%
Portfolio turnover rate		50	%		59	%		54	%		70	%		142	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolio in which the Portfolio invests.

(c) Less than $0.005 per share.

SEE NOTES TO FINANCIAL STATEMENTS.

C4

Financial Highlights

	SP Small Cap Value Portfolio
	Year Ended December 31,
	2009			2008			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	7.60		$	12.22		$	13.68		$	14.27		$	15.51
Income (Loss) From Investment Operations:
Net investment income		.07			.12			.13			.10			.07
Net realized and unrealized gain (loss) on investments		2.24			(3.47	)		(.64	)		1.78			.52
Total from investment operations		2.31			(3.35	)		(.51	)		1.88			.59
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(.08	)
Distributions from net realized gains		—			—			—			—			(1.75	)
Distributions		(.12	)		(1.27	)		(.95	)		(2.47	)		—
Total dividends and distributions		(.12	)		(1.27	)		(.95	)		(2.47	)		(1.83	)
Net Asset Value, end of year	$	9.79		$	7.60		$	12.22		$	13.68		$	14.27
Total Return(a)		30.80	%		(30.50	)%		(3.63	)%		14.60	%		4.61	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	208.0		$	202.2		$	309.4		$	369.0		$	350.7
Ratios to average net assets(b):
Expenses		1.00	%		.98	%		.96	%		.96	%		.97	%
Net investment income		.70	%		1.17	%		.81	%		.71	%		.49	%
Portfolio turnover rate		52	%		56	%		45	%		55	%		119	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolio in which the Portfolio invests.

SEE NOTES TO FINANCIAL STATEMENTS.

C5

Financial Highlights

	SP Strategic Partners Focused Growth Portfolio
	Class I
	Year Ended December 31,
	2009(e)			2008(e)			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	4.78		$	8.30		$	7.49		$	8.07		$	7.00
Income (Loss) From Investment Operations:
Net investment loss		(.01	)		(.02	)		(.04	)		(.04	)		(.03	)
Net realized and unrealized gain (loss) on investments		2.12			(2.98	)		1.18			(.02	)		1.10
Total from investment operations		2.11			(3.00	)		1.14			(.06	)		1.07
Less Distributions:
Distributions		—			(.52	)		(.33	)		(.52	)		—
Net Asset Value, end of year	$	6.89		$	4.78		$	8.30		$	7.49		$	8.07
Total Return(a)		44.14	%		(38.42	)%		15.24	%		(.66	)%		15.29	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	30.2		$	21.6		$	38.4		$	38.7		$	38.3
Ratios to average net assets(b):
Expenses		1.30	%		1.23	%		1.15	%		1.15	%		1.07	%(c)
Net investment loss		(.20	)%		(.30	)%		(.43	)%		(.47	)%		(.44	)%(c)
Portfolio turnover rate		113	%		62	%		120	%		142	%		110	%

	SP Strategic Partners Focused Growth Portfolio
	Class II
	Year Ended December 31,
	2009(e)			2008(e)			2007			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	4.61		$	8.04		$	7.30		$	7.91		$	6.88
Income (Loss) From Investment Operations:
Net investment loss		(.03	)		(.05	)		(.10	)		(.08	)		(.06	)
Net realized and unrealized gain (loss) on investments		2.03			(2.86	)		1.17			(.01	)		1.09
Total from investment operations		2.00			(2.91	)		1.07			(.09	)		1.03
Less Distributions:
Distributions		—			(.52	)		(.33	)		(.52	)		—
Net Asset Value, end of year	$	6.61		$	4.61		$	8.04		$	7.30		$	7.91
Total Return(a)		43.38	%		(38.54	)%		14.68	%		(1.07	)%		14.97	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	13.7		$	10.4		$	27.3		$	31.3		$	42.8
Ratios to average net assets(b):
Expenses		1.70	%		1.63	%		1.55	%		1.55	%		1.47	%(d)
Net investment loss		(.60	)%		(.70	)%		(.83	)%		(.88	)%		(.84	)%(d)
Portfolio turnover rate		113	%		62	%		120	%		142	%		110	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolio in which the Portfolio invests.

(c) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment loss ratios would have been 1.14% and (.51)%, respectively, for the year ended December 31, 2005.

(d) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment loss ratios would have been 1.54% and (.91)%, respectively, for the year ended December 31, 2005.

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

SEE NOTES TO FINANCIAL STATEMENTS.

C6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE BOARD OF TRUSTEES AND SHAREHOLDERS

THE PRUDENTIAL SERIES FUND:

We have audited the accompanying statements of assets and liabilities of The Prudential Series Fund (comprised of SP Davis Value Portfolio, SP Growth Asset Allocation Portfolio, SP International Growth Portfolio, SP International Value Portfolio, SP Mid-Cap Growth Portfolio, SP Prudential U.S. Emerging Growth Portfolio, SP Small Cap Value Portfolio and SP Strategic Partners Focused Growth Portfolio), hereafter referred to as the “Funds”, including the portfolios of investments, as of December 31, 2009, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Funds as of December 31, 2009, and the results of their operations, the changes in their net assets and the financial highlights for the periods described in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 17, 2010

D1

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

Information about the Trustees and the Officers of the Fund is set forth below. Trustees who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Fund are referred to as “Interested Trustees.” The Trustees are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act.

Independent Trustees (1)
Name, Address, Age No. of Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held
Saul K. Fenster, Ph.D. (76) No. of Portfolios Overseen: 83	Currently President Emeritus of New Jersey Institute of Technology (since 2002); formerly President (1978-2002) of New Jersey Institute of Technology; Commissioner (1998-2002) of the Middle States Association Commission on Higher Education; Commissioner (1985-2002) of the New Jersey Commission on Science and Technology; formerly Director (1998-2005) of Society of Manufacturing Engineering Education Foundation; formerly Director of Prosperity New Jersey; formerly a director or trustee of Liberty Science Center, Research and Development Council of New Jersey, New Jersey State Chamber of Commerce, and National Action Council for Minorities in Engineering.	Member (since 2006), Board of The Ridgefield Foundation and The Leir Foundation.
Delayne Dedrick Gold (71) No. of Portfolios Overseen: 83	Marketing Consultant (1982-present); formerly Senior Vice President and Member of the Board of Directors, Prudential Bache Securities, Inc.	None
W. Scott McDonald, Jr. (72) No. of Portfolios Overseen: 83	Formerly Management Consultant (1997-2004) and of Counsel (2004-2005) at Kaludis Consulting Group, Inc. (company serving higher education); Formerly principal (1995-1997), Scott McDonald Associates; Chief Operating Officer (1991-1995), Fairleigh Dickinson University; Executive Vice President and Chief Operating Officer (1975-1991), Drew University; interim President (1988-1990), Drew University; formerly Director of School, College and University Underwriters Ltd.	None
Thomas T. Mooney (68) No. of Portfolios Overseen: 83	Formerly Chief Executive Officer, Excell Partners, Inc.; formerly President of the Greater Rochester Metro Chamber of Commerce, Rochester City Manager; formerly Deputy Monroe County Executive.	None
Thomas M. O’Brien (59) No. of Portfolios Overseen: 83	President and COO (since November 2006) and CEO (since April 2007) of State Bancorp, Inc. and State Bank; Vice Chairman (January 1997-April 2000) of North Fork Bank; President and Chief Executive Officer (December 1984-December 1996) of North Side Savings Bank; formerly President and Chief Executive Officer (May 2000-June 2006) Atlantic Bank of New York.	Formerly Director (December 1996-May 2000) of North Fork Bancorporation, Inc.; Formerly Director (May 2000-April 2006) of Atlantic Bank of New York; Director (since November 2006) of State Bancorp, Inc. (NASDAQ: STBC) and State Bank of Long Island.
F. Don Schwartz (74) No. of Portfolios Overseen: 83	Management Consultant (since April 1985).	None

Interested Trustee (1)
Robert F. Gunia (63) No. of Portfolios Overseen: 83	Independent Consultant; formerly Chief Administrative Officer (September 1999-September 2009) and Executive Vice President (December 1996-September 2009) of Prudential Investments LLC; Executive Vice President (March 1999-September 2009) and Treasurer (May 2000-September 2009) of Prudential Mutual Fund Services LLC; President (April 1999-December 2008) and Executive Vice President and Chief Operating Officer (December 2008- December 2009) of Prudential Investment Management Services LLC; Chief Administrative Officer, Executive Vice President and Director (May 2003-September 2009) of AST Investment Services, Inc.	Director (since May 1989) of The Asia Pacific Fund, Inc.

¹ The year that each Trustee joined the Fund’s Board is as follows: Saul K. Fenster, 1983; Delayne Dedrick Gold, 2001; Robert F. Gunia, 2001; W. Scott McDonald, Jr., 1983; Thomas T. Mooney, 2001; Thomas M. O’Brien, 2003; F. Don Schwartz, 2003.

E1

Fund Officers 1
Name, Address and Age Position with the Fund	Principal Occupation(s) During the Past Five Years
Steve Pelletier (56) President and Principal Executive Officer	President of Prudential Annuities (since September 2008); Chairman and CEO, International Investments, Prudential Financial (since January 1998).
Timothy S. Cronin (44) Vice President	Chief Investment Officer and Strategist of Prudential Annuities (since January 2004); Director of Investment & Research Strategy (since February 1998); President of AST Investment Services, Inc. (since June 2005).
Kathryn L. Quirk (57) Chief Legal Officer	Vice President and Corporate Counsel (since September 2004) of Prudential; Executive Vice President, Chief Legal Officer and Secretary (since July 2005) of Prudential Investments LLC (PI) and Prudential Mutual Fund Services LLC (PMFS); Vice President and Corporate Counsel (since June 2005) and Secretary (since February 2006) of AST Investment Services, Inc.; formerly Senior Vice President and Assistant Secretary (November 2004-August 2005) of PI; formerly Assistant Secretary (June 2005-February 2006) of AST Investment Services, Inc.; formerly Managing Director, General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc.
Deborah A. Docs (52) Secretary	Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PI; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Jonathan D. Shain (51) Assistant Secretary	Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PI; Vice President and Assistant Secretary (since February 2001) of PMFS; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Claudia DiGiacomo (35) Assistant Secretary	Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).
John P. Schwartz (38) Assistant Secretary	Vice President and Corporate Counsel (since April 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1997-2005).
Andrew R. French (47) Assistant Secretary	Director and Corporate Counsel (since May 2006) of Prudential; Vice President and Assistant Secretary (since January 2007) of PI; Vice President and Assistant Secretary (since January 2007) of PMFS; formerly Senior Legal Analyst of Prudential Mutual Fund Law Department (1997-2006).
Timothy J. Knierim (51) Chief Compliance Officer	Chief Compliance Officer of Prudential Investment Management, Inc.(PIM) (since July 2007); formerly Chief Risk Officer of PIM and PI (2002-2007) and formerly Chief Ethics Officer of PIM and PI (2006-2007).
Valerie M. Simpson (51) Deputy Chief Compliance Officer	Chief Compliance Officer (since April 2007) of PI and AST Investment Services, Inc.; formerly Vice President-Financial Reporting (June 1999-March 2006) for Prudential Life and Annuities Finance.
Theresa C. Thompson (47) Deputy Chief Compliance Officer	Vice President, Compliance, PI (since April 2004); and Director, Compliance, PI (2001 - 2004).
Noreen M. Fierro (45) Anti-Money Laundering Compliance Officer	Vice President, Corporate Compliance (since May 2006) of Prudential; formerly Corporate Vice President, Associate General Counsel (April 2002-May 2005) of UBS Financial Services, Inc., in their Money Laundering Prevention Group; Senior Manager (May 2005-May 2006) of Deloitte Financial Advisory Services, LLP, in their Forensic and Dispute Services, Anti-Money Laundering Group.
Grace C. Torres (50) Treasurer and Principal Financial and Accounting Officer	Assistant Treasurer (since March 1999) and Senior Vice President (since September 1999) of PI; Assistant Treasurer (since May 2003) and Vice President (since June 2005) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (since May 2003) of Prudential Annuities Advisory Services, Inc.; formerly Senior Vice President (May 2003-June 2005) of AST Investment Services, Inc.
M. Sadiq Peshimam (46) Assistant Treasurer	Vice President (since 2005) of Prudential Investments LLC.
Peter Parrella (51) Assistant Treasurer	Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).
Alan Fu (52) Assistant Treasurer	Vice President and Corporate Counsel - Tax, Prudential Financial, Inc. (since October 2003).

¹ The year in which each individual became an Officer of the Fund is as follows: Stephen Pelletier, 2008; Timothy S. Cronin, 2009; Kathryn L. Quirk, 2005; Deborah A. Docs, 2005; Jonathan D. Shain, 2005; Claudia DiGiacomo, 2005; John P. Schwartz, 2006; Andrew R. French, 2006; Timothy J. Knierim, 2007; Valerie M. Simpson, 2007; Theresa C. Thompson, 2008; Noreen M. Fierro, 2006; Grace C. Torres, 1997; Peter Parrella, 2007; M. Sadiq Peshimam, 2006; Alan Fu, 2006.

Explanatory Notes to Tables:

Trustees are deemed to be “Interested”, as defined in the 1940 Act, by reason of their affiliation with Prudential Investments LLC and/or an affiliate of Prudential Investments LLC. Robert F. Gunia will be considered an Interested Trustee for at least two years after his retirement from employment by the Manager and its affiliates (which was on or about October 21, 2009). He will also be an Interested Trustee as long as he holds a beneficial interest in securities issued by the Manager or its affiliates.

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

There is no set term of office for Trustees or Officers. The Independent Trustees have adopted a retirement policy, which calls for the retirement of Trustees on December 31 of the year in which they reach the age of 75.

“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934 (that is, “public companies”) or other investment companies registered under the 1940 Act.

“No. of Portfolios Overseen” includes all investment companies managed by Prudential Investments LLC. The investment companies for which PI serves as manager include the Prudential Investments Funds, The Prudential Variable Contract Accounts, The Target Portfolio Trust, The Prudential Series Fund, Advanced Series Trust and Prudential’s Gibraltar Fund, Inc.

E2

Annuities are issued by Pruco Life Insurance Company, or in New York, Pruco Life Insurance Company of New Jersey, both located at 213 Washington Street, Newark, NJ 07102-2992, and Prudential Annuities Life Assurance Corporation, located at One Corporate Drive, Shelton, CT, 06484. Variable annuities are distributed by Prudential Annuities Distributors, Inc., also located in Shelton, CT. Prudential Annuities is a business unit of Prudential Financial.

Variable life insurance is issued by The Prudential Insurance Company of America, 751 Broad Street, Newark, NJ 07102-3777, Pruco Life Insurance Company, or in New York, Pruco Life Insurance Company of New Jersey, both located at 213 Washington Street, Newark, NJ 07102-2992. Pruco Life Insurance Company is not licensed to do business in New York. Variable life insurance is offered through Pruco Securities LLC, 751 Broad Street, Newark, NJ 07102-3777.

All are Prudential Financial companies and each is solely responsible for its financial condition and contractual obligations.

Life insurance and annuity contracts contain exclusions, limitations, reductions of benefits and terms for keeping them in force. Your licensed financial professional can provide you with costs and complete details. Contract guarantees are based on the claims-paying ability of the issuing company.

The Prudential Insurance Company of America

751 Broad Street

Newark, NJ 07102-3777

PRST STD POSTAGES & FEES PAID VON HOFFMANN CORPORATION

The 2009 Audited Financial Statements of Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, and The Prudential Insurance Company of America are available. You may call 888-778-2888 to obtain a free copy of the audited financial statements of the insurance company that issued your contract.

To reduce costs, we now generally send only a single copy of prospectuses and shareholder reports to each household (“householding”) in lieu of sending a copy to each Contract Owner who resides in the household. You should be aware that by calling 877-778-5008, you can revoke or “opt out” of householding at any time.

Pru, Prudential, Prudential Financial, Rock Solid, “The Rock,” the Rock Logo and the Rock Prudential Logo are registered service marks of The Prudential Insurance Company of America, Newark, NJ, and its affiliates.

0172280-00001-00    PSF-AR-B    

ANNUAL REPORT DECEMBER 31, 2009

The Prudential Series Fund

n Jennison 20/20 Focus Portfolio

0172223-00001-00

This report is only authorized for distribution when preceded or accompanied by a current prospectus. Investors should carefully consider the contract and the underlying portfolios’ investment objectives, risks, and charges and expenses before investing. The contract prospectus and the underlying portfolio prospectuses contain information on the investment objectives, risks, and charges and expenses, as well as other important information. Read them carefully before investing or sending money.

A description of the Fund’s proxy voting policies and procedures is available, without charge, upon request. Owners of variable annuity contracts should call 888-778-2888 and owners of variable life insurance contracts should call 800-778-2255 to obtain descriptions of the Fund’s proxy voting policies and procedures. The description is also available on the website of the Securities and Exchange Commission (the “Commission”) at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the website of the Commission at www.sec.gov and on the Fund’s website.

The Fund files with the Commission a complete listing of portfolio holdings as of its first and third quarter-end on Form N-Q. Form N-Q is available on the Commission’s website at www.sec.gov or by visiting the Commission’s Public Reference Room. For more information on the Commission’s Public Reference Room, please visit the Commission’s website or call 1-800-SEC-0330. Form N-Q is also available on the Fund’s website at www.prudential.com or by calling the telephone numbers referenced above.

Life insurance policies and annuity contracts contain exclusions, limitations, reductions of benefits, and terms for keeping them in force. Your licensed financial professional can provide you with costs and complete details. Contract guarantees are based on the claims-paying ability of the issuing company.

Annuities are issued by Pruco Life Insurance Company, or in New York, Pruco Life Insurance Company of New Jersey, both located at 213 Washington Street, Newark, NJ 07102-2992, and Prudential Annuities Life Assurance Corporation, located at One Corporate Drive, Shelton, CT, 06484. Variable annuities are distributed by Prudential Annuities Distributors, Inc., also located in Shelton, CT. Prudential Annuities is a business unit of Prudential Financial.

Variable life insurance is issued by The Prudential Insurance Company of America, 751 Broad Street, Newark, NJ 07102- 3777, Pruco Life Insurance Company, or in New York, Pruco Life Insurance Company of New Jersey, both located at 213 Washington Street, Newark, NJ 07102-2992. Pruco Life Insurance Company is not licensed to do business in New York. Variable life insurance is offered through Pruco Securities LLC, 751 Broad Street, Newark, NJ 07102-3777.

All are Prudential Financial companies and each is solely responsible for its financial condition and contractual obligations.

Pru, Prudential, Prudential Financial, Rock Solid, “The Rock,” the Rock Logo and the Rock Prudential Logo are registered service marks of The Prudential Insurance Company of America, Newark, NJ, and its affiliates.

The Prudential Series Fund Class II Portfolios are available through life insurance contracts issued by various insurance companies other than The Prudential Insurance Company of America and its affiliates and distributed by Prudential Annuities Distributors, Inc., member SIPC, a Prudential Financial Company. Each company is solely responsible for its own financial condition and contractual obligations.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and is available without charge upon request by calling 800-778-2255.

The Prudential Series Fund Table of Contents Annual Report December 31, 2009

n LETTER TO CONTRACT OWNERS

n MANAGEMENT REVIEW

n PRESENTATION OF PORTFOLIO HOLDINGS

n FEES AND EXPENSES TABLE

n FINANCIAL REPORTS

A1 Schedule of Investments and Financial Statements

B1 Notes to Financial Statements

C1 Financial Highlights

D1 Report of Independent Registered Public Accounting Firm

E1 Information About Trustees and Officers

The Prudential Series Fund Letter to Contract Owners Annual Report December 31, 2009

n DEAR CONTRACT OWNER

Our primary focus at Prudential is to help investors achieve and maintain long-term financial success. Our Prudential Series Fund annual report outlines our efforts to reach this goal. We hope you find it informative and useful.

Prudential has been building on a heritage of success for more than 130 years, and the quality of our businesses and risk diversification has enabled us to manage effectively through volatile markets. We believe the array of our products provides a highly attractive value proposition to clients like you who are focused on financial security.

Your financial professional is your best resource to make the most informed investment decisions to help meet your needs. Together, you can build a diversified investment portfolio that aligns with your long-term financial goals. Diversification does not assure a profit or protect against loss in declining markets.

Thank you for selecting Prudential as one of your financial partners. We value your trust and appreciate the opportunity to help you achieve financial security.

Sincerely,

Stephen Pelletier

President,

The Prudential Series Fund

January 29, 2010

PRESIDENT

STEPHEN PELLETIER

The Prudential Series Fund, Jennison 20/20 Focus Portfolio Subadvised by:  Jennison Associates LLC December 31, 2009

Investment Manager’s Report - As of December 31, 2009

Average Annual Total Return Percentages

	1-Year		5-Year		10-Year		Since Inception
Portfolio: Class I	57.83	%	8.07	%	4.87	%	N/A
Portfolio: Class II	57.40		7.67		N/A		4.99
Russell 1000® Index	28.43		0.79		-0.49		0.56
S&P 500 Index	26.47		0.42		-0.95		0.08

Past performance does not guarantee future returns. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted.

$10,000 INVESTED OVER 10 YEARS

Portfolio Class I inception: 5/3/1999. Portfolio Class II inception: 2/15/2000. Portfolio performance is net of investment fees and fund expenses, but not product charges, which, if included, would significantly lower the performance quoted. Unless noted otherwise, Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception (Class I). The Russell 1000^® Index is a trademark/service mark of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

For the year ended December 31, 2009, the Jennison 20/20 Focus Portfolio rose 57.83%, while the Class II shares rose 57.40%, substantially outperforming the S&P 500 (the Index). The Portfolio is composed of two concentrated portfolios; one invests in growth stocks and the other invests in value stocks. Growth investors look for companies that have the potential to continue to generate above-average gains in earnings. Value investors look for undervalued firms that have the potential to rise to their true value over time.

Every sector added to results and was a source of positive performance relative to the Index. Stock selection nearly across the board drove the Portfolio’s outperformance. Positions in information technology benefited the Portfolio’s absolute performance most. Stock selection and an overweight stance in the sector resulted in positive relative performance. Positions in energy and materials further bolstered overall performance. The Portfolio also outperformed in healthcare, consumer discretionary, financials, telecommunication services, consumer staples and utilities. An underweight stance in financials also benefited relative return.

Industrials was the one sector that underperformed the Index. However, the Portfolio’s lower exposure to the sector resulted in positive relative performance.

From the depths of their March lows, equity markets have posted impressive rebounds, with most indexes gaining 50% or more through year-end. Corporate profits, which have been much better than were thought possible at the beginning of 2009, largely due to workforce and inventory reductions, have provided much of the fuel for this recovery in equities. Favorable interest rate and liquidity conditions have been instrumental in spurring the rally, as well. Yet significant challenges remain, including high unemployment, still-weak housing markets, and probable increases in tax rates. Against this backdrop, Jennison remains cautiously optimistic.

Prudential Investments LLC (PI), an indirect, wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Fund.

¹ The graph is based on the performance of Class I shares. Performance of Class II shares will be lower due to differences in the fee structure. Class II shares have associated 12b-1 and administrative fees at an annual rate of 0.25% and 0.15%, respectively, of the average daily net assets of the Class II shares.

Russell 1000^® Index is a market cap-weighted index that measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market. S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Investors cannot invest directly in a market index. For a complete list of holdings, refer to the Schedule of Investments section of this report.

The Prudential Series Fund Presentation of Portfolio Holdings — unaudited December 31, 2009

Jennison 20/20 Focus
Five Largest Holdings    (% of Net Assets)
Apple, Inc.	3.4%
Google, Inc. (Class A Stock)	3.2%
H&R Block, Inc.	3.0%
Amazon.com, Inc.	3.0%
WellPoint, Inc.	2.9%

For a complete list of holdings, please refer to the Schedule of Investments section of this report. Holdings reflect only long-term investments. Holdings/Issues/Sectors/Industries are subject to change.

The Prudential Series Fund Fees and Expenses — unaudited December 31, 2009

As a contract owner investing in Portfolios of the Fund through a variable annuity or variable life contract, you incur ongoing costs, including management fees, and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other investment options. This example does not reflect fees and charges under your variable annuity or variable life contract. If contract charges were included, the costs shown below would be higher. Please consult the prospectus for your contract for more information about contract fees and charges.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2009 through December 31, 2009.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the Portfolio expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Six-Month Period” to estimate the Portfolio expenses you paid on your account during this period. As noted above, the table does not reflect variable contract fees and charges.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other investment options. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other investment options.

Please note that the expenses shown in the table are meant to highlight your ongoing Portfolio costs only and do not reflect any contract fees and charges, such as sales charges (loads), insurance charges or administrative charges. Therefore the second line of the table is useful to compare ongoing investment option costs only, and will not help you determine the relative total costs of owning different contracts. In addition, if these contract fee and charges were included, your costs would have been higher.

The Prudential Series Fund Portfolios		Beginning Account Value July 1, 2009		Ending Account Value December 31, 2009		Annualized Expense Ratio based on the Six-Month period		Expenses Paid During the Six-Month period*
Jennison 20/20 Focus (Class I)	Actual	$	1,000.00	$	1,293.30	0.79	%	$	4.57
	Hypothetical	$	1,000.00	$	1,021.22	0.79	%	$	4.02
Jennison 20/20 Focus (Class II)	Actual	$	1,000.00	$	1,290.50	1.19	%	$	6.87
	Hypothetical	$	1,000.00	$	1,019.21	1.19	%	$	6.06

* Portfolio expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended December 31, 2009, and divided by the 365 days in the Portfolio’s fiscal year ended December 31, 2009 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Portfolio may invest.

	JENNISON 20/20 FOCUS PORTFOLIO
SCHEDULE OF INVESTMENTS		December 31, 2009

LONG-TERM INVESTMENTS — 99.8%
COMMON STOCKS	Shares	Value (Note 2)
Biotechnology — 1.6%
Celgene Corp.(a)	104,600	$	5,824,128
Capital Markets — 2.1%
Goldman Sachs Group, Inc. (The)	45,000		7,597,800
Chemicals — 2.3%
Dow Chemical Co. (The)	297,500		8,219,925
Commercial Services & Supplies — 2.7%
Waste Management, Inc.(b)	278,500		9,416,085
Communications Equipment — 2.4%
QUALCOMM, Inc.	185,700		8,590,482
Computers & Peripherals — 8.4%
Apple, Inc.(a)(b)	57,810		12,189,817
Hewlett-Packard Co.	162,000		8,344,620
NetApp, Inc.(a)	268,400		9,230,276
			29,764,713
Consumer Finance — 2.7%
SLM Corp.(a)	838,600		9,451,022
Diversified Consumer Services — 5.2%
Career Education Corp.(a)(b)	333,800		7,780,878
H&R Block, Inc.	475,900		10,764,858
			18,545,736
Energy Equipment & Services — 2.5%
Schlumberger Ltd.	134,000		8,722,060
Food & Staples Retailing — 2.3%
Kroger Co. (The)	396,000		8,129,880
Food Products — 3.9%
ConAgra Foods, Inc.	338,500		7,802,425
Unilever PLC (United Kingdom), ADR(b)	188,500		6,013,150
			13,815,575
Healthcare Equipment & Supplies — 2.1%
Alcon, Inc.	46,400		7,625,840
Healthcare Providers & Services — 5.6%
Medco Health Solutions, Inc.(a)	150,700		9,631,237
WellPoint, Inc.(a)	175,900		10,253,211
			19,884,448
Internet & Catalog Retail — 3.0%
Amazon.com, Inc.(a)	79,000		10,627,080
Internet Software & Services — 7.4%
Baidu, Inc. (China), ADR(a)	20,885		8,588,538
Google, Inc. (Class A Stock)(a)(b)	18,200		11,283,636
IAC/InterActiveCorp(a)(b)	306,500		6,277,120
			26,149,294
IT Services — 4.7%
Mastercard, Inc. (Class A Stock)	33,000		8,447,340
Visa, Inc. (Class A Stock)(b)	95,200		8,326,192
			16,773,532
Metals & Mining — 4.7%
Century Aluminum Co.(a)(b)	542,600		8,784,694
Freeport-McMoRan Copper & Gold, Inc.(a)	96,700		7,764,043
			16,548,737

COMMON STOCKS (continued)	Shares	Value (Note 2)
Multi-Utilities — 2.6%
Sempra Energy	166,000	$	9,292,680
Oil, Gas & Consumable Fuels — 12.9%
Anadarko Petroleum Corp.	152,300		9,506,566
Canadian Natural Resources Ltd.	125,000		8,993,750
Occidental Petroleum Corp.	84,500		6,874,075
Petroleo Brasileiro SA (Brazil), ADR	192,800		9,192,704
Southwestern Energy Co.(a)	191,200		9,215,840
Williams Cos., Inc. (The)	105,200		2,217,616
			46,000,551
Pharmaceuticals — 6.5%
Novartis AG (Switzerland), ADR	153,900		8,376,777
Sanofi-Aventis SA (France), ADR	237,200		9,314,844
Teva Pharmaceutical Industries Ltd. (Israel), ADR	94,400		5,303,392
			22,995,013
Road & Rail — 1.9%
Union Pacific Corp.	104,100		6,651,990
Semiconductors & Semiconductor Equipment — 2.2%
Advanced Micro Devices, Inc.(a)	813,900		7,878,552
Software — 7.9%
Adobe Systems, Inc.(a)	261,000		9,599,580
CA, Inc.	406,300		9,125,498
Symantec Corp.(a)	532,200		9,521,058
			28,246,136
Wireless Telecommunication Services — 2.2%
NII Holdings, Inc.(a)	236,100		7,928,238
TOTAL LONG-TERM INVESTMENTS (cost $257,857,141)			354,679,497
SHORT-TERM INVESTMENT — 19.9%
AFFILIATED MONEY MARKET MUTUAL FUND
Dryden Core Investment Fund — Taxable Money Market Series (cost $70,740,114; includes $60,267,391 of cash collateral received for securities on loan) (Note 4)(c)(d)	70,740,114		70,740,114
TOTAL INVESTMENTS — 119.7% (cost $328,597,255)			425,419,611
LIABILITIES IN EXCESS OF OTHER ASSETS — (19.7)%			(70,043,293	)
NET ASSETS — 100.0%		$	355,376,318

The following abbreviation is used in portfolio descriptions:

ADR American Depositary Receipt

(a) Non-income producing security.

(b) All or a portion of security is on loan. The aggregate market value of such securities is $58,379,378; cash collateral of $60,267,391 (included in liabilities) was received with which the Portfolio purchased highly liquid short-term investments.

(c) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

SEE NOTES TO FINANCIAL STATEMENTS.

A1

	JENNISON 20/20 FOCUS PORTFOLIO (continued)
SCHEDULE OF INVESTMENTS		December 31, 2009

(d) Prudential Investments LLC, the manager of the Portfolio, also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

Various inputs are used in determining the value of the Portfolio’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Portfolio’s assets carried at fair value:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks	$	354,679,497	$	—	$	—
Affiliated Money Market Mutual Fund		70,740,114		—		—
		425,419,611		—		—
Other Financial Instruments*		—		—		—
Total	$	425,419,611	$	—	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

As of December 31, 2009 and 2008, the Portfolio did not use any significant unobservable inputs (Level 3) in determining the value of investments.

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of December 31, 2009 was as follows:

Affiliated Money Market Mutual Fund (including 17.0% of collateral received for securities on loan)	19.9	%
Oil, Gas & Consumable Fuels	12.9
Computers & Peripherals	8.4
Software	7.9
Internet Software & Services	7.4
Pharmaceuticals	6.5
Healthcare Providers & Services	5.6
Diversified Consumer Services	5.2
IT Services	4.7
Metals & Mining	4.7
Food Products	3.9
Internet & Catalog Retail	3.0
Commercial Services & Supplies	2.7
Consumer Finance	2.7
Multi-Utilities	2.6
Energy Equipment & Services	2.5
Communications Equipment	2.4
Chemicals	2.3
Food & Staples Retailing	2.3
Semiconductors & Semiconductor Equipment	2.2
Wireless Telecommunication Services	2.2
Capital Markets	2.1
Healthcare Equipment & Supplies	2.1
Road & Rail	1.9
Biotechnology	1.6
	119.7
Liabilities in excess of other assets	(19.7	)
	100.0	%

SEE NOTES TO FINANCIAL STATEMENTS.

A2

JENNISON 20/20 FOCUS PORTFOLIO (continued)

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2009

ASSETS
Investments, at value including securities on loan of $58,379,378:
Unaffiliated investments (cost $257,857,141)	$	354,679,497
Affiliated investments (cost $70,740,114)		70,740,114
Cash		275,015
Receivable for investments sold		6,315,516
Receivable for Series shares sold		405,501
Dividends and interest receivable		387,103
Foreign tax reclaim receivable		34,481
Prepaid expenses		3,316
Total Assets		432,840,543
LIABILITIES
Collateral for securities on loan		60,267,391
Payable for investments purchased		8,517,073
Payable for Series shares repurchased		8,301,945
Management fee payable		225,173
Distribution fee payable		60,353
Accrued expenses and other liabilities		55,483
Administration fee payable		36,212
Affiliated transfer agent fee payable		595
Total Liabilities		77,464,225
NET ASSETS	$	355,376,318
Net assets were comprised of:
Paid-in capital	$	326,219,037
Retained earnings		29,157,281
Net assets, December 31, 2009	$	355,376,318
Class I:
Net asset value and redemption price per share, $70,523,057 / 4,891,717 outstanding shares of beneficial interest	$	14.42
Class II:
Net asset value and redemption price per share, $284,853,261 / 19,982,860 outstanding shares of beneficial interest	$	14.25

STATEMENT OF OPERATIONS

Year Ended December 31, 2009

INVESTMENT INCOME
Unaffiliated dividend income (net of foreign withholding taxes of $54,478)	$	2,767,121
Affiliated income from securities loaned, net		116,256
Affiliated dividend income		62,817
		2,946,194
EXPENSES
Management fee		2,042,759
Distribution fee—Class II		540,756
Administration fee—Class II		324,405
Shareholders’ reports		56,000
Custodian’s fees and expenses		44,000
Audit fee		17,000
Trustees’ fees		11,000
Transfer agent’s fee and expenses (including affiliated expense of $3,600) (Note 4)		10,000
Insurance expenses		7,000
Legal fees and expenses		6,000
Commitment fee on syndicated credit agreement		3,000
Miscellaneous		9,457
Total expenses		3,071,377
NET INVESTMENT LOSS		(125,183	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on:
Investment transactions		(719,514	)
Foreign currency transactions		(126,713	)
		(846,227	)
Net change in unrealized appreciation (depreciation) on:
Investments		128,233,365
Foreign currencies		87
		128,233,452
NET GAIN ON INVESTMENTS		127,387,225
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	127,262,042

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2009			2008
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income (loss)	$	(125,183	)	$	278,888
Net realized loss on investment and foreign currency transactions		(846,227	)		(66,694,837	)
Net change in unrealized appreciation (depreciation) on investments and foreign currencies		128,233,452			(83,136,386	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		127,262,042			(149,552,335	)
DISTRIBUTIONS:
Class I		(271,462	)		(4,686,743	)
Class II		(8,120	)		(18,572,262	)
TOTAL DISTRIBUTIONS		(279,582	)		(23,259,005	)
SERIES SHARE TRANSACTIONS (Note 7):
Series shares sold		136,748,176			160,071,162
Series shares issued in reinvestment of distributions		279,582			23,259,005
Series shares repurchased		(111,650,583	)		(187,443,418	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SERIES SHARE TRANSACTIONS		25,377,175			(4,113,251	)
TOTAL INCREASE (DECREASE) IN NET ASSETS		152,359,635			(176,924,591	)
NET ASSETS:
Beginning of year		203,016,683			379,941,274
End of year	$	355,376,318		$	203,016,683

SEE NOTES TO FINANCIAL STATEMENTS.

A3

NOTES TO THE FINANCIAL STATEMENTS OF

THE PRUDENTIAL SERIES FUND

Note 1: General

The Prudential Series Fund (“Series Fund”), organized as a Delaware statutory trust, is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. On January 2, 2006, each Portfolio of the Series Fund changed its federal income tax status from a regulated investment company to a partnership. As a result of that conversion, the Series Fund was reorganized from a Maryland corporation to a Delaware statutory trust. Pursuant to this reorganization, the Series Fund has been renamed “The Prudential Series Fund.” The Series Fund is composed of twenty-two Portfolios (“Portfolio” or “Portfolios”), each with separate series shares. The information presented in these financial statements pertains to Jennison 20/20 Focus Portfolio.

The Portfolio has the following as investment objectives:

Long-term growth of capital by investing primarily in approximately 40 equity securities of U.S. companies that the Portfolio manager believes to have strong capital appreciation potential.

The ability of issuers of debt securities (other than those issued or guaranteed by the U.S. Government) held by the Portfolio to meet their obligations may be affected by the economic or political developments in a specific industry, region or country.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the possibility of political and economic instability or the level of governmental supervision and regulation of foreign securities markets.

Note 2: Accounting Policies

The following is a summary of significant accounting policies followed by the Series Fund and the Portfolio in preparation of its financial statements.

Securities Valuation:    Securities listed on a securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and asked prices, or at the last bid price on such day in the absence of an asked price. Securities traded via NASDAQ 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. Securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by Prudential Investments LLC (“PI” or “Manager”) in consultation with the subadviser, to be over-the-counter, are valued at market value using prices provided by an independent pricing agent or principal market maker. Options on securities and indices traded on an exchange are valued at the last sale price as of the close of trading on the applicable exchange or, if there was no sale, at the mean between the most recently quoted bid and asked prices on such exchange, or at the last bid price in the absence of an asked price. Futures contracts and options thereon traded on a commodities exchange or board of trade are valued at the last sale price at the close of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted bid and asked prices on such exchange or board of trade or at the last bid price in the absence of an asked price. Prices may be obtained from independent pricing services which use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Securities for which reliable market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Series Fund’s normal pricing time, are valued at fair value in accordance with Board of Trustees approved fair valuation procedures. When determining the fair valuation of securities, some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities of any comparable securities; any available analyst media or other reports or information deemed reliable by the investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values.

B1

Investments in mutual funds are valued at their net asset value as of the close of the New York Stock Exchange on the date of valuation.

Short-term debt securities of sufficient credit quality that are held in the Portfolio which mature in more than 60 days are valued at fair value and those short-term debt securities of sufficient credit quality which mature in 60 days or less are valued at amortized cost which approximates fair value. The amortized cost method values a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium.

Foreign Currency Translation:    The books and records of the Series Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:

(i)  market value of investment securities, other assets and liabilities—at the current daily rates of exchange.

(ii)  purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets of the Series Fund are presented at the foreign exchange rates and market values at the close of the year, the Series Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at the end of the period. Similarly, the Series Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of portfolio securities sold during the period. Accordingly, these realized foreign currency gains (losses) are included in the reported net realized gains (losses) on investment transactions.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the holding of foreign currencies, currency gains (losses) realized between the trade date and settlement date on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Series Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates are reflected as a component of net unrealized appreciation (depreciation) on investments and foreign currencies.

Securities Lending:    The Portfolio may lend its portfolio securities to broker-dealers. The loans are secured by collateral at least equal at all times to the market value of the securities loaned. Loans are subject to termination at the option of the borrower or the Portfolio. Upon termination of the loan, the borrower will return to the Portfolio securities identical to the loaned securities. Should the borrower of the securities fail financially, the Portfolio has the right to repurchase the securities using the collateral in the open market. The Portfolio recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The Portfolio also continues to receive interest and dividends or amounts equivalent thereto on the securities loaned and recognizes any unrealized gain or loss in the market price of the securities loaned that may occur during the term of the loan.

Securities Transactions and Net Investment Income:    Securities transactions are recorded on the trade date. Realized gains (losses) on sales of securities are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date; interest income, which is comprised of four elements: stated coupon, original issue discount, market discount and market premium, is recorded on the accrual basis. Expenses are recorded on the accrual basis. The Series Fund’s expenses are allocated to the respective Portfolios on the basis of relative net assets except for Portfolio specific expenses which are attributable directly to a Portfolio or class level.

For Portfolios with multiple classes of shares, net investment income (loss) (other than administration and distribution fees, which are charged to the respective class) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

B2

Taxes:    For federal income tax purposes, each Portfolio in the Series Fund is treated as a separate taxpaying entity. The Portfolios are treated as partnerships for tax purposes. No provision has been made in the financial statements for U.S. Federal, state, or local taxes, as any tax liability arising from operations of the Portfolios is the responsibility of their partners. The Portfolios are not generally subject to entity-level taxation. Partners of each Portfolio are subject to taxes on their distributive share of partnership items.

Withholding taxes on foreign dividends, interest and capital gains have been provided for in accordance with the Series Fund’s understanding of the applicable country’s tax rules and regulations.

Distributions:    Distributions from each Portfolio are made in cash and automatically reinvested in additional shares of the same Portfolio. The Jennison 20/20 Focus Portfolio makes distributions, if any, at least annually. Distributions are recorded on the ex-date.

Estimates:    The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

Note 3: Agreements

The Series Fund has a management agreement with PI. Pursuant to this agreement PI has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PI has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison”) (the “Subadviser”), under which Jennison provides investment advisory services for the Portfolio. PI pays for the services of the Subadviser, compensation of officers of the Series Fund, occupancy and certain clerical and administrative expenses of the Series Fund. The Portfolio bears all other costs and expenses.

The management fee paid to PI is computed daily and payable monthly at an annual rate of .75 of 1% of the Portfolio’s average daily net assets.

The Series Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class I and Class II shares of the Series Fund. The Series Fund compensates PIMS for distributing and servicing the Series Fund’s Class II shares pursuant to a plan of distribution (the “Class II Plan”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class I shares of the Series Fund. Pursuant to the Class II Plan, the Class II shares of each Portfolio compensate PIMS for distribution-related activities at an annual rate of 0.25% of the average daily net assets of the Class II shares.

The Series Fund has an administration agreement with PI, which acts as the administrator of the Class II shares of the Series Fund. The administration fee paid to PI is accrued daily and payable monthly, at the annual rate of 0.15% of the average daily net assets of the Class II shares.

PIMS, PI and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

The Portfolio, along with other affiliated registered investment companies (the “Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with two banks. The SCA provides for a commitment of $500 million.

Interest on any borrowings under the SCA is incurred at contracted market rates and a commitment fee for the unused amount is accrued daily and paid quarterly. Effective October 22, 2009, the Funds renewed the SCA with the banks. The commitment under the renewed SCA continues to be $500 million. The Funds pay a commitment fee of .15 of 1% of the unused portion of the renewed SCA. For the period October 24, 2008 through October 21, 2009, the Funds paid a commitment fee of .13 of 1% of the unused portion of the agreement. The expiration date of the renewed SCA will be October 20, 2010. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The Portfolio did not utilize the line of credit during the year ended December 31, 2009.

B3

Note 4: Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PI and an indirect, wholly-owned subsidiary of Prudential, serves as the Series Fund’s transfer agent. Transfer agent fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

For the year ended December 31, 2009, Wells Fargo Advisors, LLC, an affiliate of PI, earned approximately $5,199 in brokerage commissions from transactions executed on behalf of the Portfolio.

Prudential Investment Management, Inc. (“PIM”) an indirect, wholly-owned subsidiary of Prudential, serves as the Series Fund’s security lending agent. For the year ended December 31, 2009, PIM was compensated $47,545 for these services for the Jennison 20/20 Focus Portfolio.

The Portfolio invests in the Taxable Money Market Series (the “Series”), a portfolio of Dryden Core Investment Fund. The Series is a money market mutual fund registered under the Investment Company Act of 1940, as amended, and managed by PI.

Note 5: Portfolio Securities

The aggregate cost of purchases and the proceeds from the sales of securities (excluding government securities and short-term issues) for the year ended December 31, 2009 were $316,679,174 and $277,601,253, respectively.

Note 6: Tax Information

After January 2, 2006, all Portfolios are treated as partnerships for tax purposes. The character of the cash distributions made by the partnerships is generally classified as return of capital nontaxable distributions. After each fiscal year each partner will receive information regarding their distributive allocable share of the partnership’s income, gains, losses and deductions.

Prior to January 2, 2006, each Portfolio, which was incorporated as of that date, qualified as a regulated investment company under the Internal Revenue Code and distributed all of its taxable income, including any net realized gains on investments, to shareholders.

With respect to the Portfolios, book cost of assets differs from tax cost of assets as a result of each Portfolio’s adoption of a mark to market method of accounting for tax purposes. Under this method, tax cost of assets will approximate its fair market value.

Management has analyzed the Portfolios’ tax positions taken on federal income tax returns for all open tax years and has concluded that as of December 31, 2009, no provision for income tax would be required in the Portfolios’ financial statements. The Portfolios’ federal and state income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Note 7: Capital

The Series Fund offers Class I and Class II shares. Neither Class I nor Class II shares of a Portfolio are subject to any sales charge or redemption charge and are sold at the net asset value of the Portfolio. Class I shares are sold only to certain separate accounts of Prudential to fund benefits under certain variable life insurance and variable annuity contracts (“contracts”). Class II shares are sold only to separate accounts of non-Prudential insurance companies as investment options under certain contracts. The separate accounts invest in shares of the Series Fund through subaccounts that correspond to the Portfolios. The separate accounts will redeem shares of the Series Fund to the extent necessary to provide benefits under the contracts or for such other purposes as may be consistent with the contracts.

B4

Transactions in shares of beneficial interest of the Jennison 20/20 Focus were as follows:

Class I	Shares		Amount
Year ended December 31, 2009:
Series shares sold	487,920		$	5,417,265
Series shares issued in reinvestment of distributions	23,834			271,462
Series shares repurchased	(708,606	)		(7,635,195	)
Net increase (decrease) in shares outstanding	(196,852	)	$	(1,946,468	)
Year ended December 31, 2008:
Series shares sold	449,176		$	6,090,576
Series shares issued in reinvestment of distributions	301,592			4,686,743
Series shares repurchased	(1,079,530	)		(14,157,181	)
Net increase (decrease) in shares outstanding	(328,762	)	$	(3,379,862	)
Class II
Year ended December 31, 2009:
Series shares sold	11,910,373		$	131,330,911
Series shares issued in reinvestment of distributions	720			8,120
Series shares repurchased	(9,174,043	)		(104,015,388	)
Net increase (decrease) in shares outstanding	2,737,050		$	27,323,643
Year ended December 31, 2008:
Series shares sold	11,620,427		$	153,980,586
Series shares issued in reinvestment of distributions	1,208,345			18,572,262
Series shares repurchased	(14,165,938	)		(173,286,237	)
Net increase (decrease) in shares outstanding	(1,337,166	)	$	(733,389	)

Note 8: Ownership and Affiliates

As of December 31, 2009, all of Class I shares of the Portfolio were owned of record by the Prudential Insurance Company of America (“PICA”) on behalf of the owners of the variable insurance products issued by PICA.

Note 9: New Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements and input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for interim and annual reporting periods beginning after December 15, 2010. At this time, management is evaluating the implications of ASU No. 2010-06 and its impact on the financial statements has not been determined.

Note 10: Subsequent Events

Management has evaluated the impact of all subsequent events on the Portfolio through February 18, 2010, the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

B5

Financial Highlights

	Jennison 20/20 Focus Portfolio
	Class I
	Year Ended December 31,
	2009			2008			2007(c)			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	9.18		$	15.99		$	16.01		$	15.00		$	12.37
Income (Loss) From Investment Operations:
Net investment income		.03			.06			.07			.08			.06
Net realized and unrealized gain (loss) on investments		5.26			(5.94	)		1.63			1.95			2.60
Total from investment operations		5.29			(5.88	)		1.70			2.03			2.66
Less Dividends and Distributions:
Dividends from net investment income		—			—			—			—			(.03	)
Distributions		(.05	)		(.93	)		(1.72	)		(1.02	)		—
Total dividends and distributions		(.05	)		(.93	)		(1.72	)		(1.02	)		(.03	)
Net Asset Value, end of year	$	14.42		$	9.18		$	15.99		$	16.01		$	15.00
Total Return(a)		57.83	%		(39.15	)%		10.59	%		14.13	%		21.59	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	70.5		$	46.7		$	86.6		$	93.1		$	83.8
Ratios to average net assets(b):
Expenses		.81	%		.82	%		.82	%		.82	%		.87	%
Net investment income		.27	%		.41	%		.41	%		.58	%		.43	%
Portfolio turnover rate		106	%		125	%		115	%		119	%		93	%

	Jennison 20/20 Focus Portfolio
	Class II
	Year Ended December 31,
	2009			2008			2007(c)			2006			2005
Per Share Operating Performance:
Net Asset Value, beginning of year	$	9.06		$	15.78		$	15.81		$	14.83		$	12.23
Income (Loss) From Investment Operations:
Net investment income (loss)		(.01	)		—	(d)		—	(d)		.03			.01
Net realized and unrealized gain (loss) on investments		5.20			(5.87	)		1.60			1.91			2.59
Total from investment operations		5.19			(5.87	)		1.60			1.94			2.60
Less Distributions:
Distributions		—	(d)		(.85	)		(1.63	)		(.96	)		—
Net Asset Value, end of year	$	14.25		$	9.06		$	15.78		$	15.81		$	14.83
Total Return(a)		57.29	%		(39.40	)%		10.12	%		13.61	%		21.26	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	284.9		$	156.3		$	293.3		$	218.4		$	159.3
Ratios to average net assets(b):
Expenses		1.21	%		1.22	%		1.22	%		1.22	%		1.27	%
Net investment income (loss)		(.13	)%		—	%(e)		—	%(e)		.19	%		.03	%
Portfolio turnover rate		106	%		125	%		115	%		119	%		93	%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all years shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(b) Does not include expenses of the underlying portfolios in which the Portfolio invests.

(c) Calculated based upon average shares outstanding.

(d) Less than $.005 per share.

(e) Less than .005%.

SEE NOTES TO FINANCIAL STATEMENTS.

C1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE BOARD OF TRUSTEES AND SHAREHOLDERS

THE PRUDENTIAL SERIES FUND — JENNISON 20/20 FOCUS PORTFOLIO:

We have audited the accompanying statement of assets and liabilities of The Prudential Series Fund — Jennison 20/20 Focus Portfolio (hereafter referred to as the “Fund”), including the portfolio of investments, as of December 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2009, and the results of their operations, the changes in their net assets and the financial highlights for the periods described in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 18, 2010

D1

INFORMATION ABOUT TRUSTEES AND OFFICERS (Unaudited)

Information about the Trustees and the Officers of the Fund is set forth below. Trustees who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Fund are referred to as “Interested Trustees.” The Trustees are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act.

Independent Trustees (1)
Name, Address, Age No. of Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held
Saul K. Fenster, Ph.D. (76) No. of Portfolios Overseen: 83	Currently President Emeritus of New Jersey Institute of Technology (since 2002); formerly President (1978-2002) of New Jersey Institute of Technology; Commissioner (1998-2002) of the Middle States Association Commission on Higher Education; Commissioner (1985-2002) of the New Jersey Commission on Science and Technology; formerly Director (1998-2005) of Society of Manufacturing Engineering Education Foundation; formerly Director of Prosperity New Jersey; formerly a director or trustee of Liberty Science Center, Research and Development Council of New Jersey, New Jersey State Chamber of Commerce, and National Action Council for Minorities in Engineering.	Member (since 2006), Board of The Ridgefield Foundation and The Leir Foundation.
Delayne Dedrick Gold (71) No. of Portfolios Overseen: 83	Marketing Consultant (1982-present); formerly Senior Vice President and Member of the Board of Directors, Prudential Bache Securities, Inc.	None
W. Scott McDonald, Jr. (72) No. of Portfolios Overseen: 83	Formerly Management Consultant (1997-2004) and of Counsel (2004-2005) at Kaludis Consulting Group, Inc. (company serving higher education); Formerly principal (1995-1997), Scott McDonald Associates; Chief Operating Officer (1991-1995), Fairleigh Dickinson University; Executive Vice President and Chief Operating Officer (1975-1991), Drew University; interim President (1988-1990), Drew University; formerly Director of School, College and University Underwriters Ltd.	None
Thomas T. Mooney (68) No. of Portfolios Overseen: 83	Formerly Chief Executive Officer, Excell Partners, Inc.; formerly President of the Greater Rochester Metro Chamber of Commerce, Rochester City Manager; formerly Deputy Monroe County Executive.	None
Thomas M. O’Brien (59) No. of Portfolios Overseen: 83	President and COO (since November 2006) and CEO (since April 2007) of State Bancorp, Inc. and State Bank; Vice Chairman (January 1997-April 2000) of North Fork Bank; President and Chief Executive Officer (December 1984-December 1996) of North Side Savings Bank; formerly President and Chief Executive Officer (May 2000-June 2006) Atlantic Bank of New York.	Formerly Director (December 1996-May 2000) of North Fork Bancorporation, Inc.; Formerly Director (May 2000-April 2006) of Atlantic Bank of New York; Director (since November 2006) of State Bancorp, Inc. (NASDAQ: STBC) and State Bank of Long Island.
F. Don Schwartz (74) No. of Portfolios Overseen: 83	Management Consultant (since April 1985).	None

Interested Trustee (1)
Robert F. Gunia (63) No. of Portfolios Overseen: 83	Independent Consultant; formerly Chief Administrative Officer (September 1999-September 2009) and Executive Vice President (December 1996-September 2009) of Prudential Investments LLC; Executive Vice President (March 1999-September 2009) and Treasurer (May 2000-September 2009) of Prudential Mutual Fund Services LLC; President (April 1999-December 2008) and Executive Vice President and Chief Operating Officer (December 2008- December 2009) of Prudential Investment Management Services LLC; Chief Administrative Officer, Executive Vice President and Director (May 2003-September 2009) of AST Investment Services, Inc.	Director (since May 1989) of The Asia Pacific Fund, Inc.

¹ The year that each Trustee joined the Fund’s Board is as follows: Saul K. Fenster, 1983; Delayne Dedrick Gold, 2001; Robert F. Gunia, 2001; W. Scott McDonald, Jr., 1983; Thomas T. Mooney, 2001; Thomas M. O’Brien, 2003; F. Don Schwartz, 2003.

E1

Fund Officers 1
Name, Address and Age Position with the Fund	Principal Occupation(s) During the Past Five Years
Steve Pelletier (56) President and Principal Executive Officer	President of Prudential Annuities (since September 2008); Chairman and CEO, International Investments, Prudential Financial (since January 1998).
Timothy S. Cronin (44) Vice President	Chief Investment Officer and Strategist of Prudential Annuities (since January 2004); Director of Investment & Research Strategy (since February 1998); President of AST Investment Services, Inc. (since June 2005).
Kathryn L. Quirk (57) Chief Legal Officer	Vice President and Corporate Counsel (since September 2004) of Prudential; Executive Vice President, Chief Legal Officer and Secretary (since July 2005) of Prudential Investments LLC (PI) and Prudential Mutual Fund Services LLC (PMFS); Vice President and Corporate Counsel (since June 2005) and Secretary (since February 2006) of AST Investment Services, Inc.; formerly Senior Vice President and Assistant Secretary (November 2004-August 2005) of PI; formerly Assistant Secretary (June 2005-February 2006) of AST Investment Services, Inc.; formerly Managing Director, General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc.
Deborah A. Docs (52) Secretary	Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PI; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Jonathan D. Shain (51) Assistant Secretary	Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PI; Vice President and Assistant Secretary (since February 2001) of PMFS; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Claudia DiGiacomo (35) Assistant Secretary	Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).
John P. Schwartz (38) Assistant Secretary	Vice President and Corporate Counsel (since April 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1997-2005).
Andrew R. French (47) Assistant Secretary	Director and Corporate Counsel (since May 2006) of Prudential; Vice President and Assistant Secretary (since January 2007) of PI; Vice President and Assistant Secretary (since January 2007) of PMFS; formerly Senior Legal Analyst of Prudential Mutual Fund Law Department (1997-2006).
Timothy J. Knierim (51) Chief Compliance Officer	Chief Compliance Officer of Prudential Investment Management, Inc.(PIM) (since July 2007); formerly Chief Risk Officer of PIM and PI (2002-2007) and formerly Chief Ethics Officer of PIM and PI (2006-2007).
Valerie M. Simpson (51) Deputy Chief Compliance Officer	Chief Compliance Officer (since April 2007) of PI and AST Investment Services, Inc.; formerly Vice President-Financial Reporting (June 1999-March 2006) for Prudential Life and Annuities Finance.
Theresa C. Thompson (47) Deputy Chief Compliance Officer	Vice President, Compliance, PI (since April 2004); and Director, Compliance, PI (2001 - 2004).
Noreen M. Fierro (45) Anti-Money Laundering Compliance Officer	Vice President, Corporate Compliance (since May 2006) of Prudential; formerly Corporate Vice President, Associate General Counsel (April 2002-May 2005) of UBS Financial Services, Inc., in their Money Laundering Prevention Group; Senior Manager (May 2005-May 2006) of Deloitte Financial Advisory Services, LLP, in their Forensic and Dispute Services, Anti-Money Laundering Group.
Grace C. Torres (50) Treasurer and Principal Financial and Accounting Officer	Assistant Treasurer (since March 1999) and Senior Vice President (since September 1999) of PI; Assistant Treasurer (since May 2003) and Vice President (since June 2005) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (since May 2003) of Prudential Annuities Advisory Services, Inc.; formerly Senior Vice President (May 2003-June 2005) of AST Investment Services, Inc.
M. Sadiq Peshimam (46) Assistant Treasurer	Vice President (since 2005) of Prudential Investments LLC.
Peter Parrella (51) Assistant Treasurer	Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).
Alan Fu (52) Assistant Treasurer	Vice President and Corporate Counsel - Tax, Prudential Financial, Inc. (since October 2003).

¹ The year in which each individual became an Officer of the Fund is as follows: Stephen Pelletier, 2008; Timothy S. Cronin, 2009; Kathryn L. Quirk, 2005; Deborah A. Docs, 2005; Jonathan D. Shain, 2005; Claudia DiGiacomo, 2005; John P. Schwartz, 2006; Andrew R. French, 2006; Timothy J. Knierim, 2007; Valerie M. Simpson, 2007; Theresa C. Thompson, 2008; Noreen M. Fierro, 2006; Grace C. Torres, 1997; Peter Parrella, 2007; M. Sadiq Peshimam, 2006; Alan Fu, 2006.

Explanatory Notes to Tables:

Trustees are deemed to be “Interested”, as defined in the 1940 Act, by reason of their affiliation with Prudential Investments LLC and/or an affiliate of Prudential Investments LLC. Robert F. Gunia will be considered an Interested Trustee for at least two years after his retirement from employment by the Manager and its affiliates (which was on or about October 21, 2009). He will also be an Interested Trustee as long as he holds a beneficial interest in securities issued by the Manager or its affiliates.

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

There is no set term of office for Trustees or Officers. The Independent Trustees have adopted a retirement policy, which calls for the retirement of Trustees on December 31 of the year in which they reach the age of 75.

“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934 (that is, “public companies”) or other investment companies registered under the 1940 Act.

“No. of Portfolios Overseen” includes all investment companies managed by Prudential Investments LLC. The investment companies for which PI serves as manager include the Prudential Investments Funds, The Prudential Variable Contract Accounts, The Target Portfolio Trust, The Prudential Series Fund, Advanced Series Trust and Prudential’s Gibraltar Fund, Inc.

E2

The 2009 Audited Financial Statements of Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, and The Prudential Insurance Company of America are available. You may call 888-778-2888 to obtain a free copy of the audited financial statements of the insurance company that issued your contract.

To reduce costs, we now generally send only a single copy of prospectuses and shareholder reports to each household (“householding”) in lieu of sending a copy to each Contract Owner who resides in the household. You should be aware that by calling 877-778-5008, you can revoke or “opt out” of householding at any time.

Pru, Prudential, Prudential Financial, Rock Solid, “The Rock,” the Rock Logo and the Rock Prudential Logo are registered service marks of The Prudential Insurance Company of America, Newark, NJ, and its affiliates.

The Prudential Insurance Company of America

751 Broad Street

Newark, NJ 07102-3777

Presorted

Standard

U.S. Postage

PAID

Prudential

0172223-00001-00    PSF-AR J2020F    

Item 2 – Code of Ethics – See Exhibit (a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant 973-367-7521, and ask for a copy of the Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers.

Item 3 – Audit Committee Financial Expert –

The registrant’s Board has determined that Mr. Thomas M. O’Brien, member of the Board’s Audit Committee is an “audit committee financial expert,” and that he is “independent,” for purposes of this Item.

Item 4 – Principal Accountant Fees and Services –

(a) Audit Fees

For the fiscal years ended December 31, 2009 and December 31, 2008, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $525,681 and $688,081, respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

During the fiscal year ended December 31, 2009, KPMG, the Registrant’s principal accountant, billed the Registrant $41,103 for professional services rendered in connection with agreed upon procedures performed related to a custody conversion. Not applicable for the fiscal year ended December 31, 2008.

(c) Tax Fees

During the fiscal year ended December 31, 2009, KPMG, the Registrant’s principal accountant, billed the Registrant $45,500 for professional tax consulting services rendered on behalf of certain portfolios of the Registrant. Not applicable for the fiscal year ended December 31, 2008.

(d) All Other Fees

None.

(e) (1) Audit Committee Pre-Approval Policies and Procedures

THE PRUDENTIAL MUTUAL FUNDS

AUDIT COMMITTEE POLICY

on

Pre-Approval of Services Provided by the Independent Accountants

The Audit Committee of each Prudential Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve any independent accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:

• a review of the nature of the professional services expected to be provided,

• a review of the safeguards put into place by the accounting firm to safeguard independence, and

• periodic meetings with the accounting firm.

Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services. Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants. Proposed services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.

The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services, which the Committee (or the Committee Chair) would consider for pre-approval.

Audit Services

The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:

• Annual Fund financial statement audits

• Seed audits (related to new product filings, as required)

• SEC and regulatory filings and consents

Audit-related Services

The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:

• Accounting consultations

• Fund merger support services

• Agreed Upon Procedure Reports

• Attestation Reports

• Other Internal Control Reports

Individual audit-related services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $50,000.

Tax Services

The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:

• Tax compliance services related to the filing or amendment of the following:

• Federal, state and local income tax compliance; and,

• Sales and use tax compliance

• Timely RIC qualification reviews

• Tax distribution analysis and planning

• Tax authority examination services

• Tax appeals support services

• Accounting methods studies

• Fund merger support services

• Tax consulting services and related projects

Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $50,000.

Other Non-audit Services

Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Proscribed Services

The Fund’s independent accountants will not render services in the following categories of non-audit services:

• Bookkeeping or other services related to the accounting records or financial statements of the Fund

• Financial information systems design and implementation

• Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

• Actuarial services

• Internal audit outsourcing services

• Management functions or human resources

• Broker or dealer, investment adviser, or investment banking services

• Legal services and expert services unrelated to the audit

• Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval of Non-Audit Services Provided to Other Entities Within the Prudential Fund Complex

Certain non-audit services provided to Prudential Investments LLC or any of its affiliates that also provide ongoing services to the Prudential Mutual Funds will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Funds. Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $50,000. Services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Although the Audit Committee will not pre-approve all services provided to Prudential Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to Prudential Investments and its affiliates.

(e) (2) Percentage of services referred to in 4(b) – 4(d) that were approved by the audit committee –

One hundred percent of the services described in Item 4(b) and 4(c) was approved by the audit committee.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

(g) Non-Audit Fees

Not applicable to Registrant for the fiscal years 2009 and 2008. The aggregate non-audit fees billed by KPMG for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years 2009 and 2008 was $0 and $0, respectively.

(h) Principal Accountant’s Independence

Not applicable as KPMG has not provided non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

Item 5 – Audit Committee of Listed Registrants – Not applicable.

Item 6 – Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.

Item 8 – Portfolio Managers of Closed-End Management Investment Companies – Not applicable.

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.

Item 10 – Submission of Matters to a Vote of Security Holders – Not applicable.

Item 11 – Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Exhibits

(a) (1) Code of Ethics – Attached hereto as Exhibit EX-99.CODE-ETH

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.

(3) Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) The Prudential Series Fund

By (Signature and Title)*	/s/    DEBORAH A. DOCS
	Deborah A. Docs
	Secretary

Date February 16, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/    STEPHEN PELLETIER
	Stephen Pelletier
	President and Principal Executive Officer

Date February 16, 2010

By (Signature and Title)*	/s/    GRACE C. TORRES
	Grace C. Torres
	Treasurer and Principal Financial Officer

Date February 16, 2010

* Print the name and title of each signing officer under his or her signature.

EX-99.CODE-ETH

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

PRINCIPAL FINANCIAL OFFICERS

I. Covered Officers/Purpose of the Code

This code of ethics (the “Code”) is established for the funds listed on Attachment A hereto (each a Fund” and together the “Funds”) pursuant to Section 406 of the Sarbanes-Oxley Act and the rules adopted thereunder by the Securities and Exchange Commission (“SEC”). The Code applies to each Fund’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer or Controller, or senior officers performing similar functions (the “Covered Officers” each of whom are set forth in Exhibit B) for the purpose of promoting:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by a Fund;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

• accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Conflicts of Interest

A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with a Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “1940 Act”) and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as “affiliated persons” of the Fund. A Fund’s and its investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationships between a Fund and the Fund’s investment adviser, principal underwriter, administrator, or other service providers to the Fund (together “Service Providers”), of which the Covered Officers may also be principals or employees. As a

result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for a Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on such Service Providers and a Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationships between a Fund and its Service Providers and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Board of Directors/Trustees (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.

Each Covered Officer must:

• not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

• not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund; and

• not retaliate against any other Covered Officer or any employee of a Fund or its affiliated persons for reports of potential violations that are made in good faith.

There are some actual or potential conflict of interest situations that should always be brought to the attention of, and discussed with, the Funds’ Chief Legal Officer or other senior legal officer, if material. Examples of these include:

• service as a director on the board of any public or private company;

• the receipt of any non-nominal gifts;

• the receipt of any entertainment from any company with which a Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

• any ownership interest in (other than insubstantial interests in publicly traded entities), or any consulting or employment relationship with, any of a Fund’s Service Providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; and

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

2

III. Disclosure and Compliance

Each Covered Officer:

• should familiarize himself with the disclosure requirements generally applicable to the Funds;

• should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund’s Board of Directors/Trustees and its auditors, and to governmental regulators and self-regulatory organizations;

• should, to the extent appropriate within his area of responsibility, consult with other officers and employees of a Fund and its Service Providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

• is responsible to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Officer must:

• upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board of Directors/Trustees that he has received, read, and understands the Code;

• annually thereafter affirm to the Board of Directors/Trustees that he has complied with the requirements of the Code; and

• notify the Funds’ Chief Legal Officer promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The Funds’ Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. In such situations, the Chief Legal Officer is authorized to consult, as appropriate, with counsel to the Funds, counsel to the Independent Directors/Trustees, a Board Committee comprised of Independent Directors/Trustees, or the full Board.

The Funds will follow the following procedures in investigating and enforcing this Code:

• the Funds Chief Legal Officer will take all appropriate action to investigate any potential violations reported to her;

• if, after such investigation, the Chief Legal Officer believes that no violation has occurred, the Chief Legal Officer is not required to take any further action;

• any matter that the Chief Legal Officer believes is a violation or that the Chief Legal Officer believes should be reviewed by a Fund’s Board or Board Committee comprised of Independent Directors/Trustees will be reported to the Fund’s Board or Board Committee comprised of Independent Directors/Trustees;

3

• based upon its review of any matter referred to it, a Fund’s Board or Board Committee comprised of Independent Directors/Trustees shall determine whether or not a violation has occurred, whether a grant of waiver is appropriate or whether some other action should be taken. Based upon its determination, the Fund’s Board or Board Committee comprised of Independent Directors/Trustees may take such action as it deems appropriate, which may include without limitation: modifications of applicable policies and procedures; notification to appropriate personnel of the Fund’s investment adviser, principal underwriter or administrator, or their boards; notification to other Funds for which the Covered Officer serves as a Covered Officer; or recommendation to dismiss the Covered Officer; and

• any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

V. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of a Fund or its Service Providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and their investment adviser’s and principal underwriter’s code of ethics under Rule 17j-1 under the 1940 Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

VI. Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of Independent Directors/Trustees.

VII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fund Board of Directors/Trustees, counsel to the Fund, and counsel to the Fund Independent Directors/Trustees.

VIII. Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of a Fund, as to any fact, circumstance, or legal conclusion.

4

IX. Recordkeeping

A Fund shall keep the information disclosed about waivers and amendments under the Code for the period of time as specified in the rules adopted pursuant to Section 406 of the Sarbanes-Oxley Act, and furnish such information to the SEC or its staff upon request.

Adopted and approved as of September 3, 2003.

5

EXHIBIT A

Funds Covered by this Code of Ethics

Prudential Investments Mutual Funds

Target Mutual Funds

The Prudential Variable Contract Account – 2

The Prudential Variable Contract Account – 10

The Prudential Variable Contract Account – 11

Advanced Series Trust

Prudential’s Gibraltar Fund, Inc.

The Prudential Series Fund

A-1

EXHIBIT B

Persons Covered by this Code of Ethics

Judy A. Rice – President and Chief Executive Officer of the Prudential Investments Mutual Funds, the Target Mutual Funds, and The Prudential Variable Contract Accounts – 2, -10, and -11.

Stephen Pelletier – President and Chief Executive Officer of Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund.

Grace C. Torres – Treasurer and Chief Financial Officer for the Prudential Investments Mutual Funds, the Target Mutual Funds, The Prudential Variable Contract Accounts – 2, -10, and -11, Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund.

EX-99.CERT

Item 12

The Prudential Series Fund

Annual period ending 12/31/09

File No. 811-03623

CERTIFICATIONS

I, Stephen Pelletier, certify that:

1. I have reviewed this report on Form N-CSR of The Prudential Series Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2010

/s/ Stephen Pelletier

Stephen Pelletier

President and Principal Executive Officer

Item 12

The Prudential Series Fund

Annual period ending 12/31/09

File No. 811-03623

CERTIFICATIONS

I, Grace C. Torres, certify that:

1. I have reviewed this report on Form N-CSR of The Prudential Series Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2010

/s/ Grace C. Torres

Grace C. Torres

Treasurer and Principal Financial Officer

EX-99.906CERT

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Name of Issuer: The Prudential Series Fund

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his or her knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Date: February 16, 2010	/s/ Stephen Pelletier
	Stephen Pelletier
	President and Principal Executive Officer
Date: February 16, 2010	/s/ Grace C. Torres
	Grace C. Torres
	Treasurer and Principal Financial Officer