UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
                                 (RULE
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )
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Filed by a Party other than the Registrant    ¨
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      Filed by a Party other than the Registrant / /

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Preliminary Proxy Statement
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Confidential, Forfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
      / /        
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
Pursuant to §240.14a-12
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
PRUDENTIAL INVESTMENT PORTFOLIOS 2
PRUDENTIAL INVESTMENT PORTFOLIOS 3
PRUDENTIAL INVESTMENT PORTFOLIOS 4
PRUDENTIAL INVESTMENT PORTFOLIOS 5
PRUDENTIAL INVESTMENT PORTFOLIOS 6
PRUDENTIAL INVESTMENT PORTFOLIOS 7
PRUDENTIAL INVESTMENT PORTFOLIOS 8
PRUDENTIAL INVESTMENT PORTFOLIOS 9
PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 10
PRUDENTIAL INVESTMENT PORTFOLIOS 12
PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 14
PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 15
PRUDENTIAL INVESTMENT PORTFOLIOS 16
PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 17
RPDUDENTIAL INVESTMENT PORTFOLIOS 18
PRUDENTIAL MONEYMART ASSETS, INC.
PRUDENTIAL NATIONAL MUNI FUND, INC.
PRUDENTIAL JENNISON BLEND FUND, INC.
PRUDENTIAL JENNISON MID-CAP GROWTH FUND, INC.
PRUDENTIAL JENNISON SMALL COMPANY FUND, INC.
PRUDENTIAL WORLD FUND, INC.
PRUDENTIAL JENNISON NATURAL RESOURCES FUND, INC.
PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.
PRUDENTIAL SECTOR FUNDS, INC.
PRUDENTIAL SHORT-TERM CORPORATE BOND FUND, INC.
THE TARGET PORTFOLIO TRUST
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

                          CASH ACCUMULATION TRUST
                      PRUDENTIAL CORE INVESTMENT FUND
             PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
                 PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.
                      SPECIAL MONEY MARKET FUND, INC.
- ----------------------------------------------------------------------------
              (Name of Registrant as Specified in Its Charter)

                                    N/A
- ----------------------------------------------------------------------------
  (Name of Person(s)Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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                            CASH ACCUMULATION TRUST
                               LIQUID ASSETS FUND
                           NATIONAL MONEY MARKET FUND
                        PRUDENTIAL CORE INVESTMENT FUND
                          TAXABLE MONEY MARKET SERIES
               PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
                   PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.
                        SPECIAL MONEY MARKET FUND, INC.
                              GATEWAY CENTER THREE
The Prudential Investment Portfolios, Inc.
Prudential Investment Portfolios, Inc. 17
Prudential Investment Portfolios 2
Prudential Investment Portfolios 18
Prudential Investment Portfolios 3
Prudential MoneyMart Assets, Inc.
Prudential Investment Portfolios 4
Prudential National Muni Fund, Inc.
Prudential Investment Portfolios 5
Prudential Jennison Blend Fund, Inc.
Prudential Investment Portfolios 6
Prudential Jennison Mid-Cap Growth Fund, Inc.
Prudential Investment Portfolios 7
Prudential Jennison Small Company Fund, Inc.
Prudential Investment Portfolios 8
Prudential World Fund, Inc.
Prudential Investment Portfolios 9
Prudential Jennison Natural Resources Fund, Inc.
Prudential Investment Portfolios, Inc. 10
Prudential Global Total Return Fund, Inc.
Prudential Investment Portfolios 12
Prudential Sector Funds, Inc.
Prudential Investment Portfolios, Inc. 14
Prudential Short-Term Corporate Bond Fund, Inc.
Prudential Investment Portfolios, Inc. 15
The Target Portfolio Trust
Prudential Investment Portfolios 16
Gateway Center Three 100 MULBERRY STREET
                         NEWARK, NEW JERSEY 07102-4077


                            ------------------------


                           Mulberry Street Newark, New Jersey 07102
IMPORTANT PROXY MATERIALS PLEASE VOTE NOW!
                                 APRIL 29, 2003


                            ------------------------

October 1, 2014
Dear Shareholder:
I am inviting you to vote on several important proposals relating to the management and operation of your Fund. A shareholder meeting of each of the Funds identified above is scheduled for July 2, 2003.November 26, 2014. This package contains information about each of the proposals and includes materials you will need to vote.
The Boards of Directors/Trustees of each Fund have reviewed the proposals and have recommended that the proposalsthey be presented to you for consideration.
Although the Directors/Trustees have determined that the proposals are in your best interest,consideration: the final decision is yours. Shareholders of each Fund are being asked to approve many of the same proposals, so in order to save money for your Fund, one proxy statement has been prepared for all of the Funds listed above.Funds. To help you understand the proposals, we are including a section that answers commonly asked questions. The accompanying proxy statement includes a detailed description of each of the proposals relating to your Fund.
Please read the enclosed materials carefully and cast your vote. Remember, your vote is extremely important, no matter how large or small your holdings. By voting now, you can help avoid additional costs that are incurred with follow-up letters and calls.

TO VOTE, YOU MAY USE ANY OF THE FOLLOWING METHODS:

    - BY MAIL.calls from a proxy solicitor.
To vote, you may use any of the following methods:
By Mail. Please complete, date and sign your proxy card before mailing it in the enclosed postage-paid envelope.

    - BY INTERNET.
By Internet. Have your proxy card available. Go to the web site:
      www.proxyvote.com.site listed on your proxy card. Enter your 12-digit control number from your proxy card. Follow the simple instructions found on the web site. - BY TELEPHONE.  IfVotes must be entered by 11:59 p.m. Eastern time on the day prior to the Meeting.
By Telephone. Have your Fund shares are held in your own name, call
      1-800-690-6903 toll free. If your Fund shares are heldproxy card available. Call the toll-free number listed on your behalf in a
      brokerage account with Prudential Securities Incorporated or another
      broker, call 1-800-454-8683 toll free.proxy card. Enter your 12-digitthe control number from your proxy card. There is no charge to you for the call. Follow the simplerecorded instructions. Votes must be entered by 11:59 p.m. on the day prior to the Meeting.
In Person. By attending the Meeting and voting your shares.
If you have any questions before you vote, please call usD.F. King & Co. Inc. at 1-866-665-7684.
We're glad866-828-6929 toll free. They will be happy to help you understand the proposalsproposal and assist you in voting. Thank you for your participation.


                                          /s/ Judy A. Rice

                                          Judy A. Rice
                                          PRESIDENT
[PARKER SIGNATURE GRAPHIC HERE]
Stuart Parker
President
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND
AND VOTE ON THE PROPOSALS
Please read the enclosed proxy statement for a complete description of the proposals. However, as a quick reference, the following questions and answers provide a brief overview of the proposals.
Q. WILL THE PROPOSED CHANGES RESULT IN HIGHER FUND FEES OR EXPENSES?
A. No. The rate of the management fees and other expenses incurred by each Fund will not change.
Q. WILL THE PROPOSED CHANGES RESULT IN HIGHER DIRECTORS’ OR TRUSTEES’ FEES?
A. No.
Q. WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
A. The purpose of the proxy is to ask you to vote on five primarythree issues:


    - to elect a new
–
to elect 12 Board Members,
–
for certain Funds, to approve a policy to permit the Fund’s manager to enter into or make material changes to your Fund’s subadvisory agreement(s) with wholly-owned subadvisers without shareholder approval, and
–
for certain Funds, to designate the Fund’s investment objective(s) as a non-fundamental policy, so that it may be changed by the Fund’s Board without a shareholder vote.
Q. ARE YOU RECOMMENDING A NEW BOARD FOR THE FUNDS?
A. No. All but one of Directors or Trustees,


    - to permit the Fund's Manager to enter into or make material changes to
      your Fund's subadvisory agreements without shareholder approval,

    - to approve a new management agreementindividuals nominated for election currently serve on the existing Boards (except with your Fund's Manager,

    - to approve changes to your Fund's fundamental investment restrictions, and


    - to approve amendmentsrespect to the articlestwo Funds noted under Proposal No. 1 below). Nine of incorporation or declarationthe individual Board nominees are independent of trust for your Fund.


Prudential.
Q. WHY AM I RECEIVING PROXY INFORMATION FORON A FUND THAT I DO NOT OWN?
A. Shareholders of all of the Funds are being asked to approve many of the same proposals, so most of the information that must be included in a proxy statement for your Fund needs to be included in a proxy statement for the other Funds as well. Therefore, in order to save money for your Fund, one proxy statement has been prepared.
Q. WHY AM I RECEIVING MORE THAN ONETWO PROXY STATEMENTSTATEMENTS OR MAILING?

TWO MAILINGS?
A. You will receive a separate proxy statement for each Fund that you own. Also, if you hold shares in more than one account--foraccount—for example, in an individual account and in an IRA--youIRA—you will receive multiple proxy statements. Each proxy card should be voted and returned.
Q. ARE YOU RECOMMENDING A NEW BOARD FORWHY IS THE FUNDS?

FUNDS’ MANAGER SEEKING AUTHORITY TO ENTER INTO OR MAKE MATERIAL CHANGES TO SUBADVISORY AGREEMENTS WITH WHOLLY-OWNED SUBADVISERS?
A. Yes.Currently, the Funds’ Manager, with Board approval, can enter into and amend subadvisory agreements with subadvisers that are not affiliated with the Manager without obtaining shareholder approval, thereby avoiding the expense and delay entailed in seeking shareholder approval and permitting the Funds to more quickly and efficiently respond to changes in market conditions and other factors. The Boards of eachManager and
the Board believe that it is in the best interests of the Funds have nominated for election Independent
    and Interested Directors or Trustees. Most oftheir shareholders to similarly permit the nominees already serve as
    Directors or Trustees on some,Manager to enter into subadvisory agreements with wholly-owned subadvisers, subject to Board approval, but not all of the Funds in the Prudential
    mutual fund complex.

without shareholder approval.
Q. DOES DESIGNATING THE INVESTMENT OBJECTIVE FOR CERTAIN FUNDS AS NON-FUNDAMENTAL MEAN THAT THE FUNDS’ INVESTMENT OBJECTIVES WILL THE PROPOSED CHANGES RESULT IN HIGHER MANAGEMENT FEES?

BE CHANGED?
A. No. The rate ofThere is no present intention to change the management fees charged to each Fund will notinvestment objective for any Fund. Although designating an investment objective as non-fundamental means that shareholder approval would no longer be required before a change asin a result of any of the proposed changes.

Q.  WILL THE PROPOSED CHANGES RESULT IN HIGHER DIRECTORS' OR TRUSTEES' FEES FOR
    A FUND?


A.  No. Although the number of Independent Directors or Trustees of most of the
    Funds, with the exception of Prudential Global Total Return Fund, Inc. will
    increase from 6 to 8, the aggregate amount of fees paid by the Funds will
    not increase, because the same Independent Directors or Trustees have been
    elected to the Boards of the American Skandia Funds, which will share in
    paying the fees.


Q.  WHAT ARE "FUNDAMENTAL" INVESTMENT RESTRICTIONS, AND WHY ARE THEY PROPOSED TO
    BE CHANGED?

A.  "Fundamental"Fund’s investment restrictions are limitations placed on a Fund's
    investment policies that can be changed only by aobjective, Board approval and shareholder vote--even if
    the changes are minor. The law requires certain investment policiesnotification would continue to be designated as fundamental. Each Fund adopted a number of fundamentalrequired before any Fund’s investment restrictions, and some of those fundamental restrictions reflect
    regulatory, business or industry conditions, practices or requirements that
    are no longer in effect. Others reflect regulatory requirements that, while
    still in effect, do not need toobjective could be classified as fundamental restrictions.

    The Boards believe that certain fundamental investment restrictions that are
    not legally required should be eliminated. The Boards also believe that
    other fundamental restrictions should be modernized and made more uniform.
    The reason for these changes is to provide greater investment flexibility
    for the Funds.

Q.  DO THE PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS MEAN THAT MY
    FUND'S INVESTMENT OBJECTIVE IS BEING CHANGED?

A.  No.

Q.  WHAT WILL BE THE EFFECT OF THE PROPOSED CHANGES TO MY FUND'S FUNDAMENTAL
    RESTRICTIONS?


A.  The Boards do not believe that the proposed changes to fundamental
    investment restrictions will result in a major restructuring of any Fund's
    investment portfolio. The changes will allow each Fund greater flexibility
    to respond to investment opportunities and permit the Boards to make changes
    in the future that they consider desirable without the necessity of a
    shareholder vote and the related additional expenses. A shareholder vote is
    not necessary for changes to non-fundamental investment policies or
    restrictions.


changed.
Q. HOW MANY VOTES DO YOU NEED TO APPROVE THESE PROPOSALS?
A. The numberDepending on the Fund, we need a plurality, or a majority of the votes neededcast, to approve each Proposal differs, due to
    different requirements imposed by federalNo. 1. For Proposals No. 2 and state laws. The descriptions3, we need the affirmative vote of a majority of each Proposal inapplicable Fund’s outstanding voting securities, as defined by the enclosed proxy statement identifyInvestment Company Act of 1940.
Q. DOES MY VOTE MAKE A DIFFERENCE?
A. Yes. Even if you have very few shares, you help the numberFunds receive enough votes to act on the proposals by casting your vote as soon as possible. By voting early, you help avoid the expense of votes required for each Fundsending additional mailings to approve each Proposal.

try to get shareholders to cast more votes.
Q. WHAT IF YOUWE DO NOT HAVE ENOUGH VOTES TO MAKE THIS DECISION BY THE SCHEDULED SHAREHOLDER MEETING DATE?
A. If we do not receive sufficient votes to hold the meeting, we or Georgeson
    Shareholder CommunicationsD.F. King & Co, Inc., a proxy solicitation firm, may contact you by mail or telephone to encourage you to vote. Shareholders should review the proxy materials and cast their vote to avoid additional mailings or telephone calls. If we do not have enough votes to approve the proposals by the time of the joint shareholder meeting at 1110:00 a.m. on July 2, 2003,November 26, 2014, the meeting may be adjourned to permit further solicitation of proxy votes.
Q. HAS EACH FUND'SFUND’S BOARD APPROVED THE PROPOSALS?
A. Yes. Your Fund'sFund’s Board has approved the proposals and recommends that you vote to approve them.
Q. HOW MANY VOTES AM I ENTITLED TO CAST?
A. As a shareholder, you are entitled to one vote for each share you own of your Fund on the record date. The record date is April 11, 2003.

September 12, 2014.
Q. HOW DO I VOTE MY SHARES?
A. You may vote in any of several different ways. You may vote by attending the
    Meeting scheduled for July 2, 2003, or you can vote your shares 24 hours a day, 7 days week by completing and signingtelephone, by mail via the enclosed proxy ballot card, and mailing it inby Internet. If you hold the Fund within a brokerage account and receive statements directly from your bank or broker, please follow the instructions provided on your proxy card. You can also vote your shares by attending the Meeting. Please see the enclosed postage paid envelope.proxy materials for complete details. If you need any assistance, or have any questions regarding a proposal or how tobefore you vote, your shares, please call PrudentialD. F. King & Co., Inc., at 1-866-665-7684.


    You may also vote via866-828-6929toll-free. They will be happy to help you understand the Internet. To do so, have your proxy card availableproposals and go to the web site: www.proxyvote.com. Enter your 12-digit control
    number from your proxy card and follow the instructions found on the web
    site.

    Finally,assist you can vote by telephone. If your Fund shares are held in your own
    name, call 1-800-690-6903 toll free. If your Fund shares are held on your
    behalf in a brokerage account with Prudential Securities Incorporated or
    another broker, call 1-800-454-8683 toll free. Enter your 12-digit control
    number from your proxy card and follow the simple instructions given.

voting.
Q. HOW DO I SIGN THE PROXY CARD?
A. INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names appear on the account registration shown on the card.
JOINT ACCOUNTS: Both owners must sign and the signatures should conform exactly to the names shown on the account registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her capacity. For example, a trustee for a trust should include his or her title when he or she signs, such as "Jane“Jane Doe, Trustee"Trustee”; or an authorized officer of a company should indicate his or her position with the company, such as "John“John Smith, President" underneath the name of the company.

President.”
The attached proxy statement contains more detailed information about each of the proposals relating to your Fund. Please read it carefully.

                            CASH ACCUMULATION TRUST
                               LIQUID ASSETS FUND
                           NATIONAL MONEY MARKET FUND
                        PRUDENTIAL CORE INVESTMENT FUND
                          TAXABLE MONEY MARKET SERIES
               PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
                   PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.
                        SPECIAL MONEY MARKET FUND, INC.


                              GATEWAY CENTER THREE
The Prudential Investment Portfolios, Inc.
Prudential Investment Portfolios, Inc. 17
Prudential Investment Portfolios 2
Prudential Investment Portfolios 18
Prudential Investment Portfolios 3
Prudential MoneyMart Assets, Inc.
Prudential Investment Portfolios 4
Prudential National Muni Fund, Inc.
Prudential Investment Portfolios 5
Prudential Jennison Blend Fund, Inc.
Prudential Investment Portfolios 6
Prudential Jennison Mid-Cap Growth Fund, Inc.
Prudential Investment Portfolios 7
Prudential Jennison Small Company Fund, Inc.
Prudential Investment Portfolios 8
Prudential World Fund, Inc.
Prudential Investment Portfolios 9
Prudential Jennison Natural Resources Fund, Inc.
Prudential Investment Portfolios, Inc. 10
Prudential Global Total Return Fund, Inc.
Prudential Investment Portfolios 12
Prudential Sector Funds, Inc.
Prudential Investment Portfolios, Inc. 14
Prudential Short-Term Corporate Bond Fund, Inc.
Prudential Investment Portfolios, Inc. 15
The Target Portfolio Trust
Prudential Investment Portfolios 16
Gateway Center Three 100 MULBERRY STREET
                            NEWARK, NEW JERSEYMulberry Street Newark, New Jersey 07102

                            ------------------------

                                   
NOTICE OF JOINT SPECIAL AND ANNUAL MEETINGS OF SHAREHOLDERS TO BE HELD ON JULY 2, 2003

                            ------------------------

TO OUR SHAREHOLDERS:


    November 26, 2014
To our Shareholders:
Joint meetings of the shareholders of each of the above-listed Funds (each,
a(the Meeting) will be held at the offices of Prudential Investments LLC (PI), 100 Mulberry Street, Gateway Center Three, 14th4th Floor, Newark, New Jersey on July 2, 2003November 26, 2014 at 1110:00 a.m. Eastern Daylight Time.The purpose of the MeetingsMeeting is to consider and act upon the following proposals:


    1.  To elect 10 Directors or Trustees.

    2.  To permit PI to enter into or make material changes to subadvisory
       agreements without shareholder approval.

    3.  To approve new management agreements between each
1.
For all Funds, to elect twelve Directors or Trustees.
2.
For certain of the Funds and PI.

    4.  To approve changes to each Funds' fundamental investment restrictions or
       policies, relating to the following:

       (a) fund diversification;

       (b) issuing senior securities, borrowing money or pledging assets;

       (c) buying and selling real estate;

       (d) buying and selling commodities and commodity contracts;

       (e) fund concentration;

       (f) making loans; and

       (g) other investment restrictions, including investing in securities of
           other investment companies.


    5.  To approve amendments to the articles of incorporation or declaration of
       trust for each of the Funds.



    For Special Money Market Fund, Inc., Prudential Institutional Liquidity
Portfolio, Inc., and Prudential Global Total Return Fund, Inc., the Meeting will
be the Fund's annual meeting. For Cash Accumulation Trust, and Prudential Core
Investment Fund, the Funds, to approve a policy to permit PI to enter into or make material changes to the Fund’s subadvisory agreements with subadvisers that are wholly-owned subsidiaries of PI or a sister company of PI (wholly-owned subadvisers) without shareholder approval.
3.
For certain of the Funds, to designate the Fund’s investment objective as a non-fundamental policy of the Fund, meaning that the Fund’s investment objective could be changed with the approval of the Fund’s Board of Directors/Trustees, but without shareholder approval.
The Meeting will be a Special Meeting.

Meeting for each Fund.
You are entitled to vote at the Meeting, and at any adjournments thereof, of each Fund in which you owned shares at the close of business on April 11, 2003.September 12, 2014. If you attend athe Meeting, you may vote your shares in person. IF YOU DO NOT
EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN EACH
ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE OR VOTE BY INTERNET OR
TELEPHONE.

If you do not expect to attend the Meeting, please complete, date, sign and return each enclosed proxy card in the enclosed postage paid envelope or vote by internet or telephone.
By order of the Boards,
/s/ Jonathan D. Shain                          /s/ Maria Master

Jonathan D. Shain                              Maria Master
SECRETARY                                      SECRETARY
Cash Accumulation Trust                        Prudential Global Total Return Fund, Inc.
Prudential Core Investment Fund
Prudential Institutional Liquidity Portfolio,
Inc.
Special Money Market Fund, Inc.
Deborah A. Docs
Secretary
Dated: April 29, 2003.October 1, 2014
ONE OR MORE PROXY CARDS FOR YOUR FUNDFUND(S) ARE ENCLOSED ALONG WITH THE PROXY STATEMENT. PLEASE VOTE YOUR SHARES TODAY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARDS IN THE POSTAGE PREPAID ENVELOPE PROVIDED. YOU CAN ALSO VOTE YOUR SHARES THROUGH THE INTERNET OR BY TELEPHONE USING THE 12-DIGIT "CONTROL"“CONTROL” NUMBER THAT APPEARS ON THE ENCLOSED PROXY CARDS AND FOLLOWING THE SIMPLE INSTRUCTIONS.
THE BOARD OF YOUREACH FUND RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES AND "FOR"“FOR” EACH PROPOSAL.

                            CASH ACCUMULATION TRUST
                               LIQUID ASSETS FUND
                           NATIONAL MONEY MARKET FUND
                        PRUDENTIAL CORE INVESTMENT FUND
                          TAXABLE MONEY MARKET SERIES
               PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.
                   PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.
                        SPECIAL MONEY MARKET FUND, INC.


                              GATEWAY CENTER THREE
The Prudential Investment Portfolios, Inc.
Prudential Investment Portfolios, Inc. 17
Prudential Investment Portfolios 2
Prudential Investment Portfolios 18
Prudential Investment Portfolios 3
Prudential MoneyMart Assets, Inc.
Prudential Investment Portfolios 4
Prudential National Muni Fund, Inc.
Prudential Investment Portfolios 5
Prudential Jennison Blend Fund, Inc.
Prudential Investment Portfolios 6
Prudential Jennison Mid-Cap Growth Fund, Inc.
Prudential Investment Portfolios 7
Prudential Jennison Small Company Fund, Inc.
Prudential Investment Portfolios 8
Prudential World Fund, Inc.
Prudential Investment Portfolios 9
Prudential Jennison Natural Resources Fund, Inc.
Prudential Investment Portfolios, Inc. 10
Prudential Global Total Return Fund, Inc.
Prudential Investment Portfolios 12
Prudential Sector Funds, Inc.
Prudential Investment Portfolios, Inc. 14
Prudential Short-Term Corporate Bond Fund, Inc.
Prudential Investment Portfolios, Inc. 15
The Target Portfolio Trust
Prudential Investment Portfolios 16
Gateway Center Three 100 MULBERRY STREET
                            NEWARK, NEW JERSEYMulberry Street Newark, New Jersey 07102

                            ------------------------

                                
PROXY STATEMENT JOINT SPECIAL AND ANNUAL MEETINGSDATED OCTOBER 1, 2014 Joint Special Meetings of Shareholders to Be Held on November 26, 2014
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF SHAREHOLDERS
                           TO BE HELD ON JULY 2, 2003

                            ------------------------


    PROXY STATEMENT
The proxy statement is available atwww.prudentialfunds.com/fundchanges
This proxy statement is being furnished to holders of shares of eachall of the above-listed investment companies (each, a Company) and their series (Funds)(each, a Fund) in connection with the solicitation by their respective Boards of proxies to be used at joint special meetings (Meetings)(the Meeting) of shareholders to be held at Gateway Center Three, 100 Mulberry Street, 14th4th Floor, Newark, New Jersey 07102 on July 2, 2003,November 26, 2014 at 1110:00 a.m., Eastern Daylight Time, or at any adjournment or adjournments thereof. For each of Special Money Market Fund, Inc., Prudential Tax-Free Money
Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc., and Prudential
Global Total Return Fund, Inc., the Meeting will be an annual meeting. For Cash
Accumulation Trust, and Prudential Core Investment Fund, theThe Meeting will be a special meeting.Special Meeting for each Company. This proxy statement is being first mailed to shareholders on or about April 29, 2003.



    October 1, 2014, and is also available atwww.prudentialfunds.com/fundchanges.
Each FundCompany is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). Each of Special Money
Market Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc., and
Prudential Global Total Return Fund, Inc.,The table below indicates, for each Company, whether the Company is organized as a Maryland corporation. Cash Accumulation Trust is organized as acorporation, Delaware statutory trust, or Massachusetts business trust. Prudential Core Investment Fund is organized as a Delaware statutory
trust. The shares
Company
State
The Prudential Investment Portfolios, Inc.
Maryland
Prudential Investment Portfolios 2
Delaware
Prudential Investment Portfolios 3
Delaware
1
Company
State
Prudential Investment Portfolios 4
Massachusetts
Prudential Investment Portfolios 5
Delaware
Prudential Investment Portfolios 6
Massachusetts
Prudential Investment Portfolios 7
Massachusetts
Prudential Investment Portfolios 8
Delaware
Prudential Investment Portfolios 9
Delaware
Prudential Investment Portfolios, Inc. 10
Maryland
Prudential Investment Portfolios 12
Delaware
Prudential Investment Portfolios, Inc. 14
Maryland
Prudential Investment Portfolios, Inc. 15
Maryland
Prudential Investment Portfolios 16
Delaware
Prudential Investment Portfolios, Inc. 17
Maryland
Prudential Investment Portfolios 18
Delaware
Prudential MoneyMart Assets, Inc.
Maryland
Prudential National Muni Fund, Inc.
Maryland
Prudential Jennison Blend Fund, Inc.
Maryland
Prudential Jennison Mid-Cap Growth Fund, Inc.
Maryland
Prudential Jennison Small Company Fund, Inc.
Maryland
Prudential World Fund, Inc.
Maryland
Prudential Jennison Natural Resources Fund, Inc.
Maryland
Prudential Global Total Return Fund, Inc.
Maryland
Prudential Sector Funds, Inc.
Maryland
Prudential Short-Term Corporate Bond Fund, Inc.
Maryland
The Target Portfolio Trust
Delaware
Shares of common stock of each of Special Money Market Fund, Inc.,
Prudential Institutional Liquidity Portfolio, Inc., and Prudential Global Total
Return Fund, Inc. and the Maryland corporations, as well as shares of beneficial interest of Cash Accumulation
Trust,the Delaware statutory trusts and Prudential Core Investment Fundthe Massachusetts business trusts, are referred to as "Shares,"“Shares,” the holders of the Shares are "Shareholders,"referred to as “Shareholders,” each Fund'sCompany’s board of directors or trustees is referred to as a "Board"“Board” and the directors or trustees are "Board
Members" or "Directors" or "Trustees," as the case may be (collectively referred to as Directors). “Board Members” or may be collectively referred to as “Directors” or “Trustees.”
2
A listing of the formal namenames for each Company and/or Fund and the abbreviated name for each Company and Fund that is used in this proxy statement isare set forth below.

                                                                     ABBREVIATED
FUND NAME                                                               NAME
- ---------                                                     -------------------------

Cash Accumulation Trust.....................................  CAT
    Liquid Assets Fund......................................
    National Money Market Fund..............................
Special Money Market
Company and Fund Inc..............................  Special MoneyName
Abbreviated Name
The Prudential Institutional Liquidity Portfolio, Inc...........  PILP
Investment Portfolios, Inc.
Prudential CoreAsset Allocation Fund
Prudential Jennison Equity Opportunity Fund
Prudential Jennison Growth Fund
Prudential Conservative Allocation Fund
Prudential Moderate Allocation Fund
Prudential Growth Allocation Fund
PIP
PIP Asset Allocation
PIP Equity Opportunity
PIP Growth
PIP Conservative Allocation
PIP Moderate Allocation
PIP Growth Allocation
Prudential Investment Fund.............................Portfolios 2
Prudential Core Taxable Money Market Series.............................
Fund
Prudential Core Short-Term Bond Fund
PIP 2
PIP 2 Taxable Money Market
PIP 2 Short-Term Bond
Prudential Investment Portfolios 3
Prudential Strategic Value Fund
Prudential Jennison Select Growth Fund
Prudential Real Assets Fund
Prudential Jennison Market Neutral Fund
PIP 3
PIP 3 Strategic Value
PIP 3 Select Growth
PIP 3 Real Assets
PIP 3 Market Neutral
Prudential Investment Portfolios 4
Prudential Muni High Income Fund
PIP 4
PIP 4 Muni High Income
Prudential Investment Portfolios 5
Prudential Jennison Conservative Growth Fund
Prudential Small-Cap Value Fund
Prudential Jennison Rising Dividend Fund
PIP 5
PIP 5 Conservative Growth
PIP 5 Small-Cap Value
PIP 5 Rising Dividend
Prudential Investment Portfolios 6
Prudential California Muni Income Fund
PIP 6
PIP 6 Cal Muni
Prudential Investment Portfolios 7
Prudential Jennison Value Fund
PIP 7
PIP 7 Value
Prudential Investment Portfolios 8
Prudential Stock Index Fund
PIP 8
PIP 8 Stock Index
Prudential Investment Portfolios 9
Prudential Large-Cap Core Equity Fund
Prudential International Real Estate Fund
Prudential Absolute Return Bond Fund
Prudential Select Real Estate Fund
PIP 9
PIP 9 Large-Cap Core
PIP 9 International Real Estate
PIP 9 Absolute Return Bond
PIP 9 Select Real Estate
Prudential Investment Portfolios, Inc. 10
Prudential Mid-Cap Value Fund
Prudential Jennison Equity Income Fund
PIP 10
PIP 10 Mid-Cap Value
PIP 10 Equity Income
3
Company and Fund Name
Abbreviated Name
Prudential Investment Portfolios 12
Prudential Global Real Estate Fund
Prudential US Real Estate Fund
Prudential Long-Short Equity Income Fund
Prudential Short Duration Muni High Income Fund
PIP 12
PIP 12 Global Real Estate
PIP 12 US Real Estate
PIP 12 Long-Short
PIP 12 Short Duration Muni
Prudential Investment Portfolios, Inc. 14
Prudential Government Income Fund
Prudential Floating Rate Income Fund
PIP 14
PIP 14 Government Income
PIP 14 Floating Rate Income
Prudential Investment Portfolios, Inc. 15
Prudential High Yield Fund
Prudential Short Duration High Yield Income Fund
PIP 15
PIP 15 High Yield
PIP 15 Short Duration High Yield
Prudential Investment Portfolios 16
Prudential Defensive Equity Fund
Prudential Income Builder Fund
PIP 16
PIP 16 Defensive Equity
PIP 16 Income Builder
Prudential Investment Portfolios, Inc. 17
Prudential Total Return Bond Fund
Prudential Short Duration Multi-Sector Bond Fund
PIP 17
PIP 17 Total Return Bond
PIP17 Short Duration Multi-Sector
Prudential Investment Portfolios 18
Prudential Jennison 20/20 Focus Fund
Prudential Jennison MLP Fund
PIP 18
PIP 18 20/20 Focus
PIP 18 MLP
Prudential MoneyMart Assets, Inc.
MoneyMart
Prudential National Muni Fund, Inc.
National Muni
Prudential Jennison Blend Fund, Inc.
Blend
Prudential Jennison Mid-Cap Growth Fund, Inc.
Mid-Cap Growth
Prudential Jennison Small Company Fund, Inc.
Small Company
Prudential World Fund, Inc.
Prudential International Equity Fund
Prudential International Value Fund
Prudential Emerging Markets Debt Local Currency Fund
Prudential Jennison Global Opportunities Fund
Prudential Jennison International Opportunities Fund
Prudential Jennison Global Infrastructure Fund
World
World International Equity
World International Value
World Emerging Markets Debt
World Global Opportunities
World International Opportunities
World Global Infrastructure
Prudential Jennison Natural Resources Fund, Inc.
Natural Resources
Prudential Global Total Return Fund, Inc....................  Inc.
Global Total Return
4
Company and Fund Name
Abbreviated Name
Prudential Sector Funds, Inc.
Prudential Financial Services Fund
Prudential Jennison Health Sciences Fund
Prudential Jennison Utility Fund
Sector
Sector Financial Services
Sector Health Sciences
Sector Utility
Prudential Short-Term Corporate Bond Fund, Inc.
Short-Term Corporate Bond
The Target Portfolio Trust
Small Capitalization Value Portfolio
Small Capitalization Growth Portfolio
Large Capitalization Value Portfolio
Large Capitalization Growth Portfolio
International Equity Portfolio
Mortgage-Backed Securities Portfolio
Intermediate-Term Bond Portfolio
Total Return Bond Portfolio
Target
Target Small Cap Value
Target Small Cap Growth
Target Large Cap Value
Target Large Cap Growth
Target International Equity
Target Mortgage-Backed Target Intermediate-Term Bond
Target Total Return Bond
Each Company has a Board that, in addition to overseeing the actions of each Fund’s Manager and Subadviser(s), decides upon matters of general policy.
Prudential Investments LLC (PI or the Manager), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, serves as the Funds'Funds’ Manager under a management agreement with each Company on behalf of each Fund. Shares of each Fund (each, aare distributed by Prudential Investment Management Agreement). Services LLC (PIMS), located at 100 Mulberry Street, Newark, New Jersey 07102.
Investment advisorysubadvisory services have beenare provided to certain of the Funds by PI through its affiliate,three affiliates: Jennison Associates LLC (Jennison), Prudential Investment Management, Inc. (PIM or Subadviser)(PIM), and Quantitative Management Associates LLC (QMA). Jennison is located at 466 Lexington Avenue, New York, New York 10017. PIM and QMA are each located at Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102. PIM servesIn addition, certain of the Funds receive investment subadvisory services from various unaffiliated subadvisers.
Set forth below are the Subadvisers for each Fund as subadviserof the date of this proxy statement:
Funds Receiving Subadvisory Services from Jennison:
PIP Equity Opportunity
PIP 16 Income Builder**
PIP 18 MLP
World International Opportunities
PIP Growth
PIP 5 Rising Dividend
Blend
World Global Infrastructure
PIP 3 Select Growth
PIP 7 Value
Mid-Cap Growth
Natural Resources
PIP 3 Market Neutral
PIP 10 Equity Income
Small Company
Sector Health Sciences
PIP 5 Conservative Growth
PIP 18 20/20 Focus
World Global Opportunities
Sector Utility
5
Funds Receiving Subadvisory Services from PIM:
PIP Asset Allocation
PIP 6 Cal Muni
PIP 12 Short Duration Muni
PIP 16 Income Builder**
PIP 2 Taxable Money Market
PIP 9 International Real Estate*
PIP 14 Government Income
PIP 17 Total Return Bond
PIP 2 Short-Term Bond
PIP 9 Absolute Return Bond
PIP 14 Floating Rate Income
PIP 17 Short Duration Multi-Sector
PIP 3 Real Assets
PIP 12 Global Real Estate*
PIP 15 High Yield
MoneyMart
PIP 4 Muni High Income
PIP 12 US Real Estate*
PIP 15 Short Duration High Yield
National Muni
World Emerging Markets Debt
Global Total Return
Short-Term Corporate Bond
PIP 9 Select Real Estate*
*
Subadvisory services are provided by Prudential Real Estate Investors (PREI), which is a business unit of PIM.
**
Subadvisory services are provided by Jennison, PIM and by PREI.
Funds Receiving Subadvisory Services from QMA:
PIP Asset Allocation
PIP 3 Real Assets
PIP 12 Long-Short
PIP Conservative Allocation
PIP 5 Small-Cap Value
PIP 16 Defensive Equity
PIP Moderate Allocation
PIP 8 Stock Index
PIP 16 Income Builder
PIP Growth Allocation
PIP 9 Large-Cap Core
World International Equity
PIP 3 Strategic Value
PIP 10 Mid-Cap Value
Funds Receiving Subadvisory Services from Unaffiliated Subadvisers:
Fund
Subadviser
Address
World International Value
LSV Asset Management
155 North Wacker Drive,
46th Floor,
Chicago, Illinois 60606
Thornburg Investment Management, Inc.
2300 North Ridgetop Road, Santa Fe, New Mexico 87506
Sector Financial Services
Wellington Management Company, LLP
280 Congress Street,
Boston, Massachusetts 02210
PIP 3 Real Assets
CoreCommodity Management, LLC
680 Washington Boulevard,
11th Floor,
Stamford, Connecticut 06902
Target Small Cap Value
EARNEST Partners, LLC
1180 Peachtree Street, NE,
Suite 2300,
Atlanta, Georgia 30309
NFJ Investment Group, LLC
2100 Ross Avenue,
Suite 700,
Dallas, Texas 75201
6
Fund
Subadviser
Address
Lee Munder Capital Group, LLC
200 Clarendon Street,
Boston, Massachusetts 02116
J.P. Morgan Investment Management, Inc.
270 Park Avenue,
New York, New York 10017
Vaughan Nelson Investment Management, L.P.
600 Travis Street,
Suite 6300,
Houston, Texas 77002
Sterling Capital Management LLC
4064 Colony Road,
Suite 300,
Charlotte, North Carolina 28211
Target Small Cap Growth
Eagle Asset Management, Inc.
880 Carillon Parkway,
St. Petersburg, Florida 33716
Emerald Mutual Fund Advisers Trust
3175 Oregon Pike,
Leola, Pennsylvania 17540
Target Large Cap Value
Hotchkis and Wiley Capital Management, LLC
725 South Figueroa Street,
39th Floor,
Los Angeles, California 90017
NFJ Investment Group, LLC
2100 Ross Avenue, Suite 700, Dallas, Texas 75201
Epoch Investment Partners, Inc.
399 Park Avenue,
New York, New York 10022
Target Large Cap Growth
Massachusetts Financial Services Company
111 Huntington Avenue, Boston, Massachusetts 02199
Brown Advisory, LLC
901 South Bond Street,
Suite 400,
Baltimore, Maryland 21231
Target International Equity
LSV Asset Management
155 North Wacker Drive,
46th Floor,
Chicago, Illinois 60606
Thornburg Investment Management, Inc.
2300 North Ridgetop Road, Santa Fe, New Mexico 87506
Target Mortgage-Backed
Wellington Management Company, LLP
280 Congress Street,
Boston, Massachusetts 02210
Target Total Return Bond
Pacific Investment Management Company LLC
840 Newport Center Drive, Newport Beach, California 92660
Target Intermediate-Term Bond
Pacific Investment Management Company LLC
840 Newport Center Drive, Newport Beach, California 92660
7
PROPOSAL No. 1 TO ELECT BOARD MEMBERS
THIS PROPOSAL APPLIES TO ALL FUNDS
The Board of each Company has nominated the twelve individuals identified below for election to each Company’s Board. Pertinent information about each nominee is set forth below. Each of the nominees has consented to being named in this proxy statement, and has indicated a willingness to serve if elected. All of the nominees currently serve as a Board Member for each of the Funds.

    PIMCompanies in the Prudential retail mutual fund complex, with the exception of Ms. Torres, who does not currently serve as a Board Member, and Mr. Parker.1
Section 16 of the 1940 Act effectively requires that at least 2/3 of the members of a mutual fund’s board be elected by shareholders immediately after the board’s appointment of a new director. In addition, there must be a majority of shareholder-elected Board Members on the Board. The last time that shareholders of most Companies elected Board Members was in 2010. Since that time, as a result of retirements and subsequent appointments of new Board Members, each Company is near or at its statutory limitations under the 1940 Act and can no longer appoint additional Board Members without a wholly-owned indirect subsidiaryshareholder vote.
To ensure the continuity and uninterrupted functioning of the Board of each Company in compliance with the 1940 Act, and to allow each Board to appoint new members in the future as circumstances and conditions may warrant, each Company’s current Board Members believe that it is prudent and appropriate for shareholders to elect each nominee for each Company covered by this proxy statement. By electing the nominees, the Board Members of each Company will have the flexibility necessary to appoint new members in the future in compliance with the requirements of the 1940 Act.
If elected, all nominees will hold office until the earlier to occur of: (a) the next meeting of shareholders of the Company at which Board Members are elected and until their successors are elected and qualified; or (b) until their terms expire in accordance with each Company’s retirement policy; or (c) until they resign or are removed as permitted by law. Each Company’s retirement policy generally calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75.
Depending on the Company, any Board Member may be removed by the holders of not less than a majority of the Company’s outstanding Shares entitled to vote on the election of Board Members, or by the holders of not less than two-thirds of the Company’s outstanding Shares entitled to vote on the election of Board Members. In the event of a vacancy on the Board, the remaining Board Members intend to fill such vacancy by appointing another Board Member, so long as immediately after such appointment, at least two-thirds of the Board Members have been elected by shareholders.
Board Members who are not “interested persons” of a Company (as defined in the 1940 Act) are referred to as Independent Board Members. Board Members who are interested persons of a Company are referred to as Interested Board Members.
1
Stuart Parker currently serves as a Board Member for all of the funds in the Prudential retail mutual fund complex with the exception of MoneyMart and the Prudential Variable Contract Account-2.
8
The Board of each Company is currently composed of two Interested Board Members and eleven Independent Board Members.2 The Chair of the Board is Richard Redeker, who is an Independent Board Member. Two current Independent Board Members, Robin B. Smith and Douglas H. McCorkindale, have announced their intention to retire at the end of 2014 in accordance with the Companies’ retirement policy, and therefore have not been nominated for election. If all of the individuals nominated for election are elected by shareholders, the Board of each Company will be comprised of nine Independent Board Members and three Interested Board Members.
It is expected that the Board Members will meet at least four times a year at regularly scheduled meetings. The number of Board and Board committee meetings held during each Company’s most recent fiscal year is set forth in Exhibit E.
None of the nominees is related to another. None of the Independent Board Members of each Company nor persons nominated to become Independent Board Members owns shares of Prudential Financial, Inc. or its affiliates.
The name, age, current Board position, business experience and address of each Independent Board Member nominee and each Interested Board Member nominee (each a Nominee), as well as information regarding their service on the boards of other mutual funds in the Prudential mutual fund complex, is as follows:
PROPOSED INDEPENDENT BOARD MEMBER NOMINEES
Ellen S. Alberding* (56) | Director/Trustee | Since 2013
Principal Occupation(s) During Past 5 Years: President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (since 2011); Trustee, Skills for America’s Future (national initiative to connect employers to community colleges) (since 2011); Trustee, National Park Foundation (charitable foundation for national park system) (since 2009); Trustee, Economic Club of Chicago (since 2009).
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: None.
Kevin J. Bannon* (62) | Director/Trustee | Since 2008
Principal Occupation(s) During Past 5 Years: Managing Director (since April 2008) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds.
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: Director of Urstadt Biddle Properties (since September 2008).
Linda W. Bynoe* (62) | Director/Trustee | Since 2005
Principal Occupation(s) During Past 5 Years: President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).
2
The Board of MoneyMart is currently composed of one Interested Board Member and eleven Independent Board Members.
9
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: Director of Simon Property Group, Inc. (retail real estate) (May 2003-May 2012); Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).
Keith F. Hartstein* (57) | Director/Trustee | Since 2013
Principal Occupation(s) During Past 5 Years: Retired; Formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008).
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: None.
Michael S. Hyland* (68) | Director/Trustee | Since 2008
Principal Occupation(s) During Past 5 Years: Retired (since February 2005); Formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: None
Stephen P. Munn* (72) | Director/Trustee | Since 2008
Principal Occupation(s) During Past 5 Years: Lead Director (since 2007) and formerly Chairman (1993-2007) of Carlisle Companies Incorporated (manufacturer of industrial products).
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: None.
James E. Quinn* (62) | Director/Trustee | Since 2013
Principal Occupation(s) During Past 5 Years: Retired; Formerly President(2003-2012) and Director (2003-2008), and Vice Chairman and Director (1998-2003), Tiffany & Company (jewelry retailing); Director, Mutual of America Capital Management Corporation (asset management) (since 1996); Director, Hofstra University (since 2008); Vice Chairman, Museum of the City of New York (since 1994).
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: Director of Deckers Outdoor Corporation (footwear manufacturer) (since 2011).
Richard A. Redeker* (71) | Director/Trustee & Independent Chair | Independent Chair Since 2011 |See Note 1
Principal Occupation(s) During Past 5 Years: Retired Mutual Fund Senior Executive (44 years); Management Consultant; Director, Mutual Fund Directors
10
Forum (since 2014); Independent Directors Council (organization of 2,800 Independent Mutual Fund Directors)-Executive Committee, Chair of Policy Steering Committee, Governing Council.
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: None.
Stephen G. Stoneburn* (71) | Director/Trustee | See Note 2
Principal Occupation(s) During Past 5 Years: Chairman, (since July 2011), President and Chief Executive Officer (since June 1996) of Quadrant Media Corp. (publishing company); formerly President (June 1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice President and Managing Director (January 1993-1995) of Cowles Business Media; Senior Vice President of Fairchild Publications, Inc.(1975-1989).
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: None.
PROPOSED INTERESTED BOARD MEMBER NOMINEES
Stuart S. Parker* (51) | Director/Trustee & President | Since 2012 | See Note 3
Principal Occupation(s) During Past 5 Years: President of Prudential Investments LLC (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (PIMS(since December 2012); Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of Prudential Investments LLC (June 2005-December 2011).
Number of Portfolios in Fund Complex† Overseen by Nominee: 65
Other Directorships Held by Nominee**: None.
Scott E. Benjamin* (41) | Director/Trustee & Vice President | Since 2009 | See Note 3
Principal Occupation(s) During Past 5 Years: Executive Vice President (since June 2009) of Prudential Investments LLC; Executive Vice President (June 2009-June 2012) and Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, Prudential Investments (since February 2006); Vice President of Product Development and Product Management, Prudential Investments (2003-2006).
Number of Portfolios in Fund Complex† Overseen by Nominee: 71
Other Directorships Held by Nominee**: None.
Grace C. Torres* (55) | See Note 3
Principal Occupation(s) During Past 5 Years: Retired; Formerly Treasurer and Principal Financial and Accounting Officer of the Prudential Investments Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of Prudential Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc.
11
Number of Portfolios in Fund Complex† Overseen by Nominee: None.
Other Directorships Held by Nominee**: None.
*
The address of each Nominee is c/o Prudential Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102.
**
Includes only directorships of companies required to register or file reports with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934 (that is, “public companies”) or other investment companies registered under the 1940 Act.
†
The Fund Complex consists of all investment companies managed by PI. The Funds for which PI serves as manager include the Prudential Investments Mutual Funds, Target Mutual Funds, The Prudential Variable Contract Accounts 2, 10 and 11, Prudential Short Duration High Yield Fund, Inc., Prudential Global Short Duration High Yield Fund, Inc., The Prudential Series Fund, Advanced Series Trust, and Prudential’s Gibraltar Fund, Inc.
Note 1: Mr. Redeker has served as a Director/Trustee of the Funds since 2003, with the following exceptions: PIP 6 since 1993; Global Total since 1993; PIP 14 since 1993; PIP 15 since 1995; PIP 8 since 1996; PIP 4 since 1993; National Muni since 1995; Short-Term Corporate Bond since 1993; PIP 9 since 1998; PIP 17 since 1994; PIP since 1995; PIP 18 since 1998; Natural Resources since 2000; Sector since 1993; Small Company since 1996.
Note 2: Mr. Stoneburn has served as a Director/Trustee of the Funds since 2003, with the following exceptions: PIP 2 since 1999; PIP 12 since 2001; World since 1996; PIP 3 since 2000; PIP 5 since 1999; PIP 16 since 1999; Target since 1999.
Note 3: Messrs. Parker and Benjamin are Interested Board Members by virtue of their positions with PI. Prior to her retirement in 2014, Ms. Torres was employed by PI. Due to her prior employment, she is considered to be an “interested person” under the 1940 Act. If elected, Ms. Torres will be a non-management Interested Board Member.
12
The following tables set forth the dollar range of Fund securities held by each Nominee as of December 31, 2013. The tables also include the aggregate dollar range of securities held by each Nominee in all funds in the Fund Complex overseen by that Nominee as of December 31, 2013. The Nominating and Governance Committee encourages each Board Member to maintain investments in one or more Funds that are equal to the aggregate fees for one year that he or she receives for Board-related service to the Funds. Under ordinary circumstances, new Independent Board Members have two years to comply with this policy.
SHARE OWNERSHIP TABLE
INDEPENDENT BOARD MEMBER NOMINEES
Nominee
Fund
Dollar Range of
Securities in each
Fund
Aggregate Dollar
Range of Securities
in all Registered
Investment
Companies in Fund
Complex Overseen
by Nominee
Ellen S. Alberding
PIP Growth
Over $100,000
Over $100,000
PIP 8 Stock Index
Over $100,000
PIP 10 Mid-Cap Value
Over $100,000
Kevin J. Bannon
Natural Resources
$10,001-$50,000
Over $100,000
Mid-Cap Growth
Over $100,000
Target Intermediate-Term Bond
$50,001-$100,000
Target Mortgage-Backed
$50,001-$100,000
Sector Health Sciences
Over $100,000
World International Value
$50,001-$100,000
World Emerging Markets Debt
Over $100,000
Small Company
$50,001-$100,000
PIP 3 Market Neutral
$10,001-$50,000
PIP 14 Floating Rate Income
Over $100,000
Linda W. Bynoe
Target Total Return Bond
Over $100,000
Over $100,000
Keith F. Hartstein *
PIP Growth
Over $100,000
Over $100,000
PIP 4 Muni High Income
Over $100,000
PIP 8 Stock Index
$10,001-$50,000
Total Return Bond
$10,001-$50,000
Target International Equity
$10,001-$50,000
Michael S. Hyland
Target Intermediate-Term Bond
Over $100,000
Over $100,000
Target Small Cap Value
$10,001-$50,000
Natural Resources
$10,001-$50,000
Mid-Cap Growth
$10,001-$50,000
Sector Health Sciences
$10,001-$50,000
Stephen P. Munn
PIP 18 20/20 Focus
Over $100,000
Over $100,000
Natural Resources
$50,001-$100,000
Mid-Cap Growth
$10,001-$50,000
PIP 5 Small-Cap Value
$10,001-$50,000
13
Nominee
Fund
Dollar Range of
Securities in each
Fund
Aggregate Dollar
Range of Securities
in all Registered
Investment
Companies in Fund
Complex Overseen
by Nominee
James E. Quinn
PIP Equity Opportunity
Over $100,000
Over $100,000
Richard A. Redeker
PIP Growth
$50,001-$100,000
Over $100,000
Sector Health Sciences
Over $100,000
Short-Term Corporate Bond
Over $100,000
Total Return Bond
Over $100,000
PIP 3 Market Neutral
$50,001-$100,000
PIP 10 Equity Income
Over $100,000
Stephen G. Stoneburn
Natural Resources
Over $100,000
Over $100,000
World Global Opportunities
Over $100,000
World International Value
Over $100,000
Short-Term Corporate Bond
Over $100,000
Small Company
Over $100,000
PIP 15 High Yield
Over $100,000
PIP Conservative Allocation
Over $100,000
Mid-Cap Growth
Over $100,000
PIP 14 Government Income
Over $100,000
MoneyMart
Over $100,000
PIP 8 Stock Index
Over $100,000
*
As of December 31, 2013, Mr. Hartstein also owned shares in the following closed-end funds, which are part of the Fund Complex: Prudential Global Short Duration High Yield Fund, Inc.: $1-$10,000; Prudential Short Duration High Yield Fund, Inc.: $1-$10,000.
14
SHARE OWNERSHIP TABLE INTERESTED BOARD MEMBER NOMINEES
Nominee
Fund
Dollar Range of
Securities in each
Fund
Aggregate Dollar
Range of Securities
in all Registered
Investment
Companies in Fund
Complex Overseen
by Nominee
Stuart S. Parker
PIP Growth Allocation
Over $100,000
Over $100,000
PIP 10 Equity Income
$10,001-$50,000
Short-Term Corporate Bond
$10,001-$50,000
Sector Health Sciences
Over $100,000
Natural Resources
$10,001-$50,000
PIP 18 20/20 Focus
Over $100,000
PIP Equity Opportunity
$50,001-$100,000
PIP 7 Value
$50,001-$100,000
Scott E. Benjamin
Natural Resources
$50,001-$100,000
Over $100,000
PIP Growth Allocation
$50,001-$100,000
PIP Growth
Over $100,000
Mid-Cap Growth
$50,001-$100,000
PIP 3 Market Neutral
$10,001-$50,000
PIP 3 Real Assets
$10,001-$50,000
Global Total Return
$10,001-$50,000
Short-Term Corporate Bond
$10,001-$50,000
PIP 4 Muni High Income
$10,001-$50,000
PIP 9 Absolute Return Bond
$10,001-$50,000
PIP 12 Global Real Estate
$10,001-$50,000
PIP 14 Floating Rate Income
$10,001-$50,000
Sector Health Sciences
$10,001-$50,000
PIP 18 20/20 Focus
$10,001-$50,000
PIP 10 Equity Income
$10,001-$50,000
PIP 10 Mid-Cap Value
$1-$10,000
PIP 15 High Yield
$1-$10,000
Small Company
$50,001-$100,000
PIP 5 Small-Cap Value
$1-$10,000
Grace C. Torres *
None
*
Proposed for election at the Meeting as a non-management Interested Board Member.
None of the Independent Board Member Nominees, or any member of his/her immediate family, owned beneficially or of record any securities in an investment adviser or principal underwriter of a Fund or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of a Fund as of December 31, 2013.
Information concerning Company officers is set forth in Exhibit C.
15
BOARD MEMBER COMPENSATION
Currently, each Independent Board Member receives an annual retainer of $190,000 from all Companies in the aggregate. The Independent Board Member who serves as the Chair of each Company’s Board receives an additional annual aggregate fee of $75,000. In addition, Independent Board Members who are members of a Company’s Audit Committee receive an annual aggregate fee of $14,000 for their service on the Committee, except that the Chair of the Audit Committee receives an annual aggregate fee of $25,000. Independent Board Members who are members of the Nominating and Governance Committee receive an aggregate annual fee of $14,000 for their service on the Committee, except that the Chair of the Nominating and Governance Committee receives an annual aggregate fee of $25,000. Members of the Audit Committee and the Nominating and Governance Committee also receive meeting fees of $1,000 for their attendance at each committee meeting. Independent Board Members who are the Chair of an Investment Committee annually receive an additional $2,000. Independent Board Members receive reimbursement for any expenses incurred in attending meetings and for other incidental expenses. Board fees are reviewed periodically by each Company’s Board.
Interested Board Members currently do not receive any compensation from the Companies or the Distributor)Fund Complex, and do not receive any pension or retirement benefits for their service as Board Members. If elected as a non-management Interested Board Member, Ms. Torres will receive the same annual retainer as is currently received by Independent Board Members.
Set forth below is information describing the aggregate compensation paid by each Company for each Company’s most recently completed fiscal year and by the Fund Complex for the calendar year ended December 31, 2013 to each of the Independent Board Member Nominees for his/her services. Aggregate compensation numbers shown are for the calendar year ended December 31, 2013, the last full calendar year for which aggregate compensation numbers are available.
COMPENSATION PAID TO
INDEPENDENT BOARD MEMBER NOMINEES
Nominee
Company
Fiscal Year
Compensation
Paid by
Company
Calendar Year
Aggregate
Compensation Paid
by Company &
Fund Complex (1)
Ellen S. Alberding
PIP
$1,100
$67,834 (32/67)(2)
PIP 2
$1,000
PIP 3
$2,873
PIP 4
$1,637
PIP 5
None
PIP 6
None
PIP 7
None
PIP 8
$220
PIP 9
$1,130
PIP 10
$1,640
PIP 12
$4,350
PIP 14
$1,863
16
Nominee
Company
Fiscal Year
Compensation
Paid by
Company
Calendar Year
Aggregate
Compensation Paid
by Company &
Fund Complex (1)
PIP 15
None
PIP 16
None
PIP 17
$1,247
PIP 18
$1,397
MoneyMart
None
National Muni
$147
Blend
None
Mid-Cap Growth
None
Small Company
$540
World
$947
Natural Resources
$1,450
Global Total Return
$286
Sector
$3,371
Short-Term Corporate Bond
$6,700
Target
$2,607
Kevin J. Bannon
PIP
$14,480
$210,000 (32/67)(2)
PIP 2
$2,400
PIP 3
$5,810
PIP 4
$2,630
PIP 5
$3,227
PIP 6
$1,737
PIP 7
$2,820
PIP 8
$2,870
PIP 9
$5,370
PIP 10
$9,743
PIP 12
$7,130
PIP 14
$3,863
PIP 15
$8,560
PIP 16
$3,240
PIP 17
$7,267
PIP 18
$5,133
MoneyMart
$2,787
National Muni
$3,067
Blend
$3,443
Mid-Cap Growth
$16,600
Small Company
$7,590
World
$5,817
Natural Resources
$10,840
Global Total Return
$1,847
Sector
$13,747
Short-Term Corporate Bond
$22,060
Target
$16,063
17
Nominee
Company
Fiscal Year
Compensation
Paid by
Company
Calendar Year
Aggregate
Compensation Paid
by Company &
Fund Complex (1)
Linda W. Bynoe
PIP
$14,340
$210,000 (32/67)(2)
PIP 2
$2,400
PIP 3
$5,840
PIP 4
$2,563
PIP 5
$3,210
PIP 6
$1,730
PIP 7
$2,800
PIP 8
$2,860
PIP 9
$5,373
PIP 10
$9,653
PIP 12
$7,160
PIP 14
$3,850
PIP 15
$8,477
PIP 16
$3,213
PIP 17
$7,213
PIP 18
$5,113
MoneyMart
$2,773
National Muni
$3,027
Blend
$3,403
Mid-Cap Growth
$16,347
Small Company
$7,500
World
$5,813
Natural Resources
$10,727
Global Total Return
$1,843
Sector
$13,710
Short-Term Corporate Bond
$22,100
Target
$15,950
Keith F. Hartstein
PIP
$1,100
$68,834 (32/67)(2)
PIP 2
$1,000
PIP 3
$2,883
PIP 4
$1,637
PIP 5
None
PIP 6
None
PIP 7
None
PIP 8
$220
PIP 9
$1,140
PIP 10
$1,663
PIP 12
$4,390
PIP 14
$1,873
PIP 15
None
PIP 16
None
PIP 17
$1,267
PIP 18
$1,417
MoneyMart
None
18
Nominee
Company
Fiscal Year
Compensation
Paid by
Company
Calendar Year
Aggregate
Compensation Paid
by Company &
Fund Complex (1)
National Muni
$147
Blend
None
Mid-Cap Growth
None
Small Company
$540
World
$950
Natural Resources
$1,473
Global Total Return
$290
Sector
$3,423
Short-Term Corporate Bond
$6,830
Target
$2,623
Michael S. Hyland
PIP
$14,720
$216,000 (32/67)(2)
PIP 2
$2,400
PIP 3
$5,880
PIP 4
$2,657
PIP 5
$3,243
PIP 6
$1,757
PIP 7
$2,883
PIP 8
$2,930
PIP 9
$5,467
PIP 10
$10,000
PIP 12
$7,440
PIP 14
$3,930
PIP 15
$8,763
PIP 16
$3,253
PIP 17
$7,503
PIP 18
$5,313
MoneyMart
$2,847
National Muni
$3,127
Blend
$3,493
Mid-Cap Growth
$17,110
Small Company
$7,800
World
$5,853
Natural Resources
$11,193
Global Total Return
$1,883
Sector
$14,187
Short-Term Corporate Bond
$22,970
Target
$16,277
Stephen P. Munn
PIP
$14,720
$214,000 (32/67)(2)
PIP 2
$2,400
PIP 3
$5,850
PIP 4
$2,677
PIP 5
$3,243
PIP 6
$1,757
19
Nominee
Company
Fiscal Year
Compensation
Paid by
Company
Calendar Year
Aggregate
Compensation Paid
by Company &
Fund Complex (1)
PIP 7
$2,883
PIP 8
$2,930
PIP 9
$5,450
PIP 10
$9,957
PIP 12
$7,360
PIP 14
$3,910
PIP 15
$8,763
PIP 16
$3,253
PIP 17
$7,463
PIP 18
$5,267
MoneyMart
$2,847
National Muni
$3,127
Blend
$3,493
Mid-Cap Growth
$17,110
Small Company
$7,800
World
$5,850
Natural Resources
$11,153
Global Total Return
$1,880
Sector
$14,073
Short-Term Corporate Bond
$22,630
Target
$16,250
James E. Quinn
PIP
$1,100
$68,834 (32/67)(2)
PIP 2
$1,000
PIP 3
$2,883
PIP 4
$1,633
PIP 5
None
PIP 6
None
PIP 7
None
PIP 8
$220
PIP 9
$1,140
PIP 10
$1,663
PIP 12
$4,360
PIP 14
$1,867
PIP 15
None
PIP 16
None
PIP 17
$1,267
PIP 18
$1,417
MoneyMart
None
National Muni
$147
Blend
None
Mid-Cap Growth
None
Small Company
$540
World
$950
Natural Resources
$1,473
20
Nominee
Company
Fiscal Year
Compensation
Paid by
Company
Calendar Year
Aggregate
Compensation Paid
by Company &
Fund Complex (1)
Global Total Return
$290
Sector
$3,423
Short-Term Corporate Bond
$6,830
Target
$2,623
Richard A. Redeker
PIP
$16,670
$250,000 (32/67)(2)
PIP 2
$2,400
PIP 3
$6,207
PIP 4
$3,087
PIP 5
$3,473
PIP 6
$1,897
PIP 7
$3,330
PIP 8
$3,380
PIP 9
$5,920
PIP 10
$12,003
PIP 12
$8,960
PIP 14
$4,320
PIP 15
$10,460
PIP 16
$3,497
PIP 17
$9,130
PIP 18
$6,413
MoneyMart
$3,287
National Muni
$3,650
Blend
$4,143
Mid-Cap Growth
$21,273
Small Company
$9,550
World
$6,127
Natural Resources
$13,813
Global Total Return
$2,050
Sector
$16,907
Short-Term Corporate Bond
$28,650
Target
$17,997
Target
$15,923
Stephen G. Stoneburn
PIP
$14,480
$212,000 (32/67)(2)
PIP 2
$2,400
PIP 3
$5,840
PIP 4
$2,590
PIP 5
$3,227
PIP 6
$1,737
PIP 7
$2,820
PIP 8
$2,870
PIP 9
$5,387
PIP 10
$9,787
PIP 12
$7,210
21
Nominee
Company
Fiscal Year
Compensation
Paid by
Company
Calendar Year
Aggregate
Compensation Paid
by Company &
Fund Complex (1)
PIP 14
$3,883
PIP 15
$8,560
PIP 16
$3,240
PIP 17
$7,303
PIP 18
$5,180
MoneyMart
$2,787
National Muni
$3,067
Blend
$3,443
Mid-Cap Growth
$16,600
Small Company
$7,590
World
$5,820
Natural Resources
$10,880
Global Total Return
$1,850
Sector
$13,860
Short-Term Corporate Bond
$22,390
Target
$16,090
(1)
Although this column shows the total amount paid to Independent Board Members from the PI-managed funds during the most recently completed calendar year, such compensation was deferred at the request of certain Board Members, in total, or in part, under each Fund’s deferred fee agreement. Under the Fund Complex’s deferred fee agreement, certain Board Members have elected to defer all or part of their total compensation. The total amount of deferred compensation accrued during the calendar year ended December 31, 2013, including investment results during the year on cumulative deferred fees, amounted to $(26,698), $1,068, and $409,269 for Ms. Bynoe, Mr. Hartstein, and Mr. Stoneburn, respectively.
(2)
Compensation relates to portfolios that were in existence for any period during 2013. Figures in parentheses indicate the number of funds/portfolios in Fund Complex (including the Funds) to which aggregate compensation relates The number of funds/portfolios represent those in existence as of December 31, 2013, and excludes funds that have merged or liquidated during 2013. Additionally, the number of funds/portfolios includes those which were approved as of December 31, 2013; however, certain of those funds/portfolios may have commenced operations after that date. No compensation is paid out from such funds/portfolios.
LEADERSHIP STRUCTURE AND QUALIFICATIONS OF NOMINEES
The Board is responsible for oversight of the Funds. The Funds have engaged the Manager to manage the Funds on a day-to-day basis. The Board oversees the Manager and certain other principal service providers in the operations of the Funds. The Board is currently composed of thirteen members, eleven of whom are Independent Board Members. If the Nominees are elected at the Meeting, the Board will be composed of twelve members, nine of whom will be Independent Board Members, and three of whom will be Interested Board Members, of whom one, Ms. Torres, will be a non-management Interested Board Member.
22
The Board meets in-person at regularly scheduled meetings four times throughout the year. In addition, the Board Members may meet in-person or by telephone at special meetings or on an informal basis at other times. The Board has established three standing committees—Audit, Nominating and Governance, and Investment—and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. The Independent Board Members have also engaged independent legal counsel to assist them in fulfilling their responsibilities.
The Board is chaired by an Independent Board Member. As Chair, this Independent Board Member leads the Board in its activities. Also, the Chair acts as a member or as an ex-officio member of each standing committee and any ad hoc committee of the Board. The Board Members have determined that the Board’s leadership and committee structure is appropriate because the Board believes it sets the proper tone to the relationships between the Funds, on the one hand, and the Manager, the subadviser(s) and certain other principal service providers, on the other, and facilitates the exercise of the Board’s independent judgment in evaluating and managing the relationships. In addition, the structure efficiently allocates responsibility among committees.
The Board has concluded that, based on each Board Member’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Board Members, each Board Member should serve as a Board Member. Among other attributes common to all Board Members are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the various service providers to the Funds, and to exercise reasonable business judgment in the performance of their duties as Board Members. In addition, the Board has taken into account the actual service and commitment of the Board Members during their tenure in concluding that each should continue to serve. A Board Member’s ability to perform his or her duties effectively may have been attained through a Board Member’s educational background or professional training; business, consulting, public service or academic positions; experience from service as a Board Member of the Funds, other funds in the Fund Complex, public companies, or non-profit entities or other organizations; or other experiences. Set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each Board Member that led the Board to conclude that he or she should serve as a Board Member.
Messrs. Redeker and Stoneburn have each served as a Board Member of mutual funds in the Fund Complex for more than 14 years, including as members and/or Chairs of various Board committees. In addition, Mr. Stoneburn has more than 30 years of experience as senior executive officers of operating companies and/or as directors of public companies. Mr. Redeker has more than 44 years of experience as a senior executive in the mutual fund industry. Ms. Bynoe has been a Board Member of the Funds since 2005, having served on the boards of other mutual fund complexes since 1993. She has worked in the financial services industry over 11 years, has approximately 20 years experience as a management consultant and serves as a Director of financial services and other complex global corporations. Mr. Munn joined the Board of the Funds in 2008. He previously served as a Board Member of funds managed by PI or its affiliates from 1991 until 2003. In addition, he is the lead director and was the Chairman of an operating business for 14 years. Messrs. Bannon and Hyland joined the Board of the Funds in 2008. Each has held senior executive positions in the financial services industry, including serving as senior executives of
23
asset management firms, for over 17 years. Ms. Alberding and Messrs. Hartstein and Quinn joined the Board of the Funds in 2013. Ms. Alberding has 30 years of experience in the non-profit sector, including over 20 years as the president of a charitable foundation, where she oversees multiple investment managers. Ms. Alberding also served as a Trustee of the Aon Funds from 2000 to 2003. Mr. Hartstein has worked in the asset management industry for almost 30 years and served as a senior executive in an asset management firm. Mr. Quinn has over 20 years of experience as a senior executive officer and a director of a public company. Mr. Parker, who has served as an Interested Board Member and President of the Funds since 2012, is President, Chief Operating Officer and Officer-in-Charge of PI and several of its affiliates that provide services to the Fund and has held senior positions in PI since 2005. Mr. Benjamin, an Interested Board Member of the Funds since 2010, has served as a Vice President of the Funds and other funds in the Fund Complex since 2009 and has held senior positions in PI since 2003. Ms. Torres served as Treasurer and Principal Financial and Accounting Officer of the Funds and other funds in the Fund Complex for 16 years and held senior positions in PI from 1999 to 2014. Specific details about each Board Member’s professional experience appear in the professional biography tables, above.
Risk Oversight. Investing in general and the operation of a mutual fund involve a variety of risks, such as investment risk, compliance risk, and operational risk, among others. The Board oversees risk as part of its oversight of the Funds. Risk oversight is addressed as part of various regular Board and committee activities. The Board, directly or through its committees, reviews reports from among others, the Manager, subadvisers, the Funds’ Chief Compliance Officer, the Funds’ independent registered public accounting firm, counsel, and internal auditors of the Manager or its affiliates, as appropriate, regarding risks faced by the Funds and the risk management programs of the Manager and certain service providers. The actual day-to-day risk management with respect to the Funds resides with the Manager and other service providers to the Funds. Although the risk management policies of the Manager and the service providers are designed to be effective, those policies and their implementation vary among service providers and over time, and there is no guarantee that they will be effective. Not all risks that may affect the Funds can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are simply beyond any control of the Funds or the Manager, its affiliates or other service providers.
STANDING BOARD COMMITTEES
Audit Committee. Each Company has an Audit Committee, which is composed entirely of Independent Board Members, and normally meets four times a year, or as required, in conjunction with the meetings of the Boards of Directors/Trustees. The Audit Committee consists of Messrs. Munn (Chair), McCorkindale, Bannon, and Quinn, Ms. Alberding, Ms. Smith and Mr. Redeker (ex-officio). The Board has determined that the Audit Committee has at least one audit committee financial expert. The number of Audit Committee meetings held during each Fund’s most recent fiscal year is set forth in Exhibit E.
The Board of each Company has determined that each member of the Audit Committee is not an “interested person” as defined in the 1940 Act. The responsibilities of the Audit Committee are to assist the Board in overseeing the Fund’s
24
independent registered public accounting firm, accounting policies and procedures and other areas relating to the Funds’ auditing processes. The Audit Committee is responsible for pre-approving all audit services and any permitted non-audit services to be provided by the independent registered public accounting firm directly to each Fund.
The Audit Committee is also responsible for pre-approving permitted non-audit services to be provided by the independent registered public accounting firm to (1) the Manager and (2) any entity in a control relationship with the Manager that provides ongoing services to the Funds, provided that the engagement of the independent registered public accounting firm relates directly to the operation and financial reporting of the Fund. The scope of the Audit Committee’s responsibilities is oversight. It is management’s responsibility to maintain appropriate systems for accounting and internal control and the independent registered public accounting firm’s responsibility to plan and carry out an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee charter is attached as Exhibit D.
The firm of KPMG LLP (KPMG), 345 Park Avenue, New York, New York 10154 is the independent registered public accounting firm for each Company. Each Company’s Audit Committee recommended, and the Board of each Company (including a majority of the Independent Board Members) approved, the selection of KPMG as each Company’s independent accountant for the Company’s current fiscal year. Representatives of KPMG are not expected to be present at the Meeting and will not be available to respond to questions during the Meeting; however, they will have the opportunity to make a statement if they so desire.
Investment Committees. The Prudential Investment Committee reviews the performance of each Fund whose subadvisers are affiliates of the Manager, while the Target Investment Committee reviews the performance of each Fund whose subadvisers are not affiliates of the Manager. Each Committee meets at least four times per year and reports the results of its review to the full Board of each Fund at each regularly scheduled Board meeting. Every Independent Board Member sits on one of the two Committees.
The Prudential Investment Committee consists of Mr. Hartstein (Chair), Mr. Redeker, Mr. Hyland, Mr. Quinn, Mr. Stoneburn and Ms. Bynoe. The Target Investment Committee consists of Ms. Alberding (Chair), Mr. Bannon, Mr. McCorkindale, Mr. Munn and Ms. Smith. The number of Prudential and Target Investment Committee meetings held during each Fund’s most recent fiscal year is set forth in Exhibit E.
Nominating & Governance Committee. Each Company has a Nominating and Governance Committee, which is composed entirely of Independent Board Members. The Nominating and Governance Committee is responsible for nominating Board Members and making recommendations to the Board concerning Board composition, committee structure and governance, director education, and governance practices. The members of the Nominating and Governance Committee are Mr. Hyland (Chair), Mr. Stoneburn, Mr. Hartstein, Ms. Bynoe and Mr. Redeker (ex-officio). The Board of each Company has determined that each member of the Nominating and Governance Committee is not an “interested person” of each Company as defined in the 1940 Act. The number of Nominating and Governance Committee meetings held during each
25
Fund’s most recent fiscal year is set forth in Exhibit E. The Nominating and Governance Committee charter is attached as Exhibit F.
Selection of Board Member Nominees. The Nominating and Governance Committee is responsible for considering nominees for Board Members at such times as it considers electing new members to the Board. The Nominating and Governance Committee may consider recommendations by business and personal contacts of current Board Members, and by executive search firms which the Committee may engage from time to time and will also consider shareholder recommendations. The Nominating and Governance Committee has not established specific, minimum qualifications that it believes must be met by a nominee. In evaluating nominees, the Nominating and Governance Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the 1940 Act; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Nominating and Governance Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. There are no differences in the manner in which the Nominating and Governance Committee evaluates nominees for the Board based on whether the nominee is recommended by a shareholder.
A shareholder who wishes to recommend a board member for nomination should submit his or her recommendation in writing to the Chair of the Board (Richard Redeker) or the Chair of the Nominating and Governance Committee (Michael Hyland), in either case in care of the specified Fund(s), at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102, serves as07102-4077. At a minimum, the distributorrecommendation should include: the name, address and business, educational and/or other pertinent background of the Funds' shares.person being recommended; a statement concerning whether the person is an “interested person” as defined in the 1940 Act; any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and the name and address of the person submitting the recommendation, together with the number of Fund shares held by such person and the period for which the shares have been held. The Funds' transfer agentrecommendation also can include any additional information which the person submitting it believes would assist the Nominating and Governance Committee in evaluating the recommendation.
Shareholders should note that a person who owns securities issued by Prudential Financial, Inc. (the parent company of the Funds’ Manager) would be deemed an “interested person” under the 1940 Act. In addition, certain other relationships with Prudential Financial, Inc. or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.” Before the Nominating and Governance Committee decides to nominate an individual to the Board, Committee members and other Board Members customarily interview the individual in person. In addition, the individual customarily is Prudential Mutualasked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving on the board of a registered investment company.
26
AUDIT FEES
The following aggregate fees were billed by KPMG for professional services rendered for the audit of each Fund’s annual financial statements for each of their two most recently completed fiscal years as indicated below:
Fund
 
Fiscal
Year-End
 
Aggregate
Fees
 
Fiscal
Year-End
 
Aggregate
Fees
PIP Asset Allocation
 
9/30/2013
 
$37,000
 
9/30/2012
 
$37,000
PIP Equity Opportunity
 
9/30/2013
 
22,000
 
9/30/2012
 
22,000
PIP Growth
 
9/30/2013
 
22,000
 
9/30/2012
 
22,000
PIP Conservative Allocation
 
9/30/2013
 
22,000
 
9/30/2012
 
22,000
PIP Moderate Allocation
 
9/30/2013
 
22,000
 
9/30/2012
 
22,000
PIP Growth Allocation
 
9/30/2013
 
22,000
 
9/30/2012
 
22,000
PIP 2 Taxable Money Market
 
1/31/2014
 
23,175
 
1/31/2013
 
22,500
PIP 2 Short-Term Bond
 
1/31/2014
 
36,000
 
1/31/2013
 
32,000
PIP 3 Strategic Value
 
2/28/2014
 
22,440
 
2/28/2013
 
22,000
PIP 3 Select Growth
 
2/28/2014
 
22,440
 
2/28/2013
 
22,000
PIP 3 Real Assets
 
2/28/2014
 
46,350
 
2/28/2013
 
45,000
PIP 3 Market Neutral
 
2/28/2014
 
30,600
 
2/28/2013
 
30,020
PIP 4 Muni High Income
 
4/30/2014
 
33,475
 
4/30/2013
 
32,500
PIP 5 Conservative Growth
 
7/31/ 2013
 
22,000
 
7/31/2012
 
22,000
PIP 5 Small-Cap Value
 
7/31/ 2013
 
29,250
 
7/31/2012
 
29,250
PIP 5 Rising Dividend
 
N/A
 
N/A
 
N/A
 
N/A
PIP 6 Cal Muni
 
8/31/2013
 
32,500
 
8/31/2012
 
32,500
PIP 7 Value
 
8/31/2013
 
22,000
 
8/31/2012
 
22,000
PIP 8 Stock Index
 
9/30/2013
 
22,500
 
9/30/2012
 
22,500
PIP 9 Large-Cap Core
 
10/31/2013
 
22,500
 
10/31/2012
 
22,500
PIP 9 International Real Estate
 
10/31/2013
 
29,500
 
10/31/2012
 
29,500
PIP 9 Absolute Return Bond
 
10/31/2013
 
55,000
 
10/31/2012
 
60,000
PIP 9 Select Real Estate Fund
 
N/A
 
N/A
 
N/A
 
N/A
PIP 10 Mid-Cap Value
 
10/31/2013
 
22,000
 
10/31/2012
 
22,000
PIP 10 Equity Income
 
10/31/2013
 
25,000
 
10/31/2012
 
35,000
PIP 12 Global Real Estate
 
3/31/2014
 
25,750
 
3/31/2013
 
25,000
PIP 12 US Real Estate
 
3/31/2014
 
23,970
 
3/31/2013
 
23,500
PIP 12 Long-Short
 
N/A
 
N/A
 
N/A
 
N/A
PIP 12 Short Duration Muni
 
N/A
 
N/A
 
N/A
 
N/A
PIP 14 Government Income
 
2/28/2014
 
34,505
 
2/28/2013
 
33,500
PIP 14 Floating Rate
 
2/28/2014
 
52,500
 
2/28/2013
 
50,000
PIP 15 High Yield
 
8/31/2013
 
32,500
 
8/31/2012
 
32,500
PIP 15 Short Duration High
Yield
 
8/31/2013
 
37,000
 
8/31/2012
 
N/A
27
Fund
 
Fiscal
Year-End
 
Aggregate
Fees
 
Fiscal
Year-End
 
Aggregate
Fees
PIP 16 Defensive Equity
 
7/31/ 2013
 
48,000
 
7/31/2012
 
73,000
PIP 16 Income Builder
 
7/31/ 2013
 
68,000
 
7/31/2012
 
68,000
PIP 17 Total Return Bond
 
10/31/2013
 
46,500
 
10/31/2012
 
51,500
PIP 17 Short Duration Multi-Sector
 
N/A
 
N/A
 
N/A
 
N/A
PIP 18 20/20 Focus
 
11/30/2013*
 
22,000
 
1/31/2013
 
22,000
PIP 18 MLP
 
N/A
 
N/A
 
N/A
 
N/A
MoneyMart
 
7/31/ 2013
 
22,500
 
7/31/2012
 
22,500
National Muni
 
8/31/2013
 
32,500
 
8/31/2012
 
32,500
Blend
 
8/31/2013
 
22,000
 
8/31/2012
 
22,000
Mid-Cap Growth
 
8/31/2013
 
22,000
 
8/31/2012
 
22,000
Small Company
 
9/30/2013
 
22,000
 
9/30/2012
 
22,000
World International Equity
 
10/31/2013
 
29,250
 
10/31/2012
 
29,250
World International Value
 
10/31/2013
 
29,250
 
10/31/2012
 
29,250
World Emerging Markets Debt
 
10/31/2013
 
55,000
 
10/31/2012
 
60,000
World Global Opportunities
 
10/31/2013
 
25,500
 
10/31/2012
 
30,000
World International Opportunities
 
10/31/2013
 
25,500
 
10/31/2012
 
30,000
World Global Infrastructure
 
10/31/2013
 
16,500
 
N/A
 
N/A
World Emerging Markets Equity
 
N/A
 
N/A
 
N/A
 
N/A
Natural Resources
 
10/31/2013
 
22,500
 
10/31/2012
 
32,500
Global Total Return
 
10/31/2013
 
55,000
 
10/31/2012
 
60,000
Sector Financial Services
 
11/30/2013
 
22,000
 
11/30/2012
 
22,000
Sector Health Sciences
 
11/30/2013
 
22,000
 
11/30/2012
 
22,000
Sector Utility
 
11/30/2013
 
22,000
 
11/30/2012
 
22,000
Short-Term Corporate Bond
 
12/31/2013
 
32,500
 
12/31/2012
 
32,500
Target Small-Cap Value
 
10/31/2013
 
32,500
 
10/31/2012
 
32,500
Target Small-Cap Growth
 
10/31/2013
 
25,000
 
10/31/2012
 
25,000
Target Large-Cap Value
 
10/31/2013
 
25,000
 
10/31/2012
 
25,000
Target Large-Cap Growth
 
10/31/2013
 
25,000
 
10/31/2012
 
25,000
Target International Equity
 
10/31/2013
 
32,500
 
10/31/2012
 
32,500
Target Mortgage-Backed
 
10/31/2013
 
33,000
 
10/31/2012
 
33,000
Target Intermediate-Term Bond
 
10/31/2013
 
56,500
 
10/31/2012
 
61,500
Target Total Return Bond
 
10/31/2013
 
61,000
 
10/31/2012
 
66,000
*
During 2013, the Fund changed its fiscal year-end to November 30, requiring the Fund to issue new financial statements as of 11/30/2013.
28
AUDIT-RELATED FEES
For each Fund’s two most recent fiscal years, KPMG did not bill any fees related to the performance of the audit or review of financial statements, that are not reported above under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.
TAX FEES
For the fiscal year ended 2013, KPMG billed PIP $3,202 and Natural Resources $3,429 in fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice. For the fiscal year ended 2012, KPMG billed PIP 3 Real Assets, PIP 12 Global Real Estate and World $3,250, $7,250 and $13,024, respectively, in fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice. None of the other Funds were billed by KPMG during the two most recent fiscal years for fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.
ALL OTHER FEES
With the exception of Small Company, for each Fund’s two most recent fiscal years, KPMG did not bill any fees for products and services provided to the Fund Services LLC (PMFS)other than those reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.” With respect to Small Company, KPMG billed $19,000 for products and services other than those reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” for the fiscal year ended September 30, 2012.
The charter of each Audit Committee requires that the Audit Committee approve all audit services and any permitted non-audit services to be provided by KPMG directly to the Fund. Each Audit Committee is also responsible for pre-approving permitted non-audit services to be provided by KPMG to (1) the Manager and (2) any entity in a control relationship with the Manager that provides ongoing services to the Funds (Affiliated Service Providers), 194 Wood Avenue South, Iselin, New Jersey 08830.provided that the engagement of KPMG relates directly to the operation and financial reporting of the Fund.
The Audit Committee of each Fund has adopted policies and procedures with regard to the pre-approval of services. The Audit Committee is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of December 31, 2002,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,
29
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.
For each Fund’s two most recent fiscal years, there were no fees paid for non-audit services to the Fund’s Manager and Affiliated Service Providers for which pre-approval by the Audit Committee was required, or for which pre-approval was not required.
Each Audit Committee has considered whether the provision of non-audit services that were rendered by KPMG to the Manager and Affiliated Service Providers that were not pre-approved is compatible with maintaining KPMG’s independence. All services provided by KPMG to each Fund, the Manager or Affiliated Service Providers that were required to be pre-approved were pre-approved as required.
REQUIRED VOTE
The nominees receiving the affirmative vote of a plurality, in the case of each Company other than PIP 6 Cal Muni, PIP 7 Value and PIP 4 Muni High Income, of the votes cast will be elected, provided a quorum is present. With respect to PIP 6 Cal Muni, PIP 7 Value and PIP 4 Muni High Income, the nominees receiving the affirmative vote of a majority of the votes cast will be elected, provided a quorum is present.
EACH BOARD, INCLUDING ALL OF ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES.
30
PROPOSAL No. 2
TO APPROVE A POLICY TO PERMIT PI served as the investment manager toTO ENTER INTO OR MATERIALLY AMEND SUBADVISORY AGREEMENTS WITHWHOLLY-OWNED SUBADVISERS
WITHOUT SHAREHOLDER APPROVAL
THIS PROPOSAL APPLIES TO ALL FUNDS (except PIP 16 Income Builder, PIP 5 Rising Dividend, PIP 12 Short Duration Muni, PIP 9 Select Real Estate, PIP 12 Long-Short, PIP 14 Floating Rate Income, PIP 15 Short Duration High Yield, PIP 17 Short Duration Multi-Sector, PIP 18 MLP, MoneyMart, and World Global Infrastructure)
The Board of each Fund, including all of the Prudential
U.S.Independent Board Members, has approved, and offshore open-endrecommends that shareholders approve, a policy which would permit PI to enter into subadvisory agreements with subadvisers that are direct or indirect “wholly-owned subadvisers” (as that term is defined in the 1940 Act) of PI or a sister company of PI that is a direct or indirect “wholly-owned” subsidiary (as that term is defined in the 1940 Act) of the same company that directly or indirectly owns PI (“Wholly-Owned Subadvisers”) with respect to a Fund, or make material amendments to subadvisory agreements with existing Wholly-Owned Subadvisers to a Fund, with prior Board approval but without obtaining shareholder approval (such policy, the “Modified Manager-of-Managers Policy”).
PI and the Funds currently operate in a “manager of managers” structure pursuant to an existing exemptive order from the SEC that generally permits Pl to enter into or amend agreements with subadvisers that are not “affiliated persons” (as defined in the 1940 Act) of PI, other than by reason of serving as a subadviser to a fund managed by PI (“Non-Affiliated Subadvisers”), with Board approval and without shareholder vote (the “Existing Relief”). The Funds and PI have filed an application with the SEC for a new exemptive order which would extend the relief to apply to Wholly-Owned Subadvisers as well as Non-Affiliated Subadvisers (the “New Relief”). Pursuant to the conditions proposed in the New Relief, shareholders must approve the Modified Manager-of-Managers Policy before the Funds can be permitted to rely on the New Relief. The Funds’ exemptive application is currently pending with the SEC, and there is no guarantee that the SEC will grant the requested exemptive order.
Why Shareholder Approval is Being Sought
Section 15 of the 1940 Act makes it unlawful for any person to act as investment companies,adviser to an investment company, except pursuant to a written contract that has been approved by shareholders. For purposes of Section 15, the term “investment adviser” includes any subadviser to an investment company. Section 15 also requires that an investment advisory agreement provide that it will terminate automatically upon its assignment. As a result, in the absence of exemptive relief, shareholder approval is required in the following circumstances:
(1) the employment by a fund of a new subadviser to replace an existing subadviser or (2) the allocation of a portfolio of assets to an additional subadviser or the reallocation of portfolio assets among existing subadvisers;
A material change in the terms of a subadvisory agreement; or
The continued employment of an existing subadviser on the same terms if there has been or is expected to be an assignment of a subadvisory agreement as a result of a change of control of the subadviser.
31
The 1940 Act does not require shareholder approval for the termination of a subadvisory agreement if such termination is approved by a fund’s Board of Directors/Trustees, including its independent directors/trustees, although shareholders of the fund may terminate a subadvisory agreement at any time by a vote of a majority of its outstanding voting securities, as defined in the 1940 Act.
In conformity with Section 15 of the 1940 Act, each Fund is currently required to obtain shareholder approval of subadvisory agreements with any subadviser that is affiliated with PI. As noted above, each Fund currently is operating under the Existing Relief, which permits it to enter into and amend, with prior Board approval but without shareholder approval, subadvisory agreements with Non-Affiliated Subadvisers. The Existing Relief does not apply to subadvisory agreements with Wholly-Owned Subadvisers, and as a result, each Fund is currently required to obtain shareholder approval of any new subadvisory agreement with Wholly-Owned Subadvisers.
Shareholders are now being asked to approve the administratorModified Manager-of-Managers Policy under the New Relief, in which PI would be permitted to closed-endselect and manage both Non-Affiliated Subadvisers and Wholly-Owned Subadvisers pursuant to similar conditions. If shareholders approve the Modified Manager-of-Managers Policy, PI will no longer be required to obtain shareholder approval of subadvisory agreements with Wholly-Owned Subadvisers or material amendments thereto. The kinds of changes to agreements with Wholly-Owned Subadvisers that could be effected without further shareholder approval if the Modified Manager-of-Managers Policy is approved include: (1) reallocating Fund assets among existing subadvisers; (2) allocating a portion of the Fund’s assets to one or more additional subadvisers; (3) continuing a subadvisory agreement where a change in control of the subadviser automatically otherwise causes that agreement to terminate; and (4) replacing an existing subadviser with a new subadviser when PI and the Board determine that the new subadviser’s investment companies,philosophy and style, past performance, security selection experience and preferences, personnel, facilities, financial strength, quality of service and client communication are more consistent with aggregatethe best interests of a Fund and its shareholders. Currently, under the Existing Relief, these kinds of changes can be effected without shareholder approval to agreements with Non-Affiliated Subadvisers.
PI believes that the Modified Manager-of-Managers Policy is in the best interests of the Funds and their shareholders. The Modified Manager-of Managers Policy, if approved, would give PI greater flexibility to select, supervise, and evaluate Wholly-Owned Subadvisers without incurring the expense and potential delay of seeking specific shareholder approval, permitting the Funds to more quickly and efficiently respond to changes in market conditions and other factors. Under current applicable law, while a change in investment management arrangements involving one or more Wholly-Owned Subadvisers may be put into place promptly on a temporary basis, a Fund must still call and hold a meeting of the Fund’s shareholders, create and distribute proxy materials, and arrange for the solicitation of voting instructions from shareholders. This process is time-intensive, slow, and costly. Under the New Relief, the Board would be able to act more quickly and with less expense to appoint a Wholly-Owned Subadviser or materially amend an agreement with a Wholly-Owned Subadviser.
Under the terms of the New Relief, PI and the Funds would continue to be subject to several conditions imposed by the SEC currently applicable under the Existing Relief. The Funds would continue to obtain shareholder approval to enter into or materially modify a subadvisory agreement with any subadviser other than a Wholly-Owned Subadviser or a Non-Affiliated Subadviser. In addition, as is the case with the
32
Existing Relief, under the conditions of the New Relief, within 90 days of entering in a new subadvisory arrangement, shareholders would be required to be provided with an information statement that contains information about the subadviser and subadvisory agreement.
As with the Existing Relief, in order to rely on the New Relief, a majority of the Board must consist of Independent Board Members and the nomination of new or additional Independent Board Members must be at the discretion of the then-existing Independent Board Members. The prospectuses of the Funds relying on the New Relief must prominently discuss the Modified Manager-of-Managers Policy, including the fact that PI has ultimate responsibility (subject to oversight by the Board) to oversee the subadvisers and recommend their hiring, termination, and replacement.
Fund shareholders have previously approved each Fund’s operation under a multi-manager structure whereby PI may select one or more Non-Affiliated Subadvisers to invest the assets of approximately
$86.1 billion. Eachthe Fund, hassubject to the review and approval of the Board. PI reviews each subadviser’s performance on an ongoing basis and is responsible for communicating performance expectations and evaluations to subadvisers and for recommending to the Board whether a subadviser’s contract should be renewed, modified or terminated.
If the Modified Manager-of-Managers Policy is approved by shareholders of a Fund and the SEC grants the requested exemptive order, PI may determine to rely on the exemptive order to seek the termination of a Fund’s unaffiliated subadviser and its replacement with a Wholly-Owned Subadviser soon after PI obtains the ability to do so. Any such termination and replacement of a subadviser would be subject to Board approval.
If the Modified Manager-of-Managers Policy is not approved by shareholders of a Fund, it will not be implemented, the Fund will continue to obtain shareholder approval to enter into or materially amend subadvisory agreements with Wholly-Owned Subadvisers unless otherwise permitted under the 1940 Act, and those Funds that currently operate pursuant to the Existing Relief will rely only on the portion of the New Relief that relates to entering into or materially amending subadvisory agreements with Non-Affiliated Subadvisers. In the event that the SEC does not issue the New Relief, those Funds that currently operate pursuant to the Existing Relief would continue to rely on the Existing Relief with respect to Non-Affiliated Subadvisers.
REQUIRED VOTE
Approval of Proposal No. 2 requires the affirmative vote of a majority of the outstanding voting securities of each Fund, as defined by the 1940 Act. For purposes of the 1940 Act, a majority of a Fund’s outstanding voting securities is the lesser of (i) 67% of the Fund’s outstanding voting securities represented at a meeting at which more than 50% of the Fund’s outstanding voting securities are present in person or represented by proxy, or (ii) more than 50% of the Fund’s outstanding voting securities.
EACH BOARD, INCLUDING ALL OF ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE MODIFIED MANAGER-OF-MANAGERS POLICY.
33
PROPOSAL No. 3
TO APPROVE A PROPOSAL TO DESIGNATE EACH FUND’S
INVESTMENT OBJECTIVE AS NON-FUNDAMENTAL
THIS PROPOSAL APPLIES ONLY TO THE FUNDS LISTED BELOW
The Board of Directors or Trustees which, in addition
to overseeing the actions of the Fund's Manager and Subadviser, decides upon
matters of general policy.

                               VOTING INFORMATION

    In the case ofeach Fund listed below, including all of the Independent Board Members, has approved, and recommends that shareholders approve, a proposal which would designate each Fund’s investment objective as non-fundamental.
Under the 1940 Act, a “fundamental” policy is any policy of a Fund that may be changed only with shareholder approval. The 1940 Act requires that a Fund disclose in its registration statement filed with the SEC each policy that is fundamental, and therefore may not be changed without first obtaining shareholder approval. The Funds except PILPcomply with this requirement by identifying in their registration statements those policies that are fundamental. Currently, some Funds disclose in their registration statements that the Fund’s investment objective is a fundamental policy, while other Funds instead classify their investment objective as non-fundamental. In addition, several Funds do not explicitly disclose in their registration statements whether their investment objectives are fundamental or not. The 1940 Act does not require that a Fund’s investment objective be designated as fundamental. If Proposal No. 3 is approved by shareholders, the investment objective of each Fund currently classified as fundamental (or which is silent) would instead be designated as non-fundamental.
The Board and PI believe that the designation of each Fund’s investment objective as non-fundamental will help to facilitate the compliance programs and policies of the Funds, and enhance the ability of the Funds to promptly respond to future investment and market conditions by avoiding the expense and delay associated with first seeking shareholder approval to change a Fund’s investment objective. There is no present intention to change or modify any Fund’s investment objective, and Board approval and appropriate shareholder notification and disclosure would continue to be required before any Fund’s investment objective could be changed.
The table below sets out each Fund’s current investment objective:
Fund
Investment Objective
PIP Asset Allocation
Income and long-term growth of capital
PIP Equity Opportunity
Long-term growth of capital
PIP Growth
Long-term growth of capital
PIP Conservative Allocation
Current income and a reasonable level of capital appreciation
PIP Moderate Allocation
Current income and a reasonable level of capital appreciation
PIP Growth Allocation
Long-term capital appreciation
PIP 2 Taxable Money Market
Income consistent with relative stability of principal
PIP 2 Short-Term Bond
Current income consistent with the preservation of capital and the maintenance of liquidity
PIP 3 Strategic Value
Long-term growth of capital
34
Fund
Investment Objective
PIP 3 Select Growth
Long-term growth of capital
PIP 4 Muni High Income
To provide the maximum amount of income that is eligible for exclusion from federal income taxes
PIP 5 Conservative Growth
Long-term capital appreciation
PIP 5 Small-Cap Value
Above-average capital appreciation
PIP 6 Cal Muni
To maximize current income that is exempt from California state and federal income taxes, consistent with the preservation of capital
PIP 7 Value
Capital appreciation
PIP 8 Stock Index
To provide investment results that correspond to the price and yield performance of the Standard & Poor’s 500 Composite Stock Price Index
PIP 9 Large-Cap Core
Long-term after-tax growth of capital
PIP 10 Mid-Cap Value
Income and capital appreciation
PIP 10 Equity Income
Capital growth
PIP 14 Government Income
High current return
PIP 15 High Yield
Primary objective: to maximize current income. Secondary objective: capital appreciation
PIP 17 Total Return Bond
Total return
PIP 18 20/20 Focus
Long-term growth of capital
MoneyMart
Maximum current income consistent with stability of capital and the maintenance of liquidity
National Muni
To seek a high level of current income exempt from federal income taxes
Blend
Long-term growth of capital
Mid-Cap Growth
Long-term capital appreciation
Small Company
Capital growth
World International Equity
Long-term growth of capital
World International Value
Long-term growth of capital through investment in equity securities of foreign issuers
Natural Resources
Long-term growth of capital
Global Total Return
Total return, made up of current income and capital appreciation
Sector Financial Services
Long-term capital appreciation
Sector Health Sciences
Long-term capital appreciation
35
Fund
Investment Objective
Sector Utility
Total return through a combination of capital appreciation and current income
Short-Term Corporate Bond
High current income consistent with the preservation of principal
Target Small-Cap Value
Above-average capital appreciation
Target Small-Cap Growth
Maximum capital appreciation
Target Large-Cap Value
Total return consisting of capital appreciation and dividend income
Target Large-Cap Growth
Long-term capital appreciation
Target International Equity
Capital appreciation
Target Mortgage-Backed
High current income with a secondary investment objective of capital appreciation, each to the extent consistent with protection of capital
Target Intermediate-Term Bond
Current income and reasonable stability of principal
Target Total Return Bond
Total return consisting of income and capital appreciation.
If Proposal No. 3 is not approved by shareholders, shareholder approval would continue to be required to change the investment objective(s) of the Funds listed above.
REQUIRED VOTE
Approval of Proposal No. 3 requires the affirmative vote of a majority of the outstanding voting securities of each Fund, as defined by the 1940 Act. For purposes of the 1940 Act, a majority of a Fund’s outstanding voting securities is the lesser of (i) 67% of the Fund’s outstanding voting securities represented at a meeting at which more than 50% of the Fund’s outstanding voting securities are present in person or represented by proxy, or (ii) more than 50% of the Fund’s outstanding voting securities.
EACH BOARD, INCLUDING ALL OF ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE “FOR” APPROVAL TO DESIGNATE THE FUND’S INVESTMENT OBJECTIVE ASNON-FUNDAMENTAL.
36
VOTING INFORMATION
As set forth in the table below, the presence, in person or by proxy, of a majority of the indicated Shares of a Fund outstanding and entitled to vote will constitute a quorum for the transaction of business at the Meeting of that Fund. In the case of PILP, a quorum is one-third of the shares
outstanding and entitled to vote, and for Core, a quorum is forty percent (40%)
of the shares outstanding and entitled to vote.

    
Fund Name
Quorum
Fund Name
Quorum
PIP Asset Allocation
majority
PIP 16 Defensive Equity
one-third
PIP Equity Opportunity
majority
PIP 16 Income Builder
one-third
PIP Growth
majority
PIP 17 Total Return Bond
one-third
PIP Conservative Allocation
majority
PIP 17 Short Duration Multi-Sector
one-third
PIP Moderate Allocation
majority
PIP 18 20/20 Focus
one-third
PIP Growth Allocation
majority
PIP 18 MLP
one-third
PIP 2 Taxable Money Market
one-third
MoneyMart
majority
PIP 2 Short-Term Bond
one-third
National Muni
one-third
PIP 3 Strategic Value
one-third
Blend
one-third
PIP 3 Select Growth
one-third
Mid-Cap Growth
one-third
PIP 3 Real Assets
one-third
Small Company
one-third
PIP 3 Market Neutral
one-third
World International Equity
majority
PIP 4 Muni High Income
one-third
World International Value
majority
PIP 5 Conservative Growth
one-third
World Emerging Markets Debt
majority
PIP 5 Small-Cap Value
one-third
World Global Opportunities
majority
PIP 5 Rising Dividend
one-third
World International Opportunities
majority
PIP 6 Cal Muni
one-third
World Global Infrastructure
majority
PIP 7 Value
majority
Natural Resources
majority
PIP 8 Stock Index
one-third
Global Total Return
one-third
PIP 9 Large-Cap Core
one-third
Sector Financial Services
majority
PIP 9 International Real Estate
one-third
Sector Health Sciences
majority
PIP 9 Absolute Return Bond
one-third
Sector Utility
majority
PIP 10 Mid-Cap Value
majority
Short-Term Corporate Bond
one-third
PIP 10 Equity Income
majority
Target Small Cap Value
one-third
PIP 12 Global Real Estate
one-third
Target Small Cap Growth
one-third
PIP 12 US Real Estate
one-third
Target Large Cap Value
one-third
PIP 12 Long-Short
one-third
Target Large Cap Growth
one-third
PIP 12 Short Duration Muni
one-third
Target International Equity
one-third
PIP 14 Government Income
majority
Target Mortgage-Backed
one-third
PIP 14 Floating Rate Income
majority
Target Intermediate-Term Bond
one-third
37
Fund Name
Quorum
Fund Name
Quorum
PIP 15 High Yield
one-third
Target Total Return Bond
one-third
PIP 15 Short Duration High Yield
one-third
If a quorum is not present at a Meeting, or if a quorum is present at that Meeting but sufficient votes to approve any of the Proposalsa proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any adjournment will require the affirmative vote of a majority of those Shares present and entitled to vote at the Meeting for the particular Fund in person or by proxy. When voting on a proposed adjournment, the persons named as proxies will vote FOR the proposed adjournment all shares other than those proxiesshares as to which they are entitledhave been directed to vote FOR any Proposalagainst a proposal, in favor of the adjournment of that proposal andwhich case, such shares will vote
those proxies required to be voted AGAINST any Proposal against the proposed adjournment of that Proposal. A shareholder vote may be taken on one or more of the
Proposals in this proxy statement priorwith respect to any such adjournment if sufficient
votes have been received and it is otherwise appropriate.


    a proposal.
If a proxy that is properly executed and returned is accompanied by instructions to withhold authority to vote (an abstention) or represents a broker "non-vote"“non-vote” (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Shares on a particular matter with respect to which the broker or nominee does not have discretionary power), the Shares represented thereby, with respect to matters to be determined by a majority or plurality of the votes cast on such matters, (including proposed adjournments on such
matters), will be considered present for purposes of determining the existence of a quorum for the transaction of business, but, not being cast, will have no effect on the outcome of such matters. With respect to matters requiring the affirmative vote of a specified percentage of the total Shares outstanding, (including proposed adjournments on such matters), an abstention or broker non-vote will be considered present for purposes of determining a quorum but will have the effect of a vote against such matters. Accordingly, abstentions and broker non-votes will have no effect on Proposal No. 1, (or proposed
adjournments on Proposal No. 1), for which the required vote is a plurality or majority of the votes cast, but effectively will be a vote against adjournment and against the other Proposals, (or
proposed adjournments on the other Proposals), which require approval of a majority of the outstanding voting securities under the 1940 ActAct.
In the event that sufficient votes to obtain a quorum have not been obtained by a Fund, the Fund may request that one or applicable
state law.


    more brokers submit a specific number of broker non-votes in order to obtain a quorum. A Fund would only take such actions if it believed that such actions would result in a quorum and the Fund had already received or expected to receive sufficient shareholder votes to approve Proposal No’s. 2 and 3 at the Meeting. Therefore, shareholders who are against Proposal No.2 and Proposal No. 3 should vote AGAINST the Proposals.
The individuals named as proxies on the enclosed proxy cards will vote in accordance with your direction as indicated thereon if your card is received properly executed by you or by your duly appointed agent or attorney-in-fact. If your card is properly executed and you give no voting instructions, your Shares will be voted FOR the nominees named herein for the Board of the FundCompany to which the proxy card relates and FOR the remaining Proposalsproposals described in this proxy statement and referenced on the proxy card. If

                                       2
 any nominee for the Fund Boards should withdraw or otherwise become unavailable for election, your Shares will be voted in favor of such other nominee or nominees as management may recommend.
38
You may revoke any proxy card by giving another proxy or by letter or telegram revoking the initial proxy. To be effective your revocation must be received by the Fund prior to the related Meeting and must indicate your name and account number. In addition, if you attend a Meeting in person you may, if you wish, vote by ballot at that Meeting, thereby canceling any proxy previously given.
The close of business on April 11, 2003 has been fixed as the record date
for the determination of shareholders entitledproposal to notice of, and to vote at, the
Meetings. Information as to the number of outstanding Shares for each Fund as of
the record date is set forth below:



FUND                      CLASS A         CLASS B        CLASS C      CLASS Z           I              TOTAL
- ----                   --------------   ------------   -----------   ----------   --------------   --------------

CAT
  Liquid Assets......     391,095,029             --            --           --               --      391,095,029
  National Money
    Market...........     266,801,607             --            --           --               --      266,801,607
Special Money........       2,848,125    208,666,024    20,346,381    2,112,971               --      233,973,501
PILP.................     433,072,992             --            --           --    1,702,078,753    2,135,151,745
Core.................   6,285,556,387             --            --           --               --    6,285,556,387
Global Total Return..      28,917,606      1,098,802       106,094      643,551               --       30,766,053




    None of the Proposalselect Board Members does not require separate voting by class, althoughindividual Funds of a Company or by separate classes of a Fund. Shareholders of each Company vote together on the proposal to elect Board Members for all
proposals except Proposal No. 1, sharesthat Company. With respect to each of the Liquid Assets Fund Series of CAT
and shares of the National Money Market Fund Series of CAT will be voted
separately. Each Share ofother proposals, voting is conducted separately for each class is entitled to one vote. Fund.
To the knowledge of management, the executive officers and Board Members of each Fund, as a group, owned less than 1% of the outstanding Shares of theeach Fund and each Company as of April 11,
2003.September 12, 2014. The number of shares of each Fund outstanding as of the close of business on September 12, 2014 is shown in Exhibit A. A listing of persons who owned beneficially more than 5% or more of any class of the Shares of a Fund as of April 11, 2003September 12, 2014 is contained in Exhibit A.


    B.
COPIES OF EACH FUND'SFUND’S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS. SHAREHOLDERS OF A FUND MAY OBTAIN WITHOUT CHARGE ADDITIONAL COPIES OF THE FUND'SFUND’S ANNUAL AND SEMI-ANNUAL REPORTS BY WRITING THE FUND AT GATEWAY CENTER THREE, 100 MULBERRY STREET, 4TH FLOOR, NEWARK, NEW JERSEY 07102, OR BY CALLING 1-800-225-1852 (TOLL FREE).
Each full Share of each Fund outstanding is entitled to one vote, and each fractional Share of each Fund outstanding is entitled to a proportionate share of one vote, with respect to each matter to be voted upon by the Shareholders of that Fund.Company. Information about the vote necessary with respect to eachthe Proposal is discussed below in connection with each Proposal.below. Shareholders voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the Shareholder. We have been advised that Internet voting procedures that have been made available to you are consistent with the requirements of law.

                         TO ELECT DIRECTORS OR TRUSTEES
                                 PROPOSAL NO. 1

DISCUSSION

    
ADDITIONAL INFORMATION: PROXY COSTS
The Boardcosts of each Fund has nominated the 10 individuals identified below for
election to each Fund's Board. Pertinent information about each nominee is set
forth in the listing below. Eachsolicitation of the nominees has indicated a willingness to
serve if elected. All but one of the nominees currently serve as Directors or
Trustees on some, but not all of the funds in the Prudential retail mutual fund
complex. The remaining nominee, David E. A. Carson, currently does not serve as
a Director or Trustee for any of the funds in the Prudential retail mutual fund
complex, but serves as a Trustee of the American Skandia Trust and a Director of
the American Skandia Advisor Funds, Inc.

                                       3


    Because many of the other funds within the Prudential retail mutual fund
complex are also asking shareholders to elect the same individuals, if the
Shareholders of each of these Funds elect each nominee, most of the Funds within
the Prudential retail mutual fund complex will be overseen by a common Board. As
part of the creation of a common Board, certain individuals currently serving as
Directors or Trustees of each Fund have not been nominated for election. Each of
the current Directors or Trustees of each Fund who have not been nominated have
announced their intention to resign their positions if Shareholders elect the
nominees. Each of the Nominees have announced their intention to serve on the
Board if elected by Shareholders.


    Each Fund's current Directors or Trustees believes that creating a common
Board is in the best interests of each Fund. The principal reasons for adding
these individuals are:

    - to bring additional experience and diversity of viewpoints to the Board;

    - to bring the benefit of experience derived from service on the boards of
      the other Prudential mutual funds;

    - to promote continuity on the Board; and

    - to achieve efficiencies and coordination in operation, supervision and
      oversight of the Funds which may be derived from having the same
      individuals serve on the Board of each of the Prudential retail mutual
      funds.

    If elected, all nominees will hold office until the earlier to occur of
(a) the next meeting of shareholders at which Board Members are elected and
until their successors are elected and qualified or (b) until their terms expire
in accordance with each Fund's retirement policy or (c) until they resign or are
removed as permitted by law. Each Fund's retirement policy generally calls for
the retirement of Directors on December 31 of the year in which they reach the
age of 75.


    Board Members who are not "interested" persons of a Fund (as defined in the
1940 Act) are referred to as Independent Board Members or Independent Directors.
Board Members who are interested persons of a Fund are referred to as Interested
Board Members or Interested Directors.


    Currently, each Independent Director who serves on the Board of a Fund is
paid annual fees as set forth below for his or her service on the Board of each
Fund. Directors' fees are allocated among all of the Funds in a "cluster" based
on their proportionate net assets. In addition, an Independent Board Member who
serves on the Executive Committee is paid by the Funds in the cluster an annual
aggregate fee of $8,000 and an Independent Board Member who chairs the Audit or
Nominating Committee is paid by those Funds an annual aggregate fee of $2,000
per Committee. Interested Directors will continue to receive no compensation
from any Fund. Board Members will continue to be reimbursed for any expenses
incurred in attending meetings and for other incidental expenses. Board fees are
reviewed periodically by each Fund's Board.

    None of the nominees is related to one another. None of each Fund's
Independent Directors or persons nominated to become Independent Directors owns
shares of Prudential Financial, Inc. or its affiliates. The business experience
and address of each nominee for Independent Director and each

                                       4

nominee for Interested Director, as well as information regarding their service
on other mutual funds in the Prudential mutual fund complex is as follows:

                     PROPOSED INDEPENDENT DIRECTOR NOMINEES



                                                                                           NUMBER OF
                                                                                         PORTFOLIOS IN
                                                 TERM OF                                 FUND COMPLEX
                               POSITION(S)     OFFICE AND                                 OVERSEEN BY      OTHER DIRECTORSHIPS**
                                HELD WITH       LENGTH OF      PRINCIPAL OCCUPATION(S)    NOMINEE FOR         HELD BY NOMINEE
NAME, ADDRESS* AND AGE          EACH FUND      TIME SERVED     DURING PAST FIVE YEARS      DIRECTOR            FOR DIRECTOR
- ----------------------        -------------   -------------   -------------------------  -------------   -------------------------

David E. A. Carson (68)       None                 --         Director (January 2000 to      None        Director of United
People's Bank                                                 May 2000), Chairman                        Illuminating and UIL
1 Financial Plaza                                             (January 1999 to December                  Holdings, a utility
Second Floor                                                  1999), Chairman and Chief                  company, since May 1993.
Hartford, CT 06103                                            Executive Officer
                                                              (January 1998 to December
                                                              1998) and President,
                                                              Chairman and Chief
                                                              Executive Officer (1983
                                                              to December 1997) of
                                                              People's Bank.

Robert E. La Blanc (69)       CAT: Trustee     Since 1997     President (since 1981) of       77         Director of Storage
                              Special          Since 1996     Robert E. La Blanc                         Technology Corporation
                              Money:                          Associates, Inc.                           (technology) (since
                              Director                        (telecommunications);                      1979), Chartered
                              PILP:            Since 1996     formerly General Partner                   Semiconductor
                              Director                        at Salomon Brothers and                    Manufacturing, Ltd.
                              Core: Trustee    Since 1999     Vice-Chairman of                           (Singapore) (since 1998),
                              Global Total                    Continental Telecom.                       Titan Corporation
                              Return: None         --         Trustee of Manhattan                       (electronics, since
                                                              College.                                   1995), Computer
                                                                                                         Associates International,
                                                                                                         Inc. (since 2002)
                                                                                                         (software company);
                                                                                                         Director (since 1999) of
                                                                                                         First Financial
                                                                                                         Fund, Inc. and Director
                                                                                                         (since April 1999) of The
                                                                                                         High Yield Plus
                                                                                                         Fund, Inc.

Douglas H. McCorkindale (63)  CAT: None            --         Chairman (since February        77         Director of Gannett
                              Special              --         2001), Chief Executive                     Co., Inc., Director of
                              Money: None                     Officer (since June 2000)                  Continental
                              PILP: None           --         and President (since                       Airlines, Inc. (since
                              Core: None           --         September 1997) of                         May 1993), Director of
                              Global Total     Since 1996     Gannett Co. Inc.                           Lockheed Martin Corp.
                              Return:                         (publishing and media);                    (aerospace and defense)
                              Director                        formerly Vice Chairman                     (since May 2001);
                                                              (March 1984-May 2000) of                   Director of the High
                                                              Gannett Co. Inc.                           Yield Plus Fund, Inc.
                                                                                                         (since 1996).

Stephen P. Munn (60)          CAT: None            --         Chairman of the Board           72         Chairman of the Board
                              Special              --         (since 1994) and formerly                  (since January 1994) and
                              Money: None                     Chief Executive Officer                    Director (since 1988) of
                              PILP: None           --         (1998-2001) and President                  Carlisle Companies
                              Core: None           --         of Carlisle Companies                      Incorporated
                              Global Total     Since 1996     Incorporated.                              (manufacturer of
                              Return:                                                                    industrial products);
                              Director                                                                   Director of Gannett
                                                                                                         Co., Inc. (publishing and
                                                                                                         media).



                                       5

                                                                                           NUMBER OF
                                                                                         PORTFOLIOS IN
                                                 TERM OF                                 FUND COMPLEX
                               POSITION(S)     OFFICE AND                                 OVERSEEN BY      OTHER DIRECTORSHIPS**
                                HELD WITH       LENGTH OF      PRINCIPAL OCCUPATION(S)    NOMINEE FOR         HELD BY NOMINEE
NAME, ADDRESS* AND AGE          EACH FUND      TIME SERVED     DURING PAST FIVE YEARS      DIRECTOR            FOR DIRECTOR
- ----------------------        -------------   -------------   -------------------------  -------------   -------------------------

Richard A. Redeker (59)       CAT: None            --         Formerly Management             72
                              Special              --         Consultant of
                              Money: None                     Invesmart, Inc. (August
                              PILP: None           --         2001-October 2001);
                              Core: None           --         formerly employee of
                                                              Prudential Investments
                                                              (October 1996-December
                                                              1998).

                              Global Total    Since 1993
                              Return:
                              Director

Robin B. Smith (63)           CAT: Trustee    Since 1997      Chairman of the Board           69         Director of BellSouth
                                                              (since January 2003) of                    Corporation (since 1992)
                              Special         Since 1996      Publishers Clearing House                  and Kmart Corporation
                              Money:                          (direct marketing),                        (retail) (since 1996).
                              Director                        formerly Chairman and
                              PILP:           Since 1987      Chief Executive Officer
                              Director                        (August 1996-January
                              Core: Trustee   Since 1999      2003) of Publishers
                                                              Clearing House.

                              Global Total    Since 1996
                              Return:
                              Director

Stephen Stoneburn (59)        CAT: Trustee     Since 1997     President and Chief             75
                              Special          Since 1989     Executive Officer (since
                              Money:                          June 1996) of Quadrant
                              Director                        Media Corp. (a publishing
                              PILP:            Since 1996     company); formerly
                              Director                        President (June 1995-June
                              Core: Trustee    Since 1999     1996) of Argus Integrated
                              Global Total                    Media, Inc.; Senior Vice
                              Return: None         --         President and Managing
                                                              Director (January
                                                              1993-1995) of Cowles
                                                              Business Media and Senior
                                                              Vice President of
                                                              Fairchild Publications,
                                                              Inc (1975-1989).

Clay T. Whitehead (64)        CAT: Trustee    Since 1999      President (since 1983) of       94         Director (since 2000) of
                              Special         Since 1999      National Exchange Inc.                     First Financial Fund,
                              Money:                          (new business development                  Inc. and Director (since
                              Director                        firm).                                     2000) of The High Yield
                              PILP:           Since 1999                                                 Plus Fund, Inc.
                              Director

                              Core: Trustee   Since 1999

                              Global Total    Since 1996
                              Return:
                              Director



                                       6

                     PROPOSED INTERESTED DIRECTOR NOMINEES



                                                                                           NUMBER OF
                                                                                         PORTFOLIOS IN
                                                 TERM OF                                 FUND COMPLEX
                               POSITION(S)     OFFICE AND                                 OVERSEEN BY      OTHER DIRECTORSHIPS**
                                HELD WITH       LENGTH OF      PRINCIPAL OCCUPATION(S)    NOMINEE FOR         HELD BY NOMINEE
NAME, ADDRESS* AND AGE          EACH FUND      TIME SERVED     DURING PAST FIVE YEARS      DIRECTOR            FOR DIRECTOR
- ----------------------        -------------   -------------   -------------------------  -------------   -------------------------

Judy A. Rice (55)             President and   Director or     President, Chief                98
                              Director or     Trustee for     Executive Officer, Chief
                              Trustee         all Funds       Operating Officer and
                                              since 2000.     Officer-In-Charge (since
                                              President of    2003) of PI; formerly
                                              all Funds       various positions to
                                              since 2003.     Senior Vice President
                                                              (1992-1999) of Prudential
                                                              Securities Incorporated
                                                              (PSI); and various
                                                              positions to Managing
                                                              Director (1975-1992) of
                                                              Salomon Smith Barney;
                                                              Member of Board of
                                                              Governors of the Money
                                                              Management Institute.

Robert F. Gunia (56)          Vice            CAT: Since      Executive Vice President        116        Vice President and
                              President and   1997            and Chief Administrative                   Director (since May 1989)
                              Director or     Special         Officer (since June 1999)                  and Treasurer (since
                              Trustee         Money: Since    of PI; Executive Vice                      1999) of The Asia Pacific
                                              1996            President and Treasurer                    Fund, Inc.
                                              PILP: Since     (since January 1996) of
                                              1996            PI; President (since
                                              Core: Since     April 1999) of Prudential
                                              1999            Investment Management
                                              Global Total    Services LLC (PIMS);
                                              Return: Since   Corporate Vice President
                                              1996            (since September 1997) of
                                                              The Prudential Insurance
                                                              Company of America;
                                                              formerly Senior Vice
                                                              President (March 1987-May
                                                              1999) of PSI; formerly
                                                              Chief Administrative
                                                              Officer (July
                                                              1989-September 1996),
                                                              Director (January
                                                              1989-September 1996) and
                                                              Executive Vice President,
                                                              Treasurer and Chief
                                                              Financial Officer (June
                                                              1987-December 1996) of
                                                              Prudential Mutual Fund
                                                              Management, Inc. (PMF).



- ------------------------
*   Unless otherwise indicated, the address of each nominee is c/o Prudential
    Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, NJ
    07102.

**  This column includes only directorships of companies required to register,
    or file reports with the Securities and Exchange Commission (the "SEC")
    under the Securities Exchange Act of 1934 (that is, "public companies") or
    other investment companies registered under the 1940 Act.

                                       7

    The following tables set forth the dollar range of Fund securities held by
each nominee as of December 31, 2002. The tables also include the aggregate
dollar range of securities held by each nominee in all funds in the Fund Complex
overseen by that nominee as of December 31, 2002.

             NOMINEE SHARE OWNERSHIP TABLE -- INDEPENDENT DIRECTORS



                                                                          AGGREGATE DOLLAR RANGE
                                                                           OF SECURITIES IN ALL
                                                                           REGISTERED INVESTMENT
                                                                           COMPANIES OVERSEEN BY
                                              DOLLAR RANGE OF                NOMINEE IN FAMILY
NAME OF NOMINEE                           SECURITIES IN EACH FUND         OF INVESTMENT COMPANIES
- ---------------                     -----------------------------------   -----------------------

David E. A. Carson................  None                                  None
Robert E. La Blanc................  All other Funds: None                 Over $100,000
Douglas H. McCorkindale...........  Global Total Return:                  Over $100,000
                                    $10,001-$50,000
                                    All other Funds: None
Stephen P. Munn...................  Global Total Return:                  Over $100,000
                                    $10,001-$50,000
                                    All other Funds: None
Richard A. Redeker................  None                                  Over $100,000
Robin B. Smith....................  CAT -- Liquid Assets Fund: Over       Over $100,000
                                    $100,000
                                    Global Total Return: Over $100,000
                                    PILP: $50,001-$100,000
                                    Special Money: $10,001-$50,000
                                    All Other Funds: None
Stephen Stoneburn.................  All other Funds: None                 Over $100,000
Clay T. Whitehead.................  All other Funds: None                 Over $100,000



             NOMINEE SHARE OWNERSHIP TABLE -- INTERESTED DIRECTORS


                                                                          AGGREGATE DOLLAR RANGE
                                                                           OF SECURITIES IN ALL
                                                                           REGISTERED INVESTMENT
                                                                           COMPANIES OVERSEEN BY
                                              DOLLAR RANGE OF                NOMINEE IN FAMILY
NAME OF NOMINEE                           SECURITIES IN EACH FUND         OF INVESTMENT COMPANIES
- ---------------                     -----------------------------------   -----------------------

Judy A. Rice                        CAT -- Liquid Assets Fund:            Over $100,000
                                    $10,001-$50,000
                                    All other Funds: None
Robert F. Gunia...................  All other Funds: None                 Over $100,000


    None of the nominees for Independent Director, or any member of his/her
immediate family, owned beneficially or of record any securities in an
investment adviser or principal underwriter of a Fund or a person (other than a
registered investment company) directly or indirectly controlling, controlled
by, or under common control with an investment adviser or principal underwriter
of a Fund as of December 31, 2002.

                                       8

    The following table sets forth information describing the aggregate
compensation paid by each Fund for each Fund's most recently completed fiscal
year and by the Fund Complex for the calendar year ended December 31, 2002 to
each of the nominees for his/her services:


               COMPENSATION PAID TO INDEPENDENT DIRECTOR NOMINEES




                                                                                                         TOTAL 2002
                                                                   PENSION OR                           COMPENSATION
                                                              RETIREMENT BENEFITS      ESTIMATED        FROM FUND AND
NAME OF INDEPENDENT                AGGREGATE COMPENSATION      ACCRUED AS PART OF   ANNUAL BENEFITS   FUND COMPLEX PAID
DIRECTOR NOMINEE, POSITION(1)          FROM EACH FUND            FUND EXPENSES      UPON RETIREMENT      TO NOMINEES
- -----------------------------   ----------------------------  --------------------  ---------------  -------------------

David E. A. Carson              None                                  None               None        None

Robert E. La Blanc -- Director  CAT: $3,209                           None               None        $137,250 (20/77)(3)
                                Special Money: $1,400
                                PILP: $4,175
                                Core: $7,271

Douglas H. McCorkindale(2) --   Global Total Return: $1,300           None               None        $115,000 (18/77)(3)
 Director

Stephen P. Munn -- Director     Global Total Return: $1,300           None               None        $118,000 (23/72)(3)

Richard A. Redeker --           Global Total Return: $1,300           None               None        $120,500 (23/72)(3)
 Director

Robin B. Smith(2) -- Director   CAT: $3,169                           None               None        $120,500 (26/69)(3)
                                Special Money: $1,421
                                PILP: $4,409
                                Core: $6,580
                                Global Total Return: $1,300

Stephen Stoneburn -- Director   CAT $3,221                            None               None        $120,250 (18/75)(3)
                                Special Money: $1,417
                                PILP: $4,292
                                Core: $7,212

Clay T. Whitehead -- Director   CAT: $3,167                           None               None        $196,750 (32/94)(3)
                                Special Money: $1,400
                                PILP: $4,175
                                Core: $6,713
                                Global Total Return: $1,300



- ------------------------
(1) Interested Directors do not receive any compensation from the Funds or the
    Fund Complex.

(2) Although the last column shows the total amount paid to Directors from the
    Fund Complex during the calendar year ended December 31, 2002, such
    compensation was deferred at the election of the Directors, in total or in
    part, under the Funds' deferred fee agreements. Including accrued interest
    and the selected Prudential Fund's rate of return on amounts deferred
    through December 31, 2002, the total amount of compensation for the year
    amounted to $138,574, $58,669, $134,555, $164,629 and $67,374 for
    Messrs. Dorsey, McCorkindale, McDonald, Mooney, and Ms. Smith, respectively.


(3) Indicates number of funds/portfolios in Fund Complex (including Fund) to
    which aggregate compensation relates. The Fund Complex consists of 45 funds
    and 117 portfolios.



    If elected, the directors will hold office generally without limit except
that (a) any director may resign; (b) any director may be removed by the holders
of not less than a majority of the Fund's outstanding capital stock entitled to
be cast in the election of directors (or the holders of not less than two-thirds
of the shares of Core); and (c) each Fund's retirement policy generally calls
for the retirement of Directors on December 31 of the year in which they reach
the age of 75. In the event of a vacancy on the Board, the remaining directors
will fill such vacancy by appointing another director, so long as immediately
after such appointment, at least two-thirds of the directors have been elected
by shareholders.


                                       9

    The Board of each Fund, which is currently composed of three Interested
Directors and six Independent Directors, with the exception of Global Total
Return, which has three Interested Directors and ten Independent Directors, met
four times during the twelve months ended December 31, 2002. Each incumbent
director attended each of these meetings, with the exception of Ms. Smith, who
attended three meetings. It is expected that the directors will meet at least
four times a year at regularly scheduled meetings.


    Each Fund has an Audit Committee, which is composed entirely of independent
directors, and normally meets four times a year, or as required, in conjunction
with the meetings of the Board of Directors. Exhibit B sets forth the charter
for each Fund's Audit Committee. Among other things, each Fund's Audit Committee
has the following responsibilities:



    - Recommending to the Board of Directors of each Fund the selection,
      retention or termination, as appropriate, of the independent accountants
      of the Fund.



    - Reviewing the independent accountants' compensation, the proposed terms of
      their engagement, and their independence.



    - Reviewing audited annual financial statementsshareholder proxies, including any adjustments to
      those statements recommended by the independent accountants, and any
      significant issues that arose in connection with the preparation of those
      financial statements.


    - Reviewing changes in accounting policies or practices that had or are
      expected to have a significant impact on the preparation of financial
      statements.


    - Generally acting as a liaison between the independent accountants and the
      Board of Directors.



    For each Fund except Global Total Return, the members of each Fund's Audit
and Nominating Committees are Delayne Dedrick Gold, Robert E. La Blanc,
Robin B. Smith, Stephen Stoneburn, Nancy H. Teeters, and Clay T. Whitehead. For
Global Total Return, the members of the Audit and Nominating Committees are
Saul K. Fenster, Delayne Dedrick Gold, Douglas H. McCorkindale, W. Scott
McDonald, Jr., Thomas T. Mooney, Stephen P. Munn, Richard A. Redeker, Robin B.
Smith, Louis A. Weil, III, and Clay T. Whitehead. During the twelve months ended
December 31, 2002, the Audit Committee of each Fund met four times.



    The firm of PricewaterhouseCoopers LLP (PwC), 1177 Avenue of the Americas,
New York, NY 10036, is the independent public accountant for each Fund. Each
Fund's audit committee recommended, and the Board of each Fund (including a
majority of the Independent Directors) approved, the selection of PwC as the
Fund's independent public accountant for the Fund's current fiscal year.
Representatives of PwC are not expected to be present at the Meetings.


AUDIT FEES


    PwC received the following fees for its services to the Funds in connection
with the audit of each Fund's annual financial statements for each Fund's most
recently completed fiscal year.




FUND                                                          AUDIT FEES
- ----                                                          ----------

CAT
  Liquid Assets Fund........................................    $29,000
  National Money Market Fund................................    $29,000
Core........................................................    $29,000
PILP........................................................    $25,000
Special Money...............................................    $27,000
Global Total Return.........................................    $42,000



                                       10


    PwC billed no fees to the Funds or to PI or any entity controlling,
controlled by or under common control with the Funds that provided services to
the Funds in connection with financial information systems design and
implementation, for each Fund's most recently completed fiscal year.



    The aggregate fees billed by PwC for services rendered to each Fund's
Manager and any entity controlling, controlled by or under common control with
the Funds' Manager that provides services to the Funds, amounted to
approximately $1,485,000 for the calendar year ended December 31, 2002.



    The Audit Committee of each Fund has considered whether the services
described above are compatible with PwC's independence.



    Nominating Committee members confer periodically and hold meetings as
required. The responsibilities of each Fund's Nominating Committee include, but
are not limited to, recommending to the Board the individuals to be nominated to
become Independent Directors. During the twelve months ended December 31, 2002,
no Fund's Nominating Committee met. The Funds do not have compensation
committees. A Fund's Nominating Committee generally will not consider nominees
recommended by shareholders.


    Information about the number of Board and Committee meetings held during the
most recent fiscal year for each Fund is included in Exhibit B. Information
concerning Fund officers is set forth in Exhibit C.

REQUIRED VOTE

    For each Fund, nominees receiving the affirmative vote of a plurality of the
votes cast will be elected, provided a quorum is present.

    EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU
VOTE "FOR" EACH OF THE NOMINEES UNDER PROPOSAL NO. 1.

       TO APPROVE A PROPOSAL TO PERMIT THE MANAGER TO ENTER INTO, OR MAKE
              MATERIAL CHANGES TO, SUBADVISORY AGREEMENTS WITHOUT
                         OBTAINING SHAREHOLDER APPROVAL
                                 PROPOSAL NO. 2

The Board of each Fund has approved, and recommends that shareholders approve,
Proposal No. 2, which would permit PI to enter into subadvisory agreements with
new subadvisers to the Fund and to make material amendments to subadvisory
agreements with existing subadvisers to the Fund, without obtaining shareholder
approval. THIS IS CALLED A "MANAGER-OF-MANAGERS" STRUCTURE AND, IN THE FUTURE,
MAY BE USED TO MANAGE EACH FUND. THIS NEW STRUCTURE WOULD NOT CHANGE THE RATE OF
ADVISORY FEES CHARGED TO A FUND. Information concerning each Fund's current
management arrangements, including a description of the Fund's current
subadvisory agreement, is contained in Proposal No. 3. If shareholders approve
Proposal No. 2 so that shareholder approval of new or amended subadvisory
agreements is no longer required, the Directors of a Fund, including a majority
of the Independent Directors, must continue to approve these agreements annually
in order for them to take effect. On March 4, 2003, the Board of each Fund,
including the Independent Directors, discussed and approved Proposal No. 2 at an
in-person meeting.

    Proposal No. 2 is being submitted to shareholders pursuant to the
requirements of an exemptive order obtained by the Prudential Mutual Funds from
the SEC in September 1996 (the Original Order). The Original Order grants relief
to The Target Portfolio Trust (for which PI acts as a Manager-of-Managers)printing, postage, voting tabulation and other Prudential Mutual Funds from certain provisions of the 1940 Act and
certain rules thereunder. Specifically, the Original Order permits PI to enter
into or amend a subadvisory agreement with a subadviser that is not otherwise an
affiliated person (as defined in the 1940 Act) of PI. Among other things, the
Original Order permits PI to enter into (1) a new subadvisory agreement that is
necessitated

                                       11

due to an "assignment" (as defined in the 1940 Act), (2) an amendment to a
subadvisory agreement, or (3) a new subadvisory agreement substituting a new
subadviser for an old subadviser.

    The Funds plan to apply to the SEC for an amended order permitting them not
to disclose the fee rates paid to specific subadvisers where a Fund employs more
than one subadviser because that may permit PI to hire new subadvisers at lower
fees. There can be no assurance that such an amended order would be granted by
the SEC.

WHY SHAREHOLDER APPROVAL IS BEING SOUGHT

    Section 15 of the 1940 Act makes it unlawful for any person to act as
investment adviser to an investment company, except pursuant to a written
contract that has been approved by shareholders. For purposes of Section 15, the
term "investment adviser" includes any subadviser to an investment company.
Section 15 also requires that an investment advisory agreement provide that it
will terminate automatically upon its assignment.

    In conformity with Section 15 of the 1940 Act, each Fund currently is
required to obtain shareholder approval of subadvisory agreements in the
following situations:

    - (1) the employment of a new subadviser to replace an existing subadviser
      or (2) the allocation of a portion of its assets to an additional
      subadviser;

    - a material change in the terms of a subadvisory agreement; and

    - the continued employment of an existing subadviser on the same terms if
      there has been or is expected to be an assignment of a subadvisory
      agreement as a result of a change of control of the subadviser.

    The 1940 Act does not require shareholder approval for the termination of a
subadvisory agreement if such termination is approved by a Fund's Board,
including its Independent Directors, although shareholders of the Fund may
terminate a subadvisory agreement at any time by a vote of a majority of its
outstanding voting securities, as defined in the 1940 Act.

DISCUSSION

    Under the "Manager-of-Managers" structure, each Fund would continue to
employ PI, subject to the supervision of the Board, to manage or provide for the
management of each Fund. PI could select one or more subadvisers to invest the
assets of each Fund, subject to the review and approval of the Board of the
respective Fund. (Currently, the selection of one or more subadvisers is subject
to the approval of the Fund's shareholders, which is why Proposal No. 2 is being
submitted to shareholders of the Funds.) PI would review each subadviser's
performance on an ongoing basis. PI would continue to be responsible for
communicating performance expectations and evaluations to subadvisers and for
recommending to the Board whether a subadviser's contract should be renewed,
modified or terminated. PI would continue to pay an advisory fee to each
subadviser from each Fund's overall management fee. Each Board believes that
requiring a Fund's shareholders to approve changes in subadvisers and
subadvisory agreements (including continuation of subadvisory agreements that
otherwise would have terminated by virtue of an assignment) not only results in
unnecessary administrativeproxy-related expenses, to the Fund, but also may cause delays in
executing changes that PI and the Board have determined are necessary or
desirable. Each Board believes that these expenses, and the possibility of
delays, may result in shareholders receiving less satisfactory service than
would be the case if Proposal No. 2 is implemented.

    The kind of changes to subadvisory arrangements that could be effected
without further shareholder approval if Proposal No. 2 is approved include:
(1) allocating a portion of a Fund's assets to one or more additional
subadvisers; (2) continuing a subadvisory agreement where a change in control of
the subadviser automatically otherwise causes that agreement to terminate; and
(3) replacing an existing subadviser with a new subadviser when PI and the Board
determine that the new subadviser's investment philosophy and

                                       12

style, past performance, security selection experience and preferences,
personnel, facilities, financial strength, quality of service and client
communication are more consistent with the best interests of the Fund and its
shareholders. Each Board believes that PI can effect the types of subadvisory
changes described above more efficiently, without sacrificing the quality of
service to shareholders, if the Funds were permitted to operate in the manner
described in Proposal No. 2. Each Board further believes that these gains in
efficiency would ultimately benefit each Fund and its shareholders. Shareholders
of many of the funds in the Prudential fund complex approved the same
Manager-of-Managers structure for their funds several years ago.

    Although a Manager-of-Managers structure will be put into place for each
Fund whose shareholders approve Proposal No. 2, the Fund will not employ new
subadvisers pursuant to this structure unless and until PI and the Board
determine that a change in subadvisory arrangements is appropriate. In making
these determinations as to a Fund, PI intends to evaluate rigorously both
affiliated subadvisers and unaffiliated subadvisers according to objective and
disciplined standards.

    Following shareholder approval of Proposal No. 2, PI will continue to be
each Fund's investment manager. Each Board and PI, under the Board's
supervision, will continue to monitor the nature and quality of the services
provided by PIM and may, in the future, recommend additional subadvisers (apart
from PIM) or the reallocation of assets among PIM and other subadvisers. If one
or more new subadvisers are added to a Fund, PI will be responsible for
determining the allocation of assets among the subadvisers and will have the
flexibility to increase the allocation to any one subadviser to as much as 100%
and decrease the allocation to any one subadviser to as little as 0%, subject to
Board approval. The Manager-of-Managers structure that each Board is asking
shareholders to approve will give the Boards and PI the flexibility to appoint
additional subadvisers without shareholder approval, but it is possible that no
new subadvisers will be added.

    If Proposal No. 2 is approved by a Fund's shareholders, those shareholders
no longer would be entitled to approve the selection of a new subadviser or a
material amendment to an existing subadvisory agreement. Instead, shareholders,
within 90 days of the change, would receive an information statement containing
substantially all of the information about the subadviser and the subadvisory
agreement that would otherwise be contained in a proxy statement. The
information statement would include disclosure as to the level of fees to be
paid to PI and each subadviser (unless the SEC permits information as to the
rate of fees to be paid to subadvisers not to be disclosed) and would disclose
subadviser changes or changes in subadvisory agreements.

    Each Board and PI have concluded that, through the information statement and
adherence to the conditions outlined below, shareholders of each Fund would
receive adequate disclosure about any new subadvisers or material amendments to
subadvisory agreements. Whether or not Proposal No. 2 is approved, amendments to
the Management Agreement between PI and each Fund would remain subject to the
shareholder and Board approval requirements of Section 15 of the 1940 Act and
related proxy disclosure requirements. Moreover, although PI and each Board
already generally may change the rate of fees payable by PI to a subadviser
without shareholder approval, PI and the Board could not increase the rate of
the management fees payable by a Fund to PI or cause the Fund to pay subadvisory
fees directly to a subadviser without first obtaining shareholder approval.

    For these reasons, each Board believes that approval of Proposal No. 2 to
permit PI and the Boards to enter into new subadvisory agreements or make
material changes to existing subadvisory agreements without shareholder approval
is in the best interests of the shareholders of the Funds.

CONDITIONS

    A Fund will not rely on the Original Order to implement the
Manager-of-Managers structure until all of the conditions set forth below have
been met.

                                       13

    The following are conditions for relief under the Original Order:

        1.  PI will provide general management and administrative services to a
    Fund, including overall supervisory responsibility for the general
    management and investment of the Fund's securities portfolio, and, subject
    to review and approval by the Board, will (a) set the Fund's overall
    investment strategies; (b) select subadvisers; (c) monitor and evaluate the
    performance of subadvisers; (d) allocate and, when appropriate, reallocate
    the Fund's assets among its subadvisers in those cases where the Fund has
    more than one subadviser; and (e) implement procedures reasonably designed
    to ensure that the subadvisers comply with the Fund's investment objectives,
    policies, and restrictions.

        2.  Before a Fund may operate in the manner described in Proposal
    No. 2, the Proposal must be approved by a majority of its outstanding voting
    securities, as defined in the 1940 Act, or in the case of a new series of a
    Fund whose public shareholders purchased shares on the basis of a prospectus
    containing the disclosure contemplated by condition 4 below, by the sole
    shareholder before the offering of shares of such series to the public.
    [Approval of Proposal No. 2 would satisfy this condition with respect to a
    Fund.]

        3.  A Fund will furnish to shareholders all of the information about a
    new subadviser or subadvisory agreement that would be included in a proxy
    statement. This information will include any change in the disclosure caused
    by the addition of a new subadviser or any material changes in a subadvisory
    agreement. The Funds will meet this condition by providing shareholders with
    an information statement complying with certain provisions of the Securities
    Exchange Act of 1934, as amended, and the rules promulgated thereunder. With
    respect to a newly retained subadviser, or a change in a subadvisory
    agreement, the information statement will be provided to shareholders of a
    Fund within a maximum of 90 days after the addition of the new subadviser or
    the implementation of any material change in a subadvisory agreement.

        4.  A Fund will disclose in its prospectus the existence, substance and
    effect of the Original Order.

        5.  No Director or officer of a Fund or director or officer of PI will
    own directly or indirectly (other than through a pooled investment vehicle
    that is not controlled by the Director or officer) any interest in any
    subadviser except for (a) ownership of interests in PI or any entity that
    controls, is controlled by or is under common control with PI, or
    (ii) ownership of less than 1% of the outstanding securities of any class of
    equity or debt of a publicly-traded company that is either a subadviser or
    any entity that controls, is controlled by or is under common control with a
    subadviser.

        6.  PI will not enter into a subadvisory agreement with any subadviser
    that is an "affiliated person" (as defined in the 1940 Act) of a Fund or PI
    other than by reason of serving as a subadviser to the Fund (an Affiliated
    Subadviser) without such agreement, including the compensation payable
    thereunder, being approved by the shareholders of the Fund.

        7.  At all times, a majority of the members of the Board of a Fund will
    be persons each of whom is an Independent Director of the Fund and the
    nomination of new or additional Independent Directors will be placed within
    the discretion of the then existing Independent Directors.

        8.  When a subadviser change is proposed for a Fund with an Affiliated
    Subadviser, the Board, including a majority of the Independent Directors,
    will make a separate finding, reflected in the Board's minutes, that such
    change is in the best interests of the Fund and its shareholders and does
    not involve a conflict of interest from which PI or the Affiliated
    Subadviser derives an inappropriate advantage.

MATTERS CONSIDERED BY EACH BOARD

    At Board meetings held on March 4, 2003, each Board, including the
Independent Directors, approved the submission to shareholders of Proposal No. 2
regarding the Manager-of-Managers structure.

                                       14

Prior to the meeting each Director received materials discussing this type of
management structure. At the meeting, each Director attended a comprehensive
presentation on the proposed structure and had the opportunity to ask questions
and request further information in connection with such consideration. Each
Board gave primary consideration to the fact that the rate of the management fee
payable to PI would not change as a result of adopting a Manager-of-Managers
structure and that the new structure would provide the potential for PI to hire
subadvisers and amend subadvisory agreements more efficiently and with less
expense. Each Board also considered that PI had substantial experience in
evaluating investment advisers and that PI would bring that experience to the
task of evaluating the current subadviser for a Fund and any potential new
subadviser. Each Board took into account the fact that PI could not, without the
prior approval of the Board, including a majority of the Independent Directors:
(1) appoint a new subadviser, (2) materially change the allocation of portfolio
assets among subadvisers, or (3) make material amendments to existing
subadvisory agreements. Each Board also took into account the fact that other
funds managed by PI, including most of the funds marketed, distributed and
operated similarly to the Funds, operate within this structure.

REQUIRED VOTE

    For each Fund, approval of this Proposal requires the affirmative vote of a
majority of that Fund's outstanding voting securities, as defined in the 1940
Act.

    EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL NO. 2.

               TO PERMIT AN AMENDMENT TO THE MANAGEMENT CONTRACT
                            BETWEEN PI AND EACH FUND
                                 PROPOSAL NO. 3


    The Board of each Fund, including the Independent Directors, has approved,
and recommends that shareholders of the Funds approve, a proposal to amend the
management agreement between each Fund and PI (the Amended Management
Agreements). Because the material features of each Amended Management Agreement
are substantially similar to each other, we have attached as Exhibit D to this
proxy statement a form of the Amended Management Agreements applicable to each
Fund. If approved at the Meeting, the Amended Management Agreements will
supersede the existing Management Agreements (the Existing Management
Agreements) between each Fund and PI, respectively.


    The Amended Management Agreements are substantially similar to the Existing
Management Agreements except with respect to the provisions relating to the
Manager-of-Managers structure. THE RATE OF ADVISORY FEES PAYABLE BY EACH FUND TO
PI WILL NOT CHANGE. The primary difference is that the Amended Management
Agreements would permit PI, with Board approval, to allocate and reallocate a
Fund's portfolio assets among subadvisers as PI deems appropriate. In addition,
the Amended Management Agreements contain a provision permitting a Fund to
indemnify the Manager in certain instances.

    If the Amended Management Agreement is approved with respect to your Fund,
the Fund's existing subadvisory agreement between PI and PIM (the Existing PIM
Subadvisory Agreement) will be amended to reflect the changes in the Amended
Management Agreement. Therefore, in deciding whether to approve the Amended
Management Agreement, you should consider that by voting for approval of the
Amended Management Agreement with respect to your Fund, you are also voting to
approve amending the existing PIM Subadvisory Agreement in order to permit PI,
with Board approval, to allocate and reallocate your Fund's portfolio assets to
and from PIM from 0% to 100% of your Fund's portfolio assets and to clarify that
PIM's subadvisory fee will be based on the portfolio assets that it manages.
EACH AMENDED PIM SUBADVISORY AGREEMENT WILL OTHERWISE BE SIMILAR IN ALL OTHER
MATERIAL RESPECTS AS THE EXISTING PIM SUBADVISORY AGREEMENT, except as

                                       15

to the date of the Agreement. The Board of each Fund, including the Independent
Directors, has approved amending the existing PIM Subadvisory Agreement for each
Fund. Because the material features of each Amended PIM Subadvisory Agreement
are substantially similar to each other, we have attached as Exhibit E to this
proxy statement a form of the Amended PIM Subadvisory Agreement applicable to
all of the Funds. If the Amended Agreement is approved at the Meeting as to a
Fund, the Amended PIM Subadvisory Agreement will supersede the Existing PIM
Subadvisory Agreement between PI and PIM as to that Fund.

EXISTING PIM SUBADVISORY AGREEMENTS

    The Existing PIM Subadvisory Agreements provide that PIM will furnish
investment advisory services in connection with the management of the Funds. In
connection with those services, PIM is obligated to keep certain books and
records of the Funds. Pursuant to the Existing Agreements, as well as under the
Amended Agreements, PI continues to have responsibility for all investment
advisory services.

    The table below lists the compensation paid by PI to PIM under the Existing
PIM Subadvisory Agreements for the last fiscal year of each Fund, as well as the
date of that Agreement and the date on which that Agreement was last submitted
to shareholders for approval. Each such Agreement was most recently continued by
the Board on May 22, 2002.



                                                   EXISTING PIM   DATE SUBADVISORY
                                                   SUBADVISORY       AGREEMENT         FEE PAID TO PIM
                                                    AGREEMENT       SUBMITTED TO     (% OF AVERAGE DAILY
FUND                                                   DATE         SHAREHOLDERS         NET ASSETS)
- ----                                               ------------   ----------------   -------------------

CAT
  Liquid Assets Fund.............................   12/12/97         12/11/97                .0350%
  National Money Market Fund.....................   12/12/97         12/11/97                .1950%
Special Money....................................    3/1/91           9/11/90                .2500%
PILP.............................................    7/31/89         11/29/88                .1000%
Core.............................................    6/1/99           5/25/99                  N/A
Global Total Return..............................    1/1/00           12/6/95                .3750%




    The table beginning on page 23 lists the fees paid to PI by each Fund. The
table below sets forth the total fees paid by PI to PIM for each Fund during its
most recent fiscal year:




                                                              FISCAL YEAR   FEE RECEIVED
FUND                                                             ENDED         BY PIM
- ----                                                          -----------   ------------

CAT
  Liquid Assets Fund........................................    9-30-02     $   177,890
  National Money Market Fund................................    9-30-02         683,254
Special Money...............................................    6-30-02         622,909
PILP........................................................    3-31-02       4,198,144
Core*.......................................................    1-31-03         --
Global Total Return.........................................   12-31-02     $   848,866



- ------------------------

*   PI reimburses PIM for its direct costs, excluding profit and overhead,
    incurred by PIM in furnishing services to PI.

                                       16

    PIM currently advises the following mutual funds with investment objectives
and policies similar to those of the Funds:


                                                         TOTAL NET
                                                        ASSETS AS OF
FUND                                                      12-31-02               FEE
- ----                                                    ------------   ------------------------

Prudential Government Securities Trust--Money Market
  Series..............................................  $605,901,084        .40% of 1% to
                                                                             $1 billion
                                                                        .375% to $1.5 billion
                                                                       .35% over $1.5 billion
Prudential Short-Term Bond Fund, Inc--Prudential
  Short-Term Corporate Bond Fund......................  $227,340,586             .40%


    The table below lists the name and principal occupation of the principal
executive officers and each director of PIM. The address of each person, unless
otherwise noted, is Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102.


NAME                               POSITION WITH PIM                 PRINCIPAL OCCUPATIONS
- ----                       ----------------------------------  ---------------------------------

John R. Strangfeld.......  Chairman of the Board, President,   Vice Chairman of Prudential
                           Chief Executive Officer and         Financial, Inc. (Prudential);
                           Director                            Chairman, Director and CEO of
                                                               Prudential Securities Group;
                                                               Director and President of
                                                               Prudential Asset Management
                                                               Holding Company; Director of
                                                               Jennison Associates LLC;
                                                               Executive Vice President of The
                                                               Prudential Insurance Company of
                                                               America.

Bernard Winograd.........  Director, President and CEO         Senior Vice President of The
                                                               Prudential Insurance Company of
                                                               America; Director of Jennison
                                                               Associates LLC; Director and Vice
                                                               President of Prudential Asset
                                                               Management Holding Company

Matthew J. Chanin .......  Director and Senior Vice President  Director and President of
Gateway Center Four                                            Prudential Equity
100 Mulberry St.                                               Investors, Inc.; Chairman,
Newark, NJ 07102                                               Director and President of
                                                               Prudential Private Placement
                                                               Investors, Inc.

Dennis M. Kass ..........  Director and Vice President         Chairman, Director and CEO of
466 Lexington Ave.                                             Jennison Associates LLC; Director
18th floor                                                     of Prudential Trust Company
New York, NY 10017

Philip N. Russo..........  Director                            Director of Jennison Associates
                                                               LLC; Executive Vice President,
                                                               Chief Financial Officer and
                                                               Treasurer, PI

James J. Sullivan .......  Director, Vice President and        Chairman, Director, President and
Gateway Center Two         Managing Director                   CEO of Prudential Trust Company;
100 Mulberry St.                                               Director and President of The
Newark, NJ 07102                                               Prudential Asset Management
                                                               Company, Inc.


                                       17


    As discussed above, if a Fund's shareholders approve this Proposal, the
relevant Existing Management Agreement would be amended to provide that PI may
reallocate Fund assets upon Board approval only and without further shareholder
approval. This would mean, for example, that a Fund that has allocated 100% of
its assets to one subadviser would be able to change the allocation to 50% to
one subadviser and 50% to a second subadviser with Board approval but without
seeking shareholder approval. (The Fund's Board could appoint the second
unaffiliated subadviser with shareholder approval or, if Proposal No. 2 is
approved, by Board action alone.) Alternatively, a Fund that has allocated 50%
of its assets to subadviser #1 and 50% to subadviser #2 would be able to change
the allocation to 75% of assets to subadviser #1 and 25% to subadviser #2
without seeking shareholder approval.


    Reallocations may result in additional costs since sales of securities may
result in higher portfolio turnover. Also, because each subadviser selects
portfolio securities independently, it is possible that a security held by one
portfolio segment of a Fund may also be held by the other portfolio segment of
that Fund or that the two subadvisers may simultaneously favor the same
industry. PI will monitor each Fund's overall portfolio to ensure that any such
overlaps do not create an unintended industry concentration or result in a
violation of a Fund's diversification requirements. In addition, if one
subadviser of a Fund buys a security at the same time that another Fund
subadviser sells it, the net position of the Fund in the security may be
approximately the same as it would have been with an undivided portfolio and no
such sale and purchase, but the Fund will have incurred additional costs. PI
will consider these costs in determining the allocation of assets. PI will
consider the timing of reallocation based upon the best interests of a Fund and
its shareholders. To maintain a Fund's federal income tax status as a regulated
investment company, PI also may have to sell securities on a periodic basis and
the Fund could realize capital gains that would not have otherwise occurred.

    Below we provide additional information about the Amended Management
Agreements and the Existing Management Agreements.

EXISTING MANAGEMENT AGREEMENTS

    The Funds are currently managed under Existing Management Agreements with
PI, dated as shown in the following table.

    The following table shows the date that each Fund's Existing Management
Agreement was most recently renewed by its Board, including a majority of the
Independent Directors, and the date that each Existing Management Agreement was
last approved by a vote of the Fund's shareholders.



                                                                   DATE AGREEMENT      DATE AGREEMENT
                                                                   MOST RECENTLY       MOST RECENTLY
                                                    DATE OF           RENEWED          SUBMITTED FOR
FUND                                           AGREEMENT WITH PI      BY BOARD      SHAREHOLDER APPROVAL
- ----                                           -----------------   --------------   --------------------

CAT
  Liquid Assets Fund.........................     12/12/97            5-22-02            12/11/97
  National Money Market Fund.................     12/12/97            5-22-02            12/11/97
Special Money................................      3/1/91             5-22-02            9/11/90
PILP.........................................      7/31/89            5-22-02            11/29/88
Core.........................................      6/1/99             5-22-02            5/25/99
Global Total Return..........................      1/15/96            5-22-02            12/6/95



    PI serves as manager to the Funds and to almost all of the other investment
companies that comprise the Prudential Mutual Funds. PI is organized in New York
as a limited liability company. As of December 31, 2002, PI managed and/or
administered open-end and closed-end management investment companies with assets
of approximately $86.1 billion.

                                       18

    PI is a wholly-owned subsidiary of PIFM Holdco, Inc., which is a
wholly-owned subsidiary of Prudential Asset Management Holding Company (PAMHCO),
which is a wholly-owned subsidiary of Prudential Financial, Inc. The address of
PI, PIFM HoldCo, Inc. and PAMHCO is Gateway Center Three, 100 Mulberry Street,
Newark, NJ 07102. The address of Prudential Financial, Inc. is 751 Broad Street,
Newark, NJ 07102.

    The table below lists the name and principal occupations of the principal
executive officers of PI. The address of each person is Gateway Center Three,
100 Mulberry Street, Newark, NJ 07102-4077.



NAME                                            POSITION AND PRINCIPAL OCCUPATIONS
- ----                               ------------------------------------------------------------

Judy A. Rice.....................  Officer-In-Charge, President, Chief Executive Officer and
                                   Chief Operating Officer, PI
Robert F. Gunia .................  Executive Vice President and Chief Administrative Officer,
                                   PI; Vice President, The Prudential Insurance Company of
                                   America; President, Prudential Investment Management
                                   Services LLC (PIMS)
William V. Healey................  Executive Vice President, Chief Legal Officer and Secretary,
                                   PI; Vice President and Associate General Counsel, The
                                   Prudential Insurance Company of America; Senior Vice
                                   President, Chief Legal Officer and Secretary, PIMS
Kevin B. Osborn..................  Executive Vice President, PI
Philip N. Russo..................  Executive Vice President, Chief Financial Officer and
                                   Treasurer, PI; Director of Jennison Associates LLC
Lynn M. Waldvogel................  Executive Vice President, PI



    For its services, PI was paid as compensation the following amounts during
each Fund's most recent fiscal year:



                                                FISCAL YEAR   TOTAL MANAGEMENT FEES AS %   MANAGEMENT
FUND                                               ENDED        OF AVERAGE NET ASSETS       FEES PAID
- ----                                            -----------   --------------------------   -----------

CAT
  Liquid Assets Fund..........................    9-30-02                 .06%             $   325,000
  National Money Market Fund..................    9-30-02                 .39%               1,366,508
Special Money.................................    6-30-02                 .50%               1,245,818
PILP*.........................................    3-31-02                 .20%               8,396,288
Core**........................................    1-31-03                 .023%              1,600,000
Global Total Return...........................   12-31-02                 .75%               1,697,732



- ------------------------


*   PI has agreed to waive a portion (.05% of the fund's average daily net
    assets) of its management fee, which waiver amounted to $2,099,072 for the
    year ended March 31, 2002.


**  PI is reimbursed for its costs and expenses incurred in managing the Fund's
    investment operations and administering its business affairs.

                           AMOUNTS PAID TO AFFILIATES

THE DISTRIBUTOR

    PIMS, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey
07102-4077, acts as the distributor of the shares of the Funds. PIMS is a
subsidiary of Prudential. Pursuant to distribution and service plans adopted
under Rule 12b-1 under the 1940 Act, the Funds bear the expense of distribution
and service (12b-1) fees paid to PIMS with respect to their respective Class A,
Class B and Class C shares. For

                                       19

their most recently completed fiscal years, PIMS received distribution and
service fees from the Funds as follows.



                                                           Class B    Class C
                                  FISCAL       CLASS A      12b-1      12b-1
FUND                            YEAR ENDED   12b-1 Fees      Fees       Fees
- ----                            ----------   -----------   --------   --------

CAT
  Liquid Assets Fund..........     9-30-02       --          --         --
  National Money Market Fund..     9-30-02   $   350,386     --         --
Special Money.................     6-30-02         2,597     --         --
PILP..........................     3-31-02       562,566     --         --
Core..........................     1-31-03       --          --         --
Global Total Return...........    12-31-02       532,070   $74,608     $5,558



    PIMS also receives front-end sales charges resulting from the sales of
Class A and Class C shares. From these fees, PIMS pays sales charges to
affiliated broker-dealers, who in turn pay commissions to salespersons and incur
other distribution costs. PIMS has advised the Funds that it received the
following front-end sales charges during the Funds' most recently completed
fiscal years, as indicated above.



                                                     CLASS A         CLASS C
FUND                                              SALES CHARGES   SALES CHARGES
- ----                                              -------------   -------------

CAT
  Liquid Assets Fund............................      --             --
  National Money Market Fund....................      --             --
Special Money...................................      --             --
PILP............................................      --             --
Core............................................      --             --
Global Total Return.............................     $16,900          $300



    PIMS also received approximately the following contingent deferred sales
charges (CDSCs) imposed on certain redemptions by certain Class B and Class C
shareholders of the Funds for their most recently completed fiscal years, as
indicated above.



                                                         CLASS B    CLASS C
FUND                                                      CDSCS      CDSCS
- ----                                                     --------   --------

CAT
  Liquid Assets Fund...................................    --         --
  National Money Market Fund...........................    --         --
Special Money..........................................    --         --
PILP...................................................    --         --
Core...................................................    --         --
Global Total Return....................................  $16,900      $200



                                       20

THE TRANSFER AGENT

    The Funds' transfer agent, Prudential Mutual Fund Services LLC (PMFS), 194
Wood Avenue South, Iselin, New Jersey 08830, is a wholly-owned subsidiary of PI.
PMFS received approximately the following fees for its services to the Funds for
each Fund's most recently completed fiscal year, as indicated above.



                                                              TRANSFER AGENT
FUND                                                               FEES
- ----                                                          --------------

CAT
  Liquid Assets Fund........................................   $   418,300
  National Money Market Fund................................       229,000
Special Money...............................................       228,000
PILP........................................................       240,000
Core........................................................       100,000
Global Total Return.........................................       403,800



COMMISSIONS PAID TO PRUDENTIAL SECURITIES INCORPORATED

    Prudential Securities Incorporated (PSI), One Seaport Plaza, New York, New
York 10292, is a wholly-owned subsidiary of Prudential Financial, Inc. None of
the Funds paid any commissions to PSI during each Fund's most recently completed
fiscal year.

AMENDED MANAGEMENT AGREEMENTS

    Pursuant to the Existing Management Agreements, PI, subject to the
supervision of the Funds' Boards, and in conformity with the investment policies
and restrictions of the Funds, manages both the investment operations of the
Funds and the composition of the Funds' portfolios, including the purchase,
retention, disposition and loan of securities or other assets. Under the Amended
Management Agreements, PI may delegate the subadvisory function to one or more
than one subadviser. As discussed in Proposal No. 2 above, PI would like the
ability to manage in a "Manager-of-Managers" style in which PI would, among
other things, (i) continually evaluate the performance of the subadvisers to
each Fund through qualitative and quantitative analysis and consultations with
each subadviser, (ii) periodically make recommendations to the Fund's Board as
to whether the contract with one or more subadvisers should be renewed, modified
or terminated and (iii) periodically report to the Fund's Board regarding the
results of its evaluation and monitoring functions. Under the Amended Management
Agreements, PI must keep certain books and records of each Fund. PI also would
administer each Fund's business affairs and furnish appropriate office
facilities, together with ordinary clerical and bookkeeping services that are
not furnished by the Funds' custodian and PMFS, the Funds' transfer and dividend
disbursing agent. Officers and employees of PI serve as officers and Directors
of the Funds without compensation.


    A model Amended Management Agreement under which PI would provide management
services to the Funds is attached as Exhibit D to this proxy statement. In
brief, the Amended Management Agreement provides that:


    - PI will administer a Fund's business affairs and supervise the Fund's
      investments. Subject to Board approval, PI may select and employ one or
      more subadvisers for a Fund, who will have primary responsibility for
      determining what investments the Fund will purchase, retain and sell;

    - Subject to Board approval, PI may reallocate a Fund's assets among
      subadvisers;

    - PI (or a subadviser, acting under PI's supervision) will select brokers to
      effect trades for a Fund, and may pay a higher commission to a broker that
      provides bona fide research services;

    - PI will pay the salaries and expenses of any employee or officer of a Fund
      (other than the fees and expenses of the Fund's Independent Directors).
      Otherwise, the Fund pays its own expenses; and

                                       21

    - For each Fund, PI will be paid at the same advisory fee rate as is
      currently charged to each such Fund under the Existing Management
      Agreements; and

    - Each Fund will indemnify PI for all liabilities, costs and expenses
      incurred by PI in any action or proceeding arising out of the performance
      of its duties under the Amended Management Agreement. But PI will not be
      indemnified for any liability to the Fund or its shareholders to which it
      would otherwise be subject due to gross negligence in or reckless
      disregard of its duties under the Amended Management Agreement.

MATTERS CONSIDERED BY THE BOARD


    The proposal to present the Amended Management Agreements to shareholders
was approved by the Board of each Fund, including the Independent Directors, on
March 4, 2003. The Board Members received materials relating to the Amended
Management Agreements in advance of the meeting at which these Agreements were
considered, and had the opportunity to ask questions and request further
information in connection with such consideration. The Board gave primary
consideration to the fact that the rate of fees will not change and that the
terms of the Amended Management Agreements were substantially similar to the
Existing Management Agreements, except that, under the Amended Management
Agreements, PI would be able to allocate Fund assets among subadvisers, subject
to Board approval. Each Board also considered a number of other factors,
including the fact that authorizing PI to change subadvisers without shareholder
approval would permit the Funds to change subadvisers in the future without
incurring the expense and delay of a shareholder vote. The Board also gave
weight to the fact that it was beneficial to conform the advisory structure of
the Funds to the advisory structure already in place for other Prudential Mutual
Funds. After consideration of all these factors, each Board concluded that
adopting Proposal No. 3 is reasonable, fair and in the best interests of each
Fund and its shareholders.


REQUIRED VOTE

    For each Fund, approval of this Proposal requires the affirmative vote of a
majority of that Fund's outstanding voting securities, as defined in the 1940
Act.

    EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL NO. 3.

                  TO APPROVE CHANGES TO FUNDAMENTAL INVESTMENT
                           RESTRICTIONS AND POLICIES

                                 PROPOSAL NO. 4

THIS PROPOSAL APPLIES TO ALL FUNDS, EXCEPT AS DESCRIBED BELOW.

BACKGROUND

    The Board of each Fund has approved, and recommends that shareholders of
each Fund approve, the amendment of certain fundamental investment restrictions
and policies of each Fund.

    Each Fund has adopted fundamental investment restrictions and policies
regarding the management of the Fund's investments. The designation of these
restrictions and policies as "fundamental" means that they cannot be changed
without shareholder approval. You are being asked to approve changes to your
Fund's fundamental investment restrictions and policies in order to:
(a) provide the Fund's Manager and subadviser(s) with additional flexibility to
pursue the Fund's investment objective; (b) allow the Fund to implement certain
investment programs that may help the Fund to achieve economies of scale by
participating in transactions with other Prudential Mutual Funds, such as joint
investment in affiliated investment companies and an inter-fund lending program;
and (c) eliminate investment restrictions that

                                       22

were imposed by state regulators that are no longer required or that were
imposed years ago, but do not support the Manager's and subadviser(s)' strategy
to pursue your Fund's investment objective.


    RISKS:  The proposed fundamental investment limitations are intended to
provide each Fund's Manager and subadviser(s) with flexibility in pursuing each
Fund's investment objective to respond to future investment opportunities, as
well as to clarify existing fundamental restrictions or to provide uniformity
among the Funds' policies. Generally, however, the proposed changes are not
expected to modify the way each Fund is currently managed. Certain specific
risks associated with each proposed fundamental investment limitation are
described below, however, the Manager does not anticipate that the proposed
changes, individually or in the aggregate, will materially change either the
level or nature of risk associated with investing in each Fund. If adopted, each
Fund will interpret the new restrictions in light of existing and future
exemptive orders, SEC releases, no-action letters or similar relief or
interpretations.


    The Funds have similar, although not identical, fundamental investment
restrictions. Some of the differences are due to the Funds' different investment
objectives. Other differences are due to historical evolution. PI would like to
realign the Funds' limits by establishing uniform fundamental investment
restrictions, while achieving the goals described above. Consistency among the
Funds' fundamental investment restrictions should also facilitate the management
of the Funds since it will be easier for the Funds' Manager and subadviser(s) to
monitor compliance issues relating to the Funds if they have uniform investment
restrictions.

    The 1940 Act requires a mutual fund to disclose, in its registration
statement, its policy with respect to each of the following:

    - diversification

    - issuing senior securities

    - borrowing money, including the purpose for which the proceeds will be used

    - underwriting securities of other issuers

    - concentrating investments in a particular industry or group of industries

    - purchasing or selling real estate or commodities

    - making loans

    In addition to the above items, a mutual fund is free to designate as
"fundamental" investment policies concerning other investment practices. Each
Fund's Statement of Additional Information currently sets out fundamental
restrictions with respect to, among other things, the specific practices listed
above. As discussed below, the Board of each Fund recommends that some of those
restrictions be amended.

SPECIFIC RECOMMENDATIONS


    The Board of each Fund has approved the adoption of a uniform set of
fundamental investment restrictions. Each Fund's current fundamental investment
restrictions appear in that Fund's Statement of Additional Information. In
addition to variations among the Funds arising from their historical
development, there are also, and will continue to be, differences resulting from
a Fund's investment objective or, with respect to other Funds, its operation as
a non-diversified Fund or its intention to concentrate its investments in a
specific industry or group of industries. The table appearing at the end of this
Proposal provides a list of your Fund's current fundamental investment
restrictions and the proposed revisions to those restrictions.


    The proposed uniform fundamental investment restrictions and policies are as
follows (the information in brackets is explanatory and is not part of the
restrictions):

                                       23

        The following restrictions are fundamental policies. Fundamental
    policies are those that cannot be changed without the approval of the
    holders of a majority of the Fund's outstanding voting securities. The term
    "majority of the Fund's outstanding voting securities" for this purpose
    means the vote of the lesser of (i) 67% or more of the voting shares of the
    Fund represented at a meeting at which more than 50% of the outstanding
    voting shares of the Fund are present in person or represented by proxy, or
    (ii) more than 50% of outstanding voting shares of the Fund.

        The Fund may not:

    (1) Purchase the securities of any issuer if, as a result, the Fund would
       fail to be a diversified company within the meaning of the 1940 Act, and
       the rules and regulations promulgated thereunder, as each may be amended
       from time to time except to the extent that the Fund may be permitted to
       do so by exemptive order, SEC release, no-action letter or similar relief
       or interpretations (collectively, the "1940 Act Laws, Interpretations and
       Exemptions").

    (2) Issue senior securities or borrow money or pledge its assets, except as
       permitted by the 1940 Act Laws, Interpretations and Exemptions. For
       purposes of this restriction, the purchase or sale of securities on a
       when-issued or delayed delivery basis, reverse repurchase agreements,
       dollar rolls, short sales, derivative and hedging transactions such as
       interest rate swap transactions, and collateral arrangements with respect
       thereto, and transactions similar to any of the foregoing and collateral
       arrangements with respect thereto, and obligations of the Fund to
       Directors/Trustees pursuant to deferred compensation arrangements are not
       deemed to be a pledge of assets or the issuance of a senior security.

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

    (4) Buy or sell physical commodities or contracts involving physical
       commodities. The Fund may purchase and sell (i) derivative, hedging and
       similar instruments such as financial futures contracts and options
       thereon, and (ii) securities or instruments backed by, or the return from
       which is linked to, physical commodities or currencies, such as forward
       currency exchange contracts, and the Fund may exercise rights relating to
       such instruments, including the right to enforce security interests and
       to hold physical commodities and contracts involving physical commodities
       acquired as a result of the Fund's ownership of instruments supported or
       secured thereby until they can be liquidated in an orderly manner.

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

    (6) Act as underwriter except to the extent that, in connection with the
       disposition of portfolio securities, it may be deemed to be an
       underwriter under certain federal securities laws.

    (7) The Fund may make loans, including loans of assets of the Fund,
       repurchase agreements, trade claims, loan participations or similar
       investments, or as permitted by the 1940 Act Laws, Interpretations and
       Exemptions. The acquisition of bonds, debentures, other debt securities
       or instruments, or participations or other interests therein and
       investments in government obligations, commercial paper, certificates of
       deposit, bankers' acceptances or instruments similar to any of the
       foregoing will not be considered the making of a loan, and is permitted
       if consistent with the Fund's investment objective.

                                       24

        [For purposes of Investment Restriction 1 the Fund will currently not
    purchase any security (other than obligations of the U.S. government, its
    agencies or instrumentalities) if as a result, with respect to 75% of the
    Fund's total assets, (i) more than 5% of the Fund's total assets (determined
    at the time of investment) would be invested in securities of a single
    issuer and (ii) the Fund would own more than 10% of the outstanding voting
    securities of any single issuer.

        For purposes of Investment Restriction 5, the Fund relies on The North
    American Industry Classification System published by the Bureau of Economic
    Analysis, U.S. Department of Commerce, in determining industry
    classification. The Fund's reliance on this classification system is not a
    fundamental policy of the Fund and, therefore, can be changed without
    shareholder approval.

        Whenever any fundamental investment policy or investment restriction
    states a maximum percentage of the Fund's assets, it is intended that, if
    the percentage limitation is met at the time the investment is made, a later
    change in percentage resulting from changing total asset values will not be
    considered a violation of such policy. However, if the Fund's asset coverage
    for borrowings permitted by Investment Restriction 2 falls below 300%, the
    Fund will take prompt action to reduce its borrowings, as required by the
    1940 Act Laws, Interpretations and Exemptions.]

PROPOSAL 4(a): FUND DIVERSIFICATION

THIS PROPOSAL APPLIES TO ALL FUNDS EXCEPT GLOBAL TOTAL RETURN.

    The Funds are operated as diversified investment companies under the 1940
Act. In general, this means that, with respect to 75% of the value of a Fund's
total assets, the Fund invests in cash, cash items, obligations of the U.S.
government, its agencies or instrumentalities, securities of other investment
companies and other securities. The "other securities" are subject to the
additional requirement that not more than 5% of total assets will be invested in
the securities of a single issuer and that the Fund will not hold more than 10%
of an issuer's outstanding voting securities.

    The proposed amendment would restrict such a Fund from purchasing the
securities of any issuer if, as a result, the Fund would fail to be a
diversified management company within the meaning of the 1940 Act and the rules
and regulations promulgated thereunder, except to the extent that the Fund may
be permitted to do so by the 1940 Act Laws, Interpretations and Exemptions. The
restriction is accompanied by a note that indicates what the 1940 Act currently
requires for the Fund to be "diversified." The Fund would, however, be free to
amend that note if applicable laws are amended or the Fund receives an exemption
from the requirements imposed by applicable law.

    RECOMMENDATION:  To provide flexibility as laws change or relief is obtained
from the SEC or its Staff, while also requiring these Funds to comply with the
currently applicable definition of a "diversified" investment company, the Board
of each such Fund recommends that shareholders adopt the following as a
fundamental investment restriction:

        The Fund may not:

       Purchase the securities of any issuer if, as a result, the Fund would
       fail to be a diversified company within the meaning of the 1940 Act, and
       the rules and regulations promulgated thereunder, as each may be amended
       from time to time, except to the extent that the Fund may be permitted to
       do so by exemptive order, SEC release, no-action letter or similar relief
       or interpretations (collectively, the "1940 Act Laws, Interpretations and
       Exemptions").

The following note accompanies this investment restriction:

       For purposes of Investment Restriction 1, the Fund will currently not
       purchase any security (other than obligations of the U.S. government, its
       agencies or instrumentalities) if as a result, with respect to 75% of the
       Fund's total assets, (i) more than 5% of the Fund's total assets
       (determined

                                       25

       at the time of investment) would be invested in securities of a single
       issuer and (ii) the Fund would own more than 10% of the outstanding
       voting securities of any single issuer.

PROPOSAL 4(b): ISSUING SENIOR SECURITIES, BORROWING MONEY OR PLEDGING ASSETS

    The Funds are permitted to borrow money and pledge assets to secure such
borrowings. However, the amount that may be borrowed, the purposes for which
borrowings may be made, and the amount of securities that may be pledged vary.

    The proposed amendment would allow each Fund to borrow money and pledge its
assets to secure such borrowings to the extent permitted by the 1940 Act Laws,
Interpretations and Exemptions. The restriction is accompanied by a note stating
that if asset coverage for a borrowing falls below 300%, the Fund will take
prompt action to reduce its borrowings. This note is to reflect the current
requirement that the Fund limit borrowing to one-third of its total assets.
However, a Fund would be free to amend its borrowing limitations if applicable
law changes or the Fund receives an exemption from the requirements imposed by
applicable law. None of the Funds currently has pending or currently proposes to
file a request for exemptive relief to permit it to borrow with an asset
coverage ratio of less than 300%. Moreover, there can be no assurance that the
SEC Staff would grant exemptive or similar relief if requested.

    Keep in mind that borrowing money and pledging assets are not integral parts
of your Fund's investment program. Under the proposed investment restriction,
the Fund could borrow money for temporary, extraordinary or emergency purposes
or for the clearance of transactions and to take advantage of investment
opportunities. In addition, under the proposed investment restriction, the Fund
would not be precluded from lending to and borrowing from other Prudential
Mutual Funds if the SEC staff grants exemptive relief which would permit
borrowing and lending between the Funds and the Funds adopt such an inter-fund
lending program. If the Fund obtains such relief, the borrowing Fund may be able
to reduce the cost of borrowing money and the lending Fund may be able to
generate interest income.

    RISKS:  If a Fund borrows money to invest in securities and the investment
performance of the additional securities purchased fails to cover their cost
(including any interest paid on the money borrowed), the net asset value of the
Fund's shares will decrease faster than would otherwise be the case. This is the
speculative factor known as "leverage." In order to reduce the risk presented by
leverage, each of the Funds intends to not purchase portfolio securities when
borrowings exceed 5% of the value of its total assets. This policy may be
changed by the Directors.

    If the Fund's asset coverage should decline as a result of market
fluctuations or other reasons, the Fund may be required to sell portfolio
securities to reduce the debt and restore the 300% asset coverage, even though
it may be disadvantageous from an investment standpoint to sell securities at
that time.


    The purchase and sale of securities on a when-issued or delayed delivery
basis, reverse repurchase agreements, dollar rolls, short sales, derivative and
hedging transactions such as interest rate swap transactions and similar
transactions and arrangements involve costs and risks. For example, the Fund
must pay the lender interest on the security it borrows, and the Fund will lose
money if the price of the security increases between the time of the short sale
and the date when the Fund replaces the borrowed security.


    RECOMMENDATION:  To provide flexibility as laws change or relief may be
obtained from the SEC or its Staff, while also requiring the Fund to comply with
currently applicable restrictions on issuing senior securities, borrowing money
and pledging assets, the Board of each Fund recommends that shareholders adopt
the following as a fundamental investment restriction:

        The Fund may not:

       Issue senior securities or borrow money or pledge its assets, except as
       permitted by the 1940 Act Laws, Interpretations and Exemptions. For
       purposes of this restriction, the purchase or sale of securities on a
       when-issued or delayed delivery basis, reverse repurchase agreements,
       dollar rolls,

                                       26

       short sales, derivative and hedging transactions such as interest rate
       swap transactions, and collateral arrangements with respect thereto, and
       transactions similar to any of the foregoing, and collateral arrangements
       with respect thereto, and obligations of the Fund to Directors/Trustees
       pursuant to deferred compensation arrangements are not deemed to be a
       pledge of assets or the issuance of a senior security.

The following note accompanies this investment restriction:

       If the Fund's asset coverage for borrowings permitted by Investment
       Restriction 2, above, falls below 300%, the Fund will take prompt action
       to reduce its borrowings, as required by the 1940 Act Laws,
       Interpretations and Exemptions.

PROPOSAL 4(c): BUYING AND SELLING REAL ESTATE

    None of the Funds is permitted to buy or sell real estate. However, the
Funds are permitted to invest in the securities of companies that invest in real
estate or to invest in mortgage-backed securities, mortgage participations or
other instruments supported by interests in real estate.

    The proposed investment restriction confirms that each Fund may not buy or
sell real estate. The restriction also clarifies that each Fund may make
investments in securities that are real estate-related, as described in the
restriction. In addition, the amended investment restriction allows a Fund that
holds real estate due to the enforcement of rights under an agreement or a
security interest (not through a purchase of the real estate) to hold the real
estate until it can be sold in an orderly manner.

    RISKS:  The performance of real estate-related securities depends upon the
strength of the real estate market and property management. Thus, investment
performance can be affected by national and regional economic conditions, as
well as other factors. These factors can have a more pronounced impact on
performance than investments in other securities.

    RECOMMENDATION:  To clarify the Fund's investment restriction with respect
to investments in real estate and real estate-related securities, the Board of
each Fund recommends that shareholders adopt the following as a fundamental
investment restriction:

        The Fund may not:

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

PROPOSAL 4(d): BUYING AND SELLING COMMODITIES AND COMMODITY CONTRACTS

    None of the Funds is permitted to buy or sell commodities or commodity
contracts. The Funds are permitted to invest in financial futures contracts,
options on financial futures contracts and forward currency exchange contracts,
and in the securities of companies that sponsor mineral exploration or
development programs, which are not viewed as commodity contracts for purposes
of the fundamental restriction.

    The proposed investment restriction confirms that each Fund may not buy or
sell commodities or commodity contracts. The restriction also clarifies that a
Fund's investment in financial futures contracts, options on financial futures
contracts and forward currency exchange contracts is not subject to the
restriction applicable to commodity contracts and similar types of instruments.
If your Fund intends to utilize financial futures contracts, options on
financial futures contracts or formal currency exchange contracts, a description
of these instruments will appear in the Fund's Prospectus or Statement of
Additional Information.

                                       27

    If the proposed investment restriction is approved as to a Fund, that Fund's
restriction, if any, prohibiting the Fund from investing in interests in oil,
gas or other mineral exploration or development programs, will be eliminated.

    RISKS:  Financial futures contracts, options on financial futures contracts
and similar types of instruments and forward currency exchange contracts may be
used by a Fund as a hedging device or, in some circumstances, for speculation.
Due to imperfect correlation between the price of futures contracts and
movements in a currency or a group of currencies, the price of a futures
contract may move more or less than the price of the currency or currencies
being hedged. The use of these instruments will hedge only the currency risks
associated with investments in foreign securities, not market risk. In the case
of futures contracts on a securities indices or a security, the correlation
between the price of the futures contract and the movement of the index or
security may not be perfect. Therefore, even correct forecast of currency rates,
market trends or international political trends by your Fund's investment
adviser does not assume a successful hedging transaction.

    In addition, a Fund's ability to establish and close out positions in
futures contracts and options on futures contracts will be subject to the
development and maintenance of liquid markets. There is no assurance that a
liquid market on an exchange will exist for any futures contract or option on a
particular futures contract. If no liquid market exists for a particular futures
contract or option on a futures contract in which a Fund invests, it will not be
possible to effect a closing transaction in that contract or to do so at a
satisfactory price and the Fund would have to either make or take delivery under
the futures contract or, in the case of a written option, wait to sell the
underlying securities until the option expires or is exercised or, in the case
of a purchased option, exercise the option.

    Successful use of futures contracts, options on futures contracts and
forward currency exchange contracts and similar types of instruments by a Fund
is subject to the ability of an investment adviser to predict correctly
movements in the direction of interest and foreign currency rates and markets
generally. If the investment adviser's expectations are not met, the Fund may be
in a worse position than if the strategy had not been pursued.

    RECOMMENDATION:  In order to clarify and provide uniformity among the Funds'
restrictions applicable to investments in commodities and commodity contracts,
the Board of each Fund recommends that shareholders adopt the following as a
fundamental investment restriction:

        The Fund may not:

       Buy or sell physical commodities or contracts involving physical
       commodities. The Fund may purchase and sell (i) derivative, hedging and
       similar instruments such as financial futures contracts and options
       thereon, and (ii) securities or instruments backed by, or the return from
       which is linked to, physical commodities or currencies, such as forward
       currency exchange contracts, and the Fund may exercise rights relating to
       such instruments, including the right to enforce security interests and
       to hold physical commodities and contracts involving physical commodities
       acquired as a result of the Fund's ownership of instruments supported or
       secured thereby until they can be liquidated in an orderly manner.

PROPOSAL 4(e): FUND CONCENTRATION


    All of the Funds invest their portfolios to avoid "concentration" in a
particular industry or group of industries. The 1940 Act requires that a mutual
fund recite in its registration statement its policy regarding concentration. If
a Fund has a policy not to "concentrate", this means that, except for temporary
defensive purposes, less than 25% of the Fund's net assets will be invested in
the securities of issuers in the same industry. This limitation does not apply
to securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities.


                                       28

    The proposed amendment is not intended to change a Fund's policy regarding
concentration, but to provide uniformity in disclosure of the policy among the
Funds and the other Prudential Mutual Funds having a policy not to concentrate
their investments.

    RISKS:  Although the Funds do not concentrate their investment in a
particular industry or group of industries, they may, for temporary defensive
purposes, do so. If this occurs, a Fund would, on a temporary basis, be subject
to risks that may be unique or pronounced relating to a particular industry or
group of industries. These risks could include greater sensitivity to
inflationary pressures or supply and demand for a particular product or service.

    RECOMMENDATION:  The Board of each Fund recommends that shareholders adopt
the following as a fundamental investment restriction:

        The Fund may not:

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

PROPOSAL 4(f): MAKING LOANS

    The Funds currently lend money and assets in limited situations. The Funds
may, for example, purchase certain debt securities of governments, corporate
issuers or banks, as described in each Fund's current registration statement and
the proposed investment restriction.

    Each Fund also may engage in repurchase agreement transactions, where the
Fund purchases securities from a broker or bank with an agreement by the seller
to repurchase the securities at an agreed upon price at an agreed upon time.
These transactions allow the Fund to invest its cash to generate income, usually
on a short-term basis, while maintaining liquidity to honor its redemption
obligations. Generating portfolio income through investment in repurchase
agreements is not an integral part of your Fund's investment program. A Fund
would engage in these transactions primarily to keep its cash fully invested,
but available to meet redemption requests.

    The Funds have established a securities lending program where they use a
securities lending agent to locate institutions that, on a temporary basis, seek
to hold certain securities that are owned by a Fund. In these transactions, a
Fund transfers its ownership interest in a security with the right to receive
income from the borrower and the right to have the security returned to the Fund
on short notice, for example, to enable the Fund to vote the securities.
Securities lending allows a Fund to generate income on portfolio securities to
enhance the Fund's returns.

    In recognition of the fact that the Funds do make loans of assets, the
revised investment policy is intended to eliminate the current investment
restriction. The new disclosure more accurately describes the Funds' lending
activities and plans to make loans of assets in the future. The new policy would
not prevent a Fund's purchase of debt securities, including investments in
government securities, corporate debt securities and certain bank obligations.
The new policy would permit the Funds to lend money to the other Prudential
Mutual Funds, as explained in Proposal 4(b). The new investment policy would
also allow a Fund to engage in repurchase agreement transactions and securities
lending without these activities being deemed prohibited loans.

    RISKS:  Where a Fund engages in securities lending, it assumes a risk that a
borrower fails to maintain the required amount of collateral. The Fund or its
lending agent would be required to pursue the borrower for any excess
replacement cost over the value of the collateral. As with any extensions of
credit, there are risks of delay in recovery and in some cases loss of rights in
the collateral if the borrower of the securities

                                       29

fails financially. To mitigate these risks, each Fund's investment adviser makes
loans of portfolio securities only to firms determined to be creditworthy.

    In repurchase agreement transactions, a seller of a security agrees to
repurchase that security from a Fund at a mutually agreed-upon time and price.
The repurchase price is in excess of the purchase price, reflecting an
agreed-upon rate of return effective for the period of time the Fund's money is
invested in the transaction. If a seller fails to repurchase securities as
required by its agreement with the Fund and the value of the collateral securing
the repurchase agreement declines, the Fund may lose money. To address this
risk, each Fund's investment adviser enters into repurchase agreements only with
firms determined to be creditworthy.

    RECOMMENDATION:  In order to provide uniformity among the Funds' policies
applicable to making loans, including allowing the Funds to implement their
securities lending program as described above, the Board of each Fund recommends
that shareholders adopt the following as a fundamental investment policy:

       The Fund may make loans, including loans of assets of the Fund,
       repurchase agreements, trade claims, loan participations or similar
       investments, or as permitted by the 1940 Act Laws, Interpretations and
       Exemptions. The acquisition of bonds, debentures, other debt securities
       or instruments, or participations or other interests therein and
       investments in government obligations, commercial paper, certificates of
       deposit, bankers' acceptances or instruments similar to any of the
       foregoing is not considered the making of a loan, and is permitted if
       consistent with the Fund's investment objective.

PROPOSAL 4(g): OTHER INVESTMENT RESTRICTIONS

    Certain Funds have adopted additional fundamental investment restrictions
which were required to be designated as fundamental by state securities laws.
These state securities laws have since been repealed or are otherwise no longer
applicable to these Funds.


    To provide maximum flexibility in managing the Funds and uniformity in the
restrictions applicable to these Funds, the Board of each such Fund proposes
that all investment restrictions and policies of each such Fund, apart from its
investment objective and other than those listed in Proposals No. 4(a) through
4(f), and each Fund's current fundamental restriction on underwriting, be
designated as non-fundamental or be eliminated. The specific investment
restrictions and policies affected by Proposal No. 4 are identified in the table
below. If shareholders of a Fund approve Proposal No. 4(g), all of the Fund's
investment restrictions and policies (apart from its investment objective, those
restrictions listed in Proposals No. 4(a) through 4(f) and each Fund's current
fundamental restriction on underwriting) will be non-fundamental or eliminated
as indicated in the table below. If shareholders of a Fund reject Proposal
No. 4(g), the Fund's additional current fundamental investment restrictions will
remain fundamental.


    If designated non-fundamental, such investment restriction or policy could
be changed by the Board of Directors without shareholder approval, although
shareholders would be informed of any material change to any non-fundamental
restriction or policy prior to the implementation of the change. There is no
current intention to change the investment restrictions of each such Fund that
will be designated non-fundamental apart from the restrictions relating to
investing in other investment companies, as described below.

    Currently, under the 1940 Act, a Fund may invest in securites of other
investment companies subject to certain limitations. The Funds have obtained an
exemptive order from the SEC that allows each Fund greater flexibility to invest
in securities of other investment companies -- up to 25% of each Fund's assets
in shares of affiliated mutual funds. Such investment would be made to
facilitate your Fund's investment of its cash and short-term investments. The
ability to invest in an affiliated mutual fund should allow each Fund to reduce
the administrative burdens and costs associated with investing in money market

                                       30

instruments and short-term debt securities. Each Fund would be permitted to
invest in an affiliated mutual fund only if the investment is consistent with
the Fund's investment objective and strategy. If shareholders approve the
designation of a Fund's investment in mutual funds as a non-fundamental
investment restriction, we anticipate that such Fund's Board will amend the
investment restriction to implement the cash management strategy permitted by
the SEC relief.


                       PROPOSED AMENDMENTS TO FUNDAMENTAL
                      INVESTMENT RESTRICTIONS AND POLICIES



    The following chart compares each Fund's fundamental investment restrictions
and policies as they currently exist to the proposed amended provisions.




CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

CASH ACCUMULATION TRUST -- LIQUID ASSETS
FUND

PURCHASING SECURITIES ON MARGIN                    The restriction will be eliminated.
The Fund may not: Purchase securities on
margin (but the Fund may obtain short-term
credits as may be necessary for the
clearance of transactions); provided that
the deposit or payment by the Fund of
initial or maintenance margin in connection
with futures or options is not considered
the purchase of a security on margin.

SHORT SALES OF SECURITIES                          The restriction will be eliminated.
The Fund may not: Make short sales of
securities or maintain a short position.

ISSUING SENIOR SECURITIES, BORROWING MONEY         The Fund may not: Issue senior securities or
OR PLEDGING ASSETS                                 borrow money or pledge its assets, except as
The Fund may not: Issue senior securities,         permitted by the Investment Company Act of
borrow money or pledge its assets, except          1940, and the rules and regulations
that the Fund may borrow from banks up to          promulgated thereunder, as each may be
33 1/3% of the value of its total assets           amended from time to time except to the
(calculated when the loan is made) for             extent that the Fund may be permitted to do
temporary, extraordinary or emergency              so by exemptive order, SEC release,
purposes or for the clearance of                   no-action letter or similar relief or
transactions and may pledge up to 33 1/3% of       interpretations (collectively, the "1940 Act
the value of its total assets to secure such       Laws, Interpretations and Exemptions"). For
borrowings. The Fund will not purchase             purposes of this restriction, the purchase
portfolio securities if its borrowings             or sale of securities on a when-issued or
exceed 5% of the Fund's net assets. The            delayed delivery basis, reverse repurchase
purchase or sale of securities on a                agreements, dollar rolls, short sales,
"when-issued" or delayed delivery basis, the       derivative and hedging transactions such as
entry into reverse repurchase agreements,          interest rate swap transactions, and
the purchase and sale of financial futures         collateral arrangements with respect
contracts and collateral arrangements              thereto, and transactions similar to any of
relating thereto and with respect to the           the foregoing, and collateral arrangements
writing of options and obligations of the          with respect thereto, and obligations of the
Trust pursuant to deferred compensation            Fund to [Directors/Trustees] pursuant to
arrangements are not deemed to be a pledge         deferred compensation arrangements are not
of assets and such arrangements are not            deemed to be a pledge of assets or the
deemed to be the issuance of a senior              issuance of a senior security.
security.



                                       31

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

PURCHASING SECURITIES OF A SINGLE ISSUER           The Fund may not: Purchase the securities of
The Fund may not: Purchase any security            any issuer if, as a result, the Fund would
(other than obligations of the U.S.                fail to be a diversified company within the
Government, its agencies or                        meaning of the 1940 Act Laws,
instrumentalities) if as a result, with            Interpretations and Exemptions.
respect to 75% of the value of the Fund's
total assets, more than 5% of the value of
the Fund's total assets would be invested in
the securities of a single issuer.
The Fund may not: Purchase more than 10% of
the outstanding voting securities of any one
issuer.

PURCHASING SECURITIES OF A SINGLE INDUSTRY         The Fund may not: Purchase any security if
The Fund may not: Purchase any securities          as a result 25% or more of the Fund's total
(other than obligations of the U.S.                assets would be invested in the securities
Government, its agencies and                       of issuers having their principal business
instrumentalities) if, as a result, 25% or         activities in the same industry, except for
more of the value of the Fund's total assets       temporary defensive purposes, and except
(determined at the time of investment) would       that this limitation does not apply to
be invested in the securities of one or more       securities issued or guaranteed by the U.S.
issuers conducting their principal business        government, its agencies or
activities in the same industry, provided          instrumentalities.
that there is no limitation with respect to
money market instruments of domestic banks.
For purposes of this exception, domestic
banks shall include all banks which are
organized under the laws of the United
States or a state (as defined in the 1940
Act), U.S. branches of foreign banks that
are subject to the same regulations as U.S.
banks and foreign branches of domestic
banks.

BUYING OR SELLING REAL ESTATE OR INTERESTS         The Fund may not: Buy or sell real estate,
IN REAL ESTATE                                     except that investment in securities of
The Fund may not: Buy or sell real estate or       issuers that invest in real estate and
interests in real estate, except that the          investments in mortgage-backed securities,
Fund may purchase and sell securities which        mortgage participations or other instruments
are secured by real estate, securities of          supported or secured by interests in real
companies which invest or deal in real             estate are not subject to this limitation,
estate and publicly traded securities of           and except that the Fund may exercise rights
real estate investment trusts.                     relating to such securities, including the
                                                   right to enforce security interests and to
                                                   hold real estate acquired by reason of such
                                                   enforcement until that real estate can be
                                                   liquidated in an orderly manner.

BUYING OR SELLING COMMODITIES OR COMMODITY         The Fund may not: Buy or sell physical
CONTRACTS                                          commodities or contracts involving physical
The Fund may not: Buy or sell commodities or       commodities. The Fund may purchase and sell
commodity contracts, except that the Fund          (i) derivative, hedging and similar
may purchase and sell futures contracts and        instruments such as financial futures and
options thereon.                                   options thereon, and (ii) securities or
                                                   instruments backed by, or the return from
                                                   which is linked to, physical



                                       32

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

                                                   commodities or currencies, such as forward
                                                   currency exchange contracts, and the Fund
                                                   may exercise rights relating to such
                                                   instruments, including the right to enforce
                                                   security interests and to hold physical
                                                   commodities and contracts involving physical
                                                   commodities acquired as a result of the
                                                   Fund's ownership of instruments supported or
                                                   secured thereby until they can be liquidated
                                                   in an orderly manner.

ACTING AS AN UNDERWRITER                           No change.
The Fund may not: Act as underwriter except
to the extent that, in connection with the
disposition of portfolio securities, it may
be deemed to be an underwriter under certain
federal securities laws.

INVESTING TO EXERCISE CONTROL OR MANAGEMENT        This restriction will not change, but will
The Fund may not: Make investments for the         become non-fundamental.
purpose of exercising control or management.

INVESTING IN SECURITIES OF OTHER INVESTMENT        This restriction will become
COMPANIES                                          non-fundamental, and is expected to be
The Fund may not: Invest in securities of          changed by the Board.
other non-affiliated investment companies,
except by purchases in the open market
involving only customary brokerage
commissions and as a result of which the
Fund will not hold more than 3% of the
outstanding voting securities of any one
investment company, will not have invested
more than 5% of its total assets in any one
investment company and will not have
invested more than 10% of its total assets
(determined at the time of investment) in
such securities of one or more investment
companies, or except as part of a merger,
consolidation or other acquisition.

MAKING LOANS                                       The Fund may make loans, including loans of
The Fund may not: Make loans, except through       assets of the Fund, repurchase agreements,
(a) repurchase agreements and (b) loans of         trade claims, loan participations or similar
portfolio securities (limited to 33 1/3% of        investments, or as permitted by the 1940 Act
the value of the Fund's total assets.              Laws, Interpretations and Exemptions. The
                                                   acquisition of bonds, debentures, other debt
                                                   securities or instruments, or participations
                                                   or other interests therein and investments
                                                   in government obligations, commercial paper,
                                                   certificates of deposit, bankers'
                                                   acceptances or instruments similar to any of
                                                   the foregoing will not be considered the
                                                   making of a loan, and is permitted if
                                                   consistent with the Fund's investment
                                                   objective.



                                       33

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

CASH ACCUMULATION TRUST -- NATIONAL MONEY
MARKET FUND

SHORT SALES OF SECURITIES AND PURCHASING           The restrictions will be eliminated.
SECURITIES ON MARGIN
The Fund may not: Make short sales of
securities, maintain a short position or
purchase securities on margin, except that
the Fund may obtain short-term credits as
necessary for the clearance of security
transactions.

ISSUING SENIOR SECURITIES, BORROWING MONEY         The Fund may not: Issue senior securities or
OR PLEDGING ASSETS                                 borrow money or pledge its assets, except as
The Fund may not: Borrow money except for          permitted by the Investment Company Act of
temporary or emergency purposes and then           1940, and the rules and regulations
only in an amount not exceeding 10% of its         promulgated thereunder, as each may be
total assets taken at cost; provided,              amended from time to time except to the
however, that the Fund may loan its                extent that the Fund may be permitted to do
securities as described in the Prospectus          so by exemptive order, SEC release,
and this SAI under the caption "Description        no-action letter or similar relief or
of the Funds, Their Investments and                interpretations (collectively, the "1940 Act
Risks -- Lending of Securities." However,          Laws, Interpretations and Exemptions"). For
the Fund will not borrow if the value of the       purposes of this restriction, the purchase
Fund's assets would be less than 300% of its       or sale of securities on a when-issued or
borrowing obligations. In addition, when           delayed delivery basis, reverse repurchase
borrowings (other than permissible                 agreements, dollar rolls, short sales,
securities loans) exceed 5% of its total           derivative and hedging transactions such as
assets, the Fund will not purchase                 interest rate swap transactions, and
additional portfolio securities. Permissible       collateral arrangements with respect
borrowings will be entered into solely for         thereto, and transactions similar to any of
the purpose of facilitating the orderly sale       the foregoing, and collateral arrangements
of portfolio securities to accommodate             with respect thereto, and obligations of the
redemption requests.                               Fund to [Directors/Trustees] pursuant to
                                                   deferred compensation arrangements are not
The Fund may not: Pledge, mortgage or              deemed to be a pledge of assets or the
hypothecate more than 10% of its net assets        issuance of a senior security.
taken at cost at the time of the incurrence
of such borrowings.

PURCHASING SECURITIES OF A SINGLE ISSUER           The Fund may not: Purchase the securities of
The Fund may not: Purchase any security if,        any issuer if, as a result, the Fund would
as a result, more than 5% of its total             fail to be a diversified company within the
assets (based on current value) would then         meaning of the Investment Company Act of
be invested in the securities of a single          1940, and the rules and regulations
issuer, except that the Fund may invest up         promulgated thereunder, as each may be
to 15% of its total net assets (based on           amended from time to time, except to the
current value) in the obligations of any one       extent that the Fund may be permitted to do
bank. This limitation does not apply to U.S.       so by exemptive order, SEC release, no-
Government securities.                             action letter or similar relief or
                                                   interpretations (collectively, the "1940 Act
                                                   Laws, Interpretations and Exemptions").

PURCHASING SECURITIES OF A SINGLE INDUSTRY         The Fund may not: Purchase any security if
The Fund may not: Invest more than 25% of          as a result 25% or more of the Fund's total
its total assets in any one industry. This         assets would be invested in the securities
restriction                                        of issuers



                                       34

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

does not apply to U.S. Government Securities       having their principal business activities
or to bank obligations. For purposes of this       in the same industry, except for temporary
restriction, telephone, gas and electric           defensive purposes, and except that this
public utilities are each regarded as              limitation does not apply to securities
separate industries and finance companies          issued or guaranteed by the U.S. government,
whose financing activities are related             its agencies or instrumentalities.
primarily to the activities of their parent
companies are classified in the industry of
their parents.

BUYING OR SELLING REAL ESTATE OR INTERESTS         The Fund may not: Buy or sell real estate,
IN REAL ESTATE, BUYING OR SELLING                  except that investment in securities of
COMMODITIES OR COMMODITY CONTRACTS                 issuers that invest in real estate and
The Fund may not: Buy or sell oil, gas or          investments in mortgage-backed securities,
other mineral leases, rights or royalty            mortgage participations or other instruments
contracts, commodities or commodity                supported or secured by interests in real
contracts or real estate. This restriction         estate are not subject to this limitation,
does not prevent the Fund from purchasing          and except that the Fund may exercise rights
the securities of companies investing in           relating to such securities, including the
real estate or of companies which are not          right to enforce security interests and to
principally engaged in the business of             hold real estate acquired by reason of such
buying or selling such leases, rights or           enforcement until that real estate can be
contracts nor does it prevent the Fund from        liquidated in an orderly manner.
purchasing securities secured by real estate
or interests therein.                              The Fund may not: Buy or sell physical
                                                   commodities or contracts involving physical
                                                   commodities. The Fund may purchase and sell
                                                   (i) derivative, hedging and similar
                                                   instruments such as financial futures and
                                                   options thereon, and (ii) securities or
                                                   instruments backed by, or the return from
                                                   which is linked to, physical commodities or
                                                   currencies, such as forward currency
                                                   exchange contracts, and the Fund may
                                                   exercise rights relating to such
                                                   instruments, including the right to enforce
                                                   security interests and to hold physical
                                                   commodities and contracts involving physical
                                                   commodities acquired as a result of the
                                                   Fund's ownership of instruments supported or
                                                   secured thereby until they can be liquidated
                                                   in an orderly manner.

                                                   The remainder of the restriction is
                                                   eliminated.

INVESTING TO EXERCISE CONTROL OR MANAGEMENT        The restriction will not change, but will
The Fund may not: Purchase voting securities       become non-fundamental.
or make investments for the purpose of
exercising control or management.

ACTING AS AN UNDERWRITER                           No change.
The Fund may not: Act as an underwriter of
securities of other issuers except that, in
the disposition of portfolio securities, it
may be deemed to be an underwriter under the
federal securities laws.



                                       35

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

INVESTING IN SECURITIES OF OTHER INVESTMENT        This restriction will become
COMPANIES                                          non-fundamental, and is expected to be
The Fund may not: Invest in securities of          changed by the Board.
other investment companies, except by
purchases in the open market involving only
customary brokers' commissions, or in
connection with a merger, consolidation,
reorganization or similar transactions. For
the purposes of this restriction, foreign
banks or their agents and subsidiaries are
not considered investment companies. (Under
the 1940 Act no registered investment
company may (a) invest more than 10% of its
total assets (taken at current value) in
securities of other investment companies,
(b) own securities of any one investment
company having a value in excess of 5% of
its total assets (taken at current value),
or (c) own more than 3% of the outstanding
voting stock of any one investment company).

MAKING LOANS                                       The Fund may make loans, including loans of
The Fund may not: Make loans, except that          assets of the Fund, repurchase agreements,
the Fund may purchase or hold debt                 trade claims, loan participations or similar
instruments in accordance with its                 investments, or as permitted by the 1940 Act
investment objective and policies. This            Laws, Interpretations and Exemptions. The
restriction does not apply to repurchase           acquisition of bonds, debentures, other debt
agreements or loans of portfolio securities.       securities or instruments, or participations
                                                   or other interests therein and investments
                                                   in government obligations, commercial paper,
                                                   certificates of deposit, bankers'
                                                   acceptances or instruments similar to any of
                                                   the foregoing will not be considered the
                                                   making of a loan, and is permitted if
                                                   consistent with the Fund's investment
                                                   objective.

The Fund may not: Purchase securities of any       This restriction will not change, but will
company which has (with predecessor                become non-fundamental.
businesses and entities) a record of less
than three years' continuous operation or
purchase securities whose source of
repayment is based, directly or indirectly,
on the credit of such a company if as a
result more than 5% of the total assets of
the Fund (taken at current value) would be
invested in such securities; provided,
however, that the Fund may purchase U.S.
Government Securities without regard to this
limitation.

The Fund may not: Participate on a joint or        This restriction will not change, but will
joint and several basis in any trading             become non-fundamental.
account in securities. (The "bunching" of
orders for the purchase or sale of portfolio
securities with other accounts managed by
the Manager or the



                                       36

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

Sub-Advisor to reduce acquisition costs, to
average prices among them, or to facilitate
such transactions, is not considered
participating in a trading account in
securities).

The Fund may not: Purchase or retain               This restriction will be eliminated.
securities of an issuer if, to the knowledge
of the Trust, any officers, trustees and
directors of the Trust or any investment
adviser of the Trust, who individually own
beneficially more than 1/2 of 1% of the
shares or securities of that issuer, own in
the aggregate more than 5% of such shares or
securities.

The Fund may not: Purchase any illiquid            This restriction will not change, but will
security, including any securities whose           become non-fundamental.
disposition is restricted under federal
securities laws and securities that are not
readily marketable, if, as a result, more
than 10% of the Fund's total assets (based
on current value) would then be invested in
such securities. The staff of the Commission
is presently of the view that repurchase
agreements maturing in more than seven days
are subject to this restriction. Until that
position is revised, modified or rescinded,
the Fund will conduct its operations in a
manner consistent with this view.

The Fund may not: Write or purchase puts,          This restriction will not change, but will
calls, warrants, straddles, spreads or             become non-fundamental.
combinations thereof except that, as
described above under "Firm Commitment
Agreements," the Fund may enter into firm
commitment agreements with respect to
securities otherwise eligible for purchase
by the Fund.

SPECIAL MONEY MARKET FUND, INC.

PURCHASING SECURITIES ON MARGIN                    This restriction will be eliminated.
The Fund may not: Purchase securities on
margin (but the Fund may obtain such short-
term credits as may be necessary for the
clearance of transactions).

SHORT SALES OF SECURITIES                          This restriction will be eliminated.
The Fund may not: Make short sales of
securities or maintain a short position.

ISSUING SENIOR SECURITIES, BORROWING MONEY         The Fund may not: Issue senior securities or
OR PLEDGING ASSETS                                 borrow money or pledge its assets, except as
The Fund may not: Issue senior securities,         permitted by the Investment Company Act of
borrow money or pledge it assets, except           1940, and the rules and regulations
insofar as the Fund may be deemed to have          promulgated thereunder, as each may be
issued a                                           amended from time



                                       37

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

senior security by reason of entering into a       to time except to the extent that the Fund
reverse repurchase agreement and except that       may be permitted to do so by exemptive
the Fund may borrow up to 20% of the value         order, SEC release, no-action letter or
of its total assets (calculated when the           similar relief or interpretations
loan is made) from banks for temporary,            (collectively, the "1940 Act Laws,
extraordinary or emergency purposes or for         Interpretations and Exemptions"). For
the clearance of transactions. The Fund may        purposes of this restriction, the purchase
pledge up to 20% of the value of its total         or sale of securities on a when-issued or
assets to secure such borrowings or reverse        delayed delivery basis, reverse repurchase
repurchase agreements. For purposes of this        agreements, dollar rolls, short sales,
restriction, the purchase or sale of               derivative and hedging transactions such as
securities on a "when-issued" or delayed           interest rate swap transactions, and
delivery basis and obligations of the Fund         collateral arrangements with respect
to Directors pursuant to deferred                  thereto, and transactions similar to any of
compensation arrangements are not deemed to        the foregoing, and collateral arrangements
be the issuance of a senior security and           with respect thereto, and obligations of the
such arrangements are not deemed to be a           Fund to [Directors/Trustees] pursuant to
pledge of assets.                                  deferred compensation arrangements are not
                                                   deemed to be a pledge of assets or the
                                                   issuance of a senior security.

BUYING OR SELLING REAL ESTATE OR INTERESTS         The Fund may not: Buy or sell real estate,
IN REAL ESTATE                                     except that investment in securities of
The Fund may not: Buy or sell real estate or       issuers that invest in real estate and
interests in real estate, except that the          investments in mortgage-backed securities,
Fund may purchase and sell mortgage-backed         mortgage participations or other instruments
securities, securities collateralized by           supported or secured by interests in real
mortgages, securities which are secured by         estate are not subject to this limitation,
real estate, securities of companies which         and except that the Fund may exercise rights
invest or deal in real estate and publicly         relating to such securities, including the
traded securities of real estate investment        right to enforce security interests and to
trusts. The Fund may not purchase interests        hold real estate acquired by reason of such
in real estate limited partnerships which          enforcement until that real estate can be
are not readily marketable.                        liquidated in an orderly manner.

ACTING AS AN UNDERWRITER                           The restriction will not change.
The Fund may not: Act as underwriter except
to the extent that, in connection with the
disposition of portfolio securities, it may
be deemed to be an underwriter under certain
federal securities laws.

INVESTING TO EXERCISE CONTROL OR MANAGEMENT        This restriction will not change, but will
The Fund may not: Make investments for the         become non-fundamental.
purpose of exercising control or management.

INTERESTS IN OIL, GAS AND SIMILAR PROGRAMS         This restriction will be eliminated.
The Fund may not: Invest in interests in
oil, gas or other mineral exploration or
development programs.

MAKING LOANS                                       The Fund may make loans, including loans of
The Fund may not: Make loans to others,            assets of the Fund, repurchase agreements,
except through the purchase of debt                trade claims, loan participations or similar
obligations, repurchase agreements and loans       investments, or as permitted by the
of portfolio                                       permitted by the



                                       38

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

securities limited to 10% of the value of          Investment Company Act of 1940, and the
the Fund's total assets.                           rules and regulations promulgated
                                                   thereunder, as each may be amended from time
                                                   to time except to the extent that the Fund
                                                   may be permitted to do so by exemptive
                                                   order, SEC release, no-action letter or
                                                   similar relief or interpretations
                                                   (collectively, the "1940 Act Laws,
                                                   Interpretations and Exemptions"). The
                                                   acquisition of bonds, debentures, other debt
                                                   securities or instruments, or participations
                                                   or other interests therein and investments
                                                   in government obligations, commercial paper,
                                                   certificates of deposit, bankers'
                                                   acceptances or instruments similar to any of
                                                   the foregoing will not be considered the
                                                   making of a loan, and is permitted if
                                                   consistent with the Fund's investment
                                                   objective

PURCHASING STOCK                                   This restriction will not change, but will
The Fund may not: Purchase common stock or         become non-fundamental.
other voting securities, preferred stock,
warrants or other equity securities, except
as may be permitted by the Fund by
restriction number 13 (below) [relating to
investing in securities of other registered
investment companies].

BUYING OR SELLING COMMODITIES OR COMMODITY         The Fund may not: Buy or sell physical
CONTRACTS                                          commodities or contracts involving physical
The Fund may not: Buy or sell commodities or       commodities. The Fund may purchase and sell
commodity contracts (including futures             (i) derivative, hedging and similar
contracts and options thereon).                    instruments such as financial futures and
                                                   options thereon, and (ii) securities or
                                                   instruments backed by, or the return from
                                                   which is linked to, physical commodities or
                                                   currencies, such as forward currency
                                                   exchange contracts, and the Fund may
                                                   exercise rights relating to such
                                                   instruments, including the right to enforce
                                                   security interests and to hold physical
                                                   commodities and contracts involving physical
                                                   commodities acquired as a result of the
                                                   Fund's ownership of instruments supported or
                                                   secured thereby until they can be liquidated
                                                   in an orderly manner.

PURCHASING SECURITIES OF A SINGLE ISSUER           The Fund may not: Purchase the securities of
The Fund may not: Purchase any security            any issuer if, as a result, the Fund would
(other than obligations of the U.S.                fail to be a diversified company within the
Government, its agencies or                        meaning of the Investment Company Act of
instrumentalities) if as a result with             1940, and the rules and regulations
respect to 75% of the Fund's total assets,         promulgated thereunder, as each may be
more than 5% of the Fund's total assets            amended from time to time, except to the
(determined at the time of investment) would       extent that the Fund may be permitted to do
then be invested in securities of a single         so by the 1940 Act Laws, Interpretations and
issuer.                                            Exemptions.



                                       39

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

PURCHASING SECURITIES OF A SINGLE INDUSTRY         The Fund may not: Purchase any security if
The Fund may not: Purchase any securities          as a result 25% or more of the Fund's total
(other than obligations of the U.S.                assets would be invested in the securities
Government, its agencies and                       of issuers having their principal business
instrumentalities) if as a result 25% or           activities in the same industry, except for
more of the value of the Fund's total assets       temporary defensive purposes, and except
(determined at the time of investment) would       that this limitation does not apply to
be invested in the securities of one or more       securities issued or guaranteed by the U.S.
issuers conducting their principal business        government, its agencies or
activities in the same industry, provided          instrumentalities.
that there is no limitation with respect to
money market instruments of domestic banks,
(including U.S. branches of foreign banks
that are subject to the same regulations as
U.S. banks and foreign branches of domestic
banks (provided that the domestic bank is
unconditionally liable in the event of the
failure of the foreign branch to make
payment on its instruments for any reason).

INVESTING IN SECURITIES OF OTHER INVESTMENT        This restriction will become
COMPANIES                                          non-fundamental, and is expected to be
The Fund may not: Invest in securities of          changed by the Board.
other registered investment companies,
except by purchases in the open market
involving only customary brokerage
commissions and as a result of which not
more than 10% of its total assets
(determined at the time of investment) would
be invested in such securities, or except as
part of a merger, consolidation or other
acquisition.

PRUDENTIAL INSTITUTIONAL LIQUIDITY
PORTFOLIO, INC. -- INSTITUTIONAL MONEY
MARKET SERIES

PURCHASING SECURITIES ON MARGIN                    This restriction will be eliminated.
The Fund may not: Purchase securities on
margin (but the Fund may obtain such short-
term credits as may be necessary for the
clearance of transactions); provided that
the deposit or payment by the Fund of
initial or maintenance margin in connection
with options or futures contracts is not
considered the purchase of a security on
margin.

SHORT SALES                                        This restriction will be eliminated.
The Fund may not: Make short sales of
securities or maintain a short position.

ISSUING SENIOR SECURITIES, BORROWING MONEY         The Fund may not: Issue senior securities or
OR PLEDGING ASSETS                                 borrow money or pledge its assets, except as
The Fund may not: Issue senior securities,         permitted by the Investment Company Act of
borrow money (including through the entry          1940, and the rules and regulations
into                                               promulgated



                                       40

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

reverse repurchase agreement transactions)         thereunder, as each may be amended from time
or pledge its assets, except that the Fund         to time except to the extent that the Fund
may borrow up to 15% of the value of its           may be permitted to do so by exemptive
total assets (calculated when the loan is          order, SEC release, no-action letter or
made) from banks for temporary,                    similar relief or interpretations
extraordinary or emergency purposes and may        (collectively, the "1940 Act Laws,
pledge up to 15% of the value of its total         Interpretations and Exemptions"). For
assets to secure such borrowings. The Fund         purposes of this restriction, the purchase
will not purchase portfolio securities if          or sale of securities on a when-issued or
its borrowings exceed 5% of its net assets.        delayed delivery basis, reverse repurchase
The purchase or sale of securities on a            agreements, dollar rolls, short sales,
"when-issued" or delayed delivery basis, the       derivative and hedging transactions such as
entry into reverse repurchase agreements and       interest rate swap transactions, and
the purchase and sale of financial futures         collateral arrangements with respect
contracts and collateral arrangements with         thereto, and transactions similar to any of
respect thereto are not deemed to be a             the foregoing, and collateral arrangements
pledge of assets and such arrangements are         with respect thereto, and obligations of the
not deemed to be the issuance of a senior          Fund to [Directors/Trustees] pursuant to
security.                                          deferred compensation arrangements are not
                                                   deemed to be a pledge of assets or the
                                                   issuance of a senior security.

PURCHASING SECURITIES OF A SINGLE ISSUER           The Fund may not: Purchase the securities of
The Fund may not: Purchase any security            any issuer if, as a result, the Fund would
(other than obligations of the U.S.                fail to be a diversified company within the
Government, its agencies or                        meaning of the Investment Company Act of
instrumentalities) if, as a result, with           1940, and the rules and regulations
respect to 75% of the value of the Fund's          promulgated thereunder, as each may be
total assets, more than 5% of the value of         amended from time to time, except to the
the Fund's total assets would be invested in       extent that the Fund may be permitted to do
the securities of a single issuer.                 so by the 1940 Act Laws, Interpretations and
                                                   Exemptions.

PURCHASING SECURITIES OF A SINGLE INDUSTRY         The Fund may not: Purchase any security if
The Fund may not: Purchase any securities          as a result 25% or more of the Fund's total
(other than obligations of the U.S.                assets would be invested in the securities
Government, its agencies and                       of issuers having their principal business
instrumentalities) if, as a result, 25% or         activities in the same industry, except for
more of the value of the Fund's total assets       temporary defensive purposes, and except
(determined at the time of investment) would       that this limitation does not apply to
be invested in the securities of one or more       securities issued or guaranteed by the U.S.
issuers conducting their principal business        government, its agencies or
activities in the same industry, provided          instrumentalities.
that there is no limitation with respect to
money market instruments of domestic banks.
For purposes of this exception, domestic
banks shall include all banks which are
organized under the laws of United States or
a state (as defined in the 1940 Act), U.S.
branches of foreign banks that are subject
to the same regulations as U.S. banks and
foreign branches of domestic banks.

BUYING OR SELLING REAL ESTATE OR INTERESTS         The Fund may not: Buy or sell real estate,
IN REAL ESTATE                                     except that investment in securities of
The Fund may not: Buy or sell real estate or       issuers that invest in real estate and
                                                   investments in



                                       41

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

interests in real estate, except that the          mortgage-backed securities, mortgage
Fund may purchase and sell securities which        participations or other instruments
are secured by real estate, securities of          supported or secured by interests in real
companies which invest or deal in real             estate are not subject to this limitation,
estate and publicly traded securities of           and except that the Fund may exercise rights
real estate investment trusts. The Fund may        relating to such securities, including the
not purchase interests in real estate              right to enforce security interests and to
limited partnerships which are not readily         hold real estate acquired by reason of such
marketable.                                        enforcement until that real estate can be
                                                   liquidated in an orderly manner.

ACTING AS AN UNDERWRITER                           The restriction will not change.
The Fund may not: Act as underwriter except
to the extent that, in connection with the
disposition of portfolio securities, it may
be deemed to be an underwriter under certain
federal securities laws.

INVESTING TO EXERCISE CONTROL OR MANAGEMENT        This restriction will not change, but will
The Fund may not: Make investments for the         become non-fundamental.
purpose of exercising control or management.

INVESTING IN SECURITIES OF OTHER INVESTMENT        This restriction will become
COMPANIES                                          non-fundamental, and is expected to be
The Fund may not: Invest in securities of          changed by the Board.
other investment companies, except by
purchases in the open market involving only
customary brokerage commissions and as a
result of which not more than 10% of its
total assets (determined at the time of
investment) would be invested in such
securities, or except as part of a merger,
consolidation or other acquisition.

INTERESTS IN OIL, GAS AND SIMILAR PROGRAMS         This restriction will be eliminated.
The Fund may not: Invest in interests in
oil, gas or other mineral exploration or
development programs, except that the Fund
may invest in the securities of companies
which invest in or sponsor such programs.

MAKING LOANS                                       The Fund may make loans, including loans of
The Fund may not: Make loans, except through       assets of the Fund, repurchase agreements,
(a) repurchase agreements and (b) loans of         trade claims, loan participations or similar
portfolio securities (limited to 15% of the        investments, or as permitted by the 1940 Act
value of the Fund's total assets).                 Laws, Interpretations and Exemptions. The
                                                   acquisition of bonds, debentures, other debt
                                                   securities or instruments, or participations
                                                   or other interests therein and investments
                                                   in government obligations, commercial paper,
                                                   certificates of deposit, bankers'
                                                   acceptances or instruments similar to any of
                                                   the foregoing will not be considered the
                                                   making of a loan, and is



                                       42

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

                                                   permitted if consistent with the Fund's
                                                   investment objective.

PURCHASING STOCK                                   This restriction will not change, but will
The Fund may not: Purchase common stock or         become non-fundamental.
other voting securities, preferred stock,
warrants or other equity securities, except
as may be permitted by restriction number 9
[relating to investing in securities of
other registered investment companies].

The Fund may not: Enter into reverse               This restriction will be eliminated.
repurchase agreements if, as a result
thereof, the Fund's obligations with respect
to reverse repurchase agreements would
exceed 15% of the value of the Fund's total
assets.

BUYING OR SELLING COMMODITIES OR COMMODITY         The Fund may not: Buy or sell physical
CONTRACTS                                          commodities or contracts involving physical
The Fund may not: Purchase or sell                 commodities. The Fund may purchase and sell
commodities or commodity contracts, except         (i) derivative, hedging and similar
that the Fund may purchase and sell futures        instruments such as financial futures and
contracts and options thereon.                     options thereon, and (ii) securities or
                                                   instruments backed by, or the return from
                                                   which is linked to, physical commodities or
                                                   currencies, such as forward currency
                                                   exchange contracts, and the Fund may
                                                   exercise rights relating to such
                                                   instruments, including the right to enforce
                                                   security interests and to hold physical
                                                   commodities and contracts involving physical
                                                   commodities acquired as a result of the
                                                   Fund's ownership of instruments supported or
                                                   secured thereby until they can be liquidated
                                                   in an orderly manner.

PRUDENTIAL CORE INVESTMENT FUND
    SHORT-TERM BOND SERIES
    SHORT-TERM MUNICIPAL BOND SERIES
    NATIONAL MUNICIPAL MONEY MARKET SERIES
    TAXABLE MONEY MARKET SERIES
    GOVERNMENT MONEY MARKET SERIES
    TREASURY MONEY MARKET SERIES

PURCHASING SECURITIES ON MARGIN                    This restriction will be eliminated.
[          Series] may not: Purchase
securities on margin (but the Series may
obtain such short-term credits as may be
necessary for the clearance of
transactions); provided that the deposit or
payment by the Series of initial or
maintenance margin in connection with
options or futures contracts is not
considered the purchase of a security on
margin.



                                       43

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

SHORT SALES OF SECURITIES                          This restriction will be eliminated.
[          Series] may not: Make short sales
of securities or maintain a short position.

ISSUING SENIOR SECURITIES, BORROWING MONEY         [          ] Series may not: Issue senior
OR PLEDGING ASSETS                                 securities or borrow money or pledge its
[          Series] may not: Issue senior           assets, except as permitted by the
securities, borrow money (including through        Investment Company Act of 1940, and the
the entry into reverse repurchase agreement        rules and regulations promulgated
transactions) or pledge its assets, except         thereunder, as each may be amended from time
that the Series may borrow up to 33 1/3% of        to time except to the extent that the Fund
the value of its total assets (calculated          may be permitted to do so by exemptive
when the loan is made) from banks for              order, SEC release, no-action letter or
temporary, extraordinary or emergency              similar relief or interpretations
purposes and may pledge up to 33 1/3% of the       (collectively, the "1940 Act Laws,
value of the Series' total assets to secure        Interpretations and Exemptions"). For
such borrowings. The Series will purchase          purposes of this restriction, the purchase
portfolio securities if its borrowings             or sale of securities on a when- issued or
exceed 5% of the Series' net assets. The           delayed delivery basis, reverse repurchase
purchase or sale of securities on a                agreements, dollar rolls, short sales,
"when-issued" or delayed delivery basis, the       derivative and hedging transactions such as
entry into reverse repurchase agreements and       interest rate swap transactions, and
the purchase and sale of financial futures         collateral arrangements with respect
contracts and collateral arrangements with         thereto, and transactions similar to any of
respect thereto and with respect to the            the foregoing, and collateral arrangements
writing of options and obligations of the          with respect thereto, and obligations of the
Fund to Trustees pursuant to deferred              Series to [Directors/Trustees] pursuant to
compensation arrangements are not deemed to        deferred compensation arrangements are not
be a pledge of assets and such arrangements        deemed to be a pledge of assets or the
are not deemed to be the issuance of a             issuance of a senior security.
senior security.

PURCHASING SECURITIES OF A SINGLE ISSUER           [          ] Series may not: Purchase the
[          Series] may not: Purchase any           securities of any issuer if, as a result,
security (other than obligations of the U.S.       the Series would fail to be a diversified
Government, its agencies or                        company within the meaning of the Investment
instrumentalities) if, as a result, with           Company Act of 1940, and the rules and
respect to 75% of the value of the Series'         regulations promulgated thereunder, as each
total assets, more than 5% of the value of         may be amended from time to time, except to
the Series' total assets would be invested         the extent that the Series may be permitted
in the securities of a single issuer.              to do so by the 1940 Act Laws,
                                                   Interpretations and Exemptions.

PURCHASING SECURITIES OF A SINGLE INDUSTRY         [          ] Series may not: Purchase any
[SHORT-TERM BOND SERIES AND SHORT-TERM             security if as a result 25% or more of the
MUNICIPAL BOND SERIES ONLY]                        Series' total assets would be invested in
[Short-Term Bond Series][Short-Term                the securities of issuers having their
Municipal Bond Series] may not: Purchase any       principal business activities in the same
securities (other than obligations of the          industry, except for temporary defensive
U.S. Government, its agencies and                  purposes, and except that this limitation
instrumentalities) if, as a result, 25% or         does not apply to securities issued or
more of the value of the Series' total             guaranteed by the U.S. government, its
assets (determined at the time of                  agencies or instrumentalities.
investment) would be invested in the
securities of one or more issuers conducting
their principal business



                                       44

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

activities in the same industry, provided
that there is no limitation with respect to
money market instruments of domestic banks.
For purposes of this exception, domestic
banks shall include all banks which are
organized under the laws of United States or
a state (as defined in the 1940 Act), U.S.
branches of foreign banks that are subject
to the same regulations as U.S. banks and
foreign branches of domestic banks.

BUYING OR SELLING REAL ESTATE OR INTERESTS         [          ] Series may not: Buy or sell
IN REAL ESTATE                                     real estate, except that investment in
[          Series] may not: Buy or sell real       securities of issuers that invest in real
estate or interests in real estate, except         estate and investments in mortgage-backed
that the Series may purchase and sell              securities, mortgage participations or other
securities which are secured by real estate,       instruments supported or secured by
securities of companies which invest or deal       interests in real estate are not subject to
in real estate and publicly traded                 this limitation, and except that the Series
securities of real estate investment trusts.       may exercise rights relating to such
                                                   securities, including the right to enforce
                                                   security interests and to hold real estate
                                                   acquired by reason of such enforcement until
                                                   that real estate can be liquidated in an
                                                   orderly manner.

ACTING AS AN UNDERWRITER                           The restriction will not change.
[          Series] may not: Act as
underwriter except to the extent that, in
connection with the disposition of portfolio
securities, it may be deemed to be an
underwriter under certain federal securities
laws.

INVESTING TO EXERCISE CONTROL OR MANAGEMENT        This restriction will not change, but will
[          Series] may not: Make investments       become non-fundamental.
for the purpose of exercising control or
management.

MAKING LOANS                                       [          Series] may make loans, including
[          Series] may not: Make loans,            loans of assets of the Series, repurchase
except through (a) repurchase agreements and       agreements, trade claims, loan
(b) loans of portfolio securities (limited         participations or similar investments, or as
to 33 1/3% of the value of the Series' total       permitted by the 1940 Act Laws,
assets).                                           Interpretations and Exemptions. The
                                                   acquisition of bonds, debentures, other debt
                                                   securities or instruments, or participations
                                                   or other interests therein and investments
                                                   in government obligations, commercial paper,
                                                   certificates of deposit, bankers'
                                                   acceptances or instruments similar to any of
                                                   the foregoing will not be considered the
                                                   making of a loan, and is permitted if
                                                   consistent with the Series' investment
                                                   objective.

BUYING OR SELLING COMMODITIES OR COMMODITY         [          Series] may not: Buy or sell
CONTRACTS                                          physical commodities or contracts involving
                                                   physical



                                       45

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

[          Series] may not: Buy or sell            commodities. The Series may purchase and
commodities or commodity contracts, except         sell (i) derivative, hedging and similar
that the Series may purchase and sell              instruments such as financial futures and
futures contracts and options thereon.             options thereon, and (ii) securities or
                                                   instruments backed by, or the return from
                                                   which is linked to, physical commodities or
                                                   currencies, such as forward currency
                                                   exchange contracts, and the Series may
                                                   exercise rights relating to such
                                                   instruments, including the right to enforce
                                                   security interests and to hold physical
                                                   commodities and contracts involving physical
                                                   commodities acquired as a result of the
                                                   Series' ownership of instruments supported
                                                   or secured thereby until they can be
                                                   liquidated in an orderly manner.

TAX-EXEMPT STATUS [SHORT-TERM MUNICIPAL BOND       This restriction will not change.
SERIES AND NATIONAL MUNICIPAL MONEY MARKET
SERIES ONLY]
The [Short-Term Municipal Bond Series]
[National Municipal Money Market Series]
will, under normal circumstances, invest at
least 80% of its investable assets in bonds
that are exempt from federal income taxes.
However, the interest on such obligations
may be subject to the alternative minimum
tax.

PRUDENTIAL GLOBAL TOTAL RETURN FUND, INC.

PURCHASING SECURITIES ON MARGIN                    This restriction will be eliminated.
The Fund may not: Purchase securities on
margin, except such short-term credits as
may be necessary for the clearance of
transactions; provided that the deposit or
payment by the Fund of initial or
maintenance margin in connection with
futures or options is not considered the
purchase of a security on margin.

SHORT SALES OF SECURITIES                          This restriction will be eliminated.
The Fund may not: Make short sales of
securities or maintain a short position.

ISSUING SENIOR SECURITIES, BORROWING MONEY         The Fund may not: Issue senior securities or
OR PLEDGING ASSETS                                 borrow money or pledge its assets, except as
The Fund may not: Issue senior securities,         permitted by the Investment Company Act of
borrow money or pledge its assets, except          1940 Act, and the rules and regulations
that the Fund may borrow from banks up to          promulgated thereunder, as each may be
20% of the value of its total assets               amended from time to time except to the
(calculated when the loan is made) for             extent that the Fund may be permitted to do
temporary, extraordinary or emergency              so by exemptive order, SEC release,
purposes, for the clearance of transactions        no-action letter or similar relief or
or for investment purposes. The Fund may           interpretations (collectively, the "1940 Act
pledge up to 20% of the value of its total         Laws, Interpretations and Exemptions.") For
assets to secure such borrowings. For              purposes of this restriction,



                                       46

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

purposes of this restriction, the purchase         the purchase or sale of securities on a
or sale of securities on a when-issued or          when- issued or delayed delivery basis,
delayed delivery basis, foreign currency           reverse repurchase agreements, dollar rolls,
forward contracts and collateral                   short sales, derivative and hedging
arrangements relating thereto, and                 transactions, such as interest rate swap
collateral arrangements with respect to            transactions and collateral arrangements
interest rate swap transactions, reverse           thereto, and transactions similar to the
repurchase agreements, dollar roll                 foregoing and collateral arrangements with
transactions, options, futures contracts and       respect thereto, and obligations of the Fund
options thereon and obligations of the Fund        to Directors pursuant to deferred
to Directors pursuant to deferred                  compensation arrangements are not deemed to
compensation arrangements are not deemed to        be a pledge of assets or the issuance of a
be pledge of assets or the issuance of a           senior security.
senior security.

COMMODITIES CONTRACTS                              The Fund may not: Buy or sell physical
The Fund may not: Buy or sell commodities,         commodities or contracts involving physical
commodity contracts, real estate or                commodities. The Fund may purchase and sell
interests in real estate. Transactions in          (i) derivative, hedging and similar
foreign currencies, financial futures              instruments such as financial futures
contracts and forward contracts and any            contracts and options thereon, and
related options thereon are not considered         (ii) securities or instruments backed by, or
by the Fund to be transactions in                  the return from which is linked to, physical
commodities or commodity contracts.                commodities or currencies, such as forward
                                                   currency exchange contracts, and the Fund
                                                   may exercise rights relating to such
                                                   instruments, including the right to enforce
                                                   security interests and to hold physical
                                                   commodities and contracts involving physical
                                                   commodities acquired as a result of the
                                                   Fund's ownership of instruments supported or
                                                   secured thereby until they can be liquidated
                                                   in an orderly manner.
                                                   The Fund may not: Buy or sell real estate,
                                                   except that investment in securities of
                                                   issuers that invest in real estate and
                                                   investments in mortgage-backed securities,
                                                   mortgage participants or other instruments
                                                   supported or secured by interests in real
                                                   estate are not subject to this limitation,
                                                   and except that the Fund may exercise rights
                                                   relating to such securities, including the
                                                   right to enforce security interests and to
                                                   hold real estate acquired by reason of such
                                                   enforcement until that real estate can be
                                                   liquidated in an orderly manner.

MAKING LOANS                                       The Fund may make loans, including loans of
The Fund may not: Make loans, except through       assets of the Fund, repurchase agreements,
(i) repurchase agreements and (ii) the             trade claims, loan participations or similar
purchase of debt obligations and bank              investments, or as permitted by the 1940 Act
deposits.                                          Laws, Interpretations and Exemptions. The
                                                   acquisition of bonds, debenture, other debt
                                                   securities or instruments, or participations
                                                   or other interests



                                       47

CURRENT RESTRICTIONS                                          PROPOSED RESTRICTIONS
- --------------------                               --------------------------------------------

                                                   therein and investments, in government
                                                   obligations, commercial paper, certificates
                                                   of deposit, banker's acceptances or
                                                   instruments similar to any of the foregoing
                                                   will not be considered the making of a loan,
                                                   and is permitted if consistent with the
                                                   Fund's investment objective.

EXERCISING CONTROL                                 This restriction will not change but will
The Fund may not: Make investments for the         become non-fundamental.
purpose of exercising control or management.

ACTING AS AN UNDERWRITER                           No change.
The Fund may not: Act as an underwriter
(except to the extent the Fund may be deemed
to be an underwriter in connection with the
sale of securities in the Fund's investment
portfolio).

FUND CONCENTRATION                                 The Fund may not: Purchase any security if
The Fund may not: Except for securities            as a result 25% or more of the Fund's total
issued or guaranteed by the U.S. government,       assets would be invested in the securities
its agencies or instrumentalities, invest          of issuers having their principal business
25% or more of its total assets at the time        activities in the same industry, except for
of purchase in any one industry or in the          temporary defensive purposes, except that
securities of any central government or            this limitation does not apply to securities
supranational issuer.                              issued or guaranteed by the U.S. government,
                                                   its agencies or instrumentalities.



REQUIRED VOTE


    For each Fund, approval of these Proposals requires the affirmative vote of
a majority of that Fund's outstanding voting securities, as defined in the 1940
Act.


    EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU
VOTE "FOR" PROPOSALS NO. 4(a), 4(b), 4(c), 4(d), 4(e), 4(f) AND 4(g), AS
APPLICABLE.

             TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION
                     OR DECLARATION OF TRUST FOR EACH FUND
                                 PROPOSAL NO. 5


    THIS PROPOSAL APPLIES TO EACH FUND AS DESCRIBED BELOW.


BACKGROUND

    The Board of each Fund has approved, submitted for shareholder approval, and
recommends that shareholders approve, amendments (collectively, the "Charter
Amendments") to each Fund's governing documents, which are either a declaration
of trust or articles of incorporation, as applicable (either, a

                                       48

"Charter"). Each of the Funds is organized and operates under a state Charter
(either Maryland, Massachusetts or Delaware). The chart below identifies the
applicable state Charter for each Fund.



NAME OF FUND                                                  JURISDICTION
- ------------                                                  ------------

Cash Accumulation Trust                                       Massachusetts
Special Money Market Fund, Inc.                               Maryland
Prudential Core Investment Fund                               Delaware
Prudential Global Total Return Fund, Inc.                     Maryland
Prudential Institutional Liquidity Portfolio, Inc.            Maryland



    The Charter Amendments are intended to reflect changes to state laws that
have occurred over the years, to eliminate unnecessary or unduly burdensome
provisions that do not optimally protect the interests of shareholders, to
eliminate potential uncertainty regarding the application of certain state laws
and to achieve consistent Charter provisions for the Funds in each jurisdiction
and, where possible, across jurisdictions. The Board of each Fund believes that
approval of the Charter Amendments is in the best interests of the Fund and its
shareholders, and recommends that shareholders approve the Charter Amendments
for their respective Funds.


    There are certain material differences between the proposed Charter
Amendments for each Fund and each Fund's current Charter. These are summarized
in the tables appearing at the end of this Proposal. The text of the proposed
Charter Amendments is also included in the tables appearing at the end of this
Proposal.


    Set forth below is a detailed analysis of the proposed Charter Amendments:


    1.  Charter Amendments.  Each Charter would be amended to remove any
provisions that require shareholder approval for Charter amendments other than
for those amendments for which shareholder vote is specifically required by the
1940 Act or other law, if any, and to give the Board of Directors or Trustees
the right to amend the Charter without shareholder action to the fullest extent
permitted by law.


       THIS AMENDMENT IS INTENDED TO GIVE EACH FUND MAXIMUM FLEXIBILITY TO
       PERMIT AMENDMENT OF ITS CHARTER BY THE BOARD TO ADDRESS ANY FUTURE
       CIRCUMSTANCES WITHOUT THE NECESSITY OF THE TIME AND EXPENSE OF OBTAINING
       A SHAREHOLDER VOTE UNLESS SUCH VOTE IS REQUIRED BY THE 1940 ACT OR OTHER
       LAW.


       IN ADDITION, EACH MARYLAND FUND CHARTER WOULD BE AMENDED TO SPECIFICALLY
       RESERVE THE FUND'S RIGHT TO ALTER THE "CONTRACT RIGHTS" OF OUTSTANDING
       SHARES, IN ORDER TO CLARIFY THAT THE FUND IS EXEMPT FROM CERTAIN MARYLAND
       APPRAISAL RIGHTS STATUTES. UNDER MARYLAND LAW, A SHAREHOLDER MAY BE
       ENTITLED TO REQUIRE A CORPORATION TO PAY "FAIR VALUE" FOR HER SHARES IF A
       CHARTER AMENDMENT SUBSTANTIALLY ADVERSELY AFFECTS HER RIGHTS AS A
       SHAREHOLDER. WE DO NOT BELIEVE ANY OF THE MARYLAND FUNDS ARE CURRENTLY
       SUBJECT TO SUCH STATUTES, BECAUSE MARYLAND LAW GENERALLY DENIES APPRAISAL
       RIGHTS TO SHAREHOLDERS OF PUBLIC COMPANIES AND OF OPEN-END INVESTMENT
       COMPANIES. HOWEVER, THE BOARD OF DIRECTORS OF EACH MARYLAND FUND HAS
       DETERMINED THAT IT IS IN THE BEST INTEREST OF EACH MARYLAND FUND AND ITS
       SHAREHOLDERS TO REDUCE, TO THE EXTENT POSSIBLE, ANY UNCERTAINTY REGARDING
       THE POTENTIAL APPLICATION OF THE APPRAISAL STATUTES TO THE MARYLAND
       FUNDS. FINALLY, EACH MARYLAND CHARTER WOULD BE AMENDED TO CLARIFY THAT
       THE BOARD OF DIRECTORS, WITHOUT SHAREHOLDER ACTION, CAN INCREASE OR
       DECREASE THE AGGREGATE NUMBER OF SHARES, OR THE NUMBER OF SHARES IN ANY
       CLASS OR SERIES, THAT THE FUND HAS AUTHORITY TO ISSUE. ALTHOUGH WE
       BELIEVE THAT THE MARYLAND FUNDS HAVE THEIR POWER UNDER MARYLAND LAW, THE
       BOARD OF DIRECTORS OF EACH MARYLAND FUND BELIEVES IT IS IN THE BEST
       INTEREST OF EACH MARYLAND FUND TO ELIMINATE ANY POTENTIAL UNCERTAINTY
       REGARDING THIS AUTHORITY.


                                       49

    2.  Redemption Provisions.  Each Massachusetts Fund Charter would be
amended, if necessary, to give the Board of Trustees the authority to redeem
shares for any reason under terms set by the Board of Trustees, including the
failure by a shareholder to provide required information or maintain a minimum
required investment. Any such required redemption would be effected at the
redemption price, and in accordance with the redemption procedures for voluntary
redemptions. The Maryland Fund Charters already provide for redemption rights;
as permitted by state law, these Fund Charters would be amended to allow for
redemptions at net asset value less any redemption fee or other charge as may be
fixed by resolution of the Board. The Delaware Fund Charters already provide for
redemption and will not require amendment.

       THIS AMENDMENT IS INTENDED TO ALLOW EACH MASSACHUSETTS FUND TO BE
       OPERATED MORE EFFICIENTLY BY PERMITTING REDEMPTION AT THE DISCRETION OF
       THE BOARD OF TRUSTEES, AND ALLOCATING REDEMPTION COSTS ONLY TO THE
       AFFECTED SHARES.

In addition, each Maryland Fund Charter would be amended to clarify that a
redemption by such Fund, even if it is of all of the outstanding shares of a
series or class, will not constitute a "liquidation" under Maryland law that
would require a shareholder vote. ABSENT THIS EXPLICIT PROVISION, IT WOULD NOT
ALWAYS BE CLEAR UNDER MARYLAND LAW WHETHER SUCH A VOTE WOULD BE REQUIRED. THIS
UNCERTAINTY COULD CAUSE THE FUND TO INCUR THE COSTS, AND SHAREHOLDERS TO INCUR
THE INCONVENIENCE, OF HOLDING A SHAREHOLDER VOTE TO REDEEM THE SHARES.


    3.  Quorum; Action by Stockholders.  Each Charter would be amended to
provide that a quorum would be one-third of the outstanding shares of a Fund
entitled to be cast at a meeting. In addition, the amendment would clearly
provide that one-third of all votes entitled to be cast on a specific matter
would be sufficient to constitute a quorum for that matter, even if only some of
the outstanding classes or series are entitled to vote on that matter. In
addition, each Massachusetts and Maryland Fund Charter would be amended to
require a plurality vote in the election of Directors or Trustees and would be
amended to require that other matters can be approved by a majority of votes
cast at a meeting at which a quorum is present, subject in all cases to any
higher vote requirements under the 1940 Act or applicable state law.


       THIS AMENDMENT IS INTENDED TO INCREASE THE LIKELIHOOD THAT A QUORUM WILL
       BE PRESENT AT ALL SHAREHOLDER MEETINGS TO AVOID THE TIME AND EXPENSE OF
       CONTINUED SOLICITATION.


    4.  Number of Trustees.  Each Delaware and Massachusetts Charter (or
By-laws) would be amended to provide that the number of Directors or Trustees
would be as determined pursuant to a written instrument or the By-laws, which
generally allow the Directors or Trustees to establish the number, without
setting any maximum. However, if a maximum is required by applicable law, it
would be set at 20 Directors or Trustees.


       THIS AMENDMENT IS INTENDED TO GIVE EACH FUND MAXIMUM FLEXIBILITY WITH
       RESPECT TO THE NUMBER OF TRUSTEES.


    5.  Board Authority to Classify and Reclassify Stock.  Each Massachusetts
Fund Charter would specifically authorize the Board of Directors or Trustees to
classify and reclassify its stock and in the case of the Delaware Charters, to
increase the number of shares available for issuance. Core Fund's Delaware
Charter already contains comparable provisions.


       THIS AMENDMENT IS INTENDED TO GIVE EACH FUND MAXIMUM FLEXIBILITY WITH
       RESPECT TO THE CLASSIFICATION AND ISSUANCE OF SHARES.

    6.  Adjournments.  The By-laws (or Charter) of each Fund would be amended to
clarify that a meeting of shareholders may be adjourned by shareholders holding
a majority of the outstanding shares present and entitled to vote on a proposal
to adjourn whether or not a quorum is present.

       THIS AMENDMENT IS INTENDED TO CLARIFY THE PROCEDURE AND REQUISITE VOTE
       FOR ADJOURNING SHAREHOLDER MEETINGS AND TO AVOID HAVING TO RE-NOTICE THE
       MEETING WITH ITS ATTENDANT TIME AND EXPENSE TO THE FUND.

                                       50

    7.  Derivative Actions.  Each Massachusetts Fund Charter would be amended to
set forth the requirements for the bringing of a derivative action on behalf of
the Fund by a shareholder. Such requirements would include the making of
pre-suit demand upon the Trustees by shareholders who collectively hold at least
10% of the outstanding shares and the consideration of any shareholders'
pre-suit demand by independent Trustees.


       THIS AMENDMENT IS INTENDED TO ALLOW EACH MASSACHUSETTS FUND TO LIMIT
       LITIGATION ON BEHALF OF THE FUND TO THOSE SITUATIONS WHERE IT IS
       SUPPORTED BY SHAREHOLDERS WITH A MATERIAL STAKE IN THE FUND AND TO
       ADDRESS THE NEED FOR THE EVALUATION OF THE MERITS OF A POTENTIAL LAWSUIT
       BY DISINTERESTED TRUSTEES.



    8.  Master/Feeder Transactions.  Each Maryland and Massachusetts Fund
Charter would be amended to permit the Directors or Trustees to invest the
property of the Fund or any series thereof in cash or securities of other
investment companies. The CAT Charter would be amended to permit the Trustees to
merge, consolidate or sell substantially all of the assets of the Trust (or a
Series) without a shareholder vote.



       THIS AMENDMENT IS INTENDED TO GIVE EACH FUND MAXIMUM FLEXIBILITY
       REGARDING IMPLEMENTING A MASTER/ FEEDER STRUCTURE, AND TO ALLOW THE BOARD
       OF TRUSTEES TO REORGANIZE CAT.



    9.  Shareholder Voting.  The Charters for each Massachusetts Fund would be
amended to permit dollar based voting by the shareholders. The provision would
provide that with respect to each matter submitted to a shareholder vote, the
Trustees could determine whether the shareholder vote would be done on a per
share basis or net asset value basis. Maryland Fund Charters that consist of
series funds would be amended to require dollar based voting by the
shareholders. In addition, each Massachusetts and Delaware Fund Charter would be
amended to limit the requirement of a shareholder vote to the election and
removal of Directors or Trustees and to additional matters as to which
shareholder approval is required under the 1940 Act.



       THIS AMENDMENT IS INTENDED TO GIVE EACH MASSACHUSETTS FUND MAXIMUM
       FLEXIBILITY REGARDING THE APPLICABILITY OF SHAREHOLDER VOTING, TO MORE
       FAIRLY ALLOCATE VOTING POWER FOR MARYLAND SERIES FUNDS, AND TO REDUCE THE
       NEED TO CALL SHAREHOLDERS' MEETINGS AND THE ATTENDANT EXPENSE TO THE
       FUNDS.



    10.  Termination of Fund, Series or Class.  Each Massachusetts and Delaware
Fund Charter would be amended to provide that the Directors or Trustees would
have the authority to dissolve the Fund or any series or class without
shareholder approval.



       THIS AMENDMENT IS INTENDED TO ALLOW THE TRUSTEES TO LIQUIDATE THE FUND OR
       ANY SERIES AND TO DISTRIBUTE ANY NET ASSETS TO SHAREHOLDERS WITHOUT FIRST
       OBTAINING A SHAREHOLDER VOTE.


    11.  Election of Trustees.  Each Massachusetts and Delaware Fund Charter
would be amended to provide that the calling of a shareholders' meeting for the
election of Directors or Trustees when less than a majority of Trustees holding
office had been elected by the shareholders would only be required to the extent
that the calling of such a meeting was required under the 1940 Act.

       THIS AMENDMENT IS INTENDED TO REDUCE THE NEED TO CALL SHAREHOLDERS'
       MEETINGS FOR THE ELECTION OF TRUSTEES AND THE ATTENDANT EXPENSE TO THE
       FUNDS.


    12.  Indemnification and Limited Liability.  The Maryland Fund Charters
would be amended to provide for uniform indemnification, including advance of
expenses, of each Fund's current and former directors and officers to the full
extent required or permitted by law, and for other employees and agents to the
extent authorized by the Board of Directors or the Fund's By-laws and as
permitted by law. The Charter for Special Money would also be amended to provide
that Directors and officers will not be liable to the Fund or its shareholders
for monetary damages for breach of fiduciary duty, to the extent permitted by
law, to conform its Charter to the existing Charter provisions of the other
Maryland Funds. Pursuant to


                                       51


Maryland law, this provision specifically does not protect a Director or officer
from liability for (a) receipt of an improper benefit or profit or (b) active
and deliberate dishonesty.



       THIS AMENDMENT IS INTENDED TO ENSURE THAT THE MARYLAND FUND CHARTERS ARE
       CONSISTENT WITH EACH OTHER AND RELEVANT MARYLAND LAW. IN ADDITION, WE
       BELIEVE THESE PROVISIONS WILL ENABLE THE MARYLAND FUNDS TO ATTRACT AND
       RETAIN THE MOST HIGHLY QUALIFIED PERSONNEL.



                DELAWARE SUMMARY AND TEXT OF CHARTER AMENDMENTS




                       DECLARATION OF TRUST AMENDMENTS                QUORUM
                       --------------------------------  --------------------------------
                          EXISTING         PROPOSED         EXISTING         PROPOSED
FUND                     REQUIREMENT       AMENDMENT       REQUIREMENT       AMENDMENT
- ----                   ---------------  ---------------  ---------------  ---------------

Prudential Core        A vote of        The Trustees     The quorum       The quorum
Investments Fund       shareholders is  would have       requirement is   requirement
                       required for     authority to     40% of the       would be one-
                       amendments that  approve all      shares entitled  third of the
                       (i) affect the   amendments for   to vote at a     shares entitled
                       voting rights    routine and      meeting, except  to vote at a
                       of               non- routine     when a larger    meeting, except
                       shareholders,    matters other    quorum is        when a larger
                       (ii) amend the   than those       required by      quorum is
                       amendment        matters that     applicable law,  required by the
                       provision of     are required to  the Declaration  1940 Act, the
                       the              be approved by   or the By-Laws.  Declaration or
                       Declaration,     shareholders                      the By-Laws.
                       (iii) are        under the 1940
                       required to be   Act.
                       approved by
                       shareholders
                       under
                       applicable law,
                       and (iv) are
                       submitted to
                       the
                       shareholders by
                       the Trustees.

                              NUMBER OF TRUSTEES                   ADJOURNMENTS
                       --------------------------------  --------------------------------
                          EXISTING         PROPOSED         EXISTING         PROPOSED
FUND                     REQUIREMENT       AMENDMENT       REQUIREMENT       AMENDMENT
- ----                     -----------       ---------       -----------       ---------

Prudential Core        The number of    The number of    The existing     Shareholders
Investments Fund       Trustees shall   Trustees would   By- Laws do not  holding a
                       at all times be  be such number   contain an       majority of the
                       at least one     as is            express          outstanding
                       and no more      determined by    provision        shares present
                       than 15, as      the Trustees     regarding the    and entitled to
                       determined from  from time to     requirements     vote on
                       by the Trustees  time but at      for adjournment  adjournment of
                       from time to     least one.       of a             a meeting would
                       time.                             shareholders'    have authority
                                                         meeting.         to adjourn a
                                                                          shareholders
                                                                          meeting whether
                                                                          or not a quorum
                                                                          is present at
                                                                          the meeting.



                                       52

                                                   TERMINATION OF FUND, SERIES OR
                           SHAREHOLDER VOTING                  CLASS
                       --------------------------  ------------------------------
                         EXISTING      PROPOSED       EXISTING        PROPOSED
FUND                   REQUIREMENT    AMENDMENT     REQUIREMENT      AMENDMENT
- ----                   -----------    ---------     -----------      ---------

Prudential Core        Shareholders  Shareholders  The Fund and    The Fund and
Investments Fund       have the      would have    any Series or   any Series or
                       power to      the power to  Class of        Class of
                       vote for the  vote for the  shares may be   shares may be
                       election and  election and  dissolved at    dissolved at
                       removal of    removal of    any time by     any time by
                       Trustees and  Trustees and  vote of a       the Trustees
                       such          such          majority of     without
                       additional    additional    the shares of   shareholder
                       Fund matters  Fund matters  each Series     approval.
                       as may be     as may be     entitled to
                       required by   required by   vote, voting
                       applicable    the 1940      separately by
                       law.          Act.          Series, or by
                                                   the Trustees
                                                   by written
                                                   notice to the
                                                   shareholders.

                             ELECTION OF TRUSTEES
                       --------------------------------
                          EXISTING         PROPOSED
FUND                     REQUIREMENT       AMENDMENT
- ----                     -----------       ---------

Prudential Core        If less than     If less than
Investments Fund       the majority of  the majority of
                       Trustees         Trustees
                       holding office   holding office
                       have been        have been
                       elected by       elected by
                       shareholders, a  shareholders, a
                       shareholders'    shareholders'
                       meeting must be  meeting for the
                       called for the   election of
                       election of      Trustees would
                       Trustees.        be called to
                                        the extent it
                                        is required by
                                        the 1940 Act.




    Set out below is the text of the proposed Charter Amendments summarized in
the preceding table:



    - Amend Section 2 of Article I of the Declaration to add the following
      definition:



    "Prior Declaration of Trust" means the original declaration of trust of the
Trust as in effect from time to time up to the effectiveness of this Declaration
of Trust;



    - Amend Section 1 of Article IV of the Declaration to delete the first two
      sentences thereof in their entirety and replace them with one sentence to
      read as follows:



    The number of Trustees shall be the number established under or pursuant
    to the Prior Declaration of Trust or such number as is determined, from
    time to time, by the Trustees pursuant to Section 3 of this Article IV
    but shall at all times be at least one.


                                       53


    - Amend the fourth sentence of Section 1 of Article IV of the Declaration in
      its entirety to read as follows:



    In the event that less than the majority of Trustees holding office have
    been elected by the Shareholders, to the extent required by the 1940
    Act, but only to such extent, the Trustees then in office shall call a
    Shareholders' meeting for the election of Trustees.



    - Amend the first sentence of Section 1 of Article V of the Declaration in
      its entirety to read as follows:



    The Shareholders shall have power to vote only (i) for the election or
    removal of Trustees as and to the extent provided in Article IV,
    Section 1, and (ii) with respect to such additional matters relating to
    the Trust as may be required by the 1940 Act, this Declaration of Trust,
    the By-Laws or any registration of the Trust with the Commission (or any
    successor agency) or any state, or as the Trustees may consider
    necessary or desirable.



    - Amend the first and second sentences of Section 2 of Article V of the
      Declaration in their entirety to read as follows:



    Except when a larger quorum is required by federal law, including the 1940
Act, by the By-Laws or by this Declaration of Trust, one-third of the Shares
entitled to vote shall constitute a quorum at a Shareholders' meeting. When any
one or more Series (or Classes) is to vote as a single class separate from any
other Shares, one-third of the Shares of all such Series (or Classes) entitled
to vote shall constitute a quorum at a Shareholders' meeting of such Series (or
Classes).



    - Amend Section 2 of Article VIII of the Declaration in its entirety to read
      as follows:



    Section 2.  TERMINATION OF THE TRUST OR ANY SERIES OR CLASS.



        (a) Unless terminated as provided herein, the Trust shall continue
    without limitation of time. The Trust may be dissolved at any time by the
    Trustees by written notice to the Shareholders. Any Series of Shares may be
    dissolved at any time by the Trustees by written notice to the Shareholders
    of such Series. Any Class of any Series of Shares may be terminated at any
    time by the Trustees by written notice to the Shareholders of such Class.
    Any action to dissolve the Trust shall be deemed to also be an action to
    dissolve each Series and each Class thereof.



        (b) Upon the requisite action by the Trustees to dissolve the Trust or
    any one or more Series of Shares, after paying or otherwise providing for
    all charges, taxes, expenses and liabilities, whether due or accrued or
    anticipated, of the Trust or of the particular Series as may be determined
    by the Trustees, the Trust shall in accordance with such procedures as the
    Trustees consider appropriate reduce the remaining assets of the Trust or of
    the affected Series to distributable form in cash or Shares (if any Series
    remain) or other securities, or any combination thereof, and distribute the
    proceeds to the Shareholders of the Trust or Series involved, ratably
    according to the number of Shares of the Trust or such Series held by the
    several Shareholders of such Series on the date of distribution. Thereupon,
    any affected Series or Class shall terminate and the Trustees and the Trust
    shall be discharged of any and all further liabilities and duties relating
    thereto or arising therefrom, and the right, title and interest of all
    parties with respect to such Series shall be canceled and discharged. Upon
    the requisite action by the Trustees to terminate any Class of any Series of
    Shares, the Trustees may, to the extent they deem it appropriate, follow the
    procedures set forth in this Section 2(b) with respect to such Class that
    are specified in connection with the dissolution and winding up of the Trust
    or any Series of Shares. Alternatively, in connection with the termination
    of any Class of any Series of Shares, the Trustees may treat such
    termination as a redemption of the Shareholders of such Class effected
    pursuant to Section 2(c) of Article VI of this Declaration of Trust provided
    that the costs relating to the termination of such Class shall be included
    in the determination of the net asset value of the Shares of such Class for
    purposes of determining the redemption price to


                                       54


    be paid to the Shareholders of such Class (to the extent not otherwise
    included in such determination).



        (c) Following completion of winding up of the Trust's business, the
    Trustees shall cause a certificate of cancellation of the Trust's
    Certificate of Trust to be filed in accordance with the Delaware Act, which
    certificate of cancellation may be signed by any one Trustee. Upon
    termination of the Trust, the Trustees shall be discharged of any and all
    further liabilities and duties relating thereto or arising therefrom, and
    the right, title and interest of all parties with respect to the Trust shall
    be canceled and discharged.



    - Amend Section 4 of Article VIII of the Declaration in its entirety to read
      as follows:



    Section 4.  AMENDMENTS.  Except as specifically provided in this Section 4,
the Trustees may, without Shareholder vote, restate, amend or otherwise
supplement this Declaration of Trust. Shareholders shall have the right to vote
(i) on any amendment that is required to be approved by Shareholders pursuant to
the 1940 Act and (ii) on any amendment submitted to the Shareholders by the
Trustees at their discretion. Any amendment required or permitted to be
submitted to the Shareholders that, as the Trustees determine, shall only affect
the Shareholders of one or more Series or one or more Classes shall be
authorized by a vote of only the Shareholders of each Series or Class affected
and no vote of Shareholders of a Series or Class not affected shall be required.
Notwithstanding anything else herein, no amendment hereof shall limit the rights
to insurance provided by Article VII, Section 4 of this Declaration of Trust
with respect to any acts or omissions of Persons covered thereby prior to such
amendment nor shall any such amendment limit the rights to indemnification
referenced in Article VII, Section 2 of this Declaration of Trust or as provided
in the By-Laws with respect to any actions or omissions of Persons covered
thereby prior to such amendment. The Trustees may, without Shareholder vote,
restate, amend, or otherwise supplement the Certificate of Trust as the Trustees
deem necessary or desirable.



    - Amend Section 1 of Article III of the By-Laws to add a sentence at the end
      thereof to read as follows:



    Any meeting of Shareholders may be adjourned one or more times from time
    to time to another time or place by Shareholders holding a majority of
    the outstanding Shares present and entitled to vote on a proposal to
    adjourn at such meeting, whether or not a quorum is present.


                                       55


                MARYLAND SUMMARY AND TEXT OF CHARTER AMENDMENTS



     FUND       CHARTER                     QUORUM                      LIMITATION ON
                AMENDMENTS                                              LIABILITY



Global Total    Existing Requirement:       Existing Requirement:       Existing:
Return          The Charter reserves the    The presence, in person or  The Charter provides that,
                Fund's right to adopt       by proxy, of a majority of  to the extent permitted by
                Charter amendments to the   all votes entitled to be    law, a director or officer
                extent permitted by law.    cast at the meeting.        of the Fund shall not be
                For minor matters such as                               liable to the Fund or its
                name changes, and changes   PROPOSED AMENDMENT:         shareholders for monetary
                in the par value or         THE PRESENCE, IN PERSON OR  damages for breach of
                designation of Shares, the  BY PROXY, OF ONE-THIRD OF   fiduciary duty.
                Fund can amend the Charter  ALL VOTES ENTITLED TO BE
                without shareholder         CAST AT THE MEETING OR ON   PROPOSED AMENDMENT
                approval.                   A MATTER WOULD CONSTITUTE   NO CHANGE PROPOSED.
                                            A QUORUM FOR THE MEETING
                PROPOSED AMENDMENT:         OR SUCH MATTER.
                THE EXISTING CHARTER        (SEE (2) BELOW.)
                PROVISION WOULD BE REVISED
                TO MATCH THE LANGUAGE USED
                IN OTHER MARYLAND FUND
                CHARTERS (SEE (1) BELOW),
                AND TO SPECIFICALLY
                INDICATE THAT THE FUND
                RESERVES THE RIGHT TO
                CHANGE THE "CONTRACT
                RIGHTS" OF OUTSTANDING
                STOCK. IN ADDITION, THE
                CHARTER WOULD CLARIFY THAT
                THE BOARD OF DIRECTORS,
                WITHOUT SHAREHOLDER
                ACTION, CAN INCREASE OR
                DECREASE THE AGGREGATE
                NUMBER OF SHARES THAT THE
                FUND HAS AUTHORITY TO
                ISSUE.


     FUND       INDEMNIFICATION             MASTER/FEEDER               SHAREHOLDER VOTING          REDEMPTION
                                            TRANSACTIONS                                            FEES
                                                                                                    AND VOTE

Global Total    Existing:                   Existing:                   Existing Requirement:       Existing:
Return          The Fund's Charter          No provision.               One vote for each share     No provision.
                provides that the Fund                                  held.
                shall indemnify directors   PROPOSED AMENDMENT:                                     PROPOSED AMENDMENT:
                and officers to the         THE FUND WOULD HAVE         PROPOSED AMENDMENT:         THE FUND WOULD HAVE
                fullest extent permitted    EXPLICIT AUTHORITY TO       NO CHANGE PROPOSED.         EXPLICIT AUTHORITY TO
                by law, including by        INVEST ASSETS IN CASH OR                                SUBTRACT REDEMPTION FEES
                advance of expenses, and    IN INTERESTS ISSUED BY                                  AND OTHER CHARGES, AS
                the Fund's Bylaws provide   OTHER INVESTMENT                                        DETERMINED BY THE BOARD OF
                that the Fund shall         COMPANIES. (SEE (6)(B)                                  DIRECTORS, FROM THE AMOUNT
                indemnify directors,        BELOW.)                                                 PAYABLE TO SHAREHOLDERS IN
                officers, employees and                                                             CONNECTION WITH A
                agents against judgments,                                                           REDEMPTION BY SHAREHOLDERS
                fines, settlements and                                                              OR BY THE FUND. CLARIFIES
                expenses to the fullest                                                             THAT THE FUND CAN REDEEM
                extent permitted by law,                                                            ALL OUTSTANDING SHARES IN
                including by advance of                                                             A SERIES OR CLASS WITHOUT
                expenses.                                                                           A SHAREHOLDER VOTE. (SEE 7
                                                                                                    BELOW.)
                PROPOSED AMENDMENT:
                THE EXISTING CHARTER
                PROVISION WOULD BE REVISED
                TO MATCH THE LANGUAGE
                INCLUDED IN THE OTHER
                MARYLAND FUND CHARTERS
                (SEE (5) BELOW), AND TO
                INCLUDE AUTHORITY FOR THE
                FUND TO INDEMNIFY
                EMPLOYEES AND AGENTS OTHER
                THAN DIRECTORS AND
                OFFICERS TO THE EXTENT
                APPROVED BY THE BOARD OF
                DIRECTORS AND PERMITTED BY
                LAW. INDEMNIFICATION OF
                PERSONS OTHER THAN
                OFFICERS AND DIRECTORS
                CURRENTLY APPEARS ONLY IN
                THE FUND'S BYLAWS.



                                       56

     FUND       CHARTER                     QUORUM                      LIMITATION ON
                AMENDMENTS                                              LIABILITY



PILP            Existing Requirement:       Existing Requirement:       Existing:
                The Charter reserves the    The presence in person or   The Charter provides that,
                Fund's right to adopt       by proxy of one- third of   to the extent permitted by
                Charter amendments to the   all votes entitled to be    law, a director or officer
                extent permitted by law.    cast at a meeting, or on a  of the Fund shall not be
                For minor matters such as   matter on which fewer than  liable to the Fund or its
                name changes, and changes   all shares are entitled to  shareholders for monetary
                in the par value or         vote, constitutes a quorum  damages for breach of
                designation of Shares, the  for the meeting or such     fiduciary duty.
                Fund can amend the Charter  matter.
                without shareholder                                     PROPOSED AMENDMENT:
                approval.                   PROPOSED AMENDMENT:         NO CHANGE PROPOSED.
                                            NO CHANGE PROPOSED.
                PROPOSED AMENDMENT:
                THE EXISTING CHARTER
                PROVISION WOULD BE REVISED
                TO MATCH THE LANGUAGE USED
                IN OTHER MARYLAND FUND
                CHARTERS (SEE (1) BELOW),
                AND TO SPECIFICALLY
                INDICATE THAT THE FUND
                RESERVES THE RIGHT TO
                CHANGE THE "CONTRACT
                RIGHTS" OF OUTSTANDING
                STOCK. IN ADDITION, THE
                CHARTER WOULD CLARIFY THAT
                THE BOARD OF DIRECTORS,
                WITHOUT SHAREHOLDER
                ACTION, CAN INCREASE OR
                DECREASE THE AGGREGATE
                NUMBER OF SHARES THAT THE
                FUND HAS AUTHORITY TO
                ISSUE.


     FUND       INDEMNIFICATION             MASTER/FEEDER               SHAREHOLDER VOTING          REDEMPTION
                                            TRANSACTIONS                                            FEES
                                                                                                    AND VOTE

PILP            Existing:                   Existing Requirement:       Existing Requirement:       Existing:
                The Fund's Bylaws provide   No provision.               One vote for each share     No provision.
                that the Fund shall                                     held.
                indemnify directors,        PROPOSED AMENDMENT:                                     PROPOSED AMENDMENT:
                officers, employees and     THE FUND WOULD HAVE         PROPOSED AMENDMENT:         THE FUND WOULD HAVE
                agents against judgments,   EXPLICIT AUTHORITY TO       ONE VOTE FOR EACH DOLLAR    EXPLICIT AUTHORITY TO
                fines, settlements and      INVEST ASSETS IN CASH OR    OF NET ASSET VALUE          SUBTRACT REDEMPTION FEES
                expenses to the extent      IN INTERESTS ISSUED BY      REPRESENTED BY SHARES       AND OTHER CHARGES, AS
                permitted by law, unless    OTHER INVESTMENT            HELD. (SEE (3) BELOW.)      DETERMINED BY THE BOARD OF
                such person acted with      COMPANIES. (SEE (6)                                     DIRECTORS, FROM THE AMOUNT
                willful misfeasance, bad    BELOW.)                                                 PAYABLE TO SHAREHOLDERS IN
                faith, gross negligence,                                                            CONNECTION WITH A
                or reckless disregard of                                                            REDEMPTION BY SHAREHOLDERS
                duty. The Charter does not                                                          OR BY THE FUND. CLARIFIES
                include any corresponding                                                           THAT THE FUND CAN REDEEM
                provisions.                                                                         ALL OUTSTANDING SHARES IN
                                                                                                    A SERIES OR CLASS WITHOUT
                PROPOSED AMENDMENT:                                                                 A SHAREHOLDER VOTE. (SEE 7
                THE CHARTER WOULD INCLUDE                                                           BELOW.)
                A PROVISION (SEE (5)
                BELOW) PROVIDING THAT THE
                FUND SHALL INDEMNIFY
                (a) CURRENT AND FORMER
                DIRECTORS AND OFFICERS, TO
                THE FULL EXTENT REQUIRED
                OR PERMITTED BY LAW,
                INCLUDING BY ADVANCE OF
                EXPENSES; AND (b) OTHER
                EMPLOYEES AND AGENTS TO
                THE EXTENT APPROVED BY THE
                BOARD OF DIRECTORS AND
                PERMITTED BY LAW. AFTER
                ADOPTION OF THIS
                PROVISION, NO SUBSEQUENT
                AMENDMENT OR REPEAL COULD
                LIMIT THE INDEMNIFICATION
                PROTECTION WITH RESPECT TO
                ACTS OR OMISSIONS
                OCCURRING PRIOR TO SUCH
                AMENDMENT OR REPEAL.



                                       57

     FUND       CHARTER                     QUORUM                      LIMITATION ON
                AMENDMENTS                                              LIABILITY



Special Money   Existing Requirement:       Existing Requirement:       Existing:
                The Charter reserves the    The presence, in person or  The Fund's Bylaws provide
                Fund's right to adopt       by proxy, of a majority of  that directors, officers,
                Charter amendments to the   all votes entitled to be    employees and agents shall
                extent permitted by law.    cast at the meeting.        not be liable to the Fund
                For minor matters such as                               or its shareholders,
                name changes, and changes   PROPOSED AMENDMENT:         officers, directors,
                in the par value or         THE PRESENCE, IN PERSON OR  employees or others, for
                designation of Shares, the  BY PROXY, OF ONE-THIRD OF   any action or failure to
                Fund can amend the Charter  ALL VOTES ENTITLED TO BE    act except for willful
                without shareholder         CAST AT THE MEETING OR ON   misfeasance, bad faith,
                approval.                   A MATTER WOULD CONSTITUTE   gross negligence or
                                            A QUORUM FOR THE MEETING    reckless disregard of the
                PROPOSED AMENDMENT:         OR SUCH MATTER. (SEE (2)    duties involved in the
                THE EXISTING CHARTER        BELOW.)                     conduct of their office.
                PROVISION WOULD BE REVISED                              The Charter does not
                TO MATCH THE LANGUAGE USED                              include any similar
                IN OTHER MARYLAND FUND                                  limitation on liability.
                CHARTERS (SEE (1) BELOW),
                AND TO SPECIFICALLY                                     PROPOSED AMENDMENT:
                INDICATE THAT THE FUND                                  THE CHARTER WOULD PROVIDE
                RESERVES THE RIGHT TO                                   THAT DIRECTORS AND
                CHANGE THE "CONTRACT                                    OFFICERS WOULD NOT BE
                RIGHTS" OF OUTSTANDING                                  LIABLE TO THE FUND OR ITS
                STOCK. IN ADDITION, THE                                 SHAREHOLDERS FOR MONETARY
                CHARTER WOULD CLARIFY THAT                              DAMAGES FOR BREACH OF
                THE BOARD OF DIRECTORS,                                 FIDUCIARY DUTIES, TO THE
                WITHOUT SHAREHOLDER                                     EXTENT PERMITTED BY LAW.
                ACTION, CAN INCREASE OR                                 TO BE EFFECTIVE IN
                DECREASE THE AGGREGATE                                  MARYLAND, THIS PROVISION
                NUMBER OF SHARES THAT THE                               MUST APPEAR IN THE
                FUND HAS AUTHORITY TO                                   CHARTER. NO SUBSEQUENT
                ISSUE.                                                  MODIFICATION OR REPEAL OF
                                                                        THIS PROVISION COULD
                                                                        REVOKE THIS PROTECTION FOR
                                                                        EVENTS BETWEEN ADOPTION OF
                                                                        THE PROVISION AND SUCH
                                                                        MODIFICATION OR REPEAL.
                                                                        (SEE (4) BELOW.)


     FUND       INDEMNIFICATION             MASTER/FEEDER               SHAREHOLDER VOTING          REDEMPTION
                                            TRANSACTIONS                                            FEES
                                                                                                    AND VOTE

Special Money   Existing:                   Existing:                   Existing Requirement:       Existing:
                The Fund's Charter          No provision.               One vote for each share     No provision.
                provides that the Fund                                  held.
                shall indemnify directors   PROPOSED AMENDMENT:                                     PROPOSED AMENDMENT:
                and officers to the         THE FUND WOULD HAVE         PROPOSED AMENDMENT:         THE FUND WOULD HAVE
                fullest extent permitted    EXPLICIT AUTHORITY TO       ONE VOTE FOR EACH DOLLAR    EXPLICIT AUTHORITY TO
                by law, including by        INVEST ASSETS IN CASH OR    OF NET ASSET VALUE          SUBTRACT REDEMPTION FEES
                advance of expenses, and    IN INTERESTS ISSUED BY      REPRESENTED BY SHARES       AND OTHER CHARGES, AS
                the Fund's Bylaws provide   OTHER INVESTMENT            HELD. (SEE (3) BELOW.)      DETERMINED BY THE BOARD OF
                that the Fund shall         COMPANIES. (SEE (6)                                     DIRECTORS, FROM THE AMOUNT
                indemnify directors,        BELOW.)                                                 PAYABLE TO SHAREHOLDERS IN
                officers, employees and                                                             CONNECTION WITH A
                agents against judgments,                                                           REDEMPTION BY SHAREHOLDERS
                fines, settlements and                                                              OR BY THE FUND. CLARIFIES
                expenses to the fullest                                                             THAT THE FUND CAN REDEEM
                extent permitted by law,                                                            ALL OUTSTANDING SHARES IN
                including by advance of                                                             A SERIES OR CLASS WITHOUT
                expenses, unless such                                                               A SHAREHOLDER VOTE. (SEE 7
                person acted in willful                                                             BELOW.)
                misfeasance, bad faith,
                gross negligence, or
                reckless disregard of
                duty.
                PROPOSED AMENDMENT:
                THE EXISTING CHARTER
                PROVISION WOULD BE REVISED
                TO MATCH THE LANGUAGE
                INCLUDED IN THE OTHER
                MARYLAND FUND CHARTERS
                (SEE (5) BELOW), AND TO
                INCLUDE AUTHORITY FOR THE
                FUND TO INDEMNIFY
                EMPLOYEES AND AGENTS OTHER
                THAN DIRECTORS AND
                OFFICERS TO THE EXTENT
                APPROVED BY THE BOARD OF
                DIRECTORS AND PERMITTED BY
                LAW. INDEMNIFICATION OF
                PERSONS OTHER THAN
                OFFICERS AND DIRECTORS
                CURRENTLY APPEARS ONLY IN
                THE FUND'S BYLAWS.




    The text of the proposed Charter Amendments summarized in the preceding
table is set forth below:



        (1) The Corporation reserves the right from time to time to make any
    amendments to the charter of the Corporation which may now or hereafter be
    authorized by law, including any amendment altering the terms or contract
    rights, as expressly set forth in the charter of the Corporation, of any
    shares of its outstanding stock by classification, reclassification, or
    otherwise. In clarification and not limitation of the foregoing, a majority
    of the entire Board of Directors, without


                                       58


    action by the stockholders, may amend the charter of the Corporation to
    increase or decrease the aggregate number of shares of stock or the number
    of shares of stock of any class or series that the Corporation has authority
    to issue. (all Maryland Funds.)



        (2) At a meeting of stockholders the presence in person or by proxy of
    stockholders entitled to cast one-third of all the votes entitled to be cast
    at the meeting constitutes a quorum. At a meeting of stockholders the
    presence in person or by proxy of stockholders entitled to cast one-third of
    all the votes entitled to be cast on any matter shall constitute a quorum
    for action on that matter (including matters on which fewer than all classes
    or series are entitled to vote). (all Maryland Funds except PILP.)



        (3) Unless otherwise expressly provided in the charter of the
    Corporation, on each matter submitted to a vote of the stockholders, each
    holder of shares shall be entitled to one vote for each dollar of net asset
    value represented by each share standing in his name on the books of the
    Corporation, irrespective of the series or class thereof, and the exclusive
    voting power for all purposes shall be vested in the holders of Common
    Stock. (PILP and Special Money.)



        (4) A director or officer of the Corporation shall not be liable to the
    Corporation or its stockholders for monetary damages for breach of fiduciary
    duty as a director or officer, except to the extent such exemption from
    liability or limitation thereof is not permitted by law (including the
    Investment Company Act of 1940) as currently in effect or as the same may
    hereafter be amended. No amendment, modification or repeal of this
    Article shall adversely affect any right or protection of a director or
    officer that exists at the time of such amendment, modification or repeal.
    (Special Money.)



        (5) The Corporation shall indemnify (A) its current and former directors
    and officers, whether serving or having served the Corporation or at its
    request any other entity, to the full extent required or permitted by the
    General Laws of the State of Maryland now or hereafter in force (as limited
    by the Investment Company Act of 1940), including the advance of expenses
    under the procedures and to the full extent permitted by law and (B) other
    employees and agents to such extent as shall be authorized by the Board of
    Directors or the Corporation's By-Laws and be permitted by law. The
    foregoing rights of indemnification shall not be exclusive of any other
    rights to which those seeking indemnification may be entitled. The Board of
    Directors may take such action as is necessary to carry out these
    indemnification provisions and is expressly empowered to adopt, approve and
    amend from time to time such by-laws, resolutions or contracts implementing
    such provisions or such further indemnification arrangements as may be
    permitted by law. No amendment of the charter of the Corporation or repeal
    of any of its provisions shall limit or eliminate the right to
    indemnification provided hereunder with respect to acts or omissions
    occurring prior to such amendment or repeal. (all Maryland Funds.)



        (6) The Board of Directors is explicitly authorized to, without action
    by stockholders (unless such approval is required by the Investment Company
    Act of 1940), invest all or a portion of the assets of any series or class,
    or dispose of all or a portion of the assets of any series or class and
    invest the proceeds of such disposition, in cash or in interests issued by
    one or more other investment companies registered under the Investment
    Company Act of 1940. The Board of Directors is explicitly authorized to,
    without action by stockholders, cause a series or class that is organized in
    the master/feeder fund structure to withdraw or redeem its assets from the
    master fund and cause such series or class to invest its assets directly in
    cash or in securities and other financial instruments or in another master
    fund. (Amendment proposed for all Maryland Funds.)



        (7) The appropriate sections of the Maryland Charters shall be modified
    to reflect the provisions set forth below,



           All redemptions, whether by a stockholder or by the Corporation,
       shall be at a redemption price equal to the current net asset value per
       share as determined by the Board of Directors from


                                       59


       time to time in accordance with the provisions of the charter and
       applicable law, less such redemption fee or other charge, if any, as may
       be fixed by resolution of the Board of Directors. A redemption by the
       Corporation in accordance with the charter of the Corporation, even if it
       is for all the shares of a series or class, shall not be considered a
       liquidation requiring a vote of stockholders. (all Maryland Funds.)



              MASSACHUSETTS SUMMARY AND TEXT OF CHARTER AMENDMENTS




                                                                        SHAREHOLDERS MEETINGS IF LESS THAN A MAJORITY OF
                           SHARE CLASSIFICATION OR RECLASSIFICATION             TRUSTEES ELECTED BY SHAREHOLDERS
                        ----------------------------------------------  ------------------------------------------------
FUND                     EXISTING REQUIREMENT     PROPOSED AMENDMENT     EXISTING REQUIREMENT      PROPOSED AMENDMENT
- ----                    ----------------------  ----------------------  -----------------------  -----------------------

Cash Accumulation       No applicable           Trustees would have     No applicable            In the event less than
Trust                   provision.              power, in their         provision.               a majority of Trustees
                                                discretion, to                                   have been elected by
                                                classify or reclassify                           the Shareholders, to
                                                any unissued Shares of                           the extent required by
                                                a series or class, or                            the 1940 Act, but only
                                                any Shares of any                                to such extent, the
                                                series or class                                  Trustees then in office
                                                previously issued and                            would be required to
                                                thereafter reacquired                            call a Shareholders'
                                                by the Trust, into one                           meeting for the
                                                or more series or                                election of Trustees.
                                                classes that may be
                                                established and
                                                designated from time
                                                to time.

                                DOLLAR VOTING             SHAREHOLDER DERIVATIVE ACTIONS                QUORUM
                       --------------------------------  --------------------------------  --------------------------------
                          EXISTING         PROPOSED         EXISTING         PROPOSED         EXISTING         PROPOSED
FUND                     REQUIREMENT       AMENDMENT       REQUIREMENT       AMENDMENT       REQUIREMENT       AMENDMENT
- ----                   ---------------  ---------------  ---------------  ---------------  ---------------  ---------------

Cash Accumulation      No applicable    Trustees,        No Applicable    In order to      Holders of a     Holders of one-
Trust                  provision.       without the      Provision.       bring            majority of      third of the
                                        vote of the                       derivative       outstanding      Shares entitled
                                        Shareholders,                     action,          shares of the    to vote on a
                                        would determine                   Shareholder      Trust or series  matter would be
                                        on any vote put                   must (a) make a  of the Trust     a quorum.
                                        to the                            pre-suit demand  present in       Shares that
                                        Shareholders                      on the Trustees  person or by     abstain or for
                                        whether voting                    who do not have  proxy and        which the
                                        will be per                       a financial      entitled to      broker or
                                        Share voting or                   interest in the  vote             nominee cannot
                                        dollar voting                     suit,            constitutes a    vote on all
                                        (net asset                        (b) obtain       quorum. [NOTE:   matters would
                                        value times                       holders of at    Existing         count for the
                                        number of                         least 10% of     Requirement      purpose of
                                        shares owned).                    outstanding      appears in the   determining a
                                                                          Shares to join   Fund's By-Laws]  quorum.
                                                                          such request
                                                                          and (c) afford
                                                                          the Trustees a
                                                                          reasonable
                                                                          amount of time
                                                                          to respond.



                                       60

                                                              PROCEDURE FOR CHARTER
                             MANDATORY REDEMPTION                   AMENDMENTS                      REORGANIZATION
                       --------------------------------  --------------------------------  --------------------------------
                          EXISTING         PROPOSED         EXISTING         PROPOSED         EXISTING         PROPOSED
TRUST                    REQUIREMENT       AMENDMENT       REQUIREMENT       AMENDMENT       REQUIREMENT       AMENDMENT
- -----                    -----------       ---------       -----------       ---------       -----------       ---------

Cash Accumulation      Only for         Any time         All charter      Trustees,        No applicable    Reorganization
Trust                  excessively      (a) if the       amendments,      without          provision.       would require
                       large or small   Trustees         other than       Shareholder                       either
                       accounts.        determine in     clean-up         action, would                     (a) vote of
                                        their sole       matters such as  be authorized                     2/3 of Shares
                                        discretion that  name changes,    to amend                          of each Series
                                        redemption is    require the      charter so long                   of the Trust
                                        in the best      approval of a    as such                           (or Series
                                        interests of     majority of the  amendment does                    being
                                        the              Shares of each   not adversely                     reorganized)
                                        Shareholders or  Series           affect the                        (b) majority of
                                        the holder of    outstanding and  rights of any                     outstanding
                                        the Shares of a  entitled to      Shareholder.                      shares of each
                                        series, or       vote.                                              Series of the
                                        (b) for                                                             Trust (or
                                        account                                                             series being
                                        maintenance                                                         reorganized) if
                                        purposes.                                                           recommended by
                                                                                                            Trustees or
                                                                                                            (c) vote of a
                                                                                                            majority of the
                                                                                                            Trustees.
                                                                                                            Shareholders
                                                                                                            would not have
                                                                                                            appraisal
                                                                                                            rights in a
                                                                                                            reorganization.
                                                                                                            Trustees would
                                                                                                            have the power,
                                                                                                            without a vote
                                                                                                            of the
                                                                                                            Shareholders,
                                                                                                            to invest the
                                                                                                            property of the
                                                                                                            Trust or any
                                                                                                            series in one
                                                                                                            or more other
                                                                                                            investment
                                                                                                            companies.




    The text of the proposed Charter Amendments summarized in the preceding
table is set out below:



    - ARTICLE III, Section 1 of the Declaration shall be amended to add the
      following sentence to the end of Section 1:



       The Trustees, in their discretion, without a vote of Shareholders, may
       classify or reclassify any unissued Shares of a series or class, or any
       Shares of any series or class previously issued and thereafter reacquired
       by the Trust, into Shares of one or more other series or classes that may
       be established and designated from time to time.



    - ARTICLE IV, Section 2 of the Declaration shall be amended to add the
      following sentences at the end of Section 2:



       In the event that less than the majority of Trustees holding office have
       been elected by the Shareholders, to the extent required by the 1940 Act,
       but only to such extent, the Trustees then in office shall call a
       Shareholders' meeting for the election of Trustees. The Trustees may
       designate a Trustee who has resigned or retired "Trustee Emeritus", with
       such rights and responsibilities as they shall specify by resolution.


                                       61


    - ARTICLE V of the Declaration shall be amended in its entirety as follows:



       General



       Section 1. Shareholders shall have such power to vote as is provided for,
       and may hold meetings and take actions pursuant to the provisions of the
       By-Laws.



       Quorum and Required Vote



       Section 2. One-third of the Shares entitled to vote on a matter shall be
       a quorum for the transaction of business with respect to such matter at a
       Shareholders' meeting. Shares that abstain or do not vote with respect to
       one or more proposals presented for Shareholder approval at any
       Shareholders' meeting and Shares held in "street name" as to which the
       broker or nominee with respect thereto indicates on the proxy that it
       does not have discretionary authority to vote with respect to a
       particular proposal, will be counted for purposes of determining whether
       a quorum is present at a meeting, but will not be counted as Shares voted
       with respect to any such proposal. A majority of the shares present at a
       meeting (regardless of whether they are authorized to vote on all the
       matters to be presented to the meeting) shall be sufficient to approve
       adjournments. Any adjourned session or sessions may be held within a
       reasonable time after the date set for the original meeting without the
       necessity of further notice. A majority of the Shares represented at a
       meeting at which a quorum is present shall decide any question, except
       (1) a plurality vote in the case of the election of Trustees, or
       (2) when a different vote is required or permitted by any provision of
       the 1940 Act or other applicable law or by this Declaration or the
       By-Laws, or when the Trustees shall in their discretion require a larger
       vote or the vote of a majority or larger fraction of the Shares of one or
       more particular series or classes.



       Manner of Voting



       Section 3. As determined by the Trustees without the vote or consent of
       Shareholders (except as required by the 1940 Act), on any matter
       submitted to a vote of Shareholders, either (i) each whole Share shall be
       entitled to one vote as to any matter on which it is entitled to vote and
       each fractional Share shall be entitled to a proportionate fractional
       vote or (ii) each dollar of net asset value (number of Shares owned times
       net asset value per share of such series or class, as applicable) shall
       be entitled to one vote on any matter on which such Shares are entitled
       to vote and each fractional dollar amount shall be entitled to a
       proportionate fractional vote. Unless the Trustees designate otherwise in
       accordance with the preceding sentence, each whole Share shall be
       entitled to one vote as to any matter on which it is entitled to vote and
       each fractional Share shall be entitled to a proportionate fractional
       vote.



       Derivative Actions



       Section 4. A Shareholder may bring a derivative action on behalf of the
       Trust only if the following conditions are met:



       (a) The Shareholder or Shareholders must make a pre-suit demand upon the
       Trustees to bring the subject action unless an effort to cause the
       Trustees to bring such an action is not likely to succeed. For purposes
       of this ARTICLE V, Section 4(a), a demand on the Trustees shall only be
       deemed not likely to succeed and therefore excused if a majority of the
       Board of Trustees, or a majority of any committee established to consider
       the merits of such action, is composed of Trustees who have a personal
       financial interest in the transaction at issue;



       (b) Unless a demand is not required under paragraph (a) of this
       ARTICLE V Section 4, Shareholders eligible to bring such derivative
       action who collectively hold at least 10% of the outstanding Shares of
       the Trust, or who collectively hold at least 10% of the outstanding
       Shares of


                                       62


       the series or class to which such action relates, shall join in the
       request for the Trustees to commence such action; and



       (c) Unless a demand is not required under paragraph (a) of this
       ARTICLE V, Section 4, the Trustees must be afforded a reasonable amount
       of time to consider such Shareholder request and to investigate the basis
       of such claim. The Trustees shall be entitled to retain counsel or other
       advisors in considering the merits of the request and shall require an
       undertaking by the Shareholders making such request to reimburse the
       Trust for the expense of any such advisors in the event that the Trustees
       determine not to bring such action.



       (d) For purposes of this ARTICLE V, Section 4, the Board of Trustees may
       designate a committee of one Trustee to consider a Shareholder demand if
       necessary to create a committee with a majority of Trustees who do not
       have a personal financial interest in the transaction at issue.



    - ARTICLE VI, Section 3 of the Declaration shall be amended in its entirety
      to read:



       REDEMPTION AT THE OPTION OF THE TRUST. Each Share of any series shall be
       subject to redemption at the option of the Trust: (i) at any time, if the
       Trustees determine in their sole discretion that such redemption is in
       the best interests of the holders of the Shares of the Trust or of any
       series, or (ii) upon such other conditions with respect to maintenance of
       Shareholder accounts of a minimum amount as may from time to time be
       determined by the Trustees. Upon such redemption the holders of the
       Shares so redeemed shall have no further right with respect thereto other
       than to receive payment of the redemption price for such shares.



    - ARTICLE IX, Section 7 of the Declaration shall be amended in its entirety
      to read as follows:



       The provisions of this Declaration (whether or not related to the rights
       of Shareholders) may be amended at any time, so long as such amendment
       does not adversely affect the rights of any Shareholder with respect to
       which such amendment is or purports to be applicable and so long as such
       amendment is not in contravention of applicable law, including the 1940
       Act, by an instrument in writing signed by a majority of the Trustees (or
       by an officer of the Trust pursuant to the vote of a majority of the
       Trustees). Any amendment to this Declaration that adversely affects the
       rights of all Shareholders may be adopted at any time by an instrument in
       writing signed by a majority of the Trustees (or by an officer of the
       Trust pursuant to a vote of a majority of the Trustees) when authorized
       to do so by the of Shareholders holding a majority of all the Shares
       outstanding and entitled to vote, without regard to series, or if said
       amendment adversely affects the rights of the Shareholders of less than
       all of the series, or of less than all of the classes of any series
       having classes, by the vote of the holders of a majority of all the
       Shares entitled to vote of each series or class, as the case may be, so
       affected.



    - A new ARTICLE IX, Section 8 shall be added to the Declaration, which reads
      as follows:



       The Trustees may sell, convey and transfer all or substantially all of
       the assets of the Trust, or the assets of any one or more series of the
       Trust, to another trust, partnership, association or corporation
       organized under the laws of any state of the United States, or may
       transfer the assets of one series of the Trust to another series of the
       Trust, in exchange for cash, shares of the transferee or other
       securities, or to the extent permitted by law then in effect may merge or
       consolidate the Trust or any series with any other trust or any
       corporation, partnership, or association organized under the laws of any
       state of the United States, all upon such terms and conditions and for
       such consideration when and as authorized by (a) the affirmative vote of
       not less than two-thirds of the outstanding Shares of each series of the
       Trust in the case of the reorganization of the Trust, or by the
       affirmative vote of not less than two-thirds of the outstanding Shares of
       a particular series in the case of the reorganization of a particular
       series, provided, however, that if such merger, consolidation or sale is
       recommended by the Trustees, a


                                       63


       majority of the outstanding Shares of each series of the Trust, or a vote
       of the majority of the outstanding Shares in such series, shall be
       sufficient, or (b) a vote or written consent of a majority of the
       Trustees. Shareholders shall not have appraisal rights in connection with
       any such transaction. Following such transfer, the Trustees shall
       distribute the cash, shares or other securities or other consideration
       received in such transaction (giving due effect to the assets belonging
       to and indebtedness of, and any other differences among, the various
       series whose assets have so been transferred) among the Shareholders of
       such series; and if all of the assets of the Trust have been so
       transferred, the Trust shall be terminated. Notwithstanding anything else
       herein, the Trustees may, without Shareholder approval unless such
       approval is required by the 1940 Act, invest all or a portion of the
       Trust Property of any series, or dispose of all or a portion of the Trust
       Property of any series, and invest the proceeds of such disposition in
       interests issued by one or more other investment companies registered
       under the 1940 Act. Any such other investment company may (but need not)
       be a trust (formed under the laws of the Commonwealth of Massachusetts or
       any other state or jurisdiction) (or subtrust thereof) which is
       classified as a partnership for federal income tax purposes.
       Notwithstanding anything else herein, the Trustees may, without
       Shareholder approval unless such approval is required by the 1940 Act,
       cause a series that is organized in the master/feeder fund structure to
       withdraw or redeem its Trust Property from the master fund and cause such
       series to invest its Trust Property directly in securities and other
       financial instruments or in another master fund.


REQUIRED VOTE


    Approval of this Proposal for Core requires the affirmative vote of a
majority of the Fund's voted shares. Approval of this Proposal for CAT requires
the affirmative vote of a majority of the outstanding shares of each Series of
the Fund. Approval of this Proposal for all other Funds requires an affirmative
vote of a majority of each Fund's outstanding voting securities.



    EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL NO. 5.


                             ADDITIONAL INFORMATION

    The solicitation of proxies, the cost of which will be borne by the Funds. The costs associated with the inclusion of Proposal No. 2 and Proposal No. 3 in the proxy statement will be borne by PI. Direct costs that can be reasonably attributed to one or more specific Funds will be borne by each specific Fund; costs that cannot reasonably be attributed to one or more specific Funds will be allocated equally among the Funds.
The solicitation of proxies will be made primarily by mail but also may include telephone or oral communications by regular employees of Prudential Securities or PI, who will not
receive any compensation therefore from the Funds or by Georgeson Shareholder
CommunicationsD.F. King & Co. Inc. (D.F. King), a proxy solicitation firm retained by the Funds. It is estimated that these services will cost approximately $280,000 (including reimbursements for out-of-pocket expenses), to be borne by the Funds whoand PI as described above, although it is anticipated that PI will bear most of this expense, since it is anticipated that the
39
solicitation services furnished by D.F. King will primarily be paid the approximateutilized for Proposal No. 2 and Proposal No. 3. The fees and expenses for soliciting services set forth
below.may vary based on a number of factors, including but not limited to the composition of each Fund’s shareholder base and voting patterns. Proxies may be recorded pursuant to (i) electronically transmitted instructions or (ii) telephone instructions obtained through procedures reasonably designed to verify that the instructions have been authorized.
Soliciting fees and expenses payable to Georgeson Shareholder Communications
Inc. by a particular Fund are a function of the number of shareholders in that
Fund. All of the cost of the meetings will be borne by the Funds.



                                                         ESTIMATED SOLICITATION
FUND                                                       FEES AND EXPENSES
- ----                                                     ----------------------

CAT....................................................
  Liquid Assets Fund...................................         $116,000
  National Money Market Fund...........................         $ 55,000
Special Money..........................................         $ 61,000
PILP...................................................         $ 10,000
Core...................................................             None
Global Total Return....................................         $111,000



                                       64
SHAREHOLDER PROPOSALS
The FundsCompanies will not be required to hold annual meetings of shareholders, ifunless, for example, the election of Board Members is not required to be acted on by shareholders under the 1940 Act.Act, or as otherwise required by the 1940 Act of their governing instruments. It is the present intention of the Board of each FundCompany not to hold annual meetings of shareholders unless such shareholder action is required.
Any shareholder who wishes to submit a proposal to be considered at a Fund'sCompany’s next meeting of shareholders should send the proposal to that FundCompany at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102, so as to be received within a reasonable time before the Board makes the solicitation relating to such meeting, in order to be included in the proxy statement and form of proxy relating to such meeting or be brought before such meeting without being included in the proxy statement.
Shareholder proposals that are submitted in a timely manner will not necessarily be included in the Fund'sCompany’s proxy materials. Inclusion of such proposals is subject to limitations under the federal securities laws.
OTHER BUSINESS
Management knows of no business to be presented at the MeetingMeetings other than the matters set forth in this proxy statement, but should any other matter requiring a vote of shareholders arise, the proxies will vote according to their best judgment in the interest of each Fund, respectively.
/s/ Jonathan D. Shain                          /s/ Maria Master

Jonathan D. Shain                              Maria Master
SECRETARY                                      SECRETARY
Cash Accumulation Trust                        Prudential Global Total Return Fund, Inc.
Prudential Core Investment Fund
Prudential Institutional Liquidity Portfolio,
Inc.
Special Money Market Fund, Inc.




April 29, 2003


   It is important that you execute and return 
Deborah A. Docs
Secretary
October 1, 2014
IT IS IMPORTANT THAT YOU EXECUTE AND RETURNALL of your proxies promptly.

                                       65
OF YOUR PROXIES PROMPTLY.
40
INDEX TO EXHIBITS TO PROXY STATEMENT
Exhibit A
Outstanding Shares (as of Record Date)
Exhibit B
Five Percent Shareholder Report

Exhibit B    Board and Committee Information

Shareholders (as of Record Date)
Exhibit C
Officer Information
Exhibit D    Form of Amended Management Agreement

Audit Committee Charter
Exhibit E    Form of PIM Subadvisory Agreement
Board & Board Committee Meetings
Exhibit F
Nominating and Governance Committee Charter



                                       66

                                                                       EXHIBIT
41
Exhibit A
OUTSTANDING SHARES (AS OF RECORD DATE)
The close of business on September 12, 2014 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting. Information as to the number of outstanding Shares for each Fund as of the record date is set forth below.
Fund
Share Class
Outstanding Shares
PIP Asset Allocation
A
B
C
Z
R
PIP Equity Opportunity
A
B
C
Z
R
PIP Growth
A
B
C
Z
R
PIP Conservative Allocation
A
B
C
Z
R
PIP Moderate Allocation
A
B
C
Z
R
PIP Growth Allocation
A
B
C
Z
R
PIP 2 Taxable Money Market
N/A
PIP 2 Short-Term Bond
N/A
PIP 3 Strategic Value
A
B
C
Z
PIP 3 Select Growth
A
B
C
Z
Q
A-1
Fund
Share Class
Outstanding Shares
PIP 3 Real Assets
A
B
C
Z
PIP 3 Market Neutral
A
B
C
Z
R
PIP 4 Muni High Income
A
B
C
Z
PIP 5 Conservative Growth
A
B
C
PIP 5 Small-Cap Value
A
B
C
Z
R
PIP 5 Rising Dividend
A
C
Z
PIP 6 Cal Muni
A
B
C
Z
PIP 7 Value
A
B
C
Z
R
Q
PIP 8 Stock Index
A
B
C
Z
PIP 9 Large-Cap Core
A
B
C
Z
PIP 9 International Real Estate
A
B
C
Z
A-2
Fund
Share Class
Outstanding Shares
PIP 9 Absolute Return Bond
A
C
Z
Q
PIP 9 Select Real Estate Fund
A
C
Q
Z
PIP 10 Mid-Cap Value
A
B
C
Z
Q
PIP 10 Equity Income
A
B
C
Z
R
Q
PIP 12 Global Real Estate
A
B
C
Z
Q
R
PIP 12 US Real Estate
A
B
C
Z
PIP 12 Long-Short
A
C
Z
PIP 12 Short Duration Muni
A
C
Z
PIP 14 Government Income
A
B
C
Z
R
PIP 14 Floating Rate
A
C
Z
PIP 15 High Yield
A
B
C
Z
R
Q
A-3
Fund
Share Class
Outstanding Shares
PIP 15 Short Duration High Yield
A
C
Z
PIP 16 Defensive Equity
A
B
C
Z
R
PIP 16 Income Builder
A
B
C
Z
R
PIP 17 Total Return Bond
A
B
C
Z
R
Q
PIP 17 Short Duration Multi-Sector
A
C
Z
Q
PIP 18 20/20 Focus
A
B
C
Z
R
Q
PIP 18 MLP
A
C
Z
MoneyMart
A
B
C
Z
National Muni
A
B
C
Z
Blend
A
B
C
Z
Mid-Cap Growth
A
B
C
Z
R
Q
A-4
Fund
Share Class
Outstanding Shares
Small Company
A
B
C
Z
R
Q
World International Equity
A
B
C
Z
World International Value
A
B
C
Z
World Emerging Markets Debt
A
C
Z
Q
World Global Opportunities
A
C
Z
World International Opportunities
A
C
Z
World Global Infrastructure
A
C
Z
Natural Resources
A
B
C
Z
R
Q
Global Total Return
A
B
C
Z
Q
Sector Financial Services
A
B
C
Z
R
Sector Health Sciences
A
B
C
Z
R
A-5
Fund
Share Class
Outstanding Shares
Sector Utility
A
B
C
Z
R
Short-Term Corporate Bond
A
B
C
Z
Q
R
Target Small-Cap Value
A
R
T
Target Small-Cap Growth
R
T
Target Large-Cap Value
R
T
Target Large-Cap Growth
R
T
Target International Equity
Q
R
T
Target Mortgage-Backed
T
Target Intermediate-Term Bond
T
Target Total Return Bond
R
T
A-6
Exhibit B
FIVE PERCENT SHAREHOLDER REPORT
As of April 11, 2003,September 12, 2014, the beneficial owners, directly or indirectly, of more than 5% of any class of the outstanding shares of the Funds are listed below.

FUND NAME                                               REGISTRATION               SHARES/CLASS     PERCENT
- ---------                                   ------------------------------------  ---------------   --------

CAT

  Liquid Assets Fund......................                   --                         --             --

  National
Fund
Shareholder
Name
Registration
Share
Class
Shares /
Percentage
PIP Asset Allocation
PIP Equity Opportunity
PIP Growth
PIP Conservative Allocation
PIP Moderate Allocation
PIP Growth Allocation
PIP 2 Taxable Money Market Fund..............  Mr. Ronald Zwieg                         15,729,585/A       5.9%
                                            Mr. David Gerdes Co-TTEES
                                            MPLS Retail Meatcutters & Food
                                            Handlers Pension FD/Peregrine
                                            6600 France Avenue S Ste 412
                                            Edina MN 55435

Special Money.............................  Summership & Co                           2,112,771/Z      99.9%
PIP 2 Short-Term Bond
PIP 3 Strategic Value
PIP 3 Select Growth
PIP 3 Real Assets
PIP 3 Market Neutral
PIP 4 Muni High Income
PIP 5 Conservative Growth
PIP 5 Small-Cap Value
PIP 5 Rising Dividend
PIP 6 Cal Muni
PIP 7 Value
PIP 8 Stock Index
PIP 9 Large-Cap Core
PIP 9 International Real Estate
PIP 9 Absolute Return Bond
PIP 9 Select Real Estate Fund
PIP 10 Mid-Cap Value
PIP 10 Equity Income
PIP 12 Global Real Estate
PIP 12 US Real Estate
PIP 12 Long-Short
PIP 12 Short Duration Muni
PIP 14 Government Income
PIP 14 Floating Rate
PIP 15 High Yield
PIP 15 Short Duration High Yield
PIP 16 Defensive Equity
PIP 16 Income Builder
PIP 17 Total Return Bond
PIP 17 Short Duration Multi-Sector
PIP 18 20/20 Focus
PIP 18 MLP
MoneyMart
National Muni
Blend
B-1
Fund
Shareholder
Name
Registration
Share
Class
Shares /
Percentage
Mid-Cap Growth
Small Company
World International Equity
World International Value
World Emerging Markets Debt
World Global Opportunities
World International Opportunities
World Global Infrastructure
Natural Resources
Global Total Return
Sector Financial Services
Sector Health Sciences
Sector Utility
Short-Term Corporate Bond
Target Small-Cap Value
Target Small-Cap Growth
Target Large-Cap Value
Target Large-Cap Growth
Target International Equity
Target Mortgage-Backed
Target Intermediate-Term Bond
Target Total Return Bond
B-2
Exhibit C
OFFICER INFORMATION1
Raymond A. O’Hara* (58) | Chief Legal Officer | Since 2012
Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of Prudential Investments LLC (since June 2012); Chief Legal Officer of Prudential Mutual Fund Services LLC (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988-August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).
Chad A. Earnst* (39) | Chief Compliance Officer | Since 2014
Principal Occupation(s) During Past 5 Years: Chief Compliance Officer (September 2014-Present) of Prudential Investments LLC; Chief Compliance Officer (September 2014-Present) of the Prudential Investments Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., Prudential Global Short Duration High Yield Income Fund, Inc., Prudential Short Duration High Yield Fund, Inc. and Prudential Jennison MLP Income Fund, Inc.; formerly Assistant Director (March 2010-August 2014) of the Asset Management Unit, Division of Enforcement, U.S. Securities & Exchange Commission; Assistant Regional Director (January 2010-August 2014), Branch Chief (June 2006-December 2009) and Senior Counsel (April 2003-May 2006) of the Miami Regional Office, Division of Enforcement, U.S. Securities & Exchange Commission.
Deborah A. Docs* (56) | Secretary | Since 2005 (a)
Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of Prudential Investments LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Jonathan D. Shain* (56) | Assistant Secretary | Since 2005
Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of Prudential Investments LLC; Vice President and Assistant Secretary (since February 2001) of Prudential Mutual Fund Services LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.
Claudia DiGiacomo* (39) | Assistant Secretary | Since 2005
Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of Prudential Investments LLC (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).
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Andrew R. French* (51) | Assistant Secretary | Since 2006
Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of Prudential Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.
Amanda S. Ryan (36) | Assistant Secretary | Since 2012
Principal Occupation(s) During Past 5 Years: Director and Corporate Counsel (since March 2012) of Prudential; Director and Assistant Secretary (since June 2012) of Prudential Investments LLC; Associate at Ropes & Gray LLP (2008-2012).
M. Sadiq Peshimam* (50) | Treasurer and Principal Financial & Accounting Officer | Since 2006
Principal Occupation(s) During Past 5 Years: Assistant Treasurer of funds in the Prudential Mutual Fund Complex (2006-2014); Vice President (since 2005) of Prudential Investments LLC.
Peter Parrella* (55) | Assistant Treasurer | Since 2007
Principal Occupation(s) During Past 5 Years: Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).
Lana Lomuti* (46) | Assistant Treasurer | Since 2014
Principal Occupation(s) During Past 5 Years: Vice President (since 2007) and Director (2005-2007), within Prudential Mutual Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc.
Linda McMullin* (52) | Assistant Treasurer | Since 2014
Principal Occupation(s) During Past 5 Years: Vice President (since 2011) and Director (2008-2011) within Prudential Mutual Fund Administration.
Theresa C. Thompson* (52) | Deputy Chief Compliance Officer | Since 2008
Principal Occupation(s) During Past 5 Years: Vice President, Compliance, Prudential Investments LLC (since April 2004); and Director, Compliance, Prudential Investments LLC (2001-2004).
Richard W. Kinville* (45) | Anti-Money Laundering Compliance Officer | Since 2011
Principal Occupation(s) During Past 5 Years: Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2005) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2007); formerly Investigator and Supervisor in the Special Investigations Unit for the New York Central Mutual Fire Insurance Company (August 1994-January 1999); Investigator in AXA Financial’s Internal Audit Department and Manager in AXA’s Anti-Money Laundering Office (January 1999-January 2005); first chair of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (June 2007-December 2009).
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*
The address for each officer is c/o Prudential Investments LLC, 100 Franklin St
                                            Fl 9
                                            Boston MA 22110

                                            Mr. Robert Johnson                        1,279,994/A      46.5%
                                            Mrs Bonnie Johnson CO-TTEES
                                            Johnson Family Trust
                                            UA DTD 12/29/92
                                            98 Glenwood Dr
                                            Greenwich CT 06830

PILP......................................  US Bank National                        113,104,887/I      6.66%
                                            Association A
                                            For DSCA (FSB) ACC
                                            David Morrison
                                            Corp TST Svcs EP-MN-T3DM
                                            180 5thMulberry Street, E
                                            Saint Paul MN 55101

                                            Johnson & Johnson                       125,000,000/I      7.34%
                                            One Johnson & Johnson Plaza
                                            Room WH3383
                                            New Brunswick NJ 08933

                                            Pru Trust Co Trustee Welfare B          253,429,860/I      14.9%
                                            Trust Unionized EEES Sub Account
                                            30 Scranton Office Park
                                            Scranton PA 18507



                                      A-1

FUND NAME                                               REGISTRATION               SHARES/CLASS     PERCENT
- ---------                                   ------------------------------------  ---------------   --------

Core......................................  Pru Inst'l LP Money Market SE           372,000,273/A      5.92%
                                            Attn: John Dittemer
                                            Two Gateway Center 3rd FloorThree, Newark, NJ, 07102

                                            PRU Ins General Lending               1,197,142,704/A      19.1%
                                            Collat
                                            Attn: John Dittemer
                                            Two Gateway Center
                                            3rd Floor
                                            Newark NJ, 07102

                                            Pru Series Funds                      2,591,638,565/A      41.2%
                                            Attn: John Dittemer
                                            Two Gateway Center
                                            3rd Floor
                                            Newark NJ, 07102New Jersey 07102.
1
Excludes Messrs. Parker and Benjamin, interested Board Members who serve as President and Vice President, respectively. Biographical and other information with respect to Messrs. Parker and Benjamin appears in Proposal No. 1.
(a)
Ms. Docs has served as Secretary since 2005 for all of the Prudential retail mutual funds, with the following exceptions: PIP 6 since 1998; Global Total Return.......................  Ms. Betty J Hewitt                            7,042/C      6.64%
                                            Ms. Gayleen Weller Co-TTEES
                                            Ms. Marion E Hurley
                                            Marion E Hurley Revoc Trust
                                            UA DTD 02/28/90
                                            7299 Flamingo Street
                                            Algonac, MI 48001

                                            Frontier Trust Company                        7,609/C      7.17%
                                            FBO Edmunds & Associates, Inc.
                                            700 17th Street, Suite 300
                                            Denver, CO 80202

                                            Frontier Trust Company                        7,731/C      7.29%
                                            FBO Sonitekd/B/A Sonic & Thermal.
                                            700 17th Street, Suite 300
                                            Denver, CO 80202

                                            Prudential Retirement Services              126,321/Z     19.63%
                                            As Nominee For TTEE Cust 300031
                                            Lansing Bd Of Water And Light
                                            30 Ed Preate Dr.
                                            Scranton, PA 18507
Return since 2003; PIP 14 since 1996; PIP 15 since 1996; PIP 4 since 1996; National Muni since 1996; Short-Term Corporate Bond since 1996; PIP 17 since 1996; PIP 3 since 2004; PIP since 2004; PIP 5 since 2003; Target since 2004; PIP 16 since 2004.



                                      A-2

                                                                       EXHIBIT B

                       BOARD AND
C-3
Exhibit D
AUDIT COMMITTEE INFORMATION(1)


CHARTER

                                                                 GLOBAL
                                                                 TOTAL   SPECIAL
ANNUAL FEE(2)                                  CAT   CORE  PILP  RETURN   MONEY
- -------------                                  ----  ----  ----  ------  -------

                                                N/A  N/A   N/A     N/A     N/A
Fee
I.
Qualifications for Attendance at Board Meetings(2)......   N/A  N/A   N/A     N/A     N/A
Fee for Attendance at Committee
  Meetings(2)................................   N/A  N/A   N/A     N/A     N/A
Number of Board Meetings duringMembership on the Last
  Fiscal Year................................     4    4     4       4       4
Number of Audit Committee Meetings during the
  Last Fiscal Year*..........................     4    4     4       4       4
Number
The Audit Committee of each Prudential Retail Mutual Fund (each, a “Fund”) shall consist of a minimum of three Directors of Nominating Committee Meetings
  during the Last Fiscal Year*...............    --   --    --      --      --
Size of Current Board........................     9    9     9      13       9




*   Only Independent Directors/Trustees serve on a Fund's Audit and Nominating
    Committees.


(1)  No fund within the Fund, Complex has a bonus, pension, profit sharing or
     retirement plan.


(2)  Whileappointed by the Board and Committee members do not receive attendance fees, they do
     receive compensation for Board and Committee membership. No
    Director/Trustee attended fewer than 75%of Directors of the total numberFund:
(a) no member shall be an “interested person” of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940 (1940 Act) and each member shall meet any applicable independence requirements of any national securities exchange or market quotation system on which Fund shares are or become listed or quoted;
(b) no member shall accept directly or indirectly any consulting, advisory, or other compensatory fee from the Fund (other than in his or her capacity as a member of the Board and
    Committee meetings duringof Directors or any committee thereof);
(c) at the last fiscal yeartime of each Fund.


    The charter of each Fund'shis or her appointment to the Audit Committee, provideseach member shall be financially literate as such qualification is interpreted by the following:

    Board of Directors in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee; and
(d) at least one member must have accounting or related financial management expertise as the Board of Directors interprets such qualification in its business judgment.
The responsibilitiesBoard of Directors shall determine (i) annually if simultaneous service on the audit committees of more than three public companies by a member of the Audit Committee would not impair the ability of eachsuch member to effectively serve on the Audit Committee and (ii) biennially whether any member of the Audit Committee is an “audit committee financial expert,” as defined in Item 3 of Form N-CSR.
II.
Purposes of the Audit Committee
The purposes of the Audit Committee are:
(a)to oversee the accounting and financial reporting processes of the Fund are and its internal control over financial reporting;
(b)to oversee the integrity of the Fund’s financial statements and the independent audit thereof;
(c)to oversee, or as appropriate, assist Board oversight of, the BoardFund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits;
(d)to approve the engagement of Directors/Trusteesthe Fund’s independent registered public accounting firm (“independent accountants”) and, in overseeingconnection therewith and on an ongoing basis, to review and evaluate the Fund'squalifications, independence and performance of the Fund’s independent publicaccountants;
D-1
(e)to prepare an Audit Committee report as required by rules promulgated by the Securities and Exchange Commission to be included in a Fund proxy statement; and
(f)to act as a liaison between the Fund’s independent accountants accounting policies and procedures, and other areas relating to
each Fund's auditing processes. the full Board.
III.
Role and Responsibilities of the Audit Committee
The function of the Audit Committee and the
Board of Directors is oversight. Itoversight; it is management'smanagement’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and the independent public accountants'accountants’ responsibility to plan and carry out a proper audit. Specifically, Fund management is responsible for: (1) preparation, presentation and integrity of the Fund’s financial statements; (2) maintenance of appropriate accounting and financial reporting principles and policies; (3) maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations; and (4) maintenance of procedures for the reporting to the Audit Committee of material findings by the internal audit department of Prudential Financial, Inc. relating to the operations of the Fund and/or its advisers or service providers. The independent public accountants are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and terms of their engagement letter. The independent accountants are accountable to the Board of Directors and the Audit Committee.Committee, as representatives of the shareholders. The Audit Committee will assistand the Board of Directors have the ultimate authority and responsibility to retain and terminate the Fund’s independent accountants (subject, if applicable, to shareholder ratification). Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of the Fund’s service providers, including the independent accountants.
The review of a Fund’s financial statements by the Audit Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of the Fund’s management for preparing, or the independent accountants for auditing, the financial statements. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Fund or management and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the responsibility of the Committee or its members to conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles, to conduct “field work” or other types of auditing or accounting reviews or procedures.
In discharging their duties, the members of the Audit Committee are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: - Advising(1) one or more officers of the Fund whom the Director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within the person’s professional or expert competence; (3) a Board committee of Directors with respectwhich the Director is not a member; and (4) representations made by management as to any information technology, internal audit and other non-audit services provided by the independent accountants to the Fund. “Management” means the Fund’s investment adviser or administrator, acting through its officers and employees, not the Fund’s officers as such.
D-2
IV.
Duties and Powers of the Audit Committee
To carry out its purposes, the Audit Committee shall have the following duties and powers:
(a) to select or retain independent accountants to annually audit and provide their opinion on the Fund’s financial statements, and recommend to those Board members who are not “interested persons” (as that term is defined in Section 2(a)(19) of the 1940 Act) to ratify the selection retention
      or termination,retention;
(b) to terminate, as appropriate, the independent accountants;
(c) to monitor the independence and capabilities of the independent public accountants for
      the Fund.

    - Reviewingaccountants;
(d) to review and approve the independent public accountants'accountants’ compensation and the proposed terms of their engagement.

    - Monitoringengagement, including the independencefees proposed to be charged to the Fund by the independent accountants for each audit and non-audit service;
(e) to approve prior to appointment, the engagement of the independent public accountants.

    - Recommendingaccountant or any other independent accounting firms to provide other audit services to the Fund or to provide permissible non-audit services to the Fund, its investment adviser (which throughout this Charter includes the Fund’s subadviser(s), if any), administrator or any entity controlling, controlled by, or under common control with the investment adviser or the administrator (adviser/administrator affiliate) that provides ongoing services to the Fund, if the engagement relates directly to the operations or financial reporting of the Fund and as otherwise required by law;
(f) to discuss with management the independent accountants’ proposals for implementing the rotation of the lead audit partner, the concurring partner and any other active audit engagement team partner and to consider periodically whether to rotate the audit firm itself;
(g) to establish, to the extent deemed appropriate by the Audit Committee, policies and procedures for pre-approval of the engagement of the Fund’s independent accountants to provide any of the services described in the paragraph immediately above;
(h) to consider the controls applied by the independent accountants and any measures taken by management in an effort to assure that all items requiring pre-approval by the Audit Committee are identified and referred to the Committee in a timely fashion;
(i) to consider whether the non-audit services provided by the Fund’s independent accountants to the Fund, the Fund’s investment adviser, administrator or any adviser/administrator affiliate that provides ongoing services to the Fund, are compatible with maintaining the independent accountants’ independence;
(j) to recommend to the Board of Directors the appointment of the Fund'sFund’s principal accounting officer and principal financial officer.

    - Recommendingofficer;
(k) to the Board of Directors, when the Committee deems it
      advisable, thatreview with the independent public accountants engage in specific
      studies and reports regarding auditing matters, accounting procedures, and
      tax and other matters.

    - Reviewing the arrangements for and scope of the annual audit and any special audits; the personnel, staffing, qualifications and experience of the independent accountants, including any specialized knowledge or skill needed to perform the audits; any significant changes to the planned audit strategy or identified risks; and any significant issues that the independent accountants discussed with management in connection with their appointment or retention;
D-3
(l) to oversee the work of the Fund’s independent accountants by reviewing, with the independent accountants, (i) the arrangements for, the scope of, and the results of, the audit of annual financial statements.

    - Reviewingstatements, including any significant changes to the planned audit strategy or identified risks; and (ii) the Fund’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of key service providers;
(m) to review and discuss the Fund’s annual audited financial statements.

    - Reviewing,statements, and, to the extent required by applicable law or regulations, the Fund’s semi-annual financial statements, with Fund management and the Fund’s independent accountants, including the significant assumptions underlying highly subjective estimates and any accounting adjustments arising from the audit that were noted or proposed by the independent accountants but were not implemented (as immaterial or otherwise); reviewing the Fund’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to review the independent accountants’ opinion on the Fund’s financial statements; and to review any matters relating to the other information in documents containing the audited financial statements of the Fund;
(n) to review with the independent accountants all matters required to be communicated to the Audit Committee by the independent accountants including, but not limited to: (a) the results of the most recent inspection of the independent accountants by the Public Company Accounting Oversight Board (“PCAOB”), including the independent accountants’ response to any identified accounting deficiencies; (b) the extent to which the independent accountants intend to use the internal auditors of the Funds or Management in the audit; (c) any complaints or concerns regarding accounting or auditing matters that have come to the attention of the independent accountants; (d) the detection of fraud or illegal acts; (e) any violations or possible violations of laws or regulations; (f) any significant issues or other contentious matters for which the independent accountants have consulted outside the engagement team; (g) any disagreements or difficulties with management; (h) any significant transactions that are outside the ordinary course of business or otherwise appear to be unusual; (i) any significant accounting policies in controversial areas or areas for which there is a lack of authoritative guidance or diversity in practice; (j) any consultations by management with other accountants, information about other accounting firms or other persons performing audit procedures, and the basis upon which the independent accountants can serve as principal auditor if significant parts of the audit will be performed by other auditors; and (k) any other matters required to be discussed pursuant to all applicable PCAOB or other applicable standards or other matters arising out of the audit that are significant to the oversight of the Fund’s financial reporting process;
(o)[Exchange-listed closed-end funds only] to review major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund’s selection or application of accounting principles, and major issues as to the adequacy of the Fund’s internal controls and any special audit steps adopted in light of material control deficiencies;
(p) to review, as appropriate and in consultation with management of the Fund and/or the independent public
      accountants, reports or other communications submitted by the independent accountants and/or management, whether voluntary or mandated by
D-4
law, including those relating to Fund accounting and financial reporting policies, procedures and internal controls over financial reporting (including the Fund’s critical accounting policies and procedures applicablepractices and any judgments made in connection with the preparation of the financial statements), any matters of concern relating to the FundFund’s financial statements ([Exchange-listed closed-end funds only] including the effects of alternative generally accepted accounting principles (“GAAP”) methods on financial statements and any adjustments to such statements recommended by the independent accountants), any material problems or difficulties in conducting the audit or reaching an unqualified opinion on the financial statements, any significant disagreements with management and, to the extent the Audit Committee deems necessary or appropriate, any matters to promote improvements in the quality of the Fund’s accounting and financial reporting, as well as any management responses to comments relating to those policies, procedures, controls and procedures.

    - Reviewingother issues;
(q) to review with the independent public accountants' opinions.

                                      B-1

    - Considering,Fund’s principal executive officer and/or principal financial officer in connection with required certifications on Form N-CSR any significant deficiencies in the design or operation of internal controls over financial reporting or material weaknesses therein and any reported evidence of fraud involving management or other employees or employees of the investment adviser who have a significant role in the Fund’s internal control over financial reporting;
(r) to consider, in consultation with the independent public accountants and management, the adequacy of the Fund’s accounting and financial reporting policies and practices, and their internal controls and procedures for financial reporting;
(s) to help provide reasonable assurance that
      publicly reportedestablish procedures for (i) the receipt, retention and treatment of complaints received by the Fund relating to accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Fund and by employees of the Fund’s investment adviser, administrator, principal underwriter, and any other provider of accounting related services for the Fund of concerns about accounting or auditing matters;
(t) to address reports from attorneys (in accordance with any attorney conduct procedures adopted by the Fund or its investment adviser from time to time) or independent accountants of possible violations of federal or state law or fiduciary duty;
(u)[Exchange-listed closed-end funds only] to review the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements are presented fairly and in
      conformity with generally accepted accounting principles.

    - Investigating,of the Fund;
(v) to review, periodically, reports to the Audit Committee regarding findings by the internal audit department of Prudential Financial, Inc. relating to the operations of the Fund and/or its advisers or service providers;
(w) to investigate, or initiate an investigation, when the Committee deems it necessary, of reports (which may be submitted confidentially and anonymously) of potential improprieties or improprieties in connection with the Fund’s accounting or financial reporting Fund operations.

    - Meeting, as appropriate,operations;
(x) to meet periodically with management of the Fund (outside the presence of the independent public accountants) and with the independent public
      accountants of the Fund (outside
D-5
the presence of Fund management) to discuss any issues relating to the Fund'sFund’s audited financial statements or otherwise arising from the Committee's functions.

    - ReportingCommittee’s functions;
(y) to resolve disagreements between management and the Committee'sindependent accountants regarding financial reporting or in Fund operations;
(z)[Exchange-listed closed-end Funds only] to discuss, as appropriate, the Fund’s earnings press releases (including the type and presentation of information to be included therein, paying particular attention to any use of “pro forma,” or “adjusted non-GAAP, information), as well as financial information and earnings guidance provided to analysts and rating agencies, if any;
(aa) at least annually, to obtain and review a report by the Fund’s independent accountants describing: (i) such independent accountants’ internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of such independent accountants, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by such independent accountants, and any steps taken to deal with any such issues; and (iii) to assess the independence of the Fund’s independent accountants, all relationships between the Fund’s independent accountants and the Fund, the Fund’s investment adviser, administrator and affiliates thereof;
(bb) to establish hiring policies and procedures for the Fund, its investment adviser or administrator relating to the hiring of employees or former employees of the Fund’s independent accountants;
(cc)[Exchange-listed closed-end Funds only] to provide assistance to the Fund, if appropriate, in preparing any written affirmation or written certification required to be filed with any market quotation system or stock exchange on which Fund shares are or become quoted or listed;
(dd)to report the Committee’s activities and conclusions on a regular basis to the Board of Directors ([Exchange-listed closed-end funds only] including reviewing any issues that arise with respect to the quality or integrity of the Fund’s financial statements, its compliance with legal or regulatory requirements and makingthe performance and independence of the independent accountants)and to make such recommendations as the Committee deems appropriate.

    - Annually reviewingnecessary or appropriate;
(ee)[Exchange-listed closed-end funds only] to evaluate the qualifications, independence and performance of the Fund’s independent accountants, including the lead partner of the independent auditor, in light of the opinions of management and internal auditors;
(ff)to annually review the adequacy of, and, as appropriate, implementingimplement changes to, its Charter.

    In fulfillingCharter;
(gg)to evaluate annually the functions outlined above,performance of the Audit Committee;
(hh)[Exchange-listed closed-end funds only] to discuss with management the Fund’s major financial risk exposures and the steps management has taken (including the guidelines and processes) to monitor and control such exposures, including the Fund’s risk assessment and risk management policies;
D-6
(ii)[Exchange-listed closed-end funds only] to make the statement required by the rules of the Securities and Exchange Commission to be included in the Fund’s annual proxy statement, if any, and determine to its satisfaction that the Audit Committee willhas: (i) reviewed and discussed the audited financial statements with management; (ii) discussed with the independent accountants the matters required to be entitleddiscussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; (iii) received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence; and (iv) made a recommendation to rely on (1) the integrityBoard of those personsDirectors as to whether the financial statements should be included in the Fund’s annual report for the past fiscal year, for filing with the Securities and organizations withinExchange Commission; and outside
(jj)to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter.
To the extent permitted by a Fund’s Articles of Incorporation/Declaration of Trust and bylaws, the Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members in accordance with pre-approval policies and procedures developed by the Committee. Any decisions of the subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next regularly scheduled meeting. Pre-approval of the audit required by the Securities and Exchange Act of 1934 may not be delegated.
The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including appropriate funding, as determined by the Committee, for payment of compensation to the Fund’s independent accountants or any other accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services for the Fund, the authority to retain and compensate independent counsel and other advisers as the Committee deems necessary, and the appropriate resources, as the Committee deems necessary, to pay for ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
V.
Meetings of the Audit Committee
The Audit Committee shall regularly meet, in separate executive sessions, with representatives of Fund management and the Fund’s independent accountants. The Committee may also request to meet with internal legal counsel and compliance personnel of the Fund’s investment adviser or administrator and with entities that provide significant accounting or administrative services to the Fund to discuss matters relating to the Fund’s accounting and compliance as well as other Fund-related matters.
D-7
Exhibit E
BOARD & COMMITTEE MEETINGS1
HELD DURING LAST FISCAL YEAR
Company
  
Board
Meetings
  
Audit
Committee
Meetings
  
Nominating
&
Governance
Committee
Meetings
  
Investment
Committee
Meetings
PIP
  
6
  
4
  
5
  
4
PIP 2
  
8
  
4
  
5
  
4
PIP 3
  
8
  
4
  
4
  
4
PIP 4
  
6
  
4
  
5
  
4
PIP 5
  
5
  
4
  
5
  
4
PIP 6
  
5
  
4
  
5
  
4
PIP 7
  
5
  
4
  
5
  
4
PIP 8
  
6
  
4
  
5
  
4
PIP 9
  
6
  
4
  
5
  
4
PIP 10
  
6
  
4
  
5
  
4
PIP 12
  
8
  
4
  
4
  
4
PIP 14
  
8
  
4
  
5
  
4
PIP 15
  
5
  
4
  
5
  
4
PIP 16
  
6
  
4
  
5
  
4
PIP 17
  
6
  
4
  
5
  
4
PIP 18
  
6
  
4
  
5
  
4
MoneyMart
  
5
  
4
  
5
  
4
National Muni
  
5
  
4
  
5
  
4
Blend
  
5
  
4
  
5
  
4
Mid-Cap Growth
  
5
  
4
  
5
  
4
Small Company
  
6
  
4
  
5
  
4
World Fund
  
6
  
4
  
5
  
4
Natural Resources
  
6
  
4
  
5
  
4
Global Total Return
  
6
  
4
  
5
  
4
Sector
  
6
  
4
  
5
  
4
Short-Term Corporate Bond
  
6
  
4
  
5
  
4
Target
  
6
  
4
  
5
  
4
1
During the most recent fiscal year for each Company, no incumbent Board Member attended fewer than 75 percent of the total number of Board and Committee meetings held during the fiscal year.
E-1
Exhibit F
NOMINATING & GOVERNANCE COMMITTEE CHARTER
The responsibilities of the Nominating and Governance Committee of each Fund from whom it receives information and (2) the accuracy of
financial and other information that these persons and organizations provideinclude:
Recommending to the Committee. "Management" means the Fund's Manager, acting through its
officers and employees, not the Fund's officers as such.

                                      B-2

                                                                       EXHIBIT C

                              OFFICER INFORMATION



                                                           OFFICER SINCE
                                                  --------------------------------
NAME, AGE, PRINCIPAL                                                GLOBAL
BUSINESS OCCUPATION FOR THE                                         TOTAL  SPECIAL
PAST FIVE YEARS                        OFFICE      CAT  CORE  PILP  RETURN  MONEY
- ---------------------------         ------------- ----- ----- ----- ------ -------

Judy A. Rice (55)                   President     2000  2000  2000   2000    2000
President, Chief Executive
Officer, Chief Operating Officer
and Officer-In-Charge (since 2003)Board of Directors of PI; formerly various positions
to Senior Vice President
(1992-1999) of PSI; and various
positions to Managing Director
(1975-1992) of Salomon Smith
Barney; Member of Board of
Governors of the Money Management
Institute.

Robert F. Gunia (56)                Vice          1997  1999  1996   1996    1996
Executive Vice President and Chief  President
Administrative Officer (since June
1999) of PI; Executive Vice
President and Treasurer (since
January 1996) of PI; President
(since April 1999) of PIMS;
Corporate Vice President (since
September 1997) of The Prudential
Insurance Company of America;
formerly Senior Vice President
(March 1987-May 1999) of PSI;
formerly Chief Administrative
Officer (July 1989-September
1996), Director (January
1989-September 1996) and Executive
Vice President, Treasurer and
Chief Financial Officer (June
1987-December 1996) of Prudential
Mutual Fund Management, Inc.
(PMF); Vice President and Director
(since May 1989) and Treasurer
(since 1999) of The Asia Pacific
Fund, Inc.

Grace C. Torres (43)                Treasurer &   1997  1999  1997   1997    1997
Senior Vice President (since        Principal
January 2000) of PI; formerly       Financial and
First Vice President (December      Accounting
1996-January 2000) of PI and First  Officer
Vice President (March 1993-1999)
of PSI.

Jonathan D. Shain (44)              Secretary     2001  2001  2001    N/A    2001
Vice President and Corporate
Counsel (since August 1998) of
Prudential; formerly Attorney with
Fleet Bank, N.A. (January
1997-July 1998) and Associate
Counsel (August 1994-January 1997)
of New York Life Insurance
Company.

Maria Master (32)                   Secretary      N/A   N/A   N/A   2002     N/A
Vice President and Corporate
Counsel (since August 2001) of
Prudential; formerly
Financial/Economic Analyst with
the Federal Reserve Bank of New
York (April 1999-July 2001),
Associate Attorney of Swidler
Berlin Shereff Friedman, LLP
(March 1997-April 1999) and
Associate Attorney of Riker,
Danzing, Scherer, Hyland &
Perretti LLP (August 1995-March
1997).

Marguerite E.H. Morrison (46)       Assistant     2002  2002  2002   2002    2002
Vice President and Chief Legal      Secretary
Officer-Mutual Funds and Unit
Investment Trusts (since August
2000) of Prudential; Senior Vice
President and Assistant Secretary
(since February 2001) of PI; Vice
President and Assistant Secretary
of PIMS (since October 2001),
previously Vice President and
Associate General Counsel
(December 1996-February 2001) of
PI and Vice President and
Associate General Counsel
(September 1987-September 1996) of
PSI.

Maryanne Ryan (38)                  Anti-Money    2002  2002  2002   2002    2002
Vice President, Prudential (since   Laundering
November 1998), First Vice          Compliance
President of PSI (March 1997-May    Officer
1998).



                                      C-1

                                                                       EXHIBIT D

                                                  FUND

                              MANAGEMENT AGREEMENT

    Agreement made the    day of          , 2003 between
Fund (the Fund), a [Delaware statutory trust][Massachusetts business
trust][Maryland corporation], and Prudential Investments LLC, a New York limited
liability company (the Manager).

                              W I T N E S S E T H

    WHEREAS, the Fund is a diversified, open-endthe slate of nominees for Independent Directors and Non-Management Directors to be elected (including any Directors to be elected to fill vacancies). The Committee will evaluate candidates’ qualifications for Board membership and their independence from management investment company
registered underand principal service providers in terms of both the letter and the spirit of the Investment Company Act of 1940 and the Rules, Regulations and Forms under the Act. The Committee also will consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, such as amended (the 1940 Act);business, financial or family relationships with Fund managers or service providers.
Interviewing (which will be done by the Committee Chair and WHEREAS,at least one other member of the Committee) any candidates (Independent, Interested or Non-Management) whom the Committee anticipates recommending to the Board of Directors for service on the Board. The Committee will not consider any candidate for an Independent Director who is a close family member of an employee, officer or interested Director of any Fund or its affiliates.
Reviewing the independence of Independent Directors then serving on the Fund desires to retainBoard. An otherwise Independent Director who served as an officer or director of the Manager to renderFund’s manager, investment adviser, principal underwriter or contract to
obtainany affiliate thereof will not be deemed independent, unless two years have elapsed since he or she severed all such affiliations. No close family member of an employee, officer or interested Director of any Fund or its affiliates will be deemed independent. No person who receives, or who in the preceding two years has received, any consulting, advisory or similar fee from Prudential Investments or any affiliate thereof, will be deemed independent.
Recommending, as hereinafter provided investment advisory servicesappropriate, to the Fund and one
or more of its series (individually and collectively withBoard the Fund, referredIndependent Directors to herein as the Fund) and the Fund also desires to avail itself of the facilities
available to the Manager with respect to the administration of its day-to-day
business affairs, and the Manager is willing to render such investment advisory
and administrative services;

    NOW, THEREFORE, the parties agree as follows:

    1.  The Fund hereby appoints the Manager to act as manager of the Fund and
    each series thereof, if any (each, a Portfolio) and as administrator of its
    business affairsbe selected for the period andmembership on the terms set forth in this
    Agreement. The Manager accepts such appointment and agrees to rendervarious Board Committees.
Reviewing the services herein described, for the compensation herein provided. Subject to
    the approvalcomposition of the Board of [Directors][Trustees]Directors to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board.
•
Reporting biennially to the Board on whether the Audit Committee has at least one Audit Committee Financial Expert.1
Assisting the Board Chair with the development of Board meeting agendas.
Reviewing each Director’s beneficial investment in Fund shares. The Committee will encourage each Director to maintain, either directly, beneficially or through the Fund,deferred compensation plan, investments in the Manager
    is authorizedone
1
Audit Committee financial experts were last designated in April 2013. The Governance Committee will review this designation every year ending in an odd number.
F-1
or more Funds in the cluster that are equal to the aggregate fees for one year that he or she receives for Board-related service to the Funds. Under ordinary circumstances, new Independent Directors will have two years to comply with this policy.
Being available to enter intoassist the Board of Directors in evaluating the quality of Director participation on the Board, which may be measured, in part, by factors such as attendance and contributions at Board meetings and by a subadvisory agreementreview of responses to the annual Board Assessment Questionnaire. The Committee will review, with Prudential
    Investment Management, Inc., Jennison Associates LLC,the Board Chair, the summary of responses to the Board Assessment Questionnaire and report those responses to the full Board. A Director automatically will be ineligible for re-nomination to the Board, and the Board will request his or her resignation, if for health or any other subadviser, whetherreason the individual fails to participate, over any eighteen-month period, in (1) three consecutive regularly scheduled in-person meetings of the Board or not affiliated(2) fourin-person meetings of the Board.
Recommending to the Board a successor to the Board Chair at the expiration of a term or when a vacancy occurs.
Developing an annual education calendar that details the topics to be addressed in the Board’s quarterly education sessions. The educational calendar for a year will be presented to the full Board at its last quarterly meeting of the prior year. The Committee Chair, in consultation with the Manager (each, a Subadviser),
    pursuant to which such Subadviser shall furnishBoard Chair, may make adjustments to the Fundeducational calendar during the investment
    advisory servicesyear as appropriate due to industry or regulatory developments or other factors.
Annually monitoring the attendance by each Independent Director andNon-Management Director at educational seminars, conferences or similar meetings. The Board encourages each Independent and non-Management Director to attend at least one such meeting per year. Any Independent orNon-Management Director who wishes to attend an educational seminar, conference or similar meeting must obtain the consent of the Board Chair before incurring expenses in connection with that educational seminar, conference or meeting.
Developing and conducting orientation sessions for any new Independent or Non-Management Directors before or shortly after the management ofnew Director joins the Fund (each, a
    Subadvisory Agreement). Subject to the approval of the Board of
    [Directors][Trustees] of the Fund, the Manager is authorized to retain more
    than one Subadviser for the Fund,Board.
In collaboration with outside counsel and if the Fund has more than one
    Subadviser, the Manager is authorized to allocate the Fund's assets among
    the Subadvisers. The Manager will continue to have responsibility for all
    investment advisory services furnished pursuant to any Subadvisory
    Agreement. The Fund and Manager understand and agree that the Manager may
    manage the Fund in a "manager-of-managers" style with either a singleas required by law or multiple subadvisers, which contemplates that the Manager will, among other
    things and pursuant to an Order issueddeemed advisable by the SecuritiesCommittee, developing policies and Exchange
    Commission (SEC): (i) continually evaluateprocedures addressing matters which should come before the Committee in the proper exercise of its duties.
Reviewing, at least annually, the Board’s adherence to industry “recommended practices.”
Reviewing, at least annually, the performance of each
    Subadviseroutside counsel to the Fund, if applicable, through quantitativeFunds and qualitative
    analysisof counsel to the Independent Directors, including fees and consultationsexpenses.
Reviewing Director compliance with such Subadviser; (ii) periodically makethe policy encouraging Directors to provide, when feasible, at least six months’ notice before resigning from the Board.
F-2
Reviewing Director compliance with the requirement that a Director must retire from Board service by December 31 of the year in which he or she reaches the age of 75.
Reviewing and making recommendations to the Board of Directors concerning Director compensation and expenses, including:
– annual Director fees;
– supplemental compensation for Committee service;
– supplemental compensation for serving as to whether the contract with onea Committee Chair;
– Board or more
    Subadvisers should be renewed, modified,Committee meeting attendance fees;
– daily Director service fees or terminated; and
    (iii) periodically report toper diem amounts, as contemplated by the Board regarding the resultsCompensation Policy; and
– expense reimbursement.
Annually reviewing and, as appropriate, recommending changes to its Charter.
Process for Review of its
    evaluation and monitoring functions. The Fund recognizes that a Subadviser's
    services may be terminated or modified pursuant to the "manager-of-managers"
    process, and that the Manager may appoint a new Subadviser for a Subadviser
    that is so removed.

    2.  Subject to the supervision of theOperating Company Board of [Directors][Trustees], the
    Manager shall administer the Fund's business affairs and, in connection
    therewith, shall furnish the Fund with office facilities and with clerical,
    bookkeeping and recordkeeping services at such office facilities and,
    subject to Section 1 hereof and any Subadvisory Agreement, the Manager shall
    manage the investment operations of the Fund and the composition of the
    Fund's portfolio, including the purchase, retention and disposition

                                      D-1

    thereof, in accordance with the Fund's investment objectives, policies and
    restrictions as stated in the Fund's SEC registration statement, and subject
    to the following understandings:

        (a) The Manager (or a Subadviser under the Manager's supervision) shall
    provide supervision of the Fund's investments, and shall determine fromService
From time to time, what investmentsan Independent Director or securities willNon-Management Director may be purchased, retained, sold or
    loaned byasked to serve on an operating company Board. Subject to confidentiality considerations, such Director is encouraged to notify the Fund, and what portionChair of the assetsCommittee and Independent Directors’ counsel as promptly as possible. The Committee Chair will be invested or held
    uninvestedwork with counsel to coordinate appropriate communications with management, the Board Chair and the Committee. At the conclusion of this process (and during the process, as cash.

        (b) The Manager, inappropriate), the performance of its duties and obligations under
    this Agreement, shall act in conformityCommittee Chair will communicate with the [Declaration of
    Trust][Articles of Incorporation] of the Fund and the Fund's SEC
    registration statement and with the instructions and directions of the Board
    of [Trustees][Directors], and will conform to and comply with the
    requirements of the 1940 Act and all other applicable federal and state laws
    and regulations. In connection therewith, the Manager shall, among other
    things, prepare and file (or cause to be prepared and filed) such reports as
    are, or may in the future be, required by the SEC.


        (c) The Manager (or the Subadviser under the Manager's supervision)
    shall determine the securities and futures contracts to be purchased or sold
    by the Fund and will place orders pursuant to its determinations with or
    through such persons, brokers, dealers or futures commission merchants
    (including but not limited to Prudential Securities Incorporated) in
    conformity with the policy with respect to brokerage as set forth in the
    Fund's registration statement or as the Board of [Trustees][Directors] may
    direct from time to time. In providing the Fund with investment supervision,
    it is recognized that the Manager (or the Subadviser under the Manager's
    supervision) will give primary consideration to securing the most favorable
    price and efficient execution. Consistent with this policy, the Manager (or
    Subadviser under the Manager's supervision) may consider the financial
    responsibility, research and investment information and other services
    provided by brokers, dealers or futures commission merchants who may effect
    or be a party to any such transaction or other transactions to which other
    clients of the Manager (or Subadviser) may be a party, the size and
    difficulty in executing an order, and the value of the expected contribution
    of the broker-dealer to the investment performance of the Fund on a
    continuing basis. The Manager (or Subadviser) to the Fund each shall have
    discretion to effect investment transactions for the Fund through
    broker-dealers (including, to the extent legally permissible, broker-dealers
    affiliated with the Manager or Subadviser(s)) qualified to obtain best
    execution of such transactions who provide brokerage and/or research
    services, as such services are defined in Section 28(e) of the Securities
    Exchange Act, as amended (the "1934 Act"), and to cause the Fund to pay any
    such broker-dealers an amount of commission for effecting a portfolio
    transaction in excess of the amount of commission another broker-dealer
    would have charged for effecting that transaction, if the brokerage or
    research services provided by such broker-dealer, viewed in light of either
    that particular investment transaction or the overall responsibilities of
    the Manager (or the Subadviser) with respect to the Fund and other accounts
    as to which they or it may exercise investment discretion (as such term is
    defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to
    the amount of commission.


        On occasions when the Manager (or a Subadviser under the Manager's
    supervision) deems the purchase or sale of a security or a futures contract
    to be in the best interest of the Fund as well as other clients of the
    Manager (or the Subadviser), the Manager (or Subadviser), to the extent
    permitted by applicable laws and regulations, may, but shall be under no
    obligation to, aggregate the securities or futures contracts to be so sold
    or purchased in order to obtain the most favorable price or lower brokerage
    commissions and efficient execution. In such event, allocation of the
    securities or futures contracts so purchased or sold, as well as the
    expenses incurred in the transaction, will be made by the Manager (or the
    Subadviser) in the manner it considers to be the most equitable and
    consistent with its fiduciary obligations to the Fund and to such other
    clients.

                                      D-2

        (d) The Manager (or the Subadviser under the Manager's supervision)
    shall maintain all books and records with respect to the Fund's portfolio
    transactions and shall render to the Fund's Board of Trustees such periodic
    and special reports as the Board may reasonably request.

        (e) The Manager (or the Subadviser under the Manager's supervision)
    shall be responsible for the financial and accounting records to be
    maintained by the Fund (including those being maintained by the Fund's
    Custodian).

        (f) The Manager (or the Subadviser under the Manager's supervision)
    shall provide the Fund's Custodian on each business day information relating
    to all transactions concerning the Fund's assets.

        (g) The investment management services of the Manager to the Fund under
    this Agreement are not to be deemed exclusive, and the Manager shall be free
    to render similar services to others.

        (h) The Manager shall make reasonably available its employees and
    officers for consultation with any of the [Trustees][Directors] or officers
    or employees of the Fund with respect to any matter discussed herein,
    including, without limitation, the valuation of the Fund's securities.

    3.  The Fund has delivered to the Manager copies of each of the following
    documents and will deliver to it all future amendments and supplements, if
    any:

        (a) [Declaration of Trust][Articles of Incorporation];

        (b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof
    and as amended from time to time, are herein called the "By-Laws");

        (c) Certified resolutions of the Board of [Trustees][Directors] of the
    Fund authorizing the appointment of the Manager and approving the form of
    this agreement;

        (d) Registration Statement under the 1940 Act and the Securities Act of
    1933, as amended, on Form N-1A (the Registration Statement), as filed with
    the SEC relating to the Fund and its shares of [beneficial interest][common
    stock], and all amendments thereto; and

        (e) Prospectus and Statement of Additional Information of the Fund.

    4.  The Manager shall authorize and permit any of its officers and employees
    who may be elected as [Trustees][Directors] or officers of the Fund to serve
    in the capacities in which they are elected. All services to be furnished by
    the Manager under this Agreement may be furnished through the medium of any
    such officers or employees of the Manager.

    5.  The Manager shall keep the Fund's books and records required to be
    maintained by it pursuant to Paragraph 2 hereof. The Manager agrees that all
    records that it maintains for the Fund are the property of the Fund, and it
    will surrender promptly to the Fund any such records upon the Fund's
    request, provided however that the Manager may retain a copy of such
    records. The Manager further agrees to preserve for the periods prescribed
    by Rule 31a-2 under the 1940 Act any such records as are required to be
    maintained by the Manager pursuant to Paragraph 2 hereof.

    6.  During the term of this Agreement, the Manager shall pay the following
    expenses:

        (i) the salaries and expenses of all employees of the Fund and the
    Manager, except the fees and expenses of [Directors] [Trustees] who are not
    affiliated persons of the Manager or any Subadviser,

        (ii) all expenses incurred by the Manager in connection with managing
    the ordinary course of the Fund's business, other than those assumed by the
    Fund herein, and

        (iii) the fees, costs and expenses payable to a Subadviser pursuant to a
    Subadvisory Agreement.

                                      D-3

    The Fund assumes and will pay the expenses described below:

        (a) the fees and expenses incurred by the Fund in connection with the
    management of the investment and reinvestment of the Fund's assets,

        (b) the fees and expenses of [Trustees][Directors] who are not
    "interested persons" of the Fund within the meaning of the 1940 Act,

        (c) the fees and expenses of the Custodian that relate to (i) the
    custodial function and the recordkeeping connected therewith,
    (ii) preparing and maintaining the general accounting records of the Fund
    and the provision of any such records to the Manager useful to the Manager
    in connection with the Manager's responsibility for the accounting records
    of the Fund pursuant to Section 31 of the 1940 Act and the
    rules promulgated thereunder, (iii) the pricing or valuation of the shares
    of the Fund, including the cost of any pricing or valuation service or
    services which may be retained pursuant to the authorization of the Board of
    [Trustees][Directors], and (iv) for both mail and wire orders, the
    cashiering function in connection with the issuance and redemption of the
    Fund's securities,

        (d) the fees and expenses of the Fund's Transfer and Dividend Disbursing
    Agent that relate to the maintenance of each shareholder account,

        (e) the charges and expenses of legal counsel and independent
    accountants for the Fund,

        (f) brokers' commissions and any issue or transfer taxes chargeable to
    the Fund in connection with its securities and futures transactions,

        (g) all taxes and corporate fees payable by the Fund to federal, state
    or other governmental agencies,

        (h) the fees of any trade associations of which the Fund may be a
    member,

        (i) the cost of share certificates representing, and/or non-negotiable
    share deposit receipts evidencing, shares of the Fund,

        (j) the cost of fidelity, directors' and officers' and errors and
    omissions insurance,

        (k) the fees and expenses involved in registering and maintaining
    registration of the Fund and of its shares with the SEC, and paying notice
    filing fees under state securities laws, including the preparation and
    printing of the Fund's registration statement and the Fund's prospectuses
    and statements of additional information for filing under federal and state
    securities laws for such purposes,

        (l) allocable communications expenses with respect to investor services
    and all expenses of shareholders' and [Trustees'][Directors'] meetings and
    of preparing, printing and mailing reports and notices to shareholders in
    the amount necessary for distribution to the shareholders,

        (m) litigation and indemnification expenses and other extraordinary
    expenses not incurred in the ordinary course of the Fund's business, and

        (n) any expenses assumed by the Fund pursuant to a Distribution and
    Service Plan adopted in a manner that is consistent with Rule 12b-1 under
    the 1940 Act.

    7.  For the services provided and the expenses assumed pursuant to this
    Agreement, the Fund will pay to the Manager as full compensation therefor a
    fee at the annual rate(s) as described on the attached Schedule A with
    respect to the average daily net assets of the Fund. This fee will be
    computed daily, and will be paid to the Manager monthly. The Fund shall not
    pay any fee or other compensation to the Manager for the services provided
    and the expenses assumed pursuant to this Agreement.

                                      D-4

    8.  The Manager shall not be liable for any error of judgment or for any
    loss suffered by the Fund in connection with the matters to which this
    Agreement relates, except a loss resulting from a breach of fiduciary duty
    with respect to the receipt of compensation for services (in which case any
    award of damages shall be limited to the period and the amount set forth in
    Section 36(b)(3) of the 1940 Act) or loss resulting from willful
    misfeasance, bad faith or gross negligence on its part in the performance of
    its duties or from reckless disregard by it of its obligations and duties
    under this Agreement.

    The Fund shall indemnify the Manager and hold it harmless from and against
    all damages, liabilities, costs and expenses (including reasonable
    attorneys' fees and amounts reasonably paid in settlements) incurred by the
    Manager in or by reason of any pending, threatened or completed action,
    suit, investigation or other proceeding (including an action or suit by or
    in the right of the Fund or its security holders) arising out of or
    otherwise based upon any action actually or allegedly taken or omitted to be
    taken by the Manager in connection with the performance of any of its duties
    or obligations under this Agreement; provided, however, that nothing
    contained herein shall protect or be deemed to protect the Manager against
    or entitle or be deemed to entitle the Manager to indemnification in respect
    of any liability to the Fund or its security holders to which the Manager
    would otherwise be subject by reason of willful misfeasance, bad faith or
    gross negligence in the performance of its duties, by reason of its reckless
    disregard of their duties and obligations under this Agreement.

    9.  This Agreement shall continue in effect for a period of more than two
    years from the date hereof only so long as such continuance is specifically
    approved at least annually in conformity with the requirements of the 1940
    Act; provided, however, that this Agreement may be terminated with respect
    to the Fund at any time, without the payment of any penalty, by the Board of
    [Trustees][Directors] of the Fund or by vote of a majority of the
    outstanding voting securities (as defined in the 1940 Act) of the Fund, or
    by the Manager at any time, without the payment of any penalty, on not more
    than 60 days' nor less than 30 days' written notice to the Fund. This
    Agreement shall terminate automatically in the event of its assignment (as
    defined in the 1940 Act).

    10.  Nothing in this Agreement shall limit or restrict the right of any
    officer or employee of the Manager who may also be a [Trustee][Director],
    officer or employee of the Fund to engage in any other business or to devote
    his or her time and attention in part to the management or other aspects of
    any business, whether of a similar or dissimilar nature, nor limit or
    restrict the right of the Manager to engage in any other business or to
    render services of any kind to any other corporation, firm, individual or
    association.

    11.  Except as otherwise provided herein or authorized by the Board of
    [Trustees][Directors] of the Fund from time to time, the Manager shall for
    all purposes herein be deemed to be an independent contractor, and shall
    have no authority to act for or represent the Fund in any way or otherwise
    be deemed an agent of the Fund.

    12.  During the term of this Agreement, the Fund agrees to furnish the
    Manager at its principal office all prospectuses, proxy statements, reports
    to shareholders, sales literature, or other material prepared for
    distribution to shareholders of the Fund or the public, which refer in any
    way to the Manager, prior to use thereof and not to use such material if the
    Manager reasonably objects in writing within five business days (or such
    other time as may be mutually agreed) after receipt thereof. In the event of
    termination of this Agreement, the Fund will continue to furnish to the
    Manager copies of any of the above-mentioned materials which refer in any
    way to the Manager. Sales literature may be furnished to the Manager
    hereunder by first-class or overnight mail, facsimile transmission equipment
    or hand delivery. The Fund shall furnish or otherwise make available to the
    Manager such other information relating to the business affairs of the Fund
    as the Manager at any time, or from time to time, reasonably requests in
    order to discharge its obligations hereunder.

                                      D-5

    13.  This Agreement may be amended by mutual consent, but the consent of the
    Fund must be obtained in conformity with the requirements of the 1940 Act.

    14.  Any notice or other communication required to be given pursuant to this
    Agreement shall be deemed duly given if delivered or mailed by registered
    mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100
    Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; or
    (2) to the Fund at Gateway Center Three, 100 Mulberry Street, Newark, NJ
    07102-4077, Attention: President.

    15.  This Agreement shall be governed by and construed in accordance with
    the laws of the State of New York.

    16.  The Fund may use the name "                    Fund" or any name
    including the word "Prudential" only for so long as this Agreement or any
    extension, renewal or amendment hereof remains in effect, including any
    similar agreement with any organization which shall have succeeded to the
    Manager's business as Manager or any extension, renewal or amendment thereof
    remain in effect. At such time as such an agreement shall no longer be in
    effect, the Fund will (to the extent that it lawfully can) cease to use such
    a name or any other name indicating that it is advised by, managed by or
    otherwise connected with the Manager, or any organization which shall have
    so succeeded to such businesses. In no event shall the Fund use the name
    "                    Fund" or any name including the word "Prudential" if
    the Manager's function is transferred or assigned to a company of which The
    Prudential Insurance Company of America does not have control.


    [17.  Notice is hereby given that this instrument is not binding upon any of
    the Trustees or shareholders individually but is binding only upon the
    assets and property of the Fund.] [A copy of the Declaration of Trust is on
    file with the Secretary of State of the Commonwealth of Massachusetts.]


    18.  Any question of interpretation of any term or provision of this
    Agreement having a counterpart in or otherwise derived from a term or
    provision of the 1940 Act, shall be resolved by reference to such term or
    provision of the 1940 Act and to interpretations thereof, if any, by the
    United States courts or, in the absence of any controlling decision of any
    such court, by rules, regulations or orders of the Securities and Exchange
    Commission issued pursuant to the 1940 Act. In addition, where the effect of
    a requirement of the 1940 Act, reflected in any provision of this Agreement,
    is related by rules, regulation or order of the Securities and Exchange
    Commission, such provision shall be deemed to incorporate the effect of such
    rule, regulation or order.

    IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year above
written.


                                                     FUND

                                                     By:  /s/
                                                          --------------------------------------------

                                                     PRUDENTIAL INVESTMENTS LLC

                                                     By:  /s/
                                                          --------------------------------------------


                                      D-6

                                   SCHEDULE A

Schedule dated           , 2003

                                      D-7

                                                                       EXHIBIT E

                                                FUND
                             SUBADVISORY AGREEMENT

    Agreement made as of this       day of         , 2003 between Prudential
Investments LLC (PI or the Manager), a New York limited liability company and
     (or the Subadviser),

    WHEREAS, the Manager has entered into a Management Agreement (the Management
Agreement) dated             , with                Fund, a [Delaware statutory
trust][Massachusetts business trust][Maryland corporation] (the Fund) and a
diversified, open-end management investment company registered under the
Investment Company Act of 1940 as amended (the 1940 Act), pursuant to which PI
acts as Manager of the Fund; and

    WHEREAS, the Manager desires to retain the Subadviser to provide investment
advisory services to the Fund and one or more of its series as specified in
Schedule A hereto (individually and collectively, with the Fund, referred to
herein as the Fund) and to manage such portion of the Fund as the Manager shall
from time to time direct, and the Subadviser is willing to render such
investment advisory services; and

    NOW, THEREFORE, the Parties agree as follows:

    1.  (a)  Subject to the supervision of the Manager and the Board of
    [Directors][Trustees] of the Fund, the Subadviser shall manage such portion
    of the Fund's portfolio, including the purchase, retention and disposition
    thereof, in accordance with the Fund's investment objectives, policies and
    restrictions as stated in its then current prospectus and statement of
    additional information (such Prospectus and Statement of Additional
    Information as currently in effect and as amended or supplemented from time
    to time, being herein called the "Prospectus"), and subject to the following
    understandings:

               (i) The Subadviser shall provide supervision of such portion of
           the Fund's investments as the Manager shall direct, and shall
           determine from time to time what investments and securities will be
           purchased, retained, sold or loaned by the Fund, and what portion of
           the assets will be invested or held uninvested as cash.

               (ii) In the performance of its duties and obligations under this
           Agreement, the Subadviser shall act in conformity with the copies of
           the [Declaration of Trust][Articles of Incorporation], By-Laws and
           Prospectus of the Fund provided to it by the Manager (the Fund
           Documents) and with the instructions and directions of the Manager
           and of the Board of [Directors][Trustees] of the Fund, co-operate
           with the Manager's (or its designee's) personnel responsible for
           monitoring the Fund's compliance and will conform to and comply with
           the requirements of the 1940 Act, the Internal Revenue Code of 1986,
           as amended, and all other applicable federal and state laws and
           regulations. In connection therewith, the Subadviser shall, among
           other things, prepare and file such reports as are, or may in the
           future be, required by the Securities and Exchange Commission (the
           Commission). The Manager shall provide Subadviser timely with copies
           of any updated Fund documents.


               (iii) The Subadviser shall determine the securities and futures
           contracts to be purchased or sold by such portion of the Fund's
           portfolio, as applicable, and will place orders with or through such
           persons, brokers, dealers or futures commission merchants (including
           but not limited to Prudential Securities Incorporated (or any broker
           or dealer affiliated with the Subadviser)) to carry out the policy
           with respect to brokerage as set forth in the Fund's Prospectus or as
           the Board of [Directors][Trustees] may direct from time to time. In
           providing the Fund with investment supervision, it is recognized that
           the Subadviser will give primary consideration to securing the most
           favorable price and efficient execution. Within the framework of this
           policy, the Subadviser may consider the financial responsibility,


                                      E-1


           research and investment information and other services provided by
           brokers, dealers or futures commission merchants who may effect or be
           a party to any such transaction or other transactions to which the
           Subadviser's other clients may be a party. The Manager (or
           Subadviser) to the Fund each shall have discretion to effect
           investment transactions for the Fund through broker-dealers
           (including, to the extent legally permissible, broker-dealers
           affiliated with the Subadviser(s)) qualified to obtain best execution
           of such transactions who provide brokerage and/or research services,
           as such services are defined in Section 28(e) of the Securities
           Exchange Act of 1934, as amended (the "1934 Act"), and to cause the
           Fund to pay any such broker-dealers an amount of commission for
           effecting a portfolio transaction in excess of the amount of
           commission another broker-dealer would have charged for effecting
           that transaction, if the brokerage or research services provided by
           such broker-dealer, viewed in light of either that particular
           investment transaction or the overall responsibilities of the Manager
           (or the Subadviser) with respect to the Fund and other accounts as to
           which they or it may exercise investment discretion (as such term is
           defined in Section 3(a)(35) of the 1934 Act), are reasonable in
           relation to the amount of commission.


               On occasions when the Subadviser deems the purchase or sale of a
           security or futures contract to be in the best interest of the Fund
           as well as other clients of the Subadviser, the Subadviser, to the
           extent permitted by applicable laws and regulations, may, but shall
           be under no obligation to, aggregate the securities or futures
           contracts to be sold or purchased in order to obtain the most
           favorable price or lower brokerage commissions and efficient
           execution. In such event, allocation of the securities or futures
           contracts so purchased or sold, as well as the expenses incurred in
           the transaction, will be made by the Subadviser in the manner the
           Subadviser considers to be the most equitable and consistent with its
           fiduciary obligations to the Fund and to such other clients.

               (iv) The Subadviser shall maintain all books and records with
           respect to the Fund's portfolio transactions effected by it as
           required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and
           paragraph (f) of Rule 31a-1 under the 1940 Act, and shall render to
           the Fund's Board of [Directors] [Trustees] such periodic and special
           reports as the [Trustees][Directors] may reasonably request. The
           Subadviser shall make reasonably available its employees and officers
           for consultation with any of the [Trustees][Directors] or officers or
           employees of the Fund with respect to any matter discussed herein,
           including, without limitation, the valuation of the Fund's
           securities.

               (v) The Subadviser or an affiliate shall provide the Fund's
           Custodian on each business day with information relating to all
           transactions concerning the portion of the Fund's assets it manages,
           and shall provide the Manager with such information upon request of
           the Manager.

               (vi) The investment management services provided by the
           Subadviser hereunder are not to be deemed exclusive, and the
           Subadviser shall be free to render similar services to others.
           Conversely, the Subadviser and Manager understand and agree that if
           the Manager manages the Fund in a "manager-of-managers" style, the
           Manager will, among other things, (i) continually evaluate the
           performance of the Subadviser through quantitative and qualitative
           analysis and consultations with the Subadviser, (ii) periodically
           make recommendations to the Fund's Board as to whether the contract
           with one or more subadvisers should be renewed, modified, or
           terminated, and (iii) periodically report to the Fund's Board
           regarding the results of its evaluation and monitoring functions. The
           Subadviser recognizes that its services may be terminated or modified
           pursuant to this process.

               (vii) The Subadviser acknowledges that the Manager and the Fund
           intend to rely on Rules 17a-10 and 10f-3 under the 1940 Act, and the
           Subadviser hereby agrees that it shall not

                                      E-2

           consult with any other subadviser to the Fund with respect to
           transactions in securities for the Fund's portfolio or any other
           transactions of Fund assets.

        The Subadviser further acknowledges that it shall not consult with any
    other subadviser of the Fund that is a principal underwriter or an
    affiliated person of a principal underwriter with respect to transactions in
    securities for the Fund's portfolio or any other transaction of Fund assets,
    and that its investment advisory responsibilities as set forth in this
    Agreement are limited to such discrete portion of the Fund's portfolio as
    determined by the Manager.

        (b) The Subadviser shall authorize and permit any of its directors,
    officers and employees who may be elected as [Trustees][Directors] or
    officers of the Fund to serve in the capacities in which they are elected.
    Services to be furnished by the Subadviser under this Agreement may be
    furnished through the medium of any of such directors, officers or
    employees.

        (c) The Subadviser shall keep the Fund's books and records required to
    be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall
    timely furnish to the Manager all information relating to the Subadviser's
    services hereunder needed by the Manager to keep the other books and records
    of the Fund required by Rule 31a-1 under the 1940 Act or any successor
    regulation. The Subadviser agrees that all records which it maintains for
    the Fund are the property of the Fund, and the Subadviser will surrender
    promptly to the Fund any of such records upon the Fund's request, provided,
    however, that the Subadviser may retain a copy of such records. The
    Subadviser further agrees to preserve for the periods prescribed by
    Rule 31a-2 of the Commission under the 1940 Act or any successor regulation
    any such records as are required to be maintained by it pursuant to
    paragraph 1(a) hereof.

        (d) In connection with its duties under this Agreement, the Subadviser
    agrees to maintain adequate compliance procedures to ensure its compliance
    with the 1940 Act, the Investment Advisers Act of 1940, as amended, and
    other applicable state and federal regulations.

        (e) The Subadviser shall furnish to the Manager copies of all records
    prepared in connection with (i) the performance of this Agreement and
    (ii) the maintenance of compliance procedures pursuant to paragraph 1(d)
    hereof as the Manager may reasonably request.

        (f) The Subadviser shall be responsible for the voting of all
    shareholder proxies with respect to the investments and securities held in
    the Fund's portfolio, subject to such reporting and other requirements as
    shall be established by the Manager.

    2.  The Manager shall continue to have responsibility for all services to be
    provided to the Fund pursuant to the Management Agreement and, as more
    particularly discussed above, shall oversee and review the Subadviser's
    performance of its duties under this Agreement. The Manager shall provide
    (or cause the Fund's custodian to provide) timely information to the
    Subadviser regarding such matters as the composition of assets in the
    portion of the Fund managed by the Subadviser, cash requirements and cash
    available for investment in such portion of the Fund, and all other
    information as may be reasonably necessary for the Subadviser to perform its
    duties hereunder (including any excerpts of minutes of meetings of the Board
    of [Trustees][Directors] of the Fund that affect the duties of the
    Subadviser).

    3.  For the services provided and the expenses assumed pursuant to this
    Agreement, the Manager shall pay the Subadviser as full compensation
    therefor, a fee equal to the percentage of the Fund's average daily net
    assets of the portion of the Fund managed by the Subadviser as described in
    the attached Schedule A. Liability for payment of compensation by the
    Manager to the Subadviser under this Agreement is contingent upon the
    Manager's receipt of payment from the Fund for management services described
    under the Management Agreement between the Fund and the Manager. Expense
    caps or fee waivers for the Fund that may be agreed to by the Manager, but
    not agreed to by the

                                      E-3

    Subadviser, shall not cause a reduction in the amount of the payment to the
    Subadviser by the Manager.

    4.  The Subadviser shall not be liable for any error of judgment or for any
    loss suffered by the Fund or the Manager in connection with the matters to
    which this Agreement relates, except a loss resulting from willful
    misfeasance, bad faith or gross negligence on the Subadviser's part in the
    performance of its duties or from its reckless disregard of its obligations
    and duties under this Agreement, provided, however, that nothing in this
    Agreement shall be deemed to waive any rights the Manager or the Fund may
    have against the Subadviser under federal or state securities laws. The
    Manager shall indemnify the Subadviser, its affiliated persons, its
    officers, directors and employees, for any liability and expenses, including
    attorneys' fees, which may be sustained as a result of the Manager's willful
    misfeasance, bad faith, gross negligence, reckless disregard of its duties
    hereunder or violation of applicable law, including, without limitation, the
    1940 Act and federal and state securities laws. The Subadviser shall
    indemnify the Manager, its affiliated persons, its officers, directors and
    employees, for any liability and expenses, including attorneys' fees, which
    may be sustained as a result of the Subadviser's willful misfeasance, bad
    faith, gross negligence, or reckless disregard of its duties hereunder or
    violation of applicable law, including, without limitation, the 1940 Act and
    federal and state securities laws.

    5.  This Agreement shall continue in effect for a period of more than two
    years from the date hereof only so long as such continuance is specifically
    approved at least annually in conformity with the requirements of the 1940
    Act; provided, however, that this Agreement may be terminated by the Fund at
    any time, without the payment of any penalty, by the Board of
    [Trustees][Directors] of the Fund or by vote of a majority of the
    outstanding voting securities (as defined in the 1940 Act) of the Fund, or
    by the Manager or the Subadviser at any time, without the payment of any
    penalty, on not more than 60 days' nor less than 30 days' written notice to
    the other party. This Agreement shall terminate automatically in the event
    of its assignment (as defined in the 1940 Act) or upon the termination of
    the Management Agreement. The Subadviser agrees that it will promptly notify
    the Fund and the Manager of the occurrence or anticipated occurrence of any
    event that would result in the assignment (as defined in the 1940 Act) of
    this Agreement, including, but not limited to, a change or anticipated
    change in control (as defined in the 1940 Act) of the Subadviser; provided
    that the Subadviser need not provide notice of such an anticipated event
    before the anticipated event is a matter of public record.

    Any notice or other communication required to be given pursuant to this
    Agreement shall be deemed duly given if delivered or mailed by registered
    mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100
    Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary;
    (2) to the Fund at Gateway Center Three, 4th Floor, 100 Mulberry Street,
    Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at
                   .

    6.  Nothing in this Agreement shall limit or restrict the right of any of
    the Subadviser's directors, officers or employees who may also be a
    [Trustee][Director], officer or employee of the Fund to engage in any other
    business or to devote his or her time and attention in part to the
    management or other aspects of any business, whether of a similar or a
    dissimilar nature, nor limit or restrict the Subadviser's right to engage in
    any other business or to render services of any kind to any other
    corporation, firm, individual or association.

    7.  During the term of this Agreement, the Manager agrees to furnish the
    Subadviser at its principal office all prospectuses, proxy statements,
    reports to shareholders, sales literature or other material prepared for
    distribution to shareholders of the Fund or the public, which refer to the
    Subadviser in any way, prior to use thereof and not to use material if the
    Subadviser reasonably objects in writing five business days (or such other
    time as may be mutually agreed) after receipt thereof. Sales literature may
    be furnished to the Subadviser hereunder by first-class or overnight mail,
    facsimile transmission equipment or hand delivery.

                                      E-4

    8.  This Agreement may be amended by mutual consent, but the consent of the
    Fund must be obtained in conformity with the requirements of the 1940 Act.

    9.  This Agreement shall be governed by the laws of the State of New York.

    10.  Any question of interpretation of any term or provision of this
    Agreement having a counterpart in or otherwise derived from a term or
    provision of the 1940 Act, shall be resolved by reference to such term or
    provision of the 1940 Act and to interpretations thereof, if any, by the
    United States courts or, in the absence of any controlling decision of any
    such court, by rules, regulations or orders of the Commission issued
    pursuant to the 1940 Act. In addition, where the effect of a requirement of
    the 1940 Act, reflected in any provision of this Agreement, is related by
    rules, regulation or order of the Commission, such provision shall be deemed
    to incorporate the effect of such rule, regulation or order.

    IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.


                                                     PRUDENTIAL INVESTMENTS LLC

                                                     By:  /s/
                                                          --------------------------------------------
                                                          Name:
                                                          Title:

                                                     By:  /s/
                                                          --------------------------------------------
                                                          Name:
                                                          Title:


                                      E-5

                                   SCHEDULE A

                                                FUND

    As compensation for services provided by, Prudential Investments LLC will
pay a fee equal, on an annualized basis, to the following:

Dated as of           , 2003.

                                      E-6

- --------------------------------------------------------------------------------

                            Director.
F-3
PRUDENTIAL [      ] FUND

                              INVESTMENTS FUNDS
TARGET FUNDS
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NJNEW JERSEY 07102
PROXY CARD
SPECIAL JOINT MEETING OF SHAREHOLDERS JULY 2, 2003, 11:(MEETING)
NOVEMBER 26, 2014, 10:00 A.M.
THIS PROXY IS SOLICITED ON BEHALF OF DIRECTORS.THE BOARDS OF TRUSTEES/DIRECTORS OF THE PRUDENTIAL INVESTMENTS FUNDS AND TARGET FUNDS LISTED IN THE ACCOMPANYING PROXY STATEMENT (EACH A “FUND” AND TOGETHER, THE “FUNDS”). The undersigned hereby appoints Grace C. Torres, Marguerite E.H. Morrison and Jonathan D. Shain, Claudia DiGiacomo and Deborah A. Docs as Proxies, each with the power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all of the shares of Common Stockcommon stock or beneficial interest, as the case may be, of the Fund held of record by the undersigned on April 11, 2003September 12, 2014, at the Meeting to be held on July 2, 2003November 26, 2014 or any adjournment thereof.
THE SHARES REPRESENTED BY THETHIS PROXY, WHEN THIS PROXY IS PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. THE PROXY WILL BE VOTED FOR THE NOMINEES AND FOR PROPOSALS 2 3, 4, AND 53 IF YOU DO NOT SPECIFY OTHERWISE,OTHERWISE. PLEASE REFER TO THE PROXY STATEMENT DATE _____________DATED OCTOBER 1, 2014 FOR DISCUSSION OF THE PROPOSALS. THE PROXY STATEMENT IS AVAILABLE ON THE FUNDS’ WEBSITE ATWWW.PRUDENTIALFUNDS.COM/FUNDCHANGES.
IF VOTING BY MAIL, PLEASE MARK, SIGN AND DATE THIS PROXY CARD WHERE INDICATED AND RETURN IT PROMPTLY USING THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment thereof. If you simply sign and date the proxy card but give no voting instructions, your shares will be voted in favor of the Proposals and in accordance with the views of management upon any unexpected matters that come before the Meeting or adjournment of the Meeting.
PRUDENTIAL INVESTMENTS LLC
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NJ 07102-4077
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Enter the 12-digit control number set forth on the proxy card and follow the simple instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the proxy card and follow the simple instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
                                             
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
_______________ Fund

FUND
THE BOARD OF TRUSTEES/DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES AND EACH OF THE PROPOSALS.

     VOTE ON DIRECTORS.

     1)   PROPOSALS
Proposal No. 1
To elect ten twelve Trustees/Directors.
Nominees:
01) David E. A. Carson, Ellen S. Alberding
02) Robert E. La Blanc, Kevin J. Bannon
03) Douglas H.
          McCorkindale, Linda W. Bynoe
04) Keith F. Hartstein
05) Michael S. Hyland
06) Stephen P. Munn 05)
07) James E. Quinn
08) Richard A. Redeker 06) Robin B. Smith,
          07)
09) Stephen G. Stoneburn 08) Clay T.
          Whitehead, 09) Judy A. Rice, 
10) Robert
          F. Gunia

  FOR   WITHHOLD  FOR ALL     TO WITHHOLD AUTHORITY TO VOTE, MARK "FOR
  ALL     ALL      EXCEPT     ALL EXCEPT" AND WRITE NOMINEES NUMBER
                              ON THE LINE BELOW.
  / /     / /       / /
                              ___________________________________________


                                                     FOR    AGAINST  ABSTAIN
     VOTE ON PROPOSALS

     2)   Grace C. Torres
11) Stuart S. Parker
12) Scott E. Benjamin
FOR
ALL
WITHHOLD
ALL
FOR ALL
EXCEPT
TO WITHHOLD AUTHORITY TO VOTE, MARK
“FOR ALL EXCEPT” AND WRITE THE NOMINEE’S
NUMBER ON THE LINE BELOW.
/     /
/     /
/     /
Proposal No. 2
To Approveapprove a policy to permit PI to enter into, or make material changes to, subadvisory agreements with subadvisers that are wholly-owned subsidiaries of Prudential Investments LLC or a sister company without shareholder approval.
    FOR    
    AGAINST    
    ABSTAIN    
¨
¨
¨
Proposal No. 3
To approve a proposal to Permitdesignate the / /     / /       / /
          Manager to Enter Into, or Make Material
          Changes to, Subadvisory Agreements
          Without Shareholder Approval.

     3)   To Permit an Amendment toFund’s investment objective as a non-fundamental policy of the Management   / /     / /       / /
          Contract Between PI and Each Fund.

     4)   To Approve Changes to Fundamental          / /     / /       / /
          Investment Restrictions and Policies,
          relating to:

          a.   fund diversification;                 / /     / /       / /

          b.   issuing Senior Securities,
               borrowing money or pledging assets;   / /     / /       / /

          c.   buying and selling real estate;       / /     / /       / /

          d.   buying and selling commodities and    / /     / /       / /
               commodity contracts;

          e.   fund concentration;                   / /     / /       / /

          f.   making loans                          / /     / /       / /

          g.   other investment restrictions,        / /     / /       / /
               including investing in securities
               of other investment companies.

     5)   To Approve Amendments to Each Fund's       / /     / /       / /
          Articles of Incorporation or Declaration
          of Trust.


    FOR    
    AGAINST    
    ABSTAIN    
¨
¨
¨
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in full partnership name by authorized person.


_________________________________  __________
SIGNATURE (PLEASE SIGN WITHIN BOX)  DATE


_________________________________  __________
SIGNATURE (JOINT OWNERS)           DATE