UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 14A |
(RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION |
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. ) |
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Filed by the Registrant x |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
xo
| Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
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The Prudential Series Fund |
(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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o | Fee paid previously with preliminary materials. |
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THE PRUDENTIAL SERIES FUND
NATURAL RESOURCES PORTFOLIO
Natural Resources Portfolio
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
IMPORTANT PROXY MATERIALS
PLEASE VOTE NOW!
July ,10, 2009
Dear Shareholder:
I am inviting you to vote on a proposal relating to the investments that your Fundthe Natural Resources Portfolio (the "Fund") may make. A shareholder meeting of the Fund is scheduled for August 14, 2009. This package contains information about the proposal and includes materials you will need to vote.
The Board of Trustees (hereafter referred to as “Directors”"Trustees" or the “Board”"Board") of the Fund has reviewed the proposal and has recommended that the proposal be presented to you for consideration. Although the DirectorsTrustees have determined that the proposal is in your best interest, the final decision is yours.
To help you understand the proposal, we are including a section that answers commonly asked questions. The accompanying proxy statement includes a detailed description of the proposal.
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. Please complete, date and sign your proxyvoting instruction card before mailing it in the enclosed postage-paid envelope.
·•By telephone. By Internet. Have your proxy card available. Go to the web site: [www.proxyvote.com]. Enter your 12-digit control number from your proxy card. Follow the simple instructions found on the web site.
·Call 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 a broker, call [1-800-454-8683]1-888-221-0697 toll free. Enter your 12-digit control number from your proxyvoting instruction card. Follow the simple instructions.
If you have any questions before you vote, please call us at [1-888-467-9412]1-888-467-9412. We’reWe're glad to help you understand the proposal and assist you in voting. Thank you for your participation.
[ INSERT S. PELLETIER SIGNATURE ] Deborah A. Docs
Secretary
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Stephen Pelletier
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President
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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL
Please read the enclosed proxy statement for a complete description of the proposal. However, as a quick reference, the following questions and answers provide a brief overview of the proposal.
Q. WHAT PROPOSAL AMWhat Proposal am I BEING ASKED TO VOTE ON?Being Asked to Vote on?
A. The purpose of the proxy is to ask you to vote on the following issue:
·• to approve a change to the Fund’sFund's fundamental investment restriction relating to industry concentration (the “Proposal”"Proposal"). If the Proposal is approved by the Fund’sFund's shareholders, the Fund will concentrate its investments in securities of companies in the natural resources group of industries.
Q. What Will be the Effect of the Proposed Change to the Fund's Fundamental Investment Restrictions?
Q. WHAT WILL BE THE EFFECT OF THE PROPOSED CHANGE TO THE FUND’S FUNDAMENTAL INVESTMENT RESTRICTIONS?
A. The Board does not believe that the proposed change to the fundamental investment restriction relating to industry concentration will result in a major restructuring of the Fund’sFund's investment portfolio. The change will allow the Fund greater flexibility to respond to investment opportunities.
Q. WHAT IS A “FUNDAMENTAL” INVESTMENT RESTRICTION, AND WHY IS IT PROPOSED THAT IT BE CHANGED?What is a "Fundamental" Investment Restriction, and Why is it Proposed that it be Changed?
A. “Fundamental”"Fundamental" investment restrictions are limitations placed on a fund’sfund's investment policies that can be changed only by a shareholder vote. The law requires certain investment policies to be designated as fundamental, including the investment policy relating to industry concentration.
The Board believes that the fundamental restriction that is proposed to be changed should be changed to provide greater investment flexibility for the Fund.
Q. DOES THE PROPOSED CHANGE MEAN THAT MY FUND’S INVESTMENT OBJECTIVE IS BEING CHANGED?Does the Proposed Change Mean that my Fund's Investment Objective is Being Changed?
A. No.
Q. HOW MANY VOTES DO YOU NEED TO APPROVE THE PROPOSAL?How Many Votes do you Need to Approve the Proposal?
A. Approval of the Proposal requires approval by a majority of the affirmative vote of a “majority,”outstanding voting securities, as defined inby the Investment Company Act of 1940, as amended (the “1940 Act”"1940 Act"), of the outstanding voting securities of the Fund voting in the aggregate and not by class. As defined inFor purposes of the 1940 Act, the vote of a majority of the Fund's outstanding voting securities meansis the votelesser of (1)(i) 67% or more of the Fund’sFund's outstanding voting securities presentrepresented at a meeting if the holders ofat which more than 50% of the Fund's outstanding voting securities of the Fund are present in person or represented by proxy;proxy, or (2)(ii) more than 50% of the Fund’sFund's outstanding voting securities, whichever is less.securities. Each Contract owner will be entitled to give voting instructions equivalent to one vote for each full share, and a fractional vote for each fractional share, of the Fund beneficially owned at the close of business on the record date. If sufficient votes to approve the Proposal are not received by the date of the Meeting, the Meeting may be adjourned to permit further solicitations of voting instructions.
Q. WHAT IF YOU DO NOT HAVE ENOUGH VOTES TO MAKE THIS DECISION BY THE SCHEDULED SHAREHOLDER MEETING DATE?What if you do not have Enough Votes to make this Decision by the Scheduled Shareholder Meeting Date?
A. If we believe we may not receive sufficient votes to hold the meeting, we 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 Proposal by the time of the shareholder meeting at 11:00 a.m. on [August , 2009],August 14, 2009, the meeting may be adjourned to permit further solicitation of proxy votes. See “Voting Information”"Voting Information" for more information regarding circumstances under which the meeting may be adjourned.
Q. HAS THE FUND’S BOARD APPROVED THE PROPOSAL?Has the Fund's Board Approved the Proposal?
Yes. The Fund’sFund's Board has approved the Proposal and recommends that you vote to approve it.
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Q. HOW MANY VOTES AMHow Many Votes am I ENTITLED TO CAST?Entitled to Cast?
A. As a shareholder,contract owner invested indirectly in the Fund, you are entitled to one voteprovide voting instructions for each share you beneficially own of the Fund on the record date. The record date is July8,July 8, 2009.
Q. HOW DOHow do I VOTE MY SHARES?Vote my Shares?
A. You may vote in any of several different ways. You may vote by attending the shareholder meeting scheduled for August 14, 2009, or you can vote your shares by completing and signing the enclosed proxy card, and mailing it in the enclosed postage paid envelope. If you need any assistance, or have any questions regarding the Proposal or how to vote your shares, please call Prudential at [1-888-467-9412]1-888-467-9412.
You may also vote via the Internet. To do so, have your proxy card available 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, 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 a broker, call [1-800-454-8683]Call 1-888-221-0697 toll free. Enter your 12-digit control number from your proxy card and follow the simple instructions given.
Q. HOW DOHow do I SIGN THE PROXY CARD?Sign the Voting Instruction Card?
A. INDIVIDUAL ACCOUNTS:Individual Owners: ShareholdersContract owners should sign exactly as their names appear on the account registration shown on the card.
JOINT ACCOUNTS:Joint Owners: Both owners must sign and the signatures should conform exactly to the names shown on the account registration.card.
ALL OTHER ACCOUNTS:All Other Owners: 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”President" underneath the name of the company.
The attached proxy statement contains more detailed information about the Proposal. Please read it carefully.
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THE PRUDENTIAL SERIES FUND
Natural Resources PortfolioNATURAL RESOURCES PORTFOLIO
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
August 14, 2009
To Our Shareholders:
A meeting (the “Meeting”"Meeting") of the shareholders of Natural Resources Portfolio (the “Fund”"Fund"), a series of The Prudential Series Fund (the “Trust”"Trust"), will be held at the offices of Prudential Investments LLC (“PI”("PI"), 100 Mulberry Street, Gateway Center Three, 4th Floor, Newark, New Jersey on August 14, 2009 at 11:00 a.m. Eastern Daylight Time. The purpose of the Meeting is to consider and act upon the following proposal:
To approve a change to the Fund’sFund's fundamental investment restriction relating to industry concentration (the “Proposal”"Proposal"). If the Proposal is approved by the Fund’sFund's shareholders, the Fund will concentrate its investments in securities of companies in the natural resources group of industries.
You are entitled to vote at the Meeting, and at any adjournments thereof, if you beneficially owned shares at the close of business on July 8, 2009. If you attend the Meeting, you may vote your shares in person. If you do not expect to attend the Meeting, please complete, date, sign and return the enclosed proxyvoting instruction card in the enclosed postage paid envelope or vote by Internet or telephone.
By order of the Board,
Deborah A. Docs
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Secretary
Secretary | |
The Prudential Series Fund |
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Dated: July 10, 2009.
A proxyvoting instruction card for the Fund is enclosed along with the Proxy Statement. Please vote your shares today by signing and returning the enclosed proxyvoting instruction card in the postage prepaid envelope provided. You can also submit voting instructions to vote your shares through the Internet or by telephone using the 12-digit “control”"control" number that appears on the enclosed proxyvoting instruction card and following the simple instructions. The Board of the Fund recommends that you vote “FOR”"FOR" the Proposal.
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THE PRUDENTIAL SERIES FUND
NATURAL RESOURCES PORTFOLIO
Natural Resources Portfolio
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held on August 14, 2009
This proxy statement is being furnished to holdersbeneficial owners of shares of Natural Resources Portfolio (the “Fund”"Fund"), a series of The Prudential Series Fund (“PSF”("PSF" or the “Trust”"Trust") in connection with the solicitation by its Board of a proxy to be used atvoting instructions for a meeting (the “Meeting”"Meeting") of shareholders to be held at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102 on August 14, 2009, at 11:00 a.m. Eastern Daylight Time, or at any adjournment or adjournments thereof. This proxy statement is being first mailed to beneficial shareholders on or about July ,17, 2009.
PSF is a management investment company registered under the Investment Company Act of 1940, as amended (the “Investment"Investment Company Act”Act"). PSF is organized as a as a Delaware statutory trust. The Board of Trustees of PSF is collectively referred to herein as the “Board”"Board" or the “Trustees.”"Trustees." The principal executive offices of PSF are located at 100 Mulberry Street, Newark, NJ 07102. Prudential Investment LLC (“PI”("PI" or the “Manager”"Manager") serves as investment manager of the Trust under a management agreement with the Trust for the Fund (the “Management Agreement”"Management Agreement"). Investment advisory services are provided to the Fund by PI through a subadvisory agreement with Jennison Associates LLC (“Jennison”("Jennison" or the “Subadviser”"Subadviser"), 466 Lexington Avenue, New York, New York 10017.
Prudential Investment Management Services LLC (“PIMS”("PIMS" or the “Distributor”"Distributor"), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, serves as the distributor of the Fund’sFund's shares. The Fund’sFund's transfer agent is Prudential Mutual Fund Services LLC (“PMFS”("PMFS"), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102. As of April 30, 2009, PI served as the investment manager to U.S. and offshore open-end investment companies and as the administrator to closed-end investment companies with aggregate assets of approximately $81.2 billion. PSF has a Board of Trustees which, in addition to overseeing the actions of the Fund’sFund's Manager and Subadviser, decides upon matters of general policy.
VOTING INFORMATION
The presence, in person orApproval of the Proposal requires approval by proxy, of a majority of the Sharesoutstanding voting securities, as defined by the Investment Company Act of 1940, as amended (the "1940 Act"), voting in the aggregate and not by class. For purposes of the 1940 Act, a majority of the 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 Contract owner will be entitled to give voting instructions equivalent to one vote for each full share, and a fractional vote for each fractional share, of the Fund outstanding and entitled to vote will constitute a quorum forbeneficially owned at the transactionclose of business aton the Meeting.
record date. If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the Proposal are not received by the persons named as proxies may propose one or more adjournmentsdate of the Meeting, the Meeting may be adjourned to permit further solicitationsolicitations of proxies. Any adjournmentvoting instructions.
In accordance with requirements of the Securities and Exchange Commission ("SEC"), each insurance company offering the Fund as an investment option under its contracts (each a "Participating Insurance Company"), as record owner of the shares of the Fund, will requirevote the shares for which it does not receive instructions from the Contract owner beneficially owning the shares, and the Participating Insurance Company will vote those shares (for the Proposal, against the Proposal, or abstain) in the same proportion as the votes cast in accordance with instructions received from Contract owners. The presence at the Meeting of the Participating Insurance Companies affiliated with PI will be sufficient to constitute a quorum. Therefore, this proportional voting procedure may result in a relatively small number of Contract owners determining the outcome of the vote. An abstention is not counted as an affirmative vote of the type necessary to approve the Proposal and, therefore, instructions to the applicable Participating Insurance Company to abstain will have the same effect as a majorityvote against the Proposal.
PI will be sufficient to constitute a quorum. Therefore, this proportional voting procedure may result in a relatively small number of those Shares presentContract owners determining the outcome of the vote. An abstention is not counted as an affirmative vote of the type necessary to approve the Proposal and, entitledtherefore, instructions to the applicable Participating Insurance Company to abstain will have the same effect as a vote against the Proposal.
How to Vote
You can vote your shares in any one of three ways:
• By mail, with the enclosed voting instruction card,
• In person at the Meeting, in person or by proxy. When
• By phone.
If you simply sign and date the voting on a proposed adjournment,instruction card but give no voting instructions for the persons named as proxiesProposal, your shares will vote those proxies which they are entitled to vote FOR the Proposalbe voted in favor of the adjournmentProposal and in accordance with the views of the Participating Insurance Company upon any unexpected matters that come before the Meeting and will vote those proxies required to be voted AGAINST the Proposal against theor adjournment of the Meeting. A shareholder vote
Revoking Voting Instructions
Contract owners executing and returning voting instructions may be taken on the Proposal in this proxy statementrevoke such instructions at any time prior to anyexercise of those instructions by written notice of such adjournment if sufficient votes have been received and it is otherwise appropriate.
If a proxy that is properly executed and returned is accompanied by instructionsrevocation to withhold authority to vote (an abstention) or represents a broker “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 will be considered present for purposes of determining a quorum but will have the effect of a vote against
the Proposal (or proposed adjournments on the Proposal) because approvalSecretary of the Proposal requires approvalFund, by execution of a majority of the outstandingsubsequent voting securities under the 1940 Act or applicable state law.
The individuals named as proxies on the enclosed proxy card will vote in accordance with your direction as indicated thereon if your card is received properly executed by youinstructions, 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 FORin person at the Proposal described in this proxy statement and referenced on the proxy card. You may revoke any proxy card by giving another proxy or by letter or telegram revoking the initial proxy or by attending the Meeting and casting your vote in person. To be effective your revocation must be received by the Fund prior to the Meeting and must indicate your name and account number.
Meeting.
The close of business on July 8, 2009 has been fixed as the record date for the determination of beneficial shareholders entitled to notice of, and to vote at, the Meeting. Information as to the number of outstanding Shares for the Fund as of the record date is set forth below:
| Class I | | Class II | | Total | |
| | 30,950,177.44 | | | | 2,216,498.94 | | | | 33,166,676.38 | | |
The Proposal does not require separate voting by class. Each Share of each class is entitled to one vote. To the knowledge of management,the Trust, there were no persons who owned beneficially 5% or more of the shares of the Fund as of the Record Date. To the knowledge of the Trust, the executive officers and Board Members of the Fund and Trustees of the Trust as a group owned less than 1% of the outstanding Sharesshares of the Fund as of July 8, 2009. A listing of persons who owned beneficially 5% or more of any class of the Shares of the Fund as of July 8, 2009 is contained in Exhibit A.Record Date.
Copies of the Fund’sFund's most recent annual and semi-annual reports, including financial statements, have previously been delivered to Shareholders.Contract owners. Shareholders of the 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]1-800-225-1852 (toll free).
Each full Share of the Fund outstanding is entitled to one vote, and each fractional Share of the Fund outstanding is entitled to a proportionate share of one vote, with respect to the matter to be voted upon by the Shareholders of the Fund. Information about the vote necessary with respect to the Proposal is discussed below in connection with the Proposal.
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 applicable law.
TO APPROVE A CHANGE TO ONE OF THE FUNDAMENTAL INVESTMENT
RESTRICTIONS AND POLICIES
PROPOSAL
Background
The Board of the FundTrust has approved, and recommends that shareholders of the Fund approve, a change to the Fund’sFund's fundamental investment restriction relating to industry concentration (the “Proposal”"Proposal"). If shareholders approve the proposed change in fundamental investment policy, the Fund will concentrate its investments in the natural resources group of industries.
The Fund has adopted fundamental investment restrictions and policies regarding the Fund’sFund's investments. The designation of these restrictions and policies as “fundamental”"fundamental" means that they cannot be changed without shareholder approval. You are being asked to approve a change to one of the Fund’sFund's fundamental investment restrictions and policies in order to provide the Fund’sFund's Manager and Subadviser with additional flexibility to pursue the Fund’sFund's investment objective.
Risks: The proposed change in fundamental investment restriction is intended to provide the Fund’sFund's Manager and Subadviser with flexibility in pursuing the Fund’sFund's investment objective to respond to future investment opportunities. The proposed change is not expected, however, to generallymaterially modify the way the Fund is currently managed. Certain specific risks associated with the proposed fundamental investment restriction change are described below. However, the Manager does not anticipate that the proposed change will materially change either the level or nature of risk associated with investing in the Fund. If the proposed change is approved by shareholders, the Fund will interpret the new restriction in light of existing and future exemptive orders, SEC releases, no-action letters or similar relief or interpretations.
Specific Recommendation
Currently, as a matter of fundamental investment policy:
“"None of the [PSF] Portfolios [including the Fund] will purchase securities of a company in any industry if, as a result of the purchase, a Portfolio’sPortfolio's holdings of securities issued by companies in that industry would exceed 25% of the value of the Portfolio, except that this restriction does not apply to purchases of obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities or issued by domestic banks.”
"
The Board proposes, subject to shareholder approval, replacing this policy with the following fundamental investment policy:
“"The Fund may not purchase any security (other than obligations of the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the Fund’sFund's total assets (determined at the time of investment) would be invested in any one industry; provided however that the Fund will concentrate its investments (i.e., will invest at least 25% of its assets under normal circumstances) in securities of companies in the natural resources group of industries.”
"
Following is an explanation of why the Board is asking you to makeapprove this change.
Removing industry concentration limitation
The Board of Trustees is asking shareholders to authorize a change to the investment restriction of the Fund relating to industry concentration. Jennison, as the Fund’sFund's Subadviser, believes that permitting the Fund to implement the change described above would provide the Fund with additional investment flexibility, enabling it
to take full advantage of investment opportunities within the natural resources sector. This proposed change would be consistent with the Fund’sFund's categorization as a sector fund, since the prevailing market practice of sector funds is to concentrate investments in the sectors suggested by the Fund’sFund's name, in this case, natural resources. This proposed change would be also be consistent with the Fund’sFund's investment objective of long-term growth of capital and would provide Jennison with maximum flexibility to implement its investment process for the long-term benefit of the Fund’sFund's shareholders. The primary investment strategy of the Fund would remain the same.
Currently, as set forth in the Fund’sFund's Statement of Additional Information (“SAI”("SAI"), the Fund is prohibited from purchasing any security if as a result 25% or more of the Fund’sFund's total assets would be invested in the securities of issuers having their principal business activities in the same industry (with certain limited exceptions). This is a fundamental policy of the Fund and can be modified only with shareholder approval. For purposes of this investment restriction, the Fund adheres to the custom industry classification system specified in the Fund’sFund's SAI. Consistent with the Fund’sFund's prospectus, Jennison, as the Fund’sFund's Subadviser, uses the custom industry classification system to monitor the 25% limitation. Jennison’sJennison's reliance on this classification system is not a fundamental policy of the Fund and, therefore, can be changed without shareholder approval. The Board wishes to seek shareholder approval for an exception to the 25% limitation for investments in companies in the natural resources group of industries. If shareholders approve the Proposal to permit the Fund to concentrate its investments in the natural resources group of industries, the Board will replace the custom industry classification system currently used by the Fund with the Global Industry Classification Standards (“GICS”("GICS") published by Standard & Poor’s.
Poor's.
The Proposal is based primarily on Jennison’sJennison's analysis that the natural resources market is itself very concentrated in certain industries. For example, Jennison recently estimated that over 55% of the world’sworld's natural resources market capitalization is within the “Integrated"Integrated Oil & Gas”Gas" GICS industry classification. This level of concentration illustrates the high degree to which potential investment opportunities exist within a given industry within the natural resources sector. The current 25% industry limitation preventsmay prevent Jennison from taking full advantage of these potential opportunities, creating possible limits on the Fund’sFund's ability to maximize returns for shareholders.
The proposed fundamental investment policy restriction outlined above is similar to the investment restriction applicable to three other sector funds that Jennison manages for PI. In each of these other sector funds, the industry concentration restriction does not apply to the industries in the particular sector in which the sector fund operates. Thus, Jennison Natural Resources Fund is subject to a 25% industry limitation for all industries other than the natural resources group of industries. Similarly, Jennison Health Sciences Fund is subject to a 25% industry limitation for all industries other than the health sciences group of industries. In addition, Jennison Utility Fund is subject to a 25% industry limitation for all industries other than the utility group of industries.
Thus, the Manager and Jennison believe that failure to carve out the natural resources group of industries from the current 25% industry concentration restriction limits Jennison’smay limit Jennison's ability to take full advantage of natural resources investment opportunities and could potentially interfere with the efficient management of the Fund in accordance with its investment objective, to the potential detriment of shareholders.
The Board and the Manager strongly believe that approval of the Proposal will enhance the Fund’sFund's ability to pursue its objective to the benefit of shareholders and is consistent with how other natural resources sector funds, and other sector funds, in general, are managed.
For these reasons, the Manager and the Board recommend that shareholders approve the proposed change in fundamental policy relating to industry concentration.
Required Vote
Approval of the Proposal requires the affirmative vote of a “majority,” as defined in the Investment Company Act of 1940 (the “1940 Act”), of the outstanding voting securities of the Fund voting in the aggregate and not by class. As defined in the 1940 Act, the vote of a majority of the outstanding voting securities means the vote of (1) 67% or more of the Fund’s outstanding voting securities present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (2) more than 50% of the Fund’s outstanding voting securities, whichever is less.
THE BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE “FOR”"FOR" THE PROPOSAL.
ADDITIONAL INFORMATION
The costs associated with this proxy statement, including printing, mailing, and soliciting proxies, which are estimated at approximately $45,000, will be borne by the Fund.
Available Information
PSF is subject to the Investment Company Act of 1940, as amended and in accordance with this law, files reports, proxy material and other information with the Securities and Exchange Commission (the “Commission”"Commission"). Such reports, proxy and information statements, proxy material and other information can be inspected and copied at the Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Reports and other information about PSF and the Fund are available on the EDGAR Database on the Commission’sCommission's website at www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing
to the Commission’sCommission's Public Reference Section, Washington, D.C. 20549-0102. In addition, a copy of this proxy statement is available at the Fund's public website at http://www.prudential.com/view/page/public/12669.
Delivery of Proxy Materials to Households
NoticeThe Fund has adopted a procedure under applicable SEC Rules that permits the Fund to Banks, Broker-Dealersuse a method of delivery often referred to as "householding." Householding permits the Fund to mail a single set of proxy materials to any household where two or more different Contract owners reside and Voting Trusteesare members of the same household or in which one Contract owner has multiple accounts. This procedure reduces duplicate mailings and Their Nominees
Please advise PSF, c/osaves printing costs and postage fees. For voting purposes, the proxy materials will include a separate proxy card for each account at the shared address. If a Contract owner receives a single set of proxy materials as a result of householding, and would like to receive a separate copy, the Fund will promptly deliver a separate set of proxy material to such Contract owner upon request. Such request may be submitted to the Fund: (a) by mail to Prudential Investment Management ServicesInvestments LLC, Gateway Center Three, 4th Floor, 100 Mulberry Street, 14th Floor, Newark, New Jersey 07102, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of this Proxy Statement you wish to receive in order to supply copies to the beneficial owners of the shares.Attn: Secretary, or (b) by telephone at 1-888-467-9412.
SHAREHOLDER PROPOSALS
PSF will not be required to hold annual meetings of shareholders if the election of Trustees is not required under the 1940 Act. It is the present intention of the Board of PSF 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 the Fund’sFund's next meeting of shareholders should send the proposal to the Fund 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’sFund'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 Meeting other than the matter set forth in this proxy statement, but should any other matter requiring a vote of shareholders arise, the proxiesParticipating Insurance Companies will vote according to their best judgment in the interest of the Fund, taking into account all relevant circumstances.
Deborah A. Docs
Secretary July 10, 2009 
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Deborah A. Docs
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Secretary
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July , 2009
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It is important that you execute and return your proxyvoting instruction card promptly.
INDEX TO EXHIBITS TO PROXY STATEMENTTHE PRUDENTIAL SERIES FUND
Gateway Center Three
Exhibit A
100 Mulberry Street Newark, New Jersey 07102 | | Five Percent Shareholder Report
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TWO EASY WAYS TO VOTE YOUR BALLOT!
TELEPHONE: Call 1-888-221-0697 and follow the recorded instructions.
MAIL: Vote, sign, date and return your voting instruction card by mail.
SPECIAL MEETING OF SHAREHOLDERS — AUGUST 14, 2009
Exhibit AVOTING INSTRUCTION CARD
VOTING INSTRUCTION FORM
[Insurance Company Name Prints Here]
Five Percent Shareholder ReportNATURAL RESOURCES PORTFOLIO
As of July 8, 2009, The undersigned hereby instructs the Trustees and Officersabove-named company (the “Insurance Company”), to vote all shares of the Natural Resources Portfolio (the “Fund”), a series of The Prudential Series Fund, attributable to the undersigned’s variable contract or interest therein at the Special Meeting of Shareholders on August 14, 2009 at 11:00 a.m. Eastern Time, and at any adjournments thereof, as a group, owned [less than 1% ]indicated on the reverse side of the outstanding shares of any class of the Fund.this Voting Instruction Card.
As of July 8, 2009,IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED FOR EACH PROPOSAL. If you fail to return this Voting Instruction Card, or if you do not sign your Voting Instruction Card, the beneficialInsurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from contract owners directly or indirectly, of more than 5% ofin the outstanding shares of any class of the Fund are as listed below.Separate Account.
Registration
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| Address
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| Class/Shares
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| Percent
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Wachovia Securities, LLC*
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* record holder for beneficial owners
A-1
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| The Prudential Series Fund
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| Natural Resources Portfolio
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| Gateway Center Three
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| 100 Mulberry Street
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| Newark, New Jersey 07102-4077
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| PROXY
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| Special Meeting of Shareholders -
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| August 14, 2009, 11:00 a.m. Eastern Daylight Time
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| This proxy is solicited on behalf of the Board of Trustees. The undersigned hereby appoints Jonathan D. Shain, Grace Torres and Katherine P. Feld 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 the shares of the Natural Resources Portfolio (the “Fund”) of The Prudential Series Fund (“PSF” or the “Trust”) held of record by the undersigned on July 8, 2009 at the Meeting to be held on August 14, 2009, or any adjournment thereof.
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| The shares represented by this 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 Proposal, if you do not specify otherwise. Please refer to the proxy statement dated July__, 20098 for discussion of the Proposal.
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| 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.
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| In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment thereof.
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Dated: | | |
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PRUDENTIAL INVESTMENTS LLC
| To vote by Telephone
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GATEWAY CENTER THREE
100 MULBERRY STREET
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| | Read the Proxy Statement and have the proxy card below at hand.
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NEWARK, NJ 07102-4077
| 2)
| | Call 1-800-690-6903 if Fund shares are held in your own name.
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| | | Call 1-800-454-8683 if the Fund shares are held on your behalf in a brokerage account.
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| 3)
| | Follow the instructions.
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| Signature | (Sign in the Box) |
| Please sign exactly as your name appears to the left |
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VOTING INSTRUCTION FORM | VOTING INSTRUCTION FORM |
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| Please fill in box(es) as shown using black or blue ink or number 2 pencil. x |
| PLEASE DO NOT USE FINE POINT PENS. |
The Board of Trustees of The Prudential Series Fund recommends voting FOR the proposal.
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| To vote by InternetFOR
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| AGAINST |
| ABSTAIN |
| 1)
| | Read the Proxy Statement and have the proxy card below at hand.
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| 2)
| | Go to the Website www.proxyvote.com
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| 3)
| | Follow the instructions provided on the website.
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| To vote by Mail
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| 1)
| | Read the Proxy Statement.
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| 2)
| | Check the appropriate boxes on the proxy card below.
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| 3)
| | Sign and date the proxy card.
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| 4)
| | Return the proxy card in the envelope provided.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| JDRYN1
| KEEP THIS PORTION FOR YOUR RECORDS
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| | DETACH AND RETURN THIS PORTION ONLY
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THE PRUDENTIAL SERIES FUND
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Natural Resources Portfolio
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The Board of Trustees Recommends a Vote FOR the Proposal.
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| | For
| Against
| Abstain
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1.
| To approve a change to the Fund’s fundamental investment restriction relating to industry concentration. | o
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NOTE: Please sign exactly as name appears hereon. Joint owners should
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each sign. When signing as attorney, executor, administrator, trustee or
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guardian , please give full title as such. If a corporation, please sign in full
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corporate name by the president or other authorized officer. If a partnership,
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please sign in partnership name by authorized person.
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Please be sure to sign and date this Proxy.
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| Signature [PLEASE SIGN WITHIN BOX]
| Date
| | Signature (Joint Owners)
| Date
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PLEASE SIGN AND DATE ON THE REVERSE SIDE.