Exhibit-99.(14)(A)
Consent of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders of
Dryden Tax-Managed Funds – Dryden Large-Cap Core Equity Fund:
We consent to the incorporation by reference in the registration statement (No. 333-66895) on Form N-14, of our report dated December 23, 2005, with respect to the statement of assets and liabilities, including the portfolio of investments, of the Dryden Large-Cap Core Equity Fund (a series of Dryden Tax-Managed Funds, hereafter referred to as the “Fund”) as of October 31, 2005, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. These financial statements and financial highlights and our report thereon are included in the Annual Report of the Fund as filed on Form N-CSR.
We also consent to the references to our firm under the headings “Independent Registered Public Accounting Firm” and “Portfolio Holdings” in this registration statement on Form N-14.
KPMG LLP
New York, New York
August 23, 2006
