Exhibit 99.(17)(A)
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| Strategic Partners Mutual Funds, Inc. |
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| Strategic Partners Large Cap Core Fund |
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| Gateway Center Three |
PRUDENTIAL INVESTMENTS |
| 100 Mulberry Street, 14th Floor |
GATEWAY CENTER THREE |
| Newark, NJ 07102-4077 |
100 MULBERRY STREET, 14TH FLOOR |
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NEWARK, NJ 07102-4077 |
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PROXY
Common Stock, $.001 par value per share
Special Meeting of Shareholders (Meeting)
December 14, 2006, 5:00 p.m.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Jonathan D. Shain, Grace C. Torres and Deborah A. Docs as Proxies, or any of them, each with the power of substitution, and hereby authorizes each of them to represent and to vote, as designated below, all the shares of Strategic Partners Large Cap Core Fund held of record by the undersigned on September 15, 2006 at the Meeting to be held on December 14, 2006, or any adjournment thereof.
The undersigned hereby acknowledges receipt of the accompanying Proxy Statement and revokes any Proxy heretofore given.
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 Proposal no. 1 if you do not specify otherwise. Please refer to the Proxy Statement and Prospectus dated September 25, 2006 for discussion of the proposal.
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.
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 partnership name by authorized person.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have this Proxy card below at hand.
2) Call 1-800-454-8683 if the fund shares are held on your behalf in a brokerage account. Call 1-800-690-6903 if fund shares held in your own name.
3) Follow the instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to Web site www.proxyvote.com.
3) Follow the instructions provided on the website.
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: |
| PLEASE KEEP THIS PORTION FOR YOUR RECORDS |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY
Strategic Partners Mutual Funds, Inc.
Strategic Partners Large Cap Core Fund
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
VOTE ON PROPOSAL
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| For |
| Against |
| Abstain |
1. To approve a Plan of Reorganization whereby all of the assets and liabilities of Strategic Partners Large Cap Core Fund will be transferred to, and assumed by, Dryden Large-Cap Core Equity Fund, a series of Dryden Tax-Managed Funds, in exchange for shares of Dryden Large-Cap Core Equity Fund and the cancellation of all of the shares of Strategic Partners Large Cap Core Fund.
2. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
For address changes and/or comments, please check this box and write them on the back.
Please be sure to sign and date this Proxy.
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Signature (PLEASE SIGN WITHIN BOX) |
| Date |
| Signature (Joint Owners) |
| Date |
