We need your vote!
You can make a difference!
What to do now:
1. Read the enclosed Proxy Statement.
2. Review the voting instructions provided.
3. VOTE!
Three easy ways to vote:
1. Call the toll-free number on your proxy ballot card from a touch-tone telephone.
2. Log on to www.proxyvote.com.
3. Mail your completed proxy ballot card.
Voting by phone or Internet is available 24 hours a day, 7 days a week.
Answers to questions about proposed changes to the
Strategic Partners Large Cap Core Fund
The Board of Directors of the Strategic Partners Large Cap Core Fund has unanimously recommended that it be merged into the Dryden Large Cap Core Equity Fund to create what is expected to be a larger, more efficient fund. This packet provides additional information about the proposed merger.
The recommended changes require shareholder approval. Please read the enclosed materials and vote your shares as soon as possible. Your quick response will help us hold down communications costs. Three methods for voting your shares are noted above to make it as easy as possible for you.
Continued
What’s Inside
Answers to your questions about the merger proposal | 1-4 |
Supplements to the prospectus | 5-7 |
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| Mutual Funds from Prudential Financial |
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Here are answers to some questions you may have that should be reviewed along with the enclosed proxy materials.
What proposal am I being asked to vote on?
Shareholders of the Strategic Partners Large Cap Core Fund are being asked to approve a proposal for the acquisition of all of its assets by the Dryden Large Cap Core Equity Fund.
Why is the Board proposing the merger?
After a thorough review, we have reached the difficult conclusion that the Strategic Partners fund family does not offer the potential scale to remain an effective long-term investment solution for shareholders. Thus we will be combining Strategic Partners mutual funds into the much larger JennisonDryden mutual fund family.
How do I benefit from this change?
Merging your Fund into the Dryden Large Cap Core Equity Fund is expected to result in a larger fund that will continue to provide exposure to common stocks and equity-related securities issued by U.S. companies. A larger fund may realize trading and other efficiencies that can reduce its expenses. The accompanying combined proxy statement and prospectus includes a detailed description of the proposal and its expected benefits to shareholders.
Do the Funds have similar investment objectives and policies?
Although the Funds’ investment objectives are different, many of their investment policies are similar. The investment objective of the Strategic Partners Large Cap Core Fund is “to outperform the S&P 500 through stock selection, resulting in different weightings of common stocks relative to the index,” while the primary investment objective of the Dryden Large Cap Core Equity Fund is to achieve “long-term after-tax growth of capital.” However, the actual investment policies of the Dryden Large Cap Core Equity Fund, like the Strategic Partners Large Cap Core Fund, are based on different weightings of stocks relative to the S&P 500 Index.
Who are the Funds’ investment advisors?
The investment advisors for the Funds are:
Fund |
| Investment Advisor |
Strategic Partners Large Cap Core Fund |
| AllianceBernstein L.P. |
Dryden Large Cap Core Equity Fund |
| Quantitative Management Associates LLC |
If the proposal is approved, we expect that Quantitative Management Associates LLC, a wholly owned subsidiary of Prudential Investment Management, Inc., will continue to be investment advisor for the Dryden Large Cap Core Equity Fund and that Margaret S. Stumpp, Ph.D.; Ted Lockwood; and Peter Xu, Ph.D., will continue as its portfolio managers.
How do the expenses of the Funds compare?
The Dryden Large Cap Core Equity Fund had a lower gross annual operating expense ratio than the Strategic Partners Large Cap Core Fund, although its net annual operating expense ratio was slightly higher. However,
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after the merger is completed, the Fund will implement a fee waiver/expense reimbursement that will reduce its net ratio to 1.25%.
· Dryden Large Cap Core Equity Fund (Class A): | 1.26% (as of April 30, 2006) and |
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· Strategic Partners Large Cap Core Fund (Class A): | 1.25% (as of April 30, 2006) |
Shareholders of the Strategic Partners Large Cap Core Fund are expected to see no change to its net annual operating expenses and to realize an immediate reduction in their gross annual operating expense ratio as a result of the merger.
Is the merger a taxable event for federal income tax purposes?
We do not expect the transaction to result in a taxable gain or loss for U.S. federal income tax purposes. See the combined proxy statement and prospectus for more information.
How large do you expect the Dryden Large Cap Core Equity Fund to be after the merger?
The approximate net assets (on a pro forma basis) for the combined Dryden Large Cap Core Equity Fund would have been approximately $314 million on April 30, 2006, if the Funds had been merged on that date. Combining the Funds’ assets may help the portfolio managers manage the asset base more efficiently.
How will you determine the number of shares of the Dryden Large Cap Core Equity Fund that I receive?
As of the close of business of the New York Stock Exchange (NYSE) on the transaction date, you will receive a dollar value of whole and fractional shares of the equivalent class of the Dryden Large Cap Core Equity Fund equal to the value of your shares in the Strategic Partners Large Cap Core Fund. The transaction is expected to occur after shareholder approval and the satisfaction of certain closing conditions (probably in the first quarter of 2007).
What if there are not enough votes to reach a quorum by the scheduled shareholder meeting dates?
If we do not receive enough votes to hold a meeting for your Fund, we or D.F. King & Co., Inc., the proxy solicitation firm for the merger, may contact shareholders who have not yet voted to encourage them to vote. If there are not enough votes to approve a proposal by the time of a meeting, the meeting may be adjourned to permit further solicitation of proxy votes.
Can my broker handle this?
Under existing NYSE rules, brokers, banks, and other nominees are not expected to be entitled to vote Fund shares with respect to the merger unless the beneficial owner gives specific instructions for the vote.
However, the Strategic Partners Large Cap Core Fund will forward proxy materials to brokers who are the record owners for beneficial owners. When a broker is unable to cast a vote because no specific instructions have been given but executes and returns an unvoted proxy card, the resulting “broker non-vote” counts
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toward establishing a quorum for the meeting. If enough votes for a quorum have not been obtained, the Fund may request that one or more brokers submit a specific number of broker non-votes in order to obtain a quorum. The Fund will only take such action if it believes that the action will result in enough shareholder votes to approve the proposal at the meeting. Consequently, shareholders who oppose the proposal should vote against it.
How many votes am I entitled to cast?
You may cast one vote for each share of the Fund you own on the record date, which is September 15, 2006.
How do I vote my shares?
You can vote your shares 24 hours a day, 7 days a week by telephone, by Internet at www.proxyvote.com, or by completing and mailing us the enclosed proxy ballot card. You can also vote your shares by attending the relevant meeting. Please see the enclosed proxy materials for complete details.
How do I sign the proxy ballot card?
Individual accounts: Shareholders should sign exactly as their names appear on the account registration shown on the proxy ballot card.
Joint accounts: Both owners must sign, and the signatures must conform exactly to the names shown on the account registration.
All other accounts: The person signing must indicate his or her role in the account. For example, a trustee for a trust should include his or her title when signing, such as “Jane Doe, Trustee,” or an authorized officer of a company should indicate his or her position with the company, such as “John Smith, President.”
Who can answer any other questions I may have about the voting process?
Please call the firm we have retained to manage the solicitation process, D.F. King, toll free at (800) 735-3428 if you have any further questions about the voting process.
Unclog your mailbox! Enroll in e-delivery
Enjoy the convenience of viewing annual and semiannual reports, prospectuses, and proxy statements on-line. When you enroll in electronic delivery, you will no longer receive paper copies of these documents and will be notified by e-mail when new materials are available for on-line viewing.
Enrolling is fast and simple
· Go to www.icsdelivery.com/prudential/funds and follow the simple enrollment instructions.
· You will receive an e-mail when new materials are available.
· You can cancel your enrollment or change your e-mail address at any time.
Mutual funds are distributed by Prudential Investment Management |
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Services LLC, a Prudential Financial company and member SIPC. |
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NS02141 |
| Mutual Funds from Prudential Financial |
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Jennison 20/20 Focus Fund |
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Jennison Blend Fund, Inc. |
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Jennison Natural Resources Fund, Inc. |
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Jennison Small Company Fund, Inc. |
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Jennison U.S. Emerging Growth Fund, Inc. |
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Jennison Value Fund |
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Dryden California Municipal Fund |
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Dryden Global Total Return Fund, Inc. |
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Dryden Government Income Fund, Inc. |
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Dryden Government Securities Trust |
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Dryden High Yield Fund, Inc. |
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Dryden Index Series Fund, Inc. |
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Dryden Municipal Bond Fund |
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Dryden Municipal Series Fund |
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Dryden National Municipals Fund, Inc. |
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Dryden Short-Term Bond Fund, Inc. |
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Dryden Small Cap Core Equity Fund, Inc. |
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Dryden Tax-Free Money Fund |
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Dryden Tax-Managed Funds |
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Dryden Total Return Bond Fund, Inc. |
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MoneyMart Assets, Inc. |
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Prudential Investment Portfolios, Inc. |
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Prudential World Fund, Inc. |
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Nicholas-Applegate Fund, Inc. |
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Strategic Partners Asset Allocation Funds, Inc. |
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Strategic Partners Mutual Funds, Inc. |
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Strategic Partners Opportunity Funds |
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Strategic Partners Real Estate Fund, and |
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Strategic Partners Style Specific Funds, Inc. |
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Supplement dated May 24, 2006 to the Prospectus
This supplement amends the Prospectus of each of the funds referenced below and is in addition to any existing supplement to a Fund’s Prospectus.
JennisonDryden Mutual Funds |
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Jennison 20/20 Focus Fund |
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Jennison Blend Fund |
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Jennison Conservative Growth Fund |
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Jennison Equity Opportunity Fund |
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Jennison Financial Services Fund |
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Jennison Global Growth Fund |
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Jennison Growth Fund |
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Jennison Health Sciences Fund |
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Jennison Natural Resources Fund |
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Jennison Select Growth Portfolio |
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Jennison Small Company Fund |
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Jennison Technology Fund |
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Jennison U.S. Emerging Growth |
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Jennison Utility Fund |
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Jennison Value Fund |
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JennisonDryden Conservative Allocation Fund |
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JennisonDryden Growth Allocation Fund |
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JennisonDryden Moderate Allocation Fund |
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Dryden Active Allocation Fund |
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Dryden Global Total Return Fund |
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Dryden Government Income Fund |
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Dryden High Yield Fund |
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Dryden International Equity Fund |
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Dryden Large Cap Core Equity Fund |
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Dryden National Municipals Fund |
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California Income Series |
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California Series |
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Florida Series |
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New Jersey Series |
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New York Series |
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Pennsylvania Series |
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Dryden Short-Term Corporate Bond Fund |
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Dryden Small Cap Core Equity Fund |
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Dryden Stock Index Fund |
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Dryden Strategic Value Fund |
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Dryden Tax-Free Money Fund |
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Dryden Total Return Bond Fund |
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Dryden Ultra Short Bond Fund |
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High Income Series |
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Insured Series |
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Money Market Series |
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MoneyMart Assets |
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Strategic Partners Mutual Funds |
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Strategic Partners Balanced Fund |
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Strategic Partners Capital Growth Fund |
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Strategic Partners Concentrated Growth Fund |
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Strategic Partners Conservative Allocation Fund |
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Strategic Partners Core Value Fund |
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Strategic Partners Equity Income Fund |
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Strategic Partners Growth Allocation Fund |
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Strategic Partners High Yield Bond Fund |
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Strategic Partners International Growth Fund |
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Strategic Partners International Value Fund |
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Strategic Partners Large Cap Value |
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Strategic Partners Managed OTC Fund |
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Strategic Partners Mid Cap Growth Fund |
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Strategic Partners Mid Cap Value Fund |
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Strategic Partners Moderate Allocation Fund |
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Strategic Partners Money Market Fund |
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Strategic Partners New Era Growth |
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Strategic Partners Real Estate Fund |
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Strategic Partners Small Cap Growth Fund |
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Strategic Partners Small Cap Value |
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Strategic Partners Technology Fund |
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Strategic Partners Total Return Bond |
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Nicholas-Applegate Growth Equity Fund |
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1. The table captioned “Shareholder Fees” under the caption “Fees and Expenses” is amended by adding the following as the final row in the table:
Shareholder Fees (paid directly from your investment)
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| Class A |
| Class B |
| Class C |
| Class R |
| Class Z |
| Class I |
| Class Y |
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Small balance account fee |
| $ | 15 |
| $ | 15 |
| $ | 15 |
| None |
| None |
| None |
| $ | 15 |
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2. A new second note is added to the “Notes to Fees and Expenses Table,” as follows:
· Beginning on or about November 17, 2006, if the value of your account is less than $2,500, the Fund will deduct a $15 annual small balance account fee from your account. The small balance account fee will also be charged on accounts invested in Class L, M or X shares (these share classes are currently not offered for sale). Thereafter, beginning in 2007, the $15 annual small balance account fee will be assessed during the 4th calendar quarter of each year. Any applicable CDSC on the shares redeemed to pay the $15 small balance account fee will be waived. The $15 small balance account fee will not be charged on: (i) accounts during the first six months from inception of the account, (ii) omnibus accounts, (iii) institutional accounts, (iv) group retirement plans, and (v) Automatic Investment Plan (“AIP”) accounts or employee savings plan accounts. For more information, see “Purchase, Redemption and Pricing of Fund Shares – Small Balance Account Fee” in the Statement of Additional Information.
3. The table under the caption “Share Class Comparison” is amended by deleting the columns headed Class A, Class B and Class C, and replacing them with the following:
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| Class B |
| Class C |
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Minimum purchase amount |
| $ 1,000 |
| $ 1,000 |
| $ 2,500 |
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Minimum purchase amount |
| $ 2,500 |
| $ 2,500 |
| $ 2,500 |
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Minimum amount for subsequent purchases |
| $ 100 |
| $ 100 |
| $ 100 |
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Maximum initial sales charge |
| 5.5% of the public |
| None |
| None |
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Contingent Deferred Sales Charge (CDSC) |
| 1% (on investments |
| 5% (Year 1) 4% (Year 2) 3% (Year 3) 2% (Year 4) 1% (Year 5/6) 0% (Year 7) |
| 1% (year 1) |
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Annual distribution and service (12b-1) fees |
| .30 of 1% |
| 1% |
| 1% |
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4. The first note under the caption “Notes to Share Class Comparison Table” is deleted and replaced with the following:
· The minimum initial and subsequent investment requirements do not apply to employee savings plan accounts or payroll deduction plan accounts. The minimum initial and subsequent investment for purchases made through the Automatic Investment Plan (“AIP”) is $50. Effective on or about November 17, 2006: (i) the minimum initial investment for retirement accounts and custodial accounts for minors is $1,000, and (ii) subsequent investments through newly-established AIP accounts must be at least $1,200 annually. Prior thereto, the minimum investment
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requirements do not apply to certain retirement and custodial accounts for minors. For more information, see “Additional Shareholder Services.”
5. The second and third notes under the caption “Notes to Share Class Comparison Table” are deleted and replaced with the following:
· Beginning on or about November 17, 2006, if the value of your Class A, Class B, Class C or Class Y account is less than $2,500, the Fund will deduct a $15 annual small balance account fee from your account. Thereafter, beginning in 2007, the $15 annual small balance account fee will be assessed during the 4th calendar quarter of each year. Any applicable CDSC on the shares redeemed to pay the $15 small balance account fee will be waived. The $15 small balance account fee will not be charged on: (i) accounts during the first six months from inception of the account, (ii) omnibus accounts, (iii) institutional accounts, (iv) group retirement plans, and (v) Automatic Investment Plan (“AIP”) accounts or employee savings plan accounts. For more information, see “Fees and Expenses” and the table captioned “Shareholder Fees” in this Prospectus, and “Purchase, Redemption and Pricing of Fund Shares – Small Balance Account Fee” in the Statement of Additional Information.
· For more information about the CDSC and how it is calculated, see “How to Sell Your Shares — Contingent Deferred Sales Charge (CDSC).”
· Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a 1% CDSC, although they are not subject to an initial sales charge. The CDSC is waived for purchases by certain retirement or benefit plans.
6. The following is added immediately following the caption “Qualifying for Class Z Shares”
Institutional Investors. Various institutional investors may purchase Class Z shares, including corporations, banks, governmental entities, municipalities, and IRS section 501 entities, such as foundations and endowments. The minimum initial investment for such investors is $10 million. Institutional investors are responsible for indicating their eligibility to purchase Class Z Shares at the time of purchase.
7. The section captioned “How to Sell Shares - Small Accounts” is deleted and replaced with the following:
Involuntary Redemption of Small Accounts. Beginning on or about November 10, 2006, if the value of your account is less than $500 for any reason, we may sell the rest of your shares (without charging any CDSC) and close your account. We would do this to minimize the Fund's expenses paid by other shareholders. The involuntary sale provisions do not apply to Automatic Investment Plan (“AIP”) accounts, employee savings plan accounts, payroll deduction plan accounts, or retirement accounts (such as a 401(k) plan, an IRA or other qualified or tax-deferred plan or account). Prior thereto, if you make a sale that reduces your account value to less than $500, we may sell the rest of your shares (without charging any CDSC) and close your account; this involuntary sale does not apply to shareholders who own their shares as part of a retirement account. For more information, see “Purchase, Redemption and Pricing of Fund Shares – Involuntary Redemption” in the Statement of Additional Information. Note that beginning November 17, 2006, if the value of your account is less than $2,500 (with certain exclusions), a $15 annual small balance account fee will be deducted from your account; any applicable CDSC on the shares redeemed to pay the $15 small balance account fee will be waived. For more information, see “Fees and Expenses” and the table captioned “Shareholder Fees” in this Prospectus, and “Purchase, Redemption and Pricing of Fund Shares – Small Balance Account Fee” in the Statement of Additional Information.
LR0044
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Every vote is important whether your Fund holdings are large or small. Please review
these materials and return your proxy ballot card by mail or call in your vote today.
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