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Item 10
Prudential Tax-Managed Funds
Semi-Annual period ending 04/30/03
File No. 811-09101
CERTIFICATIONS
I, Judy A. Rice, certify that:
1. I have reviewed this report on Form N-CSR of Prudential Tax-Managed Funds;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to
the period covered by this report.;
3. Based on my knowledge, the financial statements, and
other financial information included in this report,
fairly present in all material respects the financial
condition, results of operations, changes in net
assets, and cash flows (if the financial statements
are required to include a statement of cash flows) of
the registrant as of, and for, the periods presented
in this report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule
30a-2(c) under the Investment Company Act of 1940) for
the registrant and have:
a) designed such disclosure controls and procedures
to ensure that material information relating to
the registrant, including its consolidated
subsidiaries, is made known to us by others
within those entities, particularly during the
period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies in the design or
operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize, and report financial
data and have identified for the registrant's
auditors any material weakness in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a
significant role in the registrant's internal
controls; and
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6. The registrant's other certifying officers and I have
indicated in this report whether or not there were
significant changes in internal controls or in other
factors that could significantly affect internal
controls subsequent to the date of our most recent
evaluation, including any corrective actions with
regard to significant deficiencies and material
weaknesses.
Date: June 26, 2003
/s/ Judy A. Rice
-------------------------
Judy A. Rice
President and Principal Executive
Officer
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Item 10
Prudential Tax-Managed Funds
Semi-Annual period ending 04/30/03
File No. 811-09101
CERTIFICATIONS
I, Grace C. Torres, certify that:
1. I have reviewed this report on Form N-CSR of Prudential Tax-Managed Funds;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to
the period covered by this report.;
3. Based on my knowledge, the financial statements, and
other financial information included in this report,
fairly present in all material respects the financial
condition, results of operations, changes in net
assets, and cash flows (if the financial statements
are required to include a statement of cash flows) of
the registrant as of, and for, the periods presented
in this report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule
30a-2(c) under the Investment Company Act of 1940) for
the registrant and have:
a. designed such disclosure controls and procedures
to ensure that material information relating to
the registrant, including its consolidated
subsidiaries, is made known to us by others
within those entities, particularly during the
period in which this report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c. presented in this report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing
the equivalent functions):
a. all significant deficiencies in the design or
operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize, and report financial
data and have identified for the registrant's
auditors any material weakness in internal
controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a
significant role in the registrant's internal
controls; and
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6. The registrant's other certifying officers and I have
indicated in this report whether or not there were
significant changes in internal controls or in other
factors that could significantly affect internal
controls subsequent to the date of our most recent
evaluation, including any corrective actions with
regard to significant deficiencies and material
weaknesses.
Date: June 26, 2003
/s/ Grace C. Torres
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Grace C. Torres
Treasurer and Principal Financial
Officer