<Page>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, For Use of
/ / Definitive Proxy Statement the Commission Only (as
/ / Definitive Additional Materials permitted by
/ / Soliciting Material Under Rule 14a-12 Rule 14a-6(e)(2))
Prudential's Gibraltar Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<Page>
PRUDENTIAL'S GIBRALTAR FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
------------------------
IMPORTANT PROXY MATERIALS
PLEASE VOTE NOW!
SEPTEMBER , 2002
------------------------
Dear Planholder:
I am inviting you to vote on several proposals relating to the management
and operation of Prudential's Gibraltar Fund, Inc. (the "Fund"). A Special
Meeting of Planholders having a right to vote with respect to the Fund is
scheduled for October 18, 2002. This package contains information about the
proposals and includes materials you will need to vote.
The Board of Directors of the Fund has reviewed the proposals and has
recommended that the proposals be presented to you for consideration. Although
the Directors have determined that the proposals are in your best interest, the
final decision is yours. The accompanying proxy statement includes a detailed
description about each of the proposals relating to your Fund.
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 proxy card before mailing it
in the enclosed postage-paid envelope.
- BY INTERNET. Have your proxy card available. Go to the web site:
www.proxyweb.com. Enter your control number from your proxy card. Follow
the simple instructions found on the web site.
- BY TELEPHONE. Call 1-888-221-0697 toll free (phone line is available 24
hours a day).
- IN PERSON. By attending the meeting and voting your shares.
If you have any questions before you vote, please call us at 1-877-778-5008
from 8 a.m to 6 p.m. Eastern Time, Monday through Friday. We're glad to help you
understand the proposals and assist you in voting. Thank you for your
participation.
Sincerely,
David R. Odenath, Jr.
PRESIDENT
<Page>
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE
PROPOSALS
Please read the enclosed proxy statement for a complete description of the
proposals. However, as a quick reference, the following questions and answers
provide a brief overview of the proposals.
Q. WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
A. The purpose of the proxy is to ask you to vote on four primary issues:
- to approve a new management agreement between the Fund and its manager,
Prudential Investments LLC ("PI").
- to approve a new subadvisory agreement between PI and Jennison Associates
LLC ("Jennison").
- to approve a change in the Fund's investment objective.
- to approve revisions to the Fund's fundamental investment restrictions.
Q. WILL THE PROPOSED CHANGES RESULT IN HIGHER MANAGEMENT FEES?
A. Yes. The rate of the management fee currently charged to the Fund will
increase if the proposal to approve a new management agreement between the
Fund and PI is approved. However, the Directors of your Fund have concluded
that an increase in the management fee is in the best interests of
Planholders, because it will enable PI to better manage the Fund. The Fund's
overall expense ratio will still be among the lowest in its peer group even
with the increase in the management fee. Please see the accompanying proxy
statement for a more detailed explanation of the proposed management
agreement.
Q. HAS THE FUND'S BOARD APPROVED THE PROPOSALS?
A. Yes. Your Fund's Board has approved the proposals and recommends that you
vote to approve them.
Q. HOW MANY VOTES DO YOU NEED TO APPROVE THESE PROPOSALS?
A. We need the affirmative vote of a majority of the Fund's outstanding voting
securities, as defined by the Investment Company Act of 1940, in order to
approve the proposals.
Q. WHAT IF WE DO NOT HAVE ENOUGH VOTES TO MAKE THIS DECISION BY THE SCHEDULED
PLANHOLDER MEETING DATE?
A. If we do not receive sufficient votes to hold the meeting, we or MIS
Corporation, a proxy solicitation firm, may contact you by mail or telephone
to encourage you to vote. Planholders 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 proposals by the time of the Planholder
meeting on October 18, 2002, the meeting may be adjourned to permit further
solicitation of proxy votes.
Q. HOW MANY VOTES AM I ENTITLED TO CAST?
A. As a Planholder, you are entitled to one vote for each share of common stock
of the Fund in which you have an interest on the record date. The record
date is August 20, 2002.
Q. HOW DO I VOTE MY SHARES?
A. 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 1-877-778-5008.
You may also vote via the Internet. To do so, have your proxy card available
and go to the web site: www.proxyweb.com. Enter your control number from
your proxy card and follow the instructions found on the web site.
Finally, you can vote by telephone. Call 1-888-221-0697 toll free. This
phone line is available 24 hours a day.
<Page>
Q. HOW DO I SIGN THE PROXY CARD?
A. INDIVIDUAL ACCOUNTS: Planholders should sign exactly as their names appear
on the account registration shown on the card.
JOINT ACCOUNTS: Both owners must sign and the signatures should conform
exactly to the names shown on the account registration.
ALL OTHER ACCOUNTS: 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 Doe, Trustee"; or an authorized officer of a
company should indicate his or her position with the company, such as "John
Smith, President."
The attached proxy statement contains more detailed information about each of
the proposals relating to your Fund. Please read it carefully.
<Page>
PRUDENTIAL'S GIBRALTAR FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
------------------------
NOTICE OF
SPECIAL MEETING OF PLANHOLDERS
TO BE HELD ON
OCTOBER 18, 2002
------------------------
DEAR PLANHOLDER:
You are hereby notified that Prudential's Gibraltar Fund, Inc. (the "Fund")
will hold a Special Meeting of Planholders having a right to vote with respect
to the Fund in the offices of The Prudential Insurance Company of America,
Gateway Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey on
October 18, 2002 at 10:00 a.m. Eastern time for the following purposes:
1. To approve a new management agreement between the Fund and its manager,
Prudential Investments LLC ("PI").
2. To approve a new subadvisory agreement between PI and Jennison
Associates LLC ("Jennison").
3. To approve a change in the Fund's investment objective.
4. To approve revisions to the Fund's fundamental investment restrictions.
You are entitled to vote at the Meeting, and at any adjournments thereof, if
you had an interest in shares of common stock of the Fund at the close of
business on August 20, 2002. 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 PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE.
By order of the Board,
Jonathan D. Shain
SECRETARY
Dated: September, 2002
A PROXY CARD IS ENCLOSED ALONG WITH THE PROXY STATEMENT. PLEASE VOTE TODAY BY
SIGNING AND RETURNING THE PROXY CARD IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
YOU CAN ALSO VOTE THROUGH THE INTERNET OR BY TELEPHONE USING THE "CONTROL"
NUMBER THAT APPEARS ON THE PROXY CARD AND FOLLOWING THE SIMPLE INSTRUCTIONS. THE
BOARD OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" EACH PROPOSAL.
<Page>
PRUDENTIAL'S GIBRALTAR FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
------------------------
PROXY STATEMENT
SPECIAL MEETING OF PLANHOLDERS
TO BE HELD ON OCTOBER 18, 2002
------------------------
This proxy statement is being furnished to Planholders having a right to
vote with respect to the Fund in connection with the solicitation by the Board
of Directors of proxies to be used at a Special Meeting to be held at Gateway
Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey 07102 on
October 18, at 10:00 a.m., Eastern time, or any adjournment or adjournments
thereof. This proxy statement is being first mailed to Planholders on or about
September , 2002.
The Fund is a registered, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and is organized as a Maryland
corporation. The Fund's shares of common stock are referred to as "Shares," and
the persons having voting rights with respect to the Fund are "Planholders." The
Fund's Board of Directors is referred to as the "Board," and the directors are
"Board Members" or "Directors".
Prudential Investments LLC ("PI" or the "Manager"), Gateway Center Three,
100 Mulberry Street, Newark, New Jersey 07102, serves as the Fund's Manager
under a management agreement with the Fund (the "Management Agreement").
Investment advisory services are provided to the Fund under a Subadvisory
Agreement with Jennison Associates LLC ("Jennison"), 466 Lexington Avenue, New
York, New York 10017. PI and Jennison are both wholly-owned indirect
subsidiaries of Prudential Financial, Inc. ("Prudential"). Prudential Investment
Management Services LLC ("PIMS" or the "Distributor"), Gateway Center Three, 100
Mulberry Street, Newark, New Jersey 07102, serves as the distributor of the
Fund's shares. PIMS is also a wholly-owned indirect subsidiary of Prudential. As
of June 30, 2002, PI served as the investment manager to all of the Prudential
U.S. and offshore open-end investment companies, and as the administrator to
certain closed-end investment companies with aggregate assets of approximately
$101 billion.
VOTING INFORMATION
The close of business on August 20, 2002 has been fixed as the record date
for the determination of Planholders entitled to notice of, and to vote at, the
Meeting. Each Share outstanding as of the close of business on the record date
is entitled to one vote. As of the record date, there were Shares of the
Fund outstanding. Shares of the Fund are held only by three separate accounts of
The Prudential Insurance Company of America ("Prudential Insurance") that
support certain variable annuity contracts and systematic investment plan
contracts issued to Planholders. Those three accounts are Prudential's
Investment Plan Account, Prudential's Annuity Plan Account, and Prudential's
Annuity Plan Account-2 (collectively, the "Accounts" and individually, each an
"Account"). Fund Shares held by the Accounts as of the record date are as
follows: Prudential's Investment Plan Account ( Shares); Prudential's
Annuity Plan Account ( Shares); and Prudential's Annuity Plan Account-2
( Shares).
Fund shares are voted in accordance with the voting instructions received
from Planholders with interests in the Accounts (and indirectly in the Fund) as
of the record date. If a Planholder submits a properly executed proxy card, or
otherwise properly votes in accordance with the Internet or telephone
procedures, Prudential Insurance will vote the Fund shares allocated to that
Planholder according to the Planholder's instructions. If a Planholder submits a
properly executed proxy card but omits voting instructions with respect to any
proposal, Prudential Insurance will vote the shares allocated to that
<Page>
Planholder for the proposal. If a Planholder abstains, that vote will
effectively be a vote against the proposal. Finally, if a Planholder does not
submit a proper voting instruction, Prudential Insurance will vote the Fund
shares allocated to that Planholder in proportion to the aggregate voting
instructions it receives from all other Planholders.
Planholders may revoke their instructions, but to be effective, Prudential
must receive written notice of the revocation prior to 6:00 p.m. on October 11,
2002. Alternatively, Planholders may attend the meeting and vote in person, in
which case any prior instructions provided will be revoked.
For each the Proposals, the vote required for approval is a majority of the
Fund's outstanding voting securities, as defined by the 1940 Act, which is the
lesser of (a) a vote of 67% or more of the Fund shares whose holders are present
or represented by proxy at the meeting if the holders of more than 50% of all
outstanding Fund shares are present in person or represented by proxy at the
meeting, or (b) a vote of more than 50% of all outstanding Fund shares. The Fund
will adopt each Proposal if it is approved by the required vote, except that
Proposal 2 will not be adopted unless Planholders approve both Proposals 1 and
2.
This solicitation is being made by mail, but it also may be made by
telephone or facsimile. PI, Prudential Insurance, or one of their affiliates
will bear the cost of this solicitation.
OBTAINING A COPY OF THE ANNUAL OR SEMI-ANNUAL REPORT
Copies of the Fund's most recent annual and semi-annual reports, including
financial statements, have previously been delivered to Planholders. Planholders
may obtain without charge additional copies of the Fund'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 (800) 778-2255 (toll free).
TO APPROVE A NEW MANAGEMENT AGREEMENT FOR THE FUND
PROPOSAL 1
The Board, including all of the Independent Directors, has approved, and
recommends that Planholders approve, a proposal to adopt a new Management
Agreement between the Fund and PI. The new Management Agreement is attached as
Exhibit A. Information concerning the Fund's Directors and the officers of PI is
attached as Exhibit C. The primary change in the new Management Agreement is an
increase in the management fee paid by the Fund and the Fund's assumption of
certain operating expenses formerly borne by Prudential Insurance and/or PI.
DISCUSSION
PI currently serves as the Fund's Manager pursuant to a Management Agreement
executed between the Fund and PI. Pursuant to the Management Agreement, PI
provides investment advisory and related management and administrative services
to the Fund, including the supervision of the Fund's current subadvisor,
Jennison. Jennison provides the day-to-day investment advisory services to the
Fund pursuant to a Subadvisory Agreement between PI and Jennison. Under the
current Management Agreement, and a separate Administration Agreement between
the Fund and Prudential Insurance, most of the operating expenses of the Fund,
including audit, legal, printing, and mailing costs, are borne by Prudential
Insurance and/or PI, and are not paid out of Fund assets.
Under the current Management Agreement, PI receives a management fee from
the Fund of 0.125% of the Fund's average daily net assets. This management fee
is paid out of Fund assets. Out of the management fee that PI receives, PI in
turn compensates Jennison for its services at the rate of 0.0625% of the Fund's
average daily net assets. The current Management and Subadvisory agreements were
approved by Planholders on January 10, 2001, and both agreements were renewed by
the Directors on May 21, 2002.
2
<Page>
During 2001, the Fund paid PI $430,022 in management fees pursuant to the
Management Agreement, and PI paid Jennison $215,011 in subadvisory fees pursuant
to the Subadvisory Agreement.
If Planholders approve this Proposal, the Fund will execute a new Management
Agreement with PI. The new Management Agreement differs from the current
Management Agreement in two material respects. First, the new Management
Agreement will include an increased management fee of 0.55% of the Fund's
average daily net assets. Second, the new Management Agreement will make the
Fund, and not Prudential Insurance or PI, responsible for the payment of most of
the Fund's operating expenses, including audit, legal, and custodian expenses.
However, Prudential Insurance and/or PI will continue to be responsible for the
payment of costs associated with the preparation and distribution of the Fund's
annual and semi-annual financial statements, prospectuses, and any shareholder
meetings. If Planholders approve this Proposal, the Fund intends to terminate
the Administration Agreement between the Fund and Prudential Insurance.
The table below compares the Fund's operating expenses (including the
management fee) for the fiscal year ended December 31, 2001 under the current
Management Agreement, with the Fund's hypothetical operating expenses for the
same year if the new Management Agreement had been in place for the entire year:
PRO-FORMA EXPENSE ANALYSIS
<Table>
<Caption>
12/31/2001 12/31/2001
ACTUAL PRO FORMA
(BASED ON (BASED ON
AVERAGE NET AVERAGE NET
ASSETS) ASSETS)
------------ ------------
RATIOS TO AVERAGE NET ASSETS:
Management Fee............................................ 0.13% 0.55%
Other Expenses............................................ 0.00% 0.05%
Total Expenses............................................ 0.13% 0.60%
</Table>
The table above does not reflect separate account expenses, including sales
load. If the proposed new management agreement had been in effect during the
fiscal year ended December 31, 2001, PI would have received $1,892,096 as its
management fee. The percentage difference between the amount that PI received
during 2001 and the amount that it would have received during 2001 if the
proposed new management agreement had been in effect is 0.340%.
3
<Page>
INFORMATION ABOUT OTHER MUTUAL FUNDS MANAGED BY PI
The table below provides information about other mutual funds managed by PI
as of June 30, 2002 that have similar investment objectives to the Fund:
<Table>
<Caption>
FUND NAME $ ASSETS (000) MANAGEMENT FEE RATE
- --------- --------------- ---------------------
Prudential Jennison Equity Opportunity Fund............... $ 887,729 0.60% to $300 mil.
0.575% over $300 mil.
Prudential Jennison Growth Fund........................... $3,617,904 0.60% to $300 mil.
0.575% next $4.7 bil.
0.55% over $5 bil.
The Prudential Variable Contract Account -- 2............. $ 244,920 0.125%
Prudential Equity Fund.................................... $2,379,422 0.50% to $500 mil.
0.475% next $500 mil.
0.45% over $1.5 bil.
The Prudential Series Fund, Inc.
SP Strategic Partners Focused Growth Portfolio.......... $ 12,934 0.90%
The Prudential Series Fund, Inc.
Diversified Conservative Growth Portfolio............... $ 184,015 0.75%
The Prudential Series Fund, Inc.
Equity Portfolio........................................ $3,963,675 0.45%
</Table>
MATTERS CONSIDERED BY THE BOARD OF DIRECTORS
On May 21, 2002, the Board, including all of the Independent Directors,
approved the proposal to present the new Management Agreement to Planholders.
The Board received materials comparing the Fund's current management fee and
overall expenses to those of comparable mutual funds. The Board also received an
oral presentation from representatives of PI. The comparative materials, which
were obtained from an independent and unaffiliated research provider, indicated
that the Fund's overall expense ratio was still among the lowest in its peer
group of mutual funds, even after taking into consideration the proposed
increase in the management fee and the Fund's assumption of expenses currently
paid by Prudential Insurance and/or PI.
The Board also considered the fact that PI advised the Board that the
current management fee paid by the Fund to PI made it extremely difficult for PI
to properly manage the Fund. The Board additionally considered the fact that the
current management fee did not provide PI with sufficient funds to properly
compensate Jennison at current market rates for the subadvisory services
provided by Jennison to the Fund. In addition, the Board considered the fact
that the current management fee rate made it difficult for PI to properly manage
the Fund under the Fund's manager-of-managers structure (pursuant to which PI
may enter into new subadvisory agreements with unaffiliated subadvisers without
shareholder approval), because PI likely would have difficulty retaining a
suitable new subadviser in the event that it believed that a change in
subadvisers was advisable in the future. Based on the materials provided to the
Directors and the presentation made by PI at the meeting, the Board concluded
that adopting the new Management Agreement was in the best interest of the Fund
and the Planholders.
AFFILIATED BROKER
During 2001, the Fund paid no commissions to Prudential Securities
Incorporated.
4
<Page>
OTHER PRUDENTIAL SERVICE PROVIDERS
PIMS acts as the principal underwriter of the Fund. PIMS is located at
Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102. Under the
terms of the distribution agreement Prudential Insurance and/or PI, not the
Fund, is responsible for compensating PIMS. The Fund does not pay any fee to
PIMS.
TO APPROVE A NEW SUBADVISORY AGREEMENT BETWEEN PI AND JENNISON
PROPOSAL 2
The Board, including all of the Independent Directors, has approved, and
recommends that Planholders approve, a proposal to adopt a new Subadvisory
Agreement between PI and Jennison. The proposed new Subadvisory Agreement is
attached as Exhibit B. The fees and expenses incurred by the Fund will not
change as a result of this Proposal, except as stated below.
DISCUSSION
Jennison currently serves as the Fund's subadvisor pursuant to a Subadvisory
Agreement executed between PI and Jennison. The current Subadvisory Agreement
was approved by Planholders on January 10, 2001, and was last renewed by the
Directors on May 21, 2002. If the Proposal is approved, PI will enter into a new
Subadvisory Agreement with Jennison. Consistent with the management fee increase
set forth in Proposal 1, if Proposal 1 is approved by Planholders, PI intends to
enter into a new Subadvisory Agreement with Jennison for the purpose of
increasing the subadvisory fee that PI pays to Jennison for providing investment
advisory services to the Fund. With the exception of the increased subadvisory
fee, the new Subadvisory Agreement is identical in all material respects with
the current Subadvisory Agreement.
Under the current Subadvisory Agreement, Jennison receives a subadvisory fee
of 0.0625 % of the Fund's average daily net assets. Jennison's fee is paid
entirely out of the management fee that PI receives pursuant to the management
agreement between the Fund and PI. If Proposal 1 is approved, PI will enter into
a new Subadvisory Agreement with Jennison, which will provide Jennison with an
increased subadvisory fee of 0.25% of the Fund's average daily net assets.
THE PROPOSED NEW SUBADVISORY AGREEMENT WITH JENNISON
Jennison, located at 466 Lexington Avenue, New York, NY 10017, is a
wholly-owned subsidiary of Prudential Investment Management, Inc. ("PIM"), which
is a wholly-owned subsidiary of Prudential Asset Management Holding Company
(PAMHCo), which is a wholly-owned subsidiary of Prudential. Jennison has
provided investment advisory services to registered investment companies since
1990.
The table below lists the name and principal occupation of the principal
executive officers and each director of Jennison. The address of each person is
466 Lexington Avenue, New York, NY 10017, unless otherwise indicated.
MICHAEL A. DEL BALSO-Director since 1998, Executive Vice President, Jennison,
since 1998; prior to 1998, various positions to Senior Vice President, Jennison
Associates Capital Corp.
MARY-JANE FLAHERTY-Director since 2000. Managing Director, Strategic
Initiatives, PIM, since December 1998; prior to December 1998, various positions
to Chief Financial Officer, Prudential Investment Corporation, and various
positions to Vice President, Prudential. Address: Gateway Center Three, 100
Mullberry Street, Newark, NJ 07102.
JOHN H. HOBBS-Chairman since 1998. Chief Executive Officer, Jennison, since
1998; prior to 1998, various positions to Chairman and Chief Executive Officer,
Jennison Associates Capital Corp.
5
<Page>
KAREN E. KOHLER-Director since 1998. Executive Vice President, Jennison, since
2000. Treasurer, Jennison, since 1999. Chief Compliance Officer and Director,
Jennison, since 1998; prior to 1998, various positions to Senior Vice President,
Chief Compliance Officer, Jennison Associates Capital Corp.
KATHLEEN A. MCCARRAGHER-Director since 1998. Executive Vice President, Jennison,
since 1998. 1992-1998, Managing Director, Weis, Peck & Greer LLC.
PHILIP N. RUSSO-Director since 2000. Vice President and Director, PIM, since
1999; Vice President, Prudential, since 1997; prior to 1997, Managing Director,
Bankers Trust Company. Address: Gateway Center Three 100 Mullberry Street,
Newark, NJ 07102.
SPIROS SEGALAS-Director since 1998. President and Chief Investment Officer,
Jennison, since 1998. Prior to 1998, various positions to President and Chief
Investment Officer, Jennison Associates Capital Corp.
VICTOR SIM-Director since 2000. Vice President, Prudential, since 1997. Address:
Prudential Plaza, 751 Broad Street, Newark, NJ 07102.
JOHN R. STRANGFELD-Director since 2000. Chief Executive Officer of Prudential
Securities Incorporated since October 2000, Executive Vice President since
February 1998 of Prudential; Chief Executive Officer, Chairman, and Director
since January 1999 of PIM; Chairman since August 1989 of Pricoa Capital Group;
prior to 1998, various positions to Chief Executive Officer, Private Asset
Management Group of Prudential. Address: 199 Water Street, New York, NY 10292.
KEVEN C. UEBELEIN-Director since 2000. Chief Investment Officer, since 2001,
Gibraltar Life Insurance Co., Ltd. (Japan), Senior Managing Director, Mergers &
Acquisitions, PIM, since 2000; prior to 2000, various positions to Managing
Director, New Products, Private Asset Management Group, Prudential. Gibraltar
Life Insurance Co., Ltd. (Japan). Address: 4-4-1, Nihombashi, Hongoku-cho,
Chuo-Ku, Tokyo 103-0021 Japan.
BERNARD B. WINOGRAD-Director since 2000. President, since April 2002, and
Director, since December 1996, PIM, Chief Executive Officer, Prudential Real
Estate Investors, since December 1986; prior to December 1996, The Taubman
Company LLC. Address: Gateway Center Three 100 Mullberry Street, Newark, NJ
07102.
INFORMATION ABOUT OTHER MUTUAL FUNDS ADVISED BY JENNISON
The table below provides information about other mutual funds advised by
Jennison as of March 31, 2002 which have investment objectives similar to that
of the Fund:
<Table>
<Caption>
FEE PAID TO JENNISON
FUND NET ASSETS (% OF AVERAGE DAILY
FUND AS OF 3/31/02 NET ASSETS)
- ---- --------------- --------------------
Prudential Jennison Equity Opportunity Fund...... $ 938,900,890 0.30% to $300 million
0.25% over $300 million
Prudential Jennison Growth Fund.................. $4,484,675,942 0.30% to $300 million
0.25% over $300 million
The Prudential Variable Contract Account -- 2.... $ 418,440,683 0.125%
Prudential Equity Fund*.......................... $1,439,378,206 0.250% on first $500
million
0.226% on next $500 million
0.203% on balance.
The Prudential Series Fund, Inc. -- Equity
Portfolio*..................................... $2,235,712,771 0.225%
The Prudential Series Fund, Inc. -- SP Strategic
Partners Focused Growth Portfolio*............. $ 6,356,557 0.30% on first $300 million
0.25% on balance
</Table>
6
<Page>
<Table>
<Caption>
FEE PAID TO JENNISON
FUND NET ASSETS (% OF AVERAGE DAILY
FUND AS OF 3/31/02 NET ASSETS)
- ---- --------------- --------------------
The Prudential Series Fund, Inc. -- Diversified
Conservative Growth Portfolio*................. $ 61,119,217 Growth Portion:
0.30% on first $300 million
0.25% on balance
Value Portion:
0.375%
EQ Advisors Trust -- EQ Balanced Portfolio*...... $ 330,301,273 0.35%
SunAmerica Style Select Series, Inc. -- Large Cap
Growth Portfolio*.............................. $ 27,051,692 0.30% on first $300 million
0.25% on balance.
</Table>
- ------------------------
* Jennison manages a portion of the assets of the fund. Fund net assets shown
reflect only the portion of Fund assets managed by Jennison. Fee is
calculated and paid based on the portion of fund assets managed by Jennison.
MATTERS CONSIDERED BY THE BOARD
On May 21, 2002, the Board, including all of the Independent Directors,
approved the proposal to present the new subadvisory agreement to Planholders.
Consistent with the Board's review of the materials and presentation concerning
the proposal to approve an increase in the management fee payable to PI, the
Board considered that a primary goal in approving the increased management fee
was to permit PI to compensate Jennison for its subadvisory services based on a
fee rate closer to the current market rate. As noted above with respect to
Proposal 1, the Board considered the fact that the comparative materials, which
were obtained from an independent and unaffiliated research provider, indicated
that the Fund's current management fee and overall expenses were currently among
the lowest within a comparable group of mutual funds, and that the comparative
materials showed that even after accounting for the increased management fee and
expenses, the Fund's overall expense ratio would still be among the lowest in
its peer group of mutual funds.
The Board also considered PI's representation that the current management
fee did not provide PI with sufficient funds to properly compensate Jennison at
current market rates for the subadvisory services provided by Jennison to the
Fund. In addition, the Board considered the fact that the current management and
subadvisory fees made it difficult for PI to manage the fund under the
manager-of-managers structure, because in the event that PI believed it
advisable in the future to retain a new subadviser for the Fund, PI would likely
experience difficulty in retaining a suitable subadviser due to an inability to
provide the subadviser with appropriate compensation. Based on the materials
provided to the Directors and the presentation made by PI at the meeting, the
Board concluded that adopting the new Subadvisory Agreement was in the best
interest of the Fund and the Planholders.
THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
TO APPROVE A CHANGE IN THE FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE
PROPOSAL NO. 3
The Board, including all of the Independent Directors, has approved, and
recommends that Planholders approve, a proposal to revise the Fund's fundamental
investment objective. The Fund's current investment objective is growth of
capital to an extent compatible with a concern for preservation of principal.
Current income is a secondary consideration. To achieve this objective, the Fund
invests primarily in common stock and other securities convertible into common
stock.
7
<Page>
DISCUSSION
The Board, including all of the Independent Directors, has approved a
recommendation from Jennison, the Fund's subadviser, that the Fund revise its
fundamental investment objective by eliminating current income as a secondary
consideration. Jennison advised the Board that the elimination of income as a
secondary consideration would increase its ability to identify and select
appropriate securities for the Fund that it believes will enhance the Fund's
ability to provide for growth of capital consistent with a concern for
preservation of capital.
MATTERS CONSIDERED BY THE BOARD
On May 21, 2002, the Board, including all of the Independent Directors,
approved the proposal to revise the Fund's fundamental investment objective. The
Board considered and concurred with Jennison's recommendation that eliminating
income as a secondary consideration would enhance the Fund's ability to meet its
primary objective of growth of capital consistent with a concern for
preservation of capital, by expanding the Fund's ability to identify and select
securities believed by Jennison to enhance the Fund's performance.
If approved by Planholders, the Fund's fundamental investment objective will
provide as follows: "The Fund's objective is growth of capital to an extent
compatible with a concern for preservation of capital. Current income, if any,
is incidental."
THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
TO APPROVE REVISIONS TO THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS
PROPOSAL NO. 4
The Board, including all of the Independent Directors, has approved, and
recommends that Planholders approve, a proposal to revise certain fundamental
investment restrictions of the Fund.
DISCUSSION
The 1940 Act requires a mutual fund to indicate, in its registration
statement, its policy with respect to each of the following:
- diversification;
- issuing senior securities;
- borrowing money, including the purpose for which the proceeds will be
used;
- underwriting securities of other issuers;
- concentrating investments in a particular industry or group of industries;
- purchasing or selling real estate or commodities; and
- making loans.
In addition to these items, a fund is free to designate, as fundamental,
investment policies concerning other investment practices. The Fund's statement
of additional information (SAI) currently sets forth 11 fundamental investment
restrictions. A fundamental restriction is a restriction that cannot be changed
without the approval of a majority of a fund's outstanding voting securities. As
discussed below, the Board recommends that certain of the investment
restrictions be revised to afford more flexibility by removing fundamental
restrictions not required by the 1940 Act, updating certain of the restrictions
to account for changes in the law and investment vehicles and techniques, and
conform the language to the counterpart policies of certain other Prudential
mutual funds.
8
<Page>
A detailed analysis of the changes recommended by the Board follows (the
numbers set out below correspond to the numbering of the current fundamental
investment restrictions, which are set out in each item below, in the Fund's
SAI). You are entitled to vote differently with respect to each proposed
fundamental investment restriction change listed below:
2. The Fund does not buy or sell commodities or commodity contracts.
PROPOSAL 4(a) -- RECOMMENDATION:
The fundamental investment restriction does not permit the Fund to utilize
futures and options. Although the Fund does not currently intend to use futures
and options, in the event that the Board were to conclude at a future time that
investing in options and futures is appropriate for the Fund, the restriction
would prevent the Board from authorizing such investments without seeking
Planholder approval. Therefore, the Board recommends that the current
fundamental restriction be revised to state: "The Fund does not buy or sell
commodities or commodity contracts, except that the Fund may purchase and sell
futures contracts and related options." If the Proposal is approved by
Planholders, the Board will adopt a non-fundamental restriction providing that
the Fund will not currently invest in futures contracts and related options. As
a non-fundamental restriction, the Board will have the flexibility to authorize
investments in futures and options in the future if it determines that such
investments were in the best interests of Planholders, without first seeking
Planholder approval.
3. The Fund does not sell short or buy on margin, or buy, sell or write
put or call options or combinations of such options.
PROPOSAL 4(b) -- RECOMMENDATION:
The Board recommends that Planholders approve the revision of this
fundamental investment restriction as follows: the prohibition on purchases on
margin will be retained as a fundamental investment restriction, but the
remainder of the restriction will become non-fundamental because the 1940 Act
does not require that the Fund have a fundamental investment policy with respect
to short sales or securities of the use of options. If approved by Planholders,
the revised fundamental investment restriction will provide as follows:
"The Fund does not purchase securities on margin; provided that the Fund may
obtain such short-term credits as may be necessary for the clearance of
transactions, and that the deposit or payment of money of initial or maintenance
margin in connection with otherwise permissible futures or options is not
considered the purchase of a security on margin."
Because the Fund does not currently intend to use short sales of securities
or options, if this Proposal is approved by Planholders, the Board intends to
adopt a non-fundamental investment restriction providing that "The Fund does not
sell short, or buy, sell or write put or call options or combinations of such
options." As a non-fundamental restriction, the Board will have the flexibility
to authorize the use of short sales and options in the future if it determines
that such investments were in the best interests of Planholders, without first
seeking Planholder approval.
4. The Fund does not invest for the purpose of exercising control or
management.
PROPOSAL 4(c) -- RECOMMENDATION:
The Board recommends that Planholders approve the elimination of this
fundamental investment restriction. The 1940 Act does not require that the Fund
adopt a fundamental policy with respect to controlling investments in other
issuers. Because the Fund does not currently intend to invest for the purpose of
exercising management or control in other issuers, if this Proposal is approved,
the Board intends to adopt a non-fundamental policy that is identical to the
current fundamental investment restriction. As a non-fundamental restriction,
the Board will have the flexibility to authorize investments
9
<Page>
for the purpose of exercising management or control if in the future it
determines that such investments were in the best interests of Planholders,
without first seeking Planholder approval.
5. The Fund does not buy or hold the securities of any issuer if those
officers and directors of the Fund or officers of its investment adviser who
own individually more than one-half of 1% of the securities of such issuer
or together own more than 5% of the securities of such issuer.
PROPOSAL 4(d) -- RECOMMENDATION:
The Board recommends that Planholders approve the elimination of this
fundamental investment restriction. The 1940 Act does not require a mutual fund
to adopt a fundamental policy concerning investments in other issuers whose
stock may be held by the fund or adviser affiliates.
6. The Fund does not with respect to 75% of the value of its assets,
buy the securities of an issuer if the purchase would cause more than 5% of
the value of the Fund's total assets to be invested in the securities of any
one issuer (except for obligations of the United States government and its
instrumentalities) or result in the Fund owning more than 10% of the voting
securities of such issuer.
PROPOSAL 4(e) -- RECOMMENDATION:
This restriction paraphrases the standard in the 1940 Act for a diversified
mutual fund. The 1940 Act requires that a mutual fund state in its prospectus or
SAI whether or not it is a diversified mutual fund, and if a fund is a
diversified fund, the fund may not change to a non-diversified fund without
Planholder approval. Because the Fund's prospectus and SAI already state the
Fund is diversified, the investment restriction is duplicative. Accordingly, the
Board recommends that Planholders approve the elimination of this fundamental
investment restriction.
8. The Fund does not borrow money.
11. The Fund does not issue senior securities.
PROPOSAL 4(f) -- RECOMMENDATION:
The Board recommends that Planholders approve modifications to each of the
fundamental investment restrictions identified above, in order to provide the
Fund with more flexibility to borrow money for temporary or emergency purposes
(up to the limit set forth in the 1940 Act) and to utilize investment techniques
as permitted by the 1940 Act and Securities and Exchange Commission
interpretations to avoid the issuance of a senior security. In particular, the
Board recommends that Planholders approve the following revised fundamental
investment restrictions:
"The Fund does not borrow money, except that the Fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Reverse repurchase agreements are not
considered borrowing for purposes of this restriction."
"The Fund does not issue senior securities, except as permitted under the
Investment Company Act of 1940 and rules thereunder or by Securities and
Exchange Commission order, Securities and Exchange Commission release, no-action
letter, or similar relief or interpretations. Collateral arrangements entered
into by a Fund with respect to futures contracts or options and the writing of
options are not deemed to be the issuance of a senior security."
9. The Fund does not buy or sell real estate, although the Fund may
purchase shares of a real estate investment trust.
10
<Page>
PROPOSAL 4(g) -- RECOMMENDATION:
The Board recommends that Planholders approve a revision to this fundamental
investment restriction to clarify that the Fund can invest in instruments backed
or collateralized by real estate or mortgages and hold real estate in the
unlikely event that the Fund acquires it as the result of the enforcement of a
security interest. In particular, the Board recommends that Planholders approve
the following revised fundamental investment restriction:
"The Fund does not buy or sell real estate, although the Fund may buy or
sell securities that are secured by real estate, securities of real estate
investment trusts and of other issuers that engage in real estate operations,
mortgage-backed securities, mortgage participations, or other instruments
supported or secured by interests in real estate, and the Fund may exercise
rights relating to such securities, including the right to enforce security
interests and to hold real estate acquired by reason of such enforcement until
that real estate can be liquidated in an orderly manner."
10. The Fund does not invest in the securities of other investment
companies.
PROPOSAL 4(h) -- RECOMMENDATION:
The Board recommends that Planholders eliminate this fundamental investment
restriction. The 1940 Act does not require a mutual fund to set forth a
fundamental investment policy with respect to the investment in shares of other
investment companies. Instead, the 1940 Act and related rules impose certain
limitations with respect to a mutual fund's ability to invest in shares of other
mutual funds. Removing the restriction will permit the Fund to invest in shares
of other mutual funds consistent with the 1940 Act and related rules as they
currently stand or may be amended in the future. Among other things, investments
in certain mutual fund shares permit the Fund to establish investment positions
or invest excess cash on a more flexible basis.
PROPOSAL 4(i) -- RECOMMENDATION:
The 1940 Act requires a mutual fund to adopt a fundamental investment
restriction with respect to a fund's ability to make loans. Accordingly, the
Board recommends that Planholders adopt the following fundamental investment
restriction regarding loans:
"The Fund will not make loans, except through loans of the Fund's assets,
repurchase agreements, trade claims, loan participations or similar investments,
or as permitted by the Investment Company Act of 1940 and rules thereunder or by
Securities and Exchange Commission order, Securities and Exchange Commission
release, no-action letter, or similar relief or interpretations. The following
shall not be considered the making of a loan: the acquisition of bonds,
debentures or other debt instruments, or participations or other interests
therein; or investments in government obligations, commercial paper,
certificates of deposit, bankers' acceptances or instruments similar to the
foregoing."
THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
SHAREHOLDER PROPOSALS
Any Planholder who wishes to submit a proposal to be considered at the
Fund's next meeting of persons having a right to vote with respect to the Fund
should send the proposal to that 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.
11
<Page>
The Fund will not be required to hold annual meetings of Planholders if the
election of Board Members is not required under the 1940 Act. It is the present
intention of the Board of the Fund not to hold annual meetings of Planholders
unless such Planholder action is required.
Planholder proposals that are submitted in a timely manner will not
necessarily be included in the Fund'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 Meetings other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of Planholders arise, the proxies will vote according to their
best judgment in the interest of the Fund.
Jonathan D. Shain
SECRETARY
September _, 2002
It is important that you execute and return ALL of your proxies promptly.
12
<Page>
INDEX TO EXHIBITS TO PROXY STATEMENT
<Table>
Exhibit A Form of Management Agreement with PI.
Exhibit B Form of Subadvisory Agreement with Jennison.
Exhibit C Information About the Officers of PI and the Fund, and the
Directors of the Fund.
</Table>
13
<Page>
EXHIBIT A
PRUDENTIAL'S GIBRALTAR FUND, INC.
MANAGEMENT AGREEMENT
Agreement made this day of , 2002 between Prudential's Gibraltar
Fund, Inc., a Maryland corporation (the Fund), and Prudential Investments LLC, a
New York limited liability company (the Manager).
W I T N E S S E T H
WHEREAS, the Fund is a diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the 1940 Act);
and
WHEREAS, the Fund desires to retain the Manager to render or contract to
obtain as hereinafter provided investment advisory services to the Fund and the
Fund also desires to avail itself of the facilities available to the Manager
with respect to the administration of its day-to-day business affairs, and the
Manager is willing to render such investment advisory and administrative
services;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Manager to act as manager of the Fund and
as administrator of its business affairs for the period and on the terms set
forth in this Agreement. The Manager accepts such appointment and agrees to
render the services herein described, for the compensation herein provided.
Subject to the approval of the Board of Directors of the Fund, the Manager is
authorized to enter into a subadvisory agreement with Jennison Associates LLC,
or any other subadviser, whether or not affiliated with the Manager (each, a
Subadviser), pursuant to which such Subadviser shall furnish to the Fund the
investment advisory services in connection with the management of the Fund
(each, a Subadvisory Agreement). Subject to the approval of the Board of
Directors of the Fund, the Manager is authorized to retain more than one
Subadviser for the Fund, and if the Fund has more than one Subadviser, the
Manager is authorized to allocate the Fund's assets among the Subadvisers. The
Manager will continue to have responsibility for all investment advisory
services furnished pursuant to any Subadvisory Agreement. The Fund and Manager
understand and agree that the Manager may manage the Fund in a "manager-of-
managers" style with either a single or multiple subadvisers, which contemplates
that the Manager will, among other things and pursuant to an Order issued by the
Securities and Exchange Commission (SEC): (i) continually evaluate the
performance of the Subadviser to the Fund, if applicable, through quantitative
and qualitative analysis and consultations with such Subadviser;
(ii) periodically make recommendations to the Fund's Board as to whether the
contract with one or more Subadvisers should be renewed, modified, or
terminated; and (iii) periodically report to the Fund's Board regarding the
results of its evaluation and monitoring functions. The Fund recognizes that a
Subadviser's services may be terminated or modified pursuant to the
"manager-of-managers" process, and that the Manager may appoint a new Subadviser
for a Subadviser that is so removed.
2. Subject to the supervision of the Board of Directors of the Fund, the
Manager shall administer the Fund's business affairs and, in connection
therewith, shall furnish the Fund with office facilities and with clerical,
bookkeeping and recordkeeping services at such office facilities and, subject to
Section 1 hereof and any Subadvisory Agreement, the Manager shall manage the
investment operations of the Fund and the composition of the Fund's portfolio,
including the purchase, retention and disposition thereof, in accordance with
the Fund's investment objectives, policies and restrictions as stated in the
Fund's SEC registration statement, and subject to the following understandings:
(a) The Manager (or a Subadviser under the Manager's supervision) shall
provide supervision of the Fund's investments, and shall determine from time
to time what investments or securities will be
A-1
<Page>
purchased, retained, sold or loaned by the Fund, and what portion of the
assets will be invested or held uninvested as cash.
(b) The Manager, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Articles of Incorporation
of the Fund and the Fund's SEC registration statement and with the
instructions and directions of the Board of Directors of the Fund, and will
conform to and comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations. In connection therewith,
the Manager shall, among other things, prepare and file (or cause to be
prepared and filed) such reports as are, or may in the future be, required
by the SEC.
(c) The Manager (or the Subadviser under the Manager's supervision)
shall determine the securities and futures contracts to be purchased or sold
by the Fund and will place orders pursuant to its determinations with or
through such persons, brokers, dealers or futures commission merchants
(including but not limited to Prudential Securities Incorporated) in
conformity with the policy with respect to brokerage as set forth in the
Fund's Registration Statement or as the Board of Directors may direct from
time to time. In providing the Fund with investment supervision, it is
recognized that the Manager (or the Subadviser under the Manager's
supervision) will give primary consideration to securing the most favorable
price and efficient execution. Consistent with this policy, the Manager (or
Subadviser under the Manager's supervision) may consider the financial
responsibility, research and investment information and other services
provided by brokers, dealers or futures commission merchants who may effect
or be a party to any such transaction or other transactions to which other
clients of the Manager (or Subadviser) may be a party. It is understood that
Prudential Securities Incorporated (or a broker-dealer affiliated with a
Subadviser) may be used as principal broker for securities transactions, but
that no formula has been adopted for allocation of the Fund's investment
transaction business. It is also understood that it is desirable for the
Fund that the Manager (or Subadviser) have access to supplemental investment
and market research and security and economic analysis provided by brokers
or futures commission merchants, and that such brokers or futures commission
merchants may execute brokerage transactions at a higher cost to the Fund
than may result when allocating brokerage to other brokers or futures
commission merchants on the basis of seeking the most favorable price and
efficient execution. Therefore, the Manager (or the Subadviser under the
Manager's supervision) is authorized to pay higher brokerage commissions for
the purchase and sale of securities and futures contracts for the Fund to
brokers or futures commission merchants who provide such research and
analysis, subject to review by the Fund's Board of Directors from time to
time with respect to the extent and continuation of this practice. It is
understood that the services provided by such broker or futures commission
merchant may be useful to the Manager (or the Subadviser) in connection with
its services to other clients.
On occasions when the Manager (or a Subadviser under the Manager's
supervision) deems the purchase or sale of a security or a futures contract
to be in the best interest of the Fund as well as other clients of the
Manager (or the Subadviser), the Manager (or Subadviser), to the extent
permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities or futures contracts to be so sold
or purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the
securities or futures contracts so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Manager (or the
Subadviser) in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other
clients.
(d) The Manager (or the Subadviser under the Manager's supervision)
shall maintain all books and records with respect to the Fund's portfolio
transactions and shall render to the Fund's Board of Directors such periodic
and special reports as the Board may reasonably request.
A-2
<Page>
(e) The Manager (or the Subadviser under the Manager's supervision)
shall be responsible for the financial and accounting records to be
maintained by the Fund (including those being maintained by the Fund's
Custodian).
(f) The Manager (or the Subadviser under the Manager's supervision)
shall provide the Fund's Custodian on each business day information relating
to all transactions concerning the Fund's assets.
(g) The investment management services of the Manager to the Fund under
this Agreement are not to be deemed exclusive, and the Manager shall be free
to render similar services to others.
(h) The Manager shall make reasonably available its employees and
officers for consultation with any of the Directors or officers or employees
of the Fund with respect to any matter discussed herein, including, without
limitation, the valuation of the Fund's securities.
3. The Fund has delivered to the Manager copies of each of the following
documents and will deliver to it all future amendments and supplements, if any:
(a) Articles of Incorporation;
(b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof
and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Board of Directors of the Fund
authorizing the appointment of the Manager and approving the form of this
agreement;
(d) Registration Statement under the 1940 Act and the Securities Act of
1933, as amended, on Form N-1A (the Registration Statement), as filed with
the SEC relating to the Fund and its shares of common stock and all
amendments thereto; and
(e) Prospectus and Statement of Additional Information of the Fund.
4. The Manager shall authorize and permit any of its officers and employees
who may be elected as Directors or officers of the Fund to serve in the
capacities in which they are elected. All services to be furnished by the
Manager under this Agreement may be furnished through the medium of any such
officers or employees of the Manager.
5. The Manager shall keep the Fund's books and records required to be
maintained by it pursuant to Paragraph 2 hereof. The Manager agrees that all
records which it maintains for the Fund are the property of the Fund, and it
will surrender promptly to the Fund any such records upon the Fund's request,
provided however that the Manager may retain a copy of such records. The Manager
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any such records as are required to be maintained by the Manager
pursuant to Paragraph 2 hereof.
6. During the term of this Agreement, the Manager shall pay the following
expenses:
(a) the salaries and expenses of all employees of the Fund and the
Manager, except the fees and expenses of Directors who are not affiliated
persons of the Manager or any Subadviser,
(b) all expenses incurred by the Manager in connection with managing the
ordinary course of the Fund's business, other than those assumed by the Fund
herein,
(c) the fees, costs and expenses payable to a Subadviser pursuant to a
Subadvisory Agreement,
(d) the preparation, printing and distribution of prospectuses for the
Fund, and advertising and sales literature referring to the Fund for use and
offering any security to the public,
(e) the preparation and distribution of reports and acts of the Fund
required by and under federal and state securities laws, and
(f) the conduct of annual and special meetings of the Fund.
A-3
<Page>
7. The Fund assumes and will pay the expenses described below:
(a) the fees and expenses incurred by the Fund in connection with the
management of the investment and reinvestment of the Fund's assets,
(b) the fees and expenses of Fund Directors who are not "interested
persons" of the Fund within the meaning of the 1940 Act,
(c) the fees and expenses of the Custodian that relate to (i) the
custodial function and the recordkeeping connected therewith,
(ii) preparing and maintaining the general accounting records of the Fund
and the provision of any such records to the Manager useful to the Manager
in connection with the Manager's responsibility for the accounting records
of the Fund pursuant to Section 31 of the 1940 Act and the
rules promulgated thereunder, (iii) the pricing or valuation of the shares
of the Fund, including the cost of any pricing or valuation service or
services which may be retained pursuant to the authorization of the Board of
Directors of the Fund, and (iv) for both mail and wire orders, the
cashiering function in connection with the issuance and redemption of the
Fund's securities,
(d) the charges and expenses of legal counsel and independent
accountants for the Fund,
(e) brokers' commissions and any issue or transfer taxes chargeable to
the Fund in connection with its securities and futures transactions,
(f) all taxes and corporate fees payable by the Fund to federal, state
or other governmental agencies,
(g) the fees of any trade associations of which the Fund may be a
member,
(h) the cost of share certificates representing, and/or non-negotiable
share deposit receipts evidencing, shares of the Fund,
(i) the cost of fidelity, directors' and officers' and errors and
omissions insurance,
(j) the fees and expenses involved in registering and maintaining
registration of the Fund and of its shares with the SEC, and paying notice
filing fees under state securities laws, including the preparation and
printing of the Fund's registration statement and the Fund's prospectuses
and statements of additional information for filing under federal and state
securities laws for such purposes,
(k) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Fund's business, and
(l) any expenses assumed by the Fund pursuant to a Distribution and
Service Plan adopted in a manner that is consistent with Rule 12b-1 under
the 1940 Act.
8. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to the Manager as full compensation therefor a fee
at the annual rate of 0.55% of the average daily net assets of the Fund. This
fee will be computed daily, and will be paid to the Manager monthly.
9. The Manager shall not be liable for any error of judgment or for any
loss suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
10. This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the 1940 Act;
provided, however, that this Agreement may be terminated with respect to
A-4
<Page>
the Fund at any time, without the payment of any penalty, by the Board of
Directors of the Fund or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund, or by the Manager at any
time, without the payment of any penalty, on not more than 60 days' nor less
than 30 days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
11. Nothing in this Agreement shall limit or restrict the right of any
officer or employee of the Manager who may also be a Director, officer or
employee of the Fund to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any business,
whether of a similar or dissimilar nature, nor limit or restrict the right of
the Manager to engage in any other business or to render services of any kind to
any other corporation, firm, individual or association.
12. Except as otherwise provided herein or authorized by the Board of
Directors of the Fund from time to time, the Manager shall for all purposes
herein be deemed to be an independent contractor, and shall have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
13. During the term of this Agreement, the Fund agrees to furnish the
Manager at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature, or other material prepared for distribution to
shareholders of the Fund or the public, which refer in any way to the Manager,
prior to use thereof and not to use such material if the Manager reasonably
objects in writing within five business days (or such other time as may be
mutually agreed) after receipt thereof. In the event of termination of this
Agreement, the Fund will continue to furnish to the Manager copies of any of the
above-mentioned materials which refer in any way to the Manager. Sales
literature may be furnished to the Manager hereunder by first-class or overnight
mail, facsimile transmission equipment or hand delivery. The Fund shall furnish
or otherwise make available to the Manager such other information relating to
the business affairs of the Fund as the Manager at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.
14. This Agreement may be amended by mutual consent, but the consent of the
Fund must be obtained in conformity with the requirements of the 1940 Act.
15. Any notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry
Street, 4th Floor, Newark, NJ 07102, Attention: Secretary; or (2) to the Fund at
Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102, Attention:
President.
16. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
17. The Fund may use the name "Prudential's Gibraltar Fund, Inc." or any
name including the word "Prudential" only for so long as this Agreement or any
extension, renewal or amendment hereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the Manager's
business as Manager or any extension, renewal or amendment thereof remain in
effect. At such time as such an agreement shall no longer be in effect, the Fund
will (to the extent that it lawfully can) cease to use such a name or any other
name indicating that it is advised by, managed by or otherwise connected with
the Manager, or any organization which shall have so succeeded to such
businesses. In no event shall the Fund use the name "Prudential's Gibraltar
Fund, Inc." or any name including the word "Prudential" if the Manager's
function is transferred or assigned to a company of which Prudential
Financial, Inc. does not have control.
A-5
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year above
written.
<Table>
PRUDENTIAL'S GIBRALTAR FUND, INC.
By:
-----------------------------------------
PRUDENTIAL INVESTMENTS LLC
By:
-----------------------------------------
</Table>
A-6
<Page>
EXHIBIT B
PRUDENTIAL'S GIBRALTAR FUND, INC.
SUBADVISORY AGREEMENT
Agreement made as of this day of , 2002 between Prudential
Investments LLC (PI or the Manager) and Jennison Associates LLC (the Subadviser
or Jennison).
WHEREAS, the Manager has entered into a Management Agreement, dated ,
2002 (the Management Agreement), with Prudential's Gibraltar Fund, Inc. (the
Fund), a Maryland corporation and an open-end management investment company
registered under the Investment Company Act of 1940 (the 1940 Act), pursuant to
which PI acts as Manager of the Fund; and
WHEREAS, PI desires to retain the Subadviser to provide investment advisory
services to the Fund and to manage such portion of the Fund as the Manager shall
from time to time direct, and the Subadviser is willing to render such
investment advisory services; and
WHEREAS, this Agreement was approved by the Fund's shareholders at a meeting
held on , 2002 and is intended to supersede the agreement dated
January 11, 2001, between PI and the Subadviser;
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Manager and the Board of
Directors of the Fund, the Subadviser shall manage such portion of the
investment operations of the Fund as the Manager shall direct and shall
manage the composition of the Fund's portfolio(s), including the purchase,
retention and disposition thereof, in accordance with the Fund's investment
objectives, policies and restrictions as stated in the Prospectus (such
Prospectus and Statement of Additional Information as currently in effect
and as amended or supplemented from time to time, being herein called the
"Prospectus"), and subject to the following understandings:
(i) The Subadviser shall provide supervision of such portion of
the Fund's investments as the Manager shall direct and shall
determine from time to time what investments and securities will be
purchased, retained, sold or loaned by the Fund, and what portion of
the assets will be invested or held uninvested as cash.
(ii) In the performance of its duties and obligations under this
Agreement, the Subadviser shall act in conformity with the
Articles of Incorporation, By-Laws and Prospectus of the Fund and
with the instructions and directions of the Manager and of the Board
of Directors of the Fund, cooperate with the Manager's (or its
designee's) personnel responsible for monitoring the Fund's
compliance and will conform to and comply with the requirements of
the 1940 Act, the Internal Revenue Code of 1986 and all other
applicable federal and state laws and regulations. In connection
therewith, the Subadviser shall, among other things, prepare and file
such reports as are, or may in the future be, required by the
Securities and Exchange Commission.
(iii) The Subadviser shall determine the securities and futures
contracts to be purchased or sold by such portion of the Fund, and
will place orders with or through such persons, brokers, dealers or
futures commission merchants (including but not limited to Prudential
Securities Incorporated (or any broker or dealer affiliated with the
Subadviser) to carry out the policy with respect to brokerage as set
forth in the Fund's Prospectus or as the Board of Directors may
direct from time to time. In providing the Fund with investment
supervision, it is recognized that the Subadviser will give primary
consideration to securing the most favorable price and efficient
execution. Within the framework of this policy, the Subadviser
B-1
<Page>
may consider the financial responsibility, research and investment
information and other services provided by brokers, dealers or
futures commission merchants who may effect or be a party to any such
transaction or other transactions to which the Subadviser's other
clients may be a party. It is understood that Prudential Securities
Incorporated or any broker or dealer affiliated with the Subadviser
may be used as principal broker for securities transactions, but that
no formula has been adopted for allocation of the Fund's investment
transaction business. It is also understood that it is desirable for
the Fund that the Subadviser have access to supplemental investment
and market research and security and economic analysis provided by
brokers or futures commission merchants who may execute brokerage
transactions at a higher cost to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the
most favorable price and efficient execution. Therefore, the
Subadviser is authorized to place orders for the purchase and sale of
securities and futures contracts for the Fund with such brokers or
futures commission merchants, subject to review by the Fund's Board
of Directors from time to time with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers or futures commission merchants may be
useful to the Subadviser in connection with the Subadviser's services
to other clients.
On occasions when the Subadviser deems the purchase or sale of a
security or futures contract to be in the best interest of the Fund
as well as other clients of the Subadviser, the Subadviser, to the
extent permitted by applicable laws and regulations, may, but shall
be under no obligation to, aggregate the securities or futures
contracts to be sold or purchased in order to obtain the most
favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities or futures
contracts so purchased or sold, as well as the expenses incurred in
the transaction, will be made by the Subadviser in the manner the
Subadviser considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other clients.
(iv) The Subadviser shall maintain all books and records with
respect to the Fund's portfolio transactions required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f)
of Rule 31a-1 under the 1940 Act, and shall render to the Fund's
Board of Directors such periodic and special reports as the Directors
may reasonably request. The Subadviser shall make reasonably
available its employees and officers for consultation with any of the
Directors or officers or employees of the Fund with respect to any
matter discussed herein, including, without limitation, the valuation
of the Fund's securities.
(v) The Subadviser shall provide the Fund's Custodian on each
business day with information relating to all transactions concerning
the portion of the Fund's assets it manages, and shall provide the
Manager with such information upon request of the Manager.
(vi) The investment management services provided by the
Subadviser hereunder are not to be deemed exclusive, and the
Subadviser shall be free to render similar services to others.
Conversely, the Subadviser and Manager understand and agree that if
the Manager manages the Fund in a "manager-of-managers" style, the
Manager will, among other things, (i) continually evaluate the
performance of the Subadviser through quantitative and qualitative
analysis and consultations with the Subadviser (ii) periodically make
recommendations to the Fund's Board as to whether the contract with
the Subadviser should be renewed, modified, or terminated and
(iii) periodically report to the Fund's Board regarding the results
of its evaluation and monitoring functions. The Subadviser recognizes
that its services may be terminated or modified pursuant to this
process.
B-2
<Page>
(b) The Subadviser shall authorize and permit any of its directors,
officers and employees who may be elected as directors or officers of the
Fund to serve in the capacities in which they are elected. Services to be
furnished by the Subadviser under this Agreement may be furnished through
the medium of any of such directors, officers or employees.
(c) The Subadviser shall keep the Fund's books and records required to
be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall
timely furnish to the Manager all information relating to the Subadviser's
services hereunder needed by the Manager to keep the other books and records
of the Fund required by Rule 31a-1 under the 1940 Act. The Subadviser agrees
that all records which it maintains for the Fund are the property of the
Fund, and the Subadviser will surrender promptly to the Fund any of such
records upon the Fund's request, provided, however, that the Subadviser may
retain a copy of such records. The Subadviser further agrees to preserve for
the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act
any such records as are required to be maintained by it pursuant to
paragraph 1(a) hereof.
(d) The Subadviser agrees to maintain adequate compliance procedures to
ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940
and other applicable state and federal regulations.
(e) The Subadviser shall furnish to the Manager copies of all records
prepared in connection with (i) the performance of this Agreement and
(ii) the maintenance of compliance procedures pursuant to paragraph
1(d) hereof as the Manager may reasonably request.
2. The Manager shall continue to have responsibility for all services to be
provided to the Fund pursuant to the Management Agreement and, as more
particularly discussed above, shall oversee and review the Subadviser's
performance of its duties under this Agreement.
3. For the services provided and the expenses assumed pursuant to this
Agreement, the Manager shall pay the Subadviser as full compensation
therefor, a fee equal to the percentage of the Fund's average daily net
assets of the portion of the Fund managed by the Subadviser as described in
the attached Schedule A.
4. The Subadviser shall not be liable for any error of judgment or for any
loss suffered by the Fund or the Manager in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the Subadviser's part in the
performance of its duties or from its reckless disregard of its obligations
and duties under this Agreement.
5. This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the 1940
Act; provided, however, that this Agreement may be terminated by the Fund at
any time, without the payment of any penalty, by the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at
any time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the other party. This Agreement shall
terminate automatically in the event of its assignment (as defined in the
1940 Act) or upon the termination of the Management Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any of
the Subadviser's directors, officers or employees who may also be a
Director, officer or employee of the Fund to engage in any other business or
to devote his or her time and attention in part to the management or other
aspects of any business, whether of a similar or a dissimilar nature, nor
limit or restrict the Subadviser's right to engage in any other business or
to render services of any kind to any other corporation, firm, individual or
association.
B-3
<Page>
7. During the term of this Agreement, the Manager agrees to furnish the
Subadviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Fund or the public, which refer to the
Subadviser in any way, prior to use thereof and not to use material if the
Subadviser reasonably objects in writing five business days (or such other
time as may be mutually agreed) after receipt thereof. Sales literature may
be furnished to the Subadviser hereunder by first-class or overnight mail,
facsimile transmission equipment or hand delivery.
8. This Agreement may be amended by mutual consent, but the consent of the
Fund must be obtained in conformity with the requirements of the 1940 Act.
9. This Agreement shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
<Table>
PRUDENTIAL INVESTMENTS LLC
By:
--------------------------------------------
JENNISON ASSOCIATES LLC
By:
--------------------------------------------
</Table>
B-4
<Page>
SCHEDULE A
<Table>
Prudential's Gibraltar Fund, Inc............................ 0.25% of average daily net assets
</Table>
B-5
<Page>
EXHIBIT C
The table below lists the name and principal occupation of PI's principal
executive officers. PI has no directors. The address of each person is Gateway
Center Three, 100 Mulberry Street, Newark, New Jersey 07102.
<Table>
<Caption>
NAME POSITION WITH PI PRINCIPAL OCCUPATIONS
---- ---------------- ---------------------
David R. Odenath, Jr. President, Chief Executive President, Chief Executive
Officer and Chief Operating Officer and Chief Operating
Officer Officer, PI; Executive Vice
President of The Prudential
Insurance.
Robert F. Gunia Executive Vice President and Executive Vice President and
Chief Administrative Officer Chief Administrative Officer, PI;
Vice President, Prudential
Insurance; President, Prudential
Investment Management Services
LLC ("PIMS").
William V. Healey Executive Vice President, Chief Executive Vice President, Chief
Legal Officer and Secretary Legal Officer and Secretary, PI;
Vice President and Corporate
Counsel, Prudential Insurance;
Senior Vice President, Chief
Legal Officer and Secretary,
PIMS.
Grace C. Torres Senior Vice President & Assistant
Treasurer
Catherine A. Brauer Executive Vice President Executive Vice President, PI
John L. Carter Executive Vice President Executive Vice President, PI
Marc S. Levine Executive Vice President Executive Vice President, PI
Judy A. Rice Executive Vice President Executive Vice President, PI
Ajay Sawhney Executive Vice President Executive Vice President, PI
Lynn M. Waldvogel Executive Vice President Executive Vice President, PI
</Table>
There are several officers of the Fund who are also officers of PI. The
table below lists people who are officers of both the Fund and PI.
<Table>
<Caption>
NAME POSITION WITH FUND POSITION WITH PI
---- ------------------ ----------------
David R. Odenath, Jr. President President, Chief Executive
Officer and Chief Operating
Officer
Robert F. Gunia Vice President Executive Vice President and
Chief Administrative Officer
Judy A. Rice Vice President Executive Vice President
Grace C. Torres Treasurer, Principal Financial & Senior Vice President and
Accounting Officer Assistant Treasurer
</Table>
C-1
<Page>
<Table>
From: VOTE TODAY BY MAIL BY RETURNING THE VOTING INSTRUCTION
PROXY TABULATOR CARD IN THE ENCLOSED ENVELOPE,
P.O. BOX 9132 BY TOUCH-TONE TELEPHONE BY CALLING 1-888-221-0697, OR
HINGHAM, MA 02043-9132 BY THE INTERNET BY LOGGING ON TO WWW.PROXYWEB.COM.
*** CONTROL NUMBER: 999 999 999 999 99 ***
GIBRALTAR FUND, INC. VOTING INSTRUCTION FORM
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("PRUDENTIAL") AND THE BOARD OF DIRECTORS OF PRUDENTIAL'S GIBRALTAR FUND, INC. (THE
"FUND") HEREBY SOLICIT YOUR VOTING INSTRUCTIONS IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS OF THE FUND SCHEDULED FOR
OCTOBER 18, 2002, AT THE OFFICES OF PRUDENTIAL, GATEWAY CENTER 3, 100 MULBERRY STREET, 14TH FLOOR, NEWARK, NEW JERSEY AT 10:00 A.M.
I (we), the undersigned, hereby instruct Prudential to vote the Fund shares to which I (we), the undersigned, am (are) entitled to
give instructions as indicated on the reverse side of this form.
Date ___________________________
Signature(s)/Fiduciary Capacity, if applicable
Each Planholder should sign as his/her name appears on this
form; if a contract is owned jointly, each owner should sign; if
a contract is held in a fiduciary capacity, the fiduciary should
sign and indicate his/her fiduciary capacity.
GIBRALTAR
<Page>
VOTING INSTRUCTION FORM NOTE: YOUR VOTING INSTRUCTION FORM IS NOT VALID UNLESS IT IS SIGNED.
PLEASE BE SURE TO SIGN YOUR VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" ALL OF THE PROPOSALS.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. /X/
PLEASE DO NOT USE FINE POINT PENS.
FOR AGAINST ABSTAIN
1. To approve a new management agreement between the Fund and Prudential Investments LLC. / / / / / / 1.
2. To approve a new subadvisory agreement between Prudential Investments LLC and Jennison
Associates LLC. / / / / / / 2.
3. To amend the Fund's fundamental investment objective. / / / / / / 3.
4a. To amend the fundamental investment restriction of the Fund concerning commodities. / / / / / / 4a.
4b. To amend the fundamental investment restriction of the Fund concerning short sales,
purchases on margin, and the purchase or sale of put or call options. / / / / / / 4b.
4c. To amend the fundamental investment restriction of the Fund concerning controlling
investments. / / / / / / 4c.
4d. To eliminate the fundamental investment restriction concerning investments in other
issuers whose stock may be held by the Fund or adviser affiliates. / / / / / / 4d.
4e. To eliminate the fundamental investment restriction concerning diversification. / / / / / / 4e.
4f. To amend the fundamental investment restrictions concerning borrowing and the
issuance of senior securities. / / / / / / 4f.
4g. To amend the fundamental investment restriction concerning real estate. / / / / / / 4g.
4h. To eliminate the fundamental investment restriction concerning investments in the
securities of other investment companies. / / / / / / 4h.
4i. To adopt a fundamental investment restriction concerning loans. / / / / / / 4i.
GIBRALTAR
</Table>