<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. )
<Table>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
</Table>
<Table>
PRUDENTIAL'S GIBRALTAR FUND, INC.
- ----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- ----------------------------------------------------------------------------
(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)(1)
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:
------------------------------------------------------------
</Table>
<Page>
PRUDENTIAL'S GIBRALTAR FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
------------------------
IMPORTANT PROXY MATERIALS
PLEASE VOTE NOW!
MAY , 2003
------------------------
Dear Planholder:
I am inviting you to vote on two 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
July 17, 2003. 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 of the proposals.
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 1-800-690-6903 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 1-888-778-2888
from 8 a.m. to 8 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,
/s/ David R. Odenath, Jr.
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 the election of a new
Board of Directors for the Fund and the approval of amendments to the Fund's
Articles of Incorporation.
Q. WILL THE PROPOSED CHANGES RESULT IN HIGHER MANAGEMENT FEES?
A. No.
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 the proposals.
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 May 2, 2003.
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 proposals or how to vote
your shares, please call Prudential at 1-888-778-2888.
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 1-800-690-6903 toll free. This
phone line is available 24 hours a day.
Q. HOW DO I SIGN THE PROXY CARD?
A. INDIVIDUAL ACCOUNTS: Each Planholder should sign exactly as his or her name
appears on the proxy card.
JOINT ACCOUNTS: Both owners must sign and the signatures should conform
exactly to the names shown on the proxy card.
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. 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
JULY 17, 2003
------------------------
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 at the offices of The Prudential Insurance Company of America,
Gateway Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey on
July 17, 2003 at 10:00 a.m. Eastern Daylight time for the purpose of considering
and acting upon the following proposals;
1. To elect 10 Directors; and
2. To approve amendments to the Fund's Articles of Incorporation.
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 May 2, 2003. 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, or
vote by internet or telephone.
By order of the Board,
/s/ Jonathan D. Shain
Jonathan D. Shain
SECRETARY
Dated: May , 2003
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" THE PROPOSALS.
<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 JULY 17, 2003
------------------------
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
July 17, 2003, at 10:00 a.m., Eastern Daylight time, or any adjournment or
adjournments thereof. This proxy statement is being first mailed to Planholders
on or about May , 2003.
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 December 31, 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 $86.1 billion.
VOTING INFORMATION
The close of business on May 2, 2003 has been fixed as the record date for
the determination of Planholders entitled to notice of, and to vote at, the
<Page>
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 34,128,192 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 (28,091,669 Shares); Prudential's
Annuity Plan Account (168,078 Shares); and Prudential's Annuity Plan Account-2
(5,868,445 Shares).
Fund shares are voted in accordance with the voting instructions 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 the
proposals, Prudential Insurance will vote the shares allocated to that
Planholder for the proposals. Abstentions will have no effect on the outcome of
Proposal No. 1, for which the required vote is a plurality of votes cast, but
will effectively be a vote against Proposal No. 2, which requires the approval
of a majority of outstanding shares entitled to vote. 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. For example, if Planholders
indirectly having interests in 60% of Fund shares submit properly executed
voting instructions, and those Planholders vote 75% of interests for the
proposals, 20% of interests against the proposals and abstain as to the
remaining 5%, then Prudential Insurance will vote 100% of Fund shares in those
same percentages: 75% for the proposals, 20% against the proposals, and 5%
abstaining.
Planholders may revoke their instructions, but to be effective, Prudential
must receive written notice of the revocation prior to 6 p.m. on July 10, 2003.
Alternatively, Planholders may attend the meeting and vote in person, in which
case any prior instructions provided will be revoked.
This solicitation is being made by mail, but it also may be made by
telephone or facsimile. The Fund 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.
2
<Page>
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).
PROPOSAL NO. 1
TO ELECT AN EXPANDED BOARD OF DIRECTORS
The Board, including all of the Independent Directors, recommends that you
approve this proposal, which is intended to elect an expanded Board of Directors
of the Fund. The Fund currently has four Directors, three of whom are not
"interested persons" of Prudential or the Fund under the Federal securities laws
("Independent Directors") and have been previously elected by Planholders. One
of the current Directors, Joseph Weber, is currently scheduled to retire from
the Board as of June 30, 2003. If the proposal to elect an expanded Board of
Directors is not approved by Planholders, following Mr. Weber's retirement the
Fund will have a total of three directors, two of whom will not be "interested
persons" of Prudential or the Fund.
The current Independent Directors have nominated eight individuals to serve
as Independent Directors of the Fund and nominated two other individuals to
serve as Directors who are interested persons of Prudential or the Fund
("Interested Directors"). If approved by Planholders, the Fund's Board of
Directors will consist of a total of 10 Directors. Eight of the nominees for
Independent Director presently serve as Independent Directors of the Fund and/or
serve as Independent Directors/Trustees of other funds within the Prudential
mutual fund complex.
On May 1, 2003, Prudential, the parent company of PI, acquired American
Skandia, Inc. (ASI). As part of the transaction, PI became an investment adviser
to the American Skandia Advisor Funds, Inc. and the American Skandia Trust.
Shareholders of the American Skandia Trust on April 3, 2003 elected as Trustees
each of the same individuals who have been nominated to serve as Directors of
the Fund. If Planholders elect each of the nominees, a common board of
directors/trustees, consisting of the same individuals, will oversee and
supervise both the American Skandia Trust and the Fund.
Each of the three current Independent Directors of the Fund are compensated
for services at the rate of $10,000 each per fiscal year. Interested Directors
of the Fund do not receive any compensation from the Fund for their services. If
Planholders approve the election of the expanded Board of Directors, the overall
amount of compensation paid by the Fund will not increase, because the existing
aggregate compensation in the amount of $30,000 will be re-allocated and equally
divided among all of the Fund's Independent Directors.
3
<Page>
The Fund's current Directors believe that expanding the size of the Board
and adding Directors who also serve as Directors of other mutual funds in the
Prudential and American Skandia fund complexes is in the best interests of the
Fund. The principal reasons for adding these individuals as Directors are:
- to bring additional experience and diversity of viewpoints to the Board;
- to bring the benefit of experience derived from service on the boards of
other Prudential and American Skandia mutual funds;
- to increase the number of Independent Directors in light of the
requirements of the Federal securities laws mandating that a majority of
the directors be independent directors;
- to compensate for the fact that after the planned retirement of Director
Joseph Weber as of June 30, 2003, the size of the Board would be smaller
than desirable for the effective supervision of the Fund's business; and
- to promote continuity on the Board.
4
<Page>
None of the nominees are related to one another. None of the Fund's
Independent Directors or persons nominated to become Independent Directors owns
shares of Prudential or its affiliates. The business experience and address of
each Nominee for Independent Director and each Nominee for Interested Director,
as well as information regarding their service on other mutual funds in the
Prudential mutual fund complex is as follows:
INDEPENDENT DIRECTOR NOMINEES
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
CURRENT TERM OF COMPLEX DIRECTORSHIPS**
NAME, POSITION(S) OFFICE AND OVERSEEN BY HELD BY
ADDRESS* HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) NOMINEE FOR NOMINEE
AND AGE FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR FOR DIRECTOR
Saul K. Fenster (70) Director Since 1985 Currently President 121 Member (since
Emeritus of New Jersey 2000), Board of
Institute of Technology Directors of IDT
(since 2002); formerly Corporation.
President (1978-2002)
of New Jersey Institute
of Technology;
Commissioner
(1998-2002) of the
Middle States
Association Commission
on Higher Education;
Commissioner
(1985-2002) of the New
Jersey Commission on
Science and Technology;
Director (since 1998)
Society of
Manufacturing
Engineering Education
Foundation; Director
(since 1995) of
Prosperity New Jersey;
formerly a director or
trustee of Liberty
Science Center,
Research and
Development Council of
New Jersey, New Jersey
State Chamber of
Commerce, and National
Action Council for
Minorities in
Engineering.
Delayne Dedrick Gold None N/A Marketing Consultant 129
(64) (1982-present);
formerly Senior Vice
President and Member of
the Board of Directors,
Prudential Bache
Securities, Inc.
</Table>
5
<Page>
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
CURRENT TERM OF COMPLEX DIRECTORSHIPS**
NAME, POSITION(S) OFFICE AND OVERSEEN BY HELD BY
ADDRESS* HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) NOMINEE FOR NOMINEE
AND AGE FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR FOR DIRECTOR
W. Scott McDonald, Director Since 1985 Vice President (since 121
Jr. (66) 1997) of Kaludis
Consulting Group, Inc.
(company serving higher
education); formerly
principal (1995-1997),
Scott McDonald &
Associates, Chief
Operating Officer
(1991-1995), Fairleigh
Dickinson University,
Executive Vice
President and Chief
Operating Officer
(1975-1991), Drew
University, interim
President (1988-1990),
Drew University and
former Director of
School, College and
University Underwriters
Ltd.
Thomas T. Mooney None N/A Chief Executive 138 Director,
(61) Officer, the Rochester President and
Business Alliance; Treasurer (since
formerly President of 1986) of First
the Greater Rochester Financial Fund,
Metro Chamber of Inc. and
Commerce, Rochester Director (since
City Manager; formerly 1988) of The
Deputy Monroe County High Yield Plus
Executive; Trustee of Fund, Inc.
Center for Governmental
Research, Inc.;
Director of Blue Cross
of Rochester and
Executive Service Corps
of Rochester; Director
of the Rochester
Individual Practice
Association.
Louis A. Weil, III None N/A Director, President and 113
(63) Treasurer (since 1986)
of First Financial
Fund, Inc. and Director
(since 1988) of The
High Yield Plus Fund,
Inc.
John A. Pileski (63) None N/A Retired (since June 41 Director of New
2000); Tax partner York Community
(July 1974-June 2000) Bank (since
KPMG, LLP April 2001).
</Table>
6
<Page>
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
CURRENT TERM OF COMPLEX DIRECTORSHIPS**
NAME, POSITION(S) OFFICE AND OVERSEEN BY HELD BY
ADDRESS* HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) NOMINEE FOR NOMINEE
AND AGE FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR FOR DIRECTOR
Thomas M. O'Brien None N/A President and Chief 41 Director of
(52) Executive Officer (May North Fork Bank
2000 - present) (December 1996 -
Atlantic Bank of New May 2000);
York; Vice Chairman Director of
(January 1997 - April Atlantic Bank of
2000) of Atlantic Bank New York (since
of New York. May 2000).
F. Don Schwartz (67) None N/A Management Consultant 41
(April 1985 - present)
David R. Odenath, President and Since 1998 Formerly President, 156
Jr. (46) Director Chief Executive
Officer, Chief
Operating Officer and
Officer-In-Charge
(1999-2003) of PI;
Senior Vice President
(since June 1999) of
Prudential; formerly
Senior Vice President
(August 1993-May 1999)
of PaineWebber Group,
Inc.
</Table>
7
<Page>
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND OTHER
CURRENT TERM OF COMPLEX DIRECTORSHIPS**
NAME, POSITION(S) OFFICE AND OVERSEEN BY HELD BY
ADDRESS* HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) NOMINEE FOR NOMINEE
AND AGE FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR FOR DIRECTOR
Robert F. Gunia (56) Vice President Since 1999 Executive Vice 184 Vice President
President and Chief and Director
Administrative Officer (since May 1989)
(since June 1999) of and Treasurer
PI; Executive Vice (since 1999) of
President and Treasurer The Asia Pacific
(since January 1996) of Fund, Inc.
PI; President (since
April 1999) of PIMS;
Corporate Vice
President (since
September 1997) of
Prudential Insurance;
formerly Senior Vice
President (March
1987-May 1999) of
Prudential Securities
Incorporated
(Prudential
Securities); formerly
Chief Administrative
Officer (July
1989-September 1996),
Director (January
1989-September 1996)
and Executive Vice
President, Treasurer
and Chief Financial
Officer (June
1987-December 1996) of
Prudential Mutual Fund
Management, Inc. (PMF).
</Table>
* Unless otherwise indicated, the address of each Nominee is c/o Prudential
Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102
** This column includes only directorships of companies required to register,
or file reports with the SEC under the Securities Exchange Act of 1934 (that
is, "public companies") or other investment companies registered under the
1940 Act.
8
<Page>
The following tables set forth the dollar range of Fund securities held by
each Nominee as of December 31, 2002 (Fund securities are held indirectly
through variable insurance contracts). The tables also include the aggregate
dollar range of securities held by each Nominee in all funds in the Fund Complex
overseen by that Nominee as of December 31, 2002.
NOMINEE SHARE OWNERSHIP TABLE -- INDEPENDENT DIRECTORS
<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
DOLLAR RANGE OF NOMINEE IN FAMILY OF
NAME OF NOMINEE SECURITIES IN THE FUND INVESTMENT COMPANIES
- --------------- ---------------------- ----------------------
Saul K. Fenster............... None $50,001 - $100,000
Delayne Dedrick Gold.......... None over $100,000
W. Scott McDonald, Jr......... None $50,001 - $100,000
Thomas T. Mooney.............. None over $100,000
Louis A. Weil, III............ None over $100,000
John A. Pileski............... None None
Thomas M. O'Brien............. None None
F. Don Schwartz............... None None
</Table>
NOMINEE SHARE OWNERSHIP TABLE -- INTERESTED DIRECTORS
<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
DOLLAR RANGE OF NOMINEE IN FAMILY OF
NAME OF NOMINEE SECURITIES IN THE FUND INVESTMENT COMPANIES
- --------------- ---------------------- ----------------------
David R. Odenath, Jr.......... None over $100,000
Robert F. Gunia............... None over $100,000
</Table>
No Nomineee for Independent Director or his/her immediate family members own
beneficially or of record stock or other securities in either the investment
adviser or a principal underwriter of the Fund or a person directly or
indirectly controlling, controlled by or under common control of the investment
adviser or principal underwriter of the Fund as of December 31, 2002.
9
<Page>
The following table sets forth information describing the aggregate
compensation paid to the Independent Director Nominees for the fiscal year ended
December 31, 2002 for their service on the Board of the Fund and the Board of
any other investment companies managed by PI (the "Fund Complex").
<Table>
<Caption>
PENSION OR TOTAL 2002
RETIREMENT ESTIMATED COMPENSATION
BENEFITS ANNUAL FROM FUND AND
AGGREGATE ACCRUED AS BENEFITS FUND COMPLEX
COMPENSATION PART OF UPON PAID TO
NAME OF PERSON, POSITION(1) FROM FUND FUND EXPENSES RETIREMENT NOMINEES
- --------------------------- ------------ ------------- ---------- ----------------
Saul K. Fenster --
Director............... $10,000 None None $140,000 (21/80)(3)
Delayne Dedrick Gold..... None None None $186,250 (36/88)(3)
W. Scott McDonald, Jr. --
Director(2)............ $10,000 None None $143,000 (21/80)(3)
Thomas T. Mooney(2)...... None None None $201,250 (29/97)(3)
Louis A. Weil, III....... None None None $113,000 (23/72)(3)
John A. Pileski(4)....... None None None None
Thomas M. O'Brien(4)..... None None None None
F. Don Schwartz(4)....... None None None None
</Table>
- ------------------------
(1) Interested Directors do not receive compensation from any fund in the Fund
Complex.
(2) Although the last column shows the total amount paid to Directors from the
Fund Complex during the calendar year ended December 31, 2002, such
compensation was deferred at the election of the Directors, in total or in
part, under the Funds' deferred fee agreements. Including accrued interest
and the selected Prudential Fund's rate of return on amounts deferred
through December 31, 2002, the total amount of compensation for the year
amounted to $134,555 and $164,629 for Messrs. McDonald and Mooney,
respectively.
(3) Indicates number of funds/portfolios in Fund Complex (including Fund) to
which aggregate compensation relates.
(4) Messrs. Pileski, O'Brien and Schwartz served on the Boards of the American
Skandia Trust and American Skandia Advisor Funds for the fiscal year ended
December 31, 2002. Neither of these funds were part of the Fund Complex
during 2002.
If elected, the Nominees will hold office generally without limit except
that (a) any Director may resign; and (b) any Director may be removed by the
holders of not less than a majority of the Fund's outstanding capital stock
entitled to be cast in the election of directors; and (c) the Fund's retirement
policy generally calls for the retirement of Directors on December 31 of the
year in which they reach the age of 75. In the event of a vacancy on the Board,
the remaining Directors will fill such vacancy by appointing another Director,
10
<Page>
so long as immediately after such appointment, at least two-thirds of the
Directors have been elected by Planholders.
The Board, which is currently composed of one Interested Director (David R.
Odenath, Jr., who is "interested" because he is an officer of the Fund's
manager, Prudential Investments LLC) and the three Independent Directors, met
four times during the twelve months ended December 31, 2002. Each incumbent
Director attended each of these meetings. It is expected that the Directors will
meet at least four times a year at regularly scheduled meetings.
The Fund has an Audit Committee, which is composed entirely of Independent
Directors, and normally meets four times a year, or as required, in conjunction
with the meetings of the Board of Directors. Currently, Messrs. Fenster,
McDonald and Weber are members of the Audit Committee. Among other things, the
Fund's Audit Committee has the following responsibilities:
- Recommending to the Board of Directors of the Fund the selection,
retention or termination, as appropriate, of the independent accountants
of the Fund.
- Reviewing the independent accountants' compensation, the proposed terms of
their engagement, and their independence.
- Reviewing audited annual financial statements, including any adjustments
to the annual financial statements recommended by the Fund's independent
accountants, and any significant issues that arose in connection with the
preparation of those financial statements.
- Reviewing changes in accounting policies or practices that had, or are
expected to have, a significant impact on the preparation of financial
statements.
- Generally acting as a liaison between the independent accountants and the
Board of Directors.
During the twelve months ended December 31, 2002, the Audit Committee met
four times.
The charter of the Audit Committee of the Fund is set forth below:
The responsibilities of the Audit Committee of the Fund are to assist the
Board of Directors/Trustees in overseeing the Fund's independent public
accountants, accounting policies and procedures, and other areas relating to
each Fund's auditing processes. The function of the Audit Committee and the
Board of Directors is oversight. It is management's responsibility to maintain
appropriate systems for accounting and internal control and the independent
public accountants' responsibility to plan and carry out a proper audit. The
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independent public accountants are responsible to the Board of Directors and the
Audit Committee.
The Committee will assist the Board of Directors by:
- Advising the Board of Directors with respect to the selection, retention
or termination, as appropriate, of the independent public accountants for
the Fund.
- Reviewing the independent public accountants' compensation and the
proposed terms of their engagement.
- Monitoring the independence of the independent public accountants.
- Recommending to the Board of Directors the appointment of the Fund's
principal accounting officer and principal financial officer.
- Recommending to the Board of Directors, when the Committee deems it
advisable, that the independent public accountants engage in specific
studies and reports regarding auditing matters, accounting procedures, and
tax and other matters.
- Reviewing the arrangements for and scope of the audit of annual financial
statements.
- Reviewing annual financial statements.
- Reviewing, as appropriate and in consultation with the independent public
accountants, accounting policies and procedures applicable to the Fund as
well as any management responses to comments relating to those policies
and procedures.
- Reviewing the independent public accountants' opinions.
- Considering, in consultation with the independent public accountants, the
adequacy of internal controls to help provide reasonable assurance that
publicly reported financial statements are presented fairly and in
conformity with generally accepted accounting principles.
- Investigating, when the Committee deems it necessary, potential
improprieties or improprieties in Fund operations.
- Meeting, as appropriate, with management of the Fund (outside the presence
of the independent public accountants) and with the independent public
accountants of the Fund (outside the presence of management) to discuss
any issues relating to the Fund's audited financial statements or
otherwise arising from the Committee's functions.
- Reporting the Committee's activities on a regular basis to the Board of
Directors and making such recommendations as the Committee deems
appropriate.
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- Annually reviewing and, as appropriate, implementing changes to its
Charter.
In fulfilling the functions outlined above, the Audit Committee will be
entitled to rely on (1) the integrity of those persons and organizations within
and outside each Fund from whom it receives information and (2) the accuracy of
financial and other information that these persons and organizations provide to
the Committee. "Management" means the Fund's Manager, acting through its
officers and employees, not the Fund's officers as such.
The Fund's Nominating Committee is currently composed of Messrs. Fenster,
Weber and McDonald. The committee members confer periodically and hold meetings
as required. The responsibilities of the Nominating Committee include, but are
not limited to, recommending to the Board the individuals to be nominated to
become Independent Directors. During the twelve months ended December 31, 2002,
the Nominating Committee did not meet. The Fund does not have a compensation
committee. The Nominating Committee generally will not consider nominees
recommended by Planholders.
In accordance with Independence Standards Board No. 1,
PricewaterhouseCoopers LLP (PwC), the Fund's independent accountants for the
fiscal year ended December 31, 2002, has confirmed to the Audit Committee that
they are independent with respect to the Fund. PwC has confirmed the following
information:
- AUDIT FEES: The aggregate fees billed by PwC for professional services
rendered for the audit of the Fund's annual financial statements for the
fiscal year ended December 31, 2002 were $27,000.
- FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: PwC billed
no fees for professional services rendered to the Fund for information
technology services relating to financial information systems design and
implementation for the Fund's most recent fiscal year. Similarly, PwC
billed no fees for professional services rendered to the Fund's Manager
and any entities controlling, controlled by or under common control with
the Fund's Manager that provide services to the Fund for information
technology services relating to financial information systems design and
implementation for the calendar year ended December 31, 2002.
- ALL OTHER FEES: The aggregate fees billed by PwC for services rendered to
the Fund's manager and any entity controlling, controlled by or under
common control with the Fund's Manager that provides services to the Fund,
amounted to approximately $1,309,500 for the calendar year ended
December 31, 2002.
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Representatives of PwC are not expected to be present at the meeting, will
not have an opportunity to make a statement and are not expected to be available
to respond to questions.
PROPOSAL NO. 2
TO APPROVE AMENDMENTS TO THE FUND'S ARTICLES OF INCORPORATION
BACKGROUND
The Board has approved and submitted for Planholder approval amendments
(collectively, "Charter Amendments") to the Fund's Articles of Incorporation
(the "Charter"). The Charter Amendments are intended to reflect changes to
Maryland law, eliminate unnecessary or unduly burdensome provisions that do not
optimally protect the interests of planholders, eliminate potential uncertainty
regarding the application of Maryland law, and achieve consistent Charter
provisions for all Prudential funds which are organized in Maryland ("Maryland
Funds"). The Board believes that approval of the Charter Amendments is in the
best interests of the Fund and its Planholders, and recommends that Planholders
approve the Charter Amendments described below.
FUTURE CHARTER AMENDMENTS
EXISTING PROVISION. The Charter reserves the Fund's right to adopt Charter
amendments to the extent permitted by law, including by changing the terms or
contract rights of outstanding shares. For minor matters such as name changes
and changes in the par value of shares, the Fund can amend the Charter without
Planholder approval. The Charter also specifically authorizes the Board to
increase or decrease the aggregate number of shares of stock of any class
without planholder action.
PROPOSED AMENDMENTS.
(1) The authorization to increase or decrease the aggregate number of shares in
any class would be amended to match the following provision:
"A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS, WITHOUT ACTION BY THE
STOCKHOLDERS, MAY AMEND THESE ARTICLES OF INCORPORATION TO INCREASE OR
DECREASE THE AGGREGATE NUMBER OF SHARES OF STOCK OR THE NUMBER OF SHARES OF
STOCK OF ANY CLASS OR SERIES THAT THE CORPORATION HAS AUTHORITY TO ISSUE."
(2) The text specifying that changes in the terms or contract rights of
outstanding stock require a vote of a majority of the outstanding shares
entitled to vote would be deleted.
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MATERIAL EFFECTS AND PURPOSE OF THE PROPOSED AMENDMENTS.
(1) The first Charter Amendment clarifies that the Board, without planholder
action, can increase or decrease the aggregate number of shares which the
Fund has authority to issue, as well as the number of shares in any class
or series. Although we believe that the Fund already has this power under
Maryland law, the Board believes it is in the best interest of the Fund to
eliminate any potential uncertainty regarding this authority.
(2) The second Charter amendment is intended to conform the Charter to language
in the charters of other Maryland Funds, and to remove language which is
redundant with other provisions of the Charter.
REDEMPTION PROVISIONS
EXISTING PROVISION. The Fund has authority to redeem outstanding shares.
PROPOSED AMENDMENT, MATERIAL EFFECTS AND PURPOSE. The Charter would be amended
to clarify that a redemption by the Fund, even if it is of all of the
outstanding shares of a series or class, does not constitute a "liquidation"
under Maryland law that would require a Planholder vote. Absent this explicit
provision, it would not always be clear under Maryland law whether such a vote
would be required. This uncertainty could cause the Fund to incur the costs, and
Planholders to incur the inconvenience, of holding a planholder vote to redeem
shares.
QUORUM
EXISTING QUORUM. The presence, in person or by proxy, of a majority of all votes
entitled to be cast at the meeting.
PROPOSED AMENDMENT. The Charter would be amended to include the following
provision:
"AT A MEETING OF STOCKHOLDERS THE PRESENCE IN PERSON OR BY PROXY OF
STOCKHOLDERS ENTITLED TO CAST ONE-THIRD OF ALL THE VOTES ENTITLED TO BE CAST
AT THE MEETING CONSTITUTES A QUORUM. AT A MEETING OF STOCKHOLDERS THE
PRESENCE IN PERSON OR BY PROXY OF STOCKHOLDERS ENTITLED TO CAST ONE-THIRD OF
ALL THE VOTES ENTITLED TO BE CAST ON ANY MATTER SHALL CONSTITUTE A QUORUM
FOR ACTION ON THAT MATTER (INCLUDING MATTERS ON WHICH FEWER THAN ALL CLASSES
OR SERIES ARE ENTITLED TO VOTE)."
MATERIAL EFFECTS AND PURPOSE OF THE PROPOSED AMENDMENT. The presence, in person
or by proxy, of one-third of all votes entitled to be cast at the meeting or on
a matter, would constitute a quorum for such meeting or matter. This amendment
is intended to match the quorum required for other Maryland Funds and increase
the likelihood that a quorum will be present at all meetings.
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MASTER/FEEDER TRANSACTIONS
EXISTING PROVISION. The Charter provides that the Fund is empowered to invest
assets in securities, other investments, and cash.
PROPOSED AMENDMENT. The Charter would be amended to include the following
provision:
"THE BOARD OF DIRECTORS IS EXPLICITLY AUTHORIZED TO, WITHOUT ACTION BY
STOCKHOLDERS (UNLESS SUCH APPROVAL IS REQUIRED BY THE INVESTMENT COMPANY ACT
OF 1940), INVEST ALL OR A PORTION OF THE ASSETS OF ANY SERIES OR CLASS, OR
DISPOSE OF ALL OR A PORTION OF THE ASSETS OF ANY SERIES OR CLASS AND INVEST
THE PROCEEDS OF SUCH DISPOSITION, IN CASH OR IN INTERESTS ISSUED BY ONE OR
MORE OTHER INVESTMENT COMPANIES REGISTERED UNDER THE INVESTMENT COMPANY ACT
OF 1940. THE BOARD OF DIRECTORS IS EXPLICITLY AUTHORIZED TO, WITHOUT ACTION
BY STOCKHOLDERS, CAUSE A SERIES OR CLASS THAT IS ORGANIZED IN THE
MASTER/FEEDER FUND STRUCTURE TO WITHDRAW OR REDEEM ITS ASSETS FROM THE
MASTER FUND AND CAUSE SUCH SERIES OR CLASS TO INVEST ITS ASSETS DIRECTLY IN
CASH OR IN SECURITIES AND OTHER FINANCIAL INSTRUMENTS OR IN ANOTHER MASTER
FUND."
MATERIAL EFFECTS AND PURPOSE OF THE PROPOSED AMENDMENT. The Charter amendment
specifically authorizes the Directors to invest the property of the Fund or any
series or class thereof in cash or in securities of other investment companies.
This amendment is intended to give the Fund maximum flexibility regarding
implementing a master/feeder structure and to add specificity to the general
powers of the Fund.
DETERMINATIONS MADE BY THE BOARD; LIMITATION
ON LIABILITY
EXISTING PROVISION. The Charter provides that certain determinations by the
Board, including determinations regarding the net income of assets, obligations
and liabilities of the Fund, amounts available for dividends, reserves,
valuation, securities of the Fund, margin or short sales, and participation in
distributions of securities, if they are made in good faith and, for accounting
matters, in accordance with generally accepted accounting practices, shall be
final, conclusive, and binding on all holders of the Fund's shares. The same
provision provides that nothing in the Charter shall protect any director or
officer against any liability to the Fund or its stockholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
PROPOSED AMENDMENTS.
(1) The Charter provision described above would be deleted in its entirety and
replaced with the following:
"ANY DETERMINATION MADE IN FOOD FAITH AND, SO FAR AS ACCOUNTING MATTERS ARE
INVOLVED, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, BY OR
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PURSUANT TO THE DIRECTION OF THE BOARD OF DIRECTORS OR AS OTHERWISE REQUIRED
OR PERMITTED BY LAW, SHALL BE FINAL AND CONCLUSIVE, AND SHALL BE BINDING
UPON THE CORPORATION AND ALL HOLDERS OF SHARES, PAST, PRESENT AND FUTURE, OF
EACH CLASS OR SERIES, AND SHARES ARE ISSUED AND SOLD ON THE CONDITION AND
UNDERTAKING, EVIDENCED BY ACCEPTANCE OF CERTIFICATES FOR SUCH SHARES BY, OR
CONFIRMATION OF SUCH SHARES BEING HELD FOR THE ACCOUNT OF, ANY STOCKHOLDER,
THAT ANY AND ALL SUCH DETERMINATIONS SHALL BE BINDING AS AFORESAID.
NO PROVISION OF THESE ARTICLES OF INCORPORATION SHALL BE EFFECTIVE TO
REQUIRE A WAIVER OF COMPLIANCE WITH ANY PROVISION OF THE SECURITIES ACT OF
1933, AS AMENDED, OR THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR OF
ANY VALID RULE, REGULATION OR ORDER OF THE SECURITIES AND EXCHANGE
COMMISSION THEREUNDER. SUBJECT TO ARTICLE VII HEREOF, NOTHING IN THIS
ARTICLE IX SHALL BE CONSTRUED TO PROTECT ANY DIRECTOR OR OFFICER OF THE
CORPORATION AGAINST ANY LIABILITY TO THE CORPORATION OR ITS STOCKHOLDERS TO
WHICH SUCH DIRECTOR OR OFFICER WOULD OTHERWISE BE SUBJECT BY REASON OF
WILLFUL MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR RECKLESS DISREGARD OF
THE DUTIES INVOLVED IN THE CONDUCT OF HIS OR HER OFFICE."
(2) The Charter would also be amended to include the following provision:
"A DIRECTOR OR OFFICER OF THE CORPORATION SHALL NOT BE LIABLE TO THE
CORPORATION OR ITS STOCKHOLDERS FOR MONETARY DAMAGES FOR BREACH OF FIDUCIARY
DUTY AS A DIRECTOR OR OFFICER, EXCEPT TO THE EXTENT SUCH EXEMPTION FROM
LIABILITY OR LIMITATION THEREOF IS NOT PERMITTED BY LAW (INCLUDING THE
INVESTMENT COMPANY ACT OF 1940) AS CURRENTLY IN EFFECT OR AS THE SAME MAY
HEREAFTER BE AMENDED. NO AMENDMENT, MODIFICATION OR REPEAL OF THIS PROVISION
SHALL ADVERSELY AFFECT ANY RIGHT OR PROTECTION OF A DIRECTOR OR OFFICER THAT
EXISTS AT THE TIME OF SUCH AMENDMENT, MODIFICATION OR REPEAL."
MATERIAL EFFECTS AND PURPOSE OF THE PROPOSED AMENDMENT.
(1) The first Charter amendment is intended to conform the Charter to the
charters of other Maryland Funds, by providing that all Board determinations
made in good faith are final, conclusive, and binding on all holders of the
Fund's shares and in addition, the specific exceptions, for willful misfeasance,
bad faith, gross negligence or reckless disregard of duty, to limited liability
of directors and officers, will relate only to the good-faith determinations,
not to the entire Charter. This change is intended to conform the Charter to the
charters of other Maryland Funds and to current Maryland law, and to accommodate
the amendment discussed in (2) below.
(2) Directors and officers would not be liable to the Fund or its stockholders
for monetary damages for breach of fiduciary duty, to the extent permitted by
law. Pursuant to Maryland law, this provision specifically does NOT protect a
director or officer from liability for (a) receipt of an improper benefit or
profit or (b) active and deliberate dishonesty. No subsequent modification or
repeal of this provision could revoke this protection for events between
adoption of the provision and such modification or repeal. This amendment is
intended to
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ensure that the Charter is consistent with other Maryland Fund charters and with
relevant Maryland law. In addition, by adding this provision to the Charter, the
Fund is providing greater security to its directors and officers, which we
believe will enable it to attract and retain the most highly qualified
personnel.
INDEMNIFICATION
EXISTING PROVISION. The Charter provides that the Fund shall indemnify directors
and officers to the full extent permitted by law, including by advance of
expenses. The Fund's By-laws provide that the Fund shall indemnify present and
former directors, officers, employees and agents against judgments, fines,
settlements and expenses to the fullest extent authorized by law, including by
advance of expenses.
PROPOSED AMENDMENT. The existing Charter provision would be revised to match the
following language included in other Maryland Fund charters:
"THE CORPORATION SHALL INDEMNIFY (A) ITS CURRENT AND FORMER DIRECTORS AND
OFFICERS, WHETHER SERVING OR HAVING SERVED THE CORPORATION OR AT ITS REQUEST
ANY OTHER ENTITY, TO THE FULL EXTENT REQUIRED OR PERMITTED BY THE GENERAL
LAWS OF THE STATE OF MARYLAND NOW OR HEREAFTER IN FORCE (AS LIMITED BY THE
INVESTMENT COMPANY ACT OF 1940), INCLUDING THE ADVANCE OF EXPENSES UNDER THE
PROCEDURES AND TO THE FULL EXTENT PERMITTED BY LAW AND (B) OTHER EMPLOYEES
AND AGENTS TO SUCH EXTENT AS SHALL BE AUTHORIZED BY THE BOARD OF DIRECTORS
OR THE CORPORATION'S BY-LAWS AND BE PERMITTED BY LAW. THE FOREGOING RIGHTS
OF INDEMNIFICATION SHALL NOT BE EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH THOSE
SEEKING INDEMNIFICATION MAY BE ENTITLED. THE BOARD OF DIRECTORS MAY TAKE
SUCH ACTION AS IS NECESSARY TO CARRY OUT THESE INDEMNIFICATION PROVISIONS
AND IS EXPRESSLY EMPOWERED TO ADOPT, APPROVE AND AMEND FROM TIME TO TIME
SUCH BY-LAWS, RESOLUTIONS OR CONTRACTS IMPLEMENTING SUCH PROVISIONS OR SUCH
FURTHER INDEMNIFICATION ARRANGEMENTS AS MAY BE PERMITTED BY LAW. NO
AMENDMENT OF THESE ARTICLES OF INCORPORATION OR REPEAL OF ANY OF ITS
PROVISIONS SHALL LIMIT OR ELIMINATE THE RIGHT TO INDEMNIFICATION PROVIDED
HEREUNDER WITH RESPECT TO ACTS OR OMISSIONS OCCURRING PRIOR TO SUCH
AMENDMENT OR REPEAL."
MATERIAL EFFECTS AND PURPOSE OF THE PROPOSED AMENDMENT. The Charter amendment
would conform the Charter to the charters of other Maryland Funds and relevant
Maryland law, and would include specific authority for the Fund to indemnify
employees and agents other than directors and officers to the extent approved by
the Board and permitted by law. Indemnification of persons other than directors
and officers currently appears only in the Fund's By-laws. After adoption of
this amendment, no subsequent amendment or repeal can limit the indemnification
protection with respect to acts or omissions occurring prior to such amendment
or repeal. In addition, by moving this provision into the Charter, the Fund is
providing greater security
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to its directors and employees, which we believe will enable it to attract and
retain the most highly qualified personnel.
REQUIRED VOTE
Approval of Proposal No. 2 requires the affirmative vote of a majority of
the Fund's outstanding voting securities.
THE BOARD, INCLUDING INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2.
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 considered for inclusion in the proxy statement and form
of proxy relating to such meeting or be brought before such meeting without
being included in the proxy statement.
The Fund will not be required to hold annual meetings of Planholders if the
election of Board Members is not required under the Federal securities laws. 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 Meeting other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of Planholders arise, management will vote the proxies
according to their best judgment in the interest of the Fund.
Jonathan D. Shain
/s/ Jonathan D. Shain
SECRETARY
May , 2003
It is important that you execute and return your proxy promptly.
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PROXY TABULATOR
P.O. BOX 9132
HINGHAM, MA 02043-9132
VOTE TODAY BY MAIL BY RETURNING THE VOTING INSTRUCTION
CARD IN THE ENCLOSED ENVELOPE,
BY TOUCH-TONE TELEPHONE BY CALLING 1-800-690-6903, OR
BY THE INTERNET BY LOGGING ON TO WWW.PROXYWEB.COM.
*** CONTROL NUMBER: 999 999 999 999 99 ***
PRUDENTIAL'S 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 JULY 17, 2003, AT THE OFFICES OF
PRUDENTIAL, GATEWAY CENTER THREE, 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 (SIGN IN THE BOX)
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
LABEL BELOW FOR MIS USE ONLY!
PO#A8477
PROXY FIRST
PRUDENTIAL #863
GIBRALTAR FUND
ORIGINAL 2-UP 4-29-03 JA
ROBIN (GIBRALTF)
MIS EDITS: # OF CHANGES___/___PRF 1 ____PRF 2____
OK TO PRINT AS IS*____*By signing this form you are authorizing MIS to print
this form in its current state.
- -----------------------------------------------------------------
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
<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 WITHHOLD
all nominees authority to
listed (except vote for all
as noted nominees
at left) listed
1. To elect as Directors the following 10
nominees:
(01) Saul K. Fenster (02) Delayne Dedrick
Gold (03) W. Scott McDonald, Jr. (04)
Thomas T. Mooney (05) Louis A. Weil, III
(06) Thomas M. O'Brien (07) John A. Pileski
(08) F. Don Schwartz (09) David R. Odenath
(10) Robert F. Gunia / / / / 1.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, WRITE THAT
NOMINEE'S NUMBER ON THE LINE BELOW.
--------------------------------------------
AGAINST ABSTAIN FOR
2. To approve amendments to the Fund's Articles
of Incorporation / / / / / / 2.
GIBRALTAR
LABEL BELOW FOR MIS USE ONLY!
PO#A8477
PROXY FIRST
PRUDENTIAL #863
GIBRALTAR FUND
ORIGINAL 2-UP 4-29-03 JA
ROBIN (GIBRALTB)
REVISION #1 4/30/03 TD
OA 4-30-03 JA
MIS EDITS: # OF CHANGES___/___PRF 1 ____PRF 2____
OK TO PRINT AS IS*____*By signing this form you are authorizing MIS to print
this form in its current state.
- -----------------------------------------------------------------
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE