<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>
STRATEGIC PARTNERS ASSET ALLOCATION FUNDS
STRATEGIC PARTNERS OPPORTUNITY FUNDS
STRATEGIC PARTNERS STYLE SPECIFIC FUNDS
THE TARGET PORTFOLIO TRUST
- ----------------------------------------------------------------------------
(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>
STRATEGIC PARTNERS ASSET ALLOCATION FUNDS
STRATEGIC PARTNERS CONSERVATIVE GROWTH FUND
STRATEGIC PARTNERS MODERATE GROWTH FUND
STRATEGIC PARTNERS HIGH GROWTH FUND
STRATEGIC PARTNERS OPPORTUNITY FUNDS
STRATEGIC PARTNERS FOCUSED GROWTH FUND
STRATEGIC PARTNERS NEW ERA GROWTH FUND
STRATEGIC PARTNERS FOCUSED VALUE FUND
STRATEGIC PARTNERS MID-CAP VALUE FUND
STRATEGIC PARTNERS STYLE SPECIFIC FUNDS
STRATEGIC PARTNERS LARGE CAP GROWTH FUND
STRATEGIC PARTNERS LARGE CAP VALUE FUND
STRATEGIC PARTNERS SMALL CAP GROWTH FUND
STRATEGIC PARTNERS SMALL CAP VALUE FUND
STRATEGIC PARTNERS INTERNATIONAL EQUITY FUND
STRATEGIC PARTNERS TOTAL RETURN BOND FUND
THE TARGET PORTFOLIO TRUST
LARGE CAPITALIZATION GROWTH PORTFOLIO
LARGE CAPITALIZATION VALUE PORTFOLIO
SMALL CAPITALIZATION GROWTH PORTFOLIO
SMALL CAPITALIZATION VALUE PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
INTERNATIONAL BOND PORTFOLIO
TOTAL RETURN BOND PORTFOLIO
INTERMEDIATE-TERM BOND PORTFOLIO
MORTGAGE BACKED SECURITIES PORTFOLIO
U.S. GOVERNMENT MONEY MARKET PORTFOLIO
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
------------------------
IMPORTANT PROXY MATERIALS
PLEASE VOTE NOW!
MAY , 2003
------------------------
Dear Shareholder:
I am inviting you to vote on several proposals relating to the management
and operation of your Fund. A shareholder meeting of each of the Funds
identified above is scheduled for July 17, 2003. This package contains
information about the proposals and includes materials you will need to vote.
The Board of Trustees of each Fund has reviewed the proposals and has
recommended that the proposals be presented to you for consideration. Although
the Trustees have determined that approval of the proposals is in your best
interest, the final decision is yours.
Shareholders of each Fund are being asked to approve many of the same
proposals, so in order to save money for your Fund, one proxy statement has been
prepared for all of the Funds listed above. To help you understand the
proposals, we are including a section that answers commonly asked questions. The
<Page>
accompanying proxy statement includes a detailed description of 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.proxyvote.com. Enter your 12-digit control number from your proxy
card. Follow the simple instructions found on the web site.
- BY TELEPHONE. If your Fund shares are held in your own name, call
1-800-690-6903 toll free. If your Fund shares are held on your behalf in a
brokerage account with Prudential Securities Incorporated or another
broker, call 1-800-454-8683 toll free. Enter your 12-digit control number
from your proxy card. Follow the simple instructions.
If you have any questions before you vote, please call us at 1-866-665-7684.
We're glad to help you understand the proposals and assist you in voting. Thank
you for your participation.
/s/ Judy A. Rice
Judy A. Rice
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 five primary issues:
- to elect a new Board of Trustees,
- to permit the Manager of Strategic Partners Focused Growth Fund, a series
of Strategic Partners Opportunity Funds, to enter into or make material
changes to its subadvisory agreements without shareholder approval,
- to approve a new management agreement for Strategic Partners Focused
Growth Fund,
- to approve changes to the fundamental investment restrictions of each Fund
of Strategic Partners Opportunity Funds, Strategic Partners Style Specific
Funds, and The Target Portfolio Trust, and
- to approve amendments to the declaration of trust for your Fund.
Q. WHY AM I RECEIVING PROXY INFORMATION FOR A FUND THAT I DO NOT OWN?
A. Shareholders of all of the Funds are being asked to approve many of the same
proposals, so most of the information that must be included in a proxy
statement for your Fund needs to be included in a proxy statement for the
other Funds as well. Therefore, in order to save money for your Fund, one
proxy statement has been prepared.
Q. WHY AM I RECEIVING MORE THAN ONE PROXY STATEMENT OR MAILING?
A. You may receive a separate proxy statement for each Fund that you own. Also,
if you hold shares in more than one account--for example, in an individual
account and in an IRA--you may receive multiple proxy statements. Each proxy
card should be voted and returned.
Q. ARE YOU RECOMMENDING A NEW BOARD FOR THE FUNDS?
A. Yes. The Board of each of the Funds has nominated for election Independent
and Interested Trustees. Most of the nominees already serve as Trustees on
some, but not all, of the Fund Boards in the Prudential mutual fund complex.
Q. WILL THE PROPOSED CHANGES RESULT IN HIGHER MANAGEMENT FEES?
A. No. The rate of the management fees charged to each Fund will not change as
a result of any of the proposed changes.
Q. WILL THE PROPOSED CHANGES RESULT IN HIGHER TRUSTEES' FEES FOR A FUND?
A. No. Although the number of Independent Trustees will increase, the aggregate
amount of fees paid by each Fund will not increase, because the same
Independent Trustees have been elected to the American Skandia Funds, which
will share in paying the fees.
Q. WHAT ARE "FUNDAMENTAL" INVESTMENT RESTRICTIONS, AND WHY ARE THEY PROPOSED TO
BE CHANGED?
A. "Fundamental" investment restrictions are limitations placed on a Fund's
investment policies that can be changed only by a shareholder vote--even if
the changes are minor. The law requires certain investment policies to be
designated as fundamental. Each Fund adopted a number of fundamental
investment restrictions, and some of those fundamental restrictions reflect
regulatory, business or industry conditions, practices or requirements that
are no longer in effect. Others reflect regulatory requirements that, while
still in effect, do not need to be classified as fundamental restrictions.
<Page>
The Boards believe that certain fundamental investment restrictions that are
not legally required should be eliminated. The Boards also believe that
other fundamental restrictions should be modernized and made more uniform.
The reason for these changes is to provide greater investment flexibility
for the Funds.
Q. DO THE PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS MEAN THAT MY
FUND'S INVESTMENT OBJECTIVE IS BEING CHANGED?
A. No.
Q. WHAT WILL BE THE EFFECT OF THE PROPOSED CHANGES TO MY FUND'S FUNDAMENTAL
RESTRICTIONS?
A. The Boards do not believe that the proposed changes to fundamental
investment restrictions will result in a major restructuring of any Fund's
investment portfolio. The changes will allow each Fund greater flexibility
to respond to investment opportunities and permit the Boards to make changes
in the future that they consider desirable without the necessity of a
shareholder vote and the related additional expenses. A shareholder vote is
not necessary for changes to non-fundamental investment policies or
restrictions.
Q. HOW MANY VOTES DO YOU NEED TO APPROVE THESE PROPOSALS?
A. The number of votes needed to approve each Proposal differs, due to
different requirements imposed by federal and state laws. The descriptions
of each Proposal in the enclosed proxy statement identify the number of
votes required for each Fund to approve each Proposal.
Q. WHAT IF YOU DO NOT HAVE ENOUGH VOTES TO MAKE THIS DECISION BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
A. If we do not receive sufficient votes to hold the meeting, we or Georgeson
Shareholder Communications Inc., a proxy solicitation firm, may contact you
by mail or telephone to encourage you to vote. Shareholders 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 joint shareholder meeting at 11:00 a.m. on July 17, 2003,
the meeting may be adjourned to permit further solicitation of proxy votes.
Q. HAS EACH 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 AM I ENTITLED TO CAST?
A. As a shareholder, you are entitled to one vote for each share you own of
your Fund on the record date. The record date is May 16, 2003.
Q. HOW DO I VOTE MY SHARES?
A. You may vote in any of several different ways. You may vote by attending the
Meeting scheduled for July 17, 2003, or 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 a proposal or how to vote your shares, please call
Prudential at 1-866-665-7684.
You may also vote via the Internet. To do so, have your proxy card available
and go to the web site: www.proxyvote.com. Enter your 12-digit control
number from your proxy card and follow the instructions found on the web
site.
Finally, you can vote by telephone. If your Fund shares are held in your own
name, call 1-800-690-6903 toll free. If your Fund shares are held on your
behalf in a brokerage account with Prudential Securities Incorporated or
another broker, call 1-800-454-8683 toll free. Enter your 12-digit control
number from your proxy card and follow the simple instructions given.
<Page>
Q. HOW DO I SIGN THE PROXY CARD?
A. INDIVIDUAL ACCOUNTS: Shareholders 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" underneath the name of the company.
The attached proxy statement contains more detailed information about each of
the proposals relating to your Fund. Please read it carefully.
<Page>
STRATEGIC PARTNERS ASSET ALLOCATION FUNDS
STRATEGIC PARTNERS CONSERVATIVE GROWTH FUND
STRATEGIC PARTNERS MODERATE GROWTH FUND
STRATEGIC PARTNERS HIGH GROWTH FUND
STRATEGIC PARTNERS OPPORTUNITY FUNDS
STRATEGIC PARTNERS FOCUSED GROWTH FUND
STRATEGIC PARTNERS NEW ERA GROWTH FUND
STRATEGIC PARTNERS FOCUSED VALUE FUND
STRATEGIC PARTNERS MID-CAP VALUE FUND
STRATEGIC PARTNERS STYLE SPECIFIC FUNDS
STRATEGIC PARTNERS LARGE CAP GROWTH FUND
STRATEGIC PARTNERS LARGE CAP VALUE FUND
STRATEGIC PARTNERS SMALL CAP GROWTH FUND
STRATEGIC PARTNERS SMALL CAP VALUE FUND
STRATEGIC PARTNERS INTERNATIONAL EQUITY FUND
STRATEGIC PARTNERS TOTAL RETURN BOND FUND
THE TARGET PORTFOLIO TRUST
LARGE CAPITALIZATION GROWTH PORTFOLIO
LARGE CAPITALIZATION VALUE PORTFOLIO
SMALL CAPITALIZATION GROWTH PORTFOLIO
SMALL CAPITALIZATION VALUE PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
INTERNATIONAL BOND PORTFOLIO
TOTAL RETURN BOND PORTFOLIO
INTERMEDIATE-TERM BOND PORTFOLIO
MORTGAGE BACKED SECURITIES PORTFOLIO
U.S. GOVERNMENT MONEY MARKET PORTFOLIO
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
------------------------
NOTICE OF
JOINT SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON
JULY 17, 2003
------------------------
TO OUR SHAREHOLDERS:
Joint meetings of the shareholders of each of the above-listed Funds (each,
a Meeting) will be held at the offices of Prudential Investments LLC (PI), 100
Mulberry Street, Gateway Center Three, 14th Floor, Newark, New Jersey on
July 17, 2003 at 11:00 a.m. Eastern Daylight Time. The purpose of the Meetings
is to consider and act upon the following proposals:
1. For each Fund, to elect 10 Trustees.
2. For Strategic Partners Focused Growth Fund, a series of Strategic
Partners Opportunity Funds, to permit PI to enter into or make material
changes to subadvisory agreements without shareholder approval.
3. For Strategic Partners Focused Growth Fund, a series of Strategic
Partners Opportunity Funds, to approve a new management agreement between
Strategic Partners Opportunity Funds, on behalf of Focused Growth Fund,
and PI.
4. For each Fund, except Strategic Partners Asset Allocation Funds, to
approve changes to fundamental investment restrictions or policies,
relating to the following:
(a) fund diversification;
(b) issuing senior securities, borrowing money or pledging assets;
(c) buying and selling real estate;
<Page>
(d) buying and selling commodities and commodity contracts;
(e) fund concentration;
(f) making loans; and
(g) other investment restrictions, including investing in securities of
other investment companies.
5. For each Fund, to approve amendments to the declaration of trust.
The Meeting will be a Special Meeting of shareholders of each Fund.
You are entitled to vote at the Meeting, and at any adjournments thereof, of
each Fund in which you owned shares at the close of business on May 16, 2003. If
you attend a Meeting, you may vote your shares in person. IF YOU DO NOT EXPECT
TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN EACH ENCLOSED
PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE OR VOTE BY INTERNET OR
TELEPHONE.
By order of the Boards,
/s/ Lori E. Bostrom
Lori E. Bostrom
SECRETARY
Strategic Partners Asset Allocation Funds
Strategic Partners Conservative Growth Fund
Strategic Partners Moderate Growth Fund
Strategic Partners High Growth Fund
Strategic Partners Opportunity Funds
Strategic Partners Focused Growth Fund
Strategic Partners New Era Growth Fund
Strategic Partners Focused Value Fund
Strategic Partners Mid-Cap Value Fund
Strategic Partners Style Specific Funds
Strategic Partners Large Cap Growth Fund
Strategic Partners Large Cap Value Fund
Strategic Partners Small Cap Growth Fund
Strategic Partners Small Cap Value Fund
Strategic Partners International Equity Fund
Strategic Partners Total Return Bond Fund
The Target Portfolio Trust
Large Capitalization Growth Portfolio
Large Capitalization Value Portfolio
Small Capitalization Growth Portfolio
Small Capitalization Value Portfolio
International Equity Portfolio
International Bond Portfolio
Total Return Bond Portfolio
Intermediate-Term Bond Portfolio
Mortgage Backed Securities Portfolio
U.S. Government Money Market Portfolio
Dated: May , 2003.
PROXY CARDS FOR YOUR FUND ARE ENCLOSED ALONG WITH THE PROXY STATEMENT. PLEASE
VOTE YOUR SHARES TODAY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARDS IN THE
POSTAGE PREPAID ENVELOPE PROVIDED. YOU CAN ALSO VOTE YOUR SHARES THROUGH THE
INTERNET OR BY TELEPHONE USING THE 12-DIGIT "CONTROL" NUMBER THAT APPEARS ON THE
ENCLOSED PROXY CARDS AND FOLLOWING THE SIMPLE INSTRUCTIONS. THE BOARD OF YOUR
FUND RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES AND "FOR" EACH PROPOSAL.
<Page>
STRATEGIC PARTNERS ASSET ALLOCATION FUNDS
STRATEGIC PARTNERS CONSERVATIVE GROWTH FUND
STRATEGIC PARTNERS MODERATE GROWTH FUND
STRATEGIC PARTNERS HIGH GROWTH FUND
STRATEGIC PARTNERS OPPORTUNITY FUNDS
STRATEGIC PARTNERS FOCUSED GROWTH FUND
STRATEGIC PARTNERS NEW ERA GROWTH FUND
STRATEGIC PARTNERS FOCUSED VALUE FUND
STRATEGIC PARTNERS MID-CAP VALUE FUND
STRATEGIC PARTNERS STYLE SPECIFIC FUNDS
STRATEGIC PARTNERS LARGE CAP GROWTH FUND
STRATEGIC PARTNERS LARGE CAP VALUE FUND
STRATEGIC PARTNERS SMALL CAP GROWTH FUND
STRATEGIC PARTNERS SMALL CAP VALUE FUND
STRATEGIC PARTNERS INTERNATIONAL EQUITY FUND
STRATEGIC PARTNERS TOTAL RETURN BOND FUND
THE TARGET PORTFOLIO TRUST
LARGE CAPITALIZATION GROWTH PORTFOLIO
LARGE CAPITALIZATION VALUE PORTFOLIO
SMALL CAPITALIZATION GROWTH PORTFOLIO
SMALL CAPITALIZATION VALUE PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
INTERNATIONAL BOND PORTFOLIO
TOTAL RETURN BOND PORTFOLIO
INTERMEDIATE-TERM BOND PORTFOLIO
MORTGAGE BACKED SECURITIES PORTFOLIO
U.S. GOVERNMENT MONEY MARKET PORTFOLIO
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
------------------------
PROXY STATEMENT
JOINT SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON JULY 17, 2003
------------------------
This proxy statement is being furnished to holders of shares of each of the
above-listed investment companies (each, a Trust) and their series (each, a
Fund) in connection with the solicitation by their respective Boards of proxies
to be used at joint meetings (Meetings) of shareholders to be held at Gateway
Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey 07102 on
July 17, 2003, at 11:00 a.m., Eastern Daylight Time, or at any adjournment or
adjournments thereof. The Meeting will be a special meeting of shareholders of
each Fund. This proxy statement is being first mailed to shareholders on or
about June 5, 2003.
Each Trust is an open-end, management investment company registered under
the Investment Company Act of 1940, as amended (the 1940 Act). Each Trust is
organized as a Delaware statutory trust. The shares of beneficial interest of
each Fund are referred to as "Shares," the holders of the Shares are
"Shareholders," each Trust's Board of Trustees is referred to as a "Board" and
the trustees are "Board Members" or "Trustees" (collectively referred to as
Trustees). A listing of the formal name for each Trust
<Page>
and Fund and the abbreviated name for each Trust and Fund that is used in this
proxy statement is set forth below.
<Table>
<Caption>
ABBREVIATED
TRUST AND FUND NAME NAME
- ------------------- ---------------------------------
Strategic Partners Asset Allocation Funds................... Asset Allocation
Strategic Partners Conservative Growth Fund............. Conservative Growth
Strategic Partners Moderate Growth Fund................. Moderate Growth
Strategic Partners High Growth Fund..................... High Growth
Strategic Partners Opportunity Funds........................ Opportunity Funds
Strategic Partners Focused Growth Fund.................. Focused Growth
Strategic Partners New Era Growth Fund.................. New Era Growth
Strategic Partners Focused Value Fund................... Focused Value
Strategic Partners Mid-Cap Value Fund................... Mid-Cap Value
Strategic Partners Style Specific Funds..................... Style Specific
Strategic Partners Large Cap Growth Fund................ Large Cap Growth
Strategic Partners Large Cap Value Fund................. Large Cap Value
Strategic Partners Small Cap Growth Fund................ Small Cap Growth
Strategic Partners Small Cap Value Fund................. Small Cap Value
Strategic Partners International Equity Fund............ International Equity
Strategic Partners Total Return Bond Fund............... Total Return Bond
The Target Portfolio Trust.................................. Target
Large Capitalization Growth Portfolio................... Target Large Cap Growth
Large Capitalization Value Portfolio.................... Target Large Cap Value
Small Capitalization Growth Portfolio................... Target Small Cap Growth
Small Capitalization Value Portfolio.................... Target Small Cap Value
International Equity Portfolio.......................... Target International Equity
International Bond Portfolio............................ Target International Bond
Total Return Bond Portfolio............................. Target Total Return Bond
Intermediate-Term Bond Portfolio........................ Target Intermediate Bond
Mortgage Backed Securities Portfolio.................... Target Mortgage
U.S. Government Money Market Portfolio.................. Target U.S. Government
</Table>
Prudential Investments LLC (PI or the Manager), Gateway Center Three, 100
Mulberry Street, Newark, New Jersey 07102, serves as the Funds' Manager under
one or more management agreements with each Fund (each, a Management Agreement).
Investment advisory services are also provided to the Funds by the following
subadvisers (each, a Subadviser).
<Table>
<Caption>
FUND SUBADVISER ADDRESS
- ---- -------------------------------------------- --------------------------------------------
Conservative Growth RS Investment Management, LP 388 Market St.,
Suite 1700,
San Francisco, CA 94111
Jennison Associates, LLC (Jennison) 466 Lexington Avenue,
New York, NY 10017
Pacific Investment Management Company LLC 840 Newport Center Drive,
Suite 300,
Newport Beach, CA 92660
EARNEST Partners LLC 75 14th Street,
Suite 2300,
Atlanta, GA 30309
Prudential Investment Management, Inc. (PIM) Prudential Plaza,
Newark, NJ 07102
</Table>
2
<Page>
<Table>
<Caption>
FUND SUBADVISER ADDRESS
- ---- -------------------------------------------- --------------------------------------------
Moderate Growth RS Investment Management, LP (see above)
Jennison (see above)
Lazard Asset Management 1 Rockefeller Plaza,
NY, NY 10020
Pacific Investment Management Company LLC (see above)
PIM (see above)
EARNEST Partners LLC (see above)
High Growth RS Investment Management, LP (see above)
Jennison (see above)
Lazard Asset Management (see above)
EARNEST Partners LLC (see above)
PIM (see above)
Focused Growth Alliance Capital Management, L.P. (Alliance) 1345 Avenue of the Americas,
New York, NY 10105
Jennison (see above)
PIM (see above)
New Era Growth Jennison (see above)
Calamos Asset Management, Inc. 1111 E. Warrenville Road,
Naperville, Illinois 60563-1463
Focused Value Salomon Brothers Asset Management Inc. 750 Washington Boulevard,
11th Floor,
Stamford, CT 06901
Davis Selected Advisers, LP 2949 East Elvira Road,
Suite 101,
Tucson, Arizona 85706
Mid-Cap Value Fund Asset Management L.P. (Mercury 800 Scudders Mill Road,
Advisors) Plainsboro, NJ 08536
Harris Associates, L.P. Two North LaSalle Street,
Chicago, IL 60602-3790
Large Cap Growth Oak Associates, Ltd. 3875 Embassy Parkway,
Suite 250,
Akron, OH 44333
Columbus Circle Investors Metro Center,
One Station Place,
8th Floor,
Stamford, CT 06902
Large Cap Value Hotchkis and Wiley Capital Management LLC 725 South Figueroa Street,
Suite 3900,
Los Angeles, CA 90017-5439
J.P. Morgan Investment Management Inc. 522 Fifth Avenue,
New York, NY 10036
</Table>
3
<Page>
<Table>
<Caption>
FUND SUBADVISER ADDRESS
- ---- -------------------------------------------- --------------------------------------------
Small Cap Growth Sawgrass Asset Management, L.L.C. 1579 The Greens Way,
Suite 20,
Jacksonville Beach, FL 32250
J.P. Morgan Fleming Asset Management (USA) 522 Fifth Avenue,
Inc. New York, NY 10036
Small Cap Value National City Investment Management Company 1900 East Ninth Street,
Locator 2220,
Cleveland, OH 44101-0756
EARNEST Partners LLC (see above)
International Equity Lazard Asset Management (see above)
Total Return Bond Pacific Investment Management Company LLC (see above)
Target Large Cap Growth Columbus Circle Investors (see above)
Oak Associates, Ltd. (see above)
Target Large Cap Value Hotchkis and Wiley Capital Management LLC (see above)
J.P. Morgan Investment Management, Inc. (see above)
Target Small Cap Growth J.P. Morgan Fleming Asset Management (USA) (see above)
Inc.
Sawgrass Asset Management (USA) Inc. (see above)
Target Small Cap Value National City Investment Management Company (see above)
EARNEST Partners LLC (see above)
Target International Equity Lazard Asset Management (see above)
Target International Bond Fischer Francis Trees & Watts, Inc. 200 Park Avenue,
NY, NY 10166
Target Total Return Bond Pacific Investment Management Company LLC (see above)
Target Intermediate Bond Pacific Investment Management Company LLC (see above)
Target Mortgage Wellington Management Co. 75 State Street,
Boston, Massachusetts 02109
Target U.S. Government Wellington Management Co. (see above)
</Table>
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 Funds' shares. The Funds' transfer agent is Prudential
Mutual Fund Services LLC (PMFS), 194 Wood Avenue South, Iselin, New Jersey
08830. 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 closed-end investment companies, with aggregate assets of
approximately $86.1 billion. Each Fund has a Board of Trustees which, in
addition to overseeing the actions of the Fund's Manager and Subadviser, decides
upon matters of general policy.
4
<Page>
VOTING INFORMATION
In the case of Asset Allocation, Opportunity Funds and Style Specific, the
presence, in person or by proxy, of forty percent (40%) of the Shares of the
Trust (or of each Fund for a Proposal where Funds vote separately) outstanding
and entitled to vote will constitute a quorum for the transaction of business at
the Meeting. In the case of Target, the presence, in person or by proxy, of
one-third (33 1/3%) of the Shares of the Trust (or of a Fund for Proposal
Nos. 4 and 5) outstanding and entitled to vote will constitute a quorum for the
transaction of business at the Meeting.
Shareholders of each Trust vote together on Proposal No. 1. Only
Shareholders of Focused Growth vote on Proposal Nos. 2 and 3. Shareholders of
each Fund vote separately on Proposal Nos. 4 and 5 (except Shareholders of Asset
Allocation, who do not vote on Proposal No. 4).
If a quorum is not present at a Meeting, or if a quorum is present at that
Meeting but sufficient votes to approve any of the Proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any adjournment will require the
affirmative vote of a majority of those Shares present and entitled to vote at
the Meeting in person or by proxy. When voting on a proposed adjournment, the
persons named as proxies will vote FOR the proposed adjournment all Shares other
than those Shares as to which they have been directed to vote against a
Proposal, in which case such Shares will be voted AGAINST the proposed
adjournment with respect to that Proposal. A shareholder vote may be taken on
one or more of the Proposals in this proxy statement prior to any such
adjournment if sufficient votes have been received and it is otherwise
appropriate.
If a proxy that is properly executed and returned is accompanied by
instructions to withhold authority to vote (an abstention) or represents a
broker "non-vote" (that is, a proxy from a broker or nominee indicating that
such person has not received instructions from the beneficial owner or other
person entitled to vote Shares on a particular matter with respect to which the
broker or nominee does not have discretionary power), the Shares represented
thereby, with respect to matters to be determined by a majority or plurality of
the votes cast on such matters, will be considered present for purposes of
determining the existence of a quorum for the transaction of business, but, not
being cast, will have no effect on the outcome of such matters. With respect to
matters requiring the affirmative vote of a specified percentage of the total
Shares outstanding, an abstention or broker non-vote will be considered present
for purposes of determining a quorum but will have the effect of a vote against
such matters. Accordingly, abstentions and broker non-votes will have no effect
on Proposal No. 1, for which the required vote is a plurality of the votes cast,
but effectively will be a vote against the other Proposals, which require
approval of either a majority of the outstanding voting securities under the
1940 Act or a majority of the outstanding voted securities.
The individuals named as proxies on the enclosed proxy cards will vote in
accordance with your direction as indicated thereon if your card is received
properly executed by you or by your duly appointed agent or attorney-in-fact. If
your card is properly executed and you give no voting instructions, your Shares
will be voted FOR the nominees named herein for the Board of the Fund to which
the proxy card relates and FOR the remaining Proposals described in this proxy
statement and referenced on the proxy card. If any nominee for the Fund Boards
should withdraw or otherwise become unavailable for election, your Shares will
be voted in favor of such other nominee or nominees as management may recommend.
You may revoke any proxy card by giving another proxy or by letter or telegram
revoking the initial proxy. To be effective your revocation must be received by
the Fund prior to the related Meeting and must indicate your name and account
number. In addition, if you attend a Meeting in person you may, if you wish,
vote by ballot at that Meeting, thereby canceling any proxy previously given.
5
<Page>
The close of business on May 16, 2003 has been fixed as the record date for
the determination of Shareholders entitled to notice of, and to vote at, the
Meetings. Information as to the number of outstanding Shares for each Fund as of
the record date is set forth below:
<Table>
<Caption>
FUND CLASS A CLASS B CLASS C CLASS Z TOTAL
- ---- ---------- ---------- ---------- ---------- ----------
Asset Allocation
Conservative Growth..................
Moderate Growth......................
High Growth..........................
Opportunity Funds
Focused Growth.......................
New Era Growth.......................
Focused Value........................
Mid-Cap Value........................
Style Specific
Large Cap Growth.....................
Large Cap Value......................
Small Cap Growth.....................
Small Cap Value......................
International Equity.................
Total Return Bond....................
Target*
Target Large Cap Growth.............. -- -- -- --
Target Large Cap Value............... -- -- -- --
Target Small Cap Growth.............. -- -- -- --
Target Small Cap Value............... -- -- -- --
Target International Equity.......... -- -- -- --
Target International Bond............ -- -- -- --
Target Total Return Bond............. -- -- -- --
Target Intermediate Bond............. -- -- -- --
Target Mortgage...................... -- -- -- --
Target U.S. Government............... -- -- -- --
</Table>
* Target does not have separate classes.
None of the Proposals require separate voting by class. Each Share of each
class is entitled to one vote. To the knowledge of management, the executive
officers and Board Members of each Fund, as a group, owned less than 1% of the
outstanding Shares of each Fund as of May 16, 2003. A listing of persons who
owned beneficially more than 5% of any class of the Shares of a Fund as of
May 16, 2003 is contained in Exhibit A.
COPIES OF EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING
FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS OF A FUND 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
1-800-225-1852 (TOLL FREE).
Each full Share of each Fund outstanding is entitled to one vote, and each
fractional Share of each Fund outstanding is entitled to a proportionate share
of one vote, with respect to each matter to be voted upon by the Shareholders of
that Fund. Information about the vote necessary with respect to each Proposal is
discussed below in connection with each Proposal.
Shareholders voting via the Internet should understand that there may be
costs associated with electronic access, such as usage charges from Internet
access providers and telephone companies that must
6
<Page>
be borne by the Shareholder. We have been advised that Internet voting
procedures that have been made available to you are consistent with the
requirements of law.
TO ELECT TRUSTEES
PROPOSAL NO. 1
DISCUSSION
The Board of each Trust has nominated the 10 individuals identified below
for election to each Trust's Board. Pertinent information about each nominee is
set forth in the listing below. Each of the nominees has indicated a willingness
to serve if elected. All but one of the nominees currently serve as Directors or
Trustees on some, but not all of the funds in the Prudential retail mutual fund
complex. The remaining nominee (Mr. Carson), currently does not serve as a
Director or Trustee for any of the funds in the Prudential retail mutual fund
complex, but serves as a Director of the American Skandia Advisor Funds, Inc.
Because many of the other funds within the Prudential retail mutual fund
complex are also asking shareholders to elect the same individuals, if the
Shareholders of each Trust elect each nominee, most of the funds within the
Prudential retail mutual fund complex will be overseen by a common Board. As
part of the creation of a common Board, certain individuals currently serving as
Trustees of each Trust have not been nominated for election. Each of the current
Trustees of each Trust who have not been nominated have announced their
intention to resign their positions if Shareholders elect the nominees. Each of
the nominees have announced their intention to serve on the Board if elected by
Shareholders.
Each Trust's current Trustees believe that creating a common Board is in the
best interests of each Trust. The principal reasons for adding these individuals
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
the other Prudential mutual funds;
- to promote continuity on the Board; and
- to achieve efficiencies and coordination in operation, supervision and
oversight of the Funds which may be derived from having the same
individuals serve on the Board of most of the Prudential retail mutual
funds.
If elected, all nominees will hold office until the earlier to occur of
(a) the next meeting of shareholders at which Board Members are elected and
until their successors are elected and qualified or (b) until their terms expire
in accordance with each Trust's retirement policy or (c) until they resign or
are removed as permitted by law. Each Trust's retirement policy generally calls
for the retirement of Trustees on December 31 of the year in which they reach
the age of 75.
Board Members who are not interested persons of a Fund (as defined in the
1940 Act) are referred to as Independent Board Members or Independent Trustees.
Board Members who are interested persons of a Fund are referred to as Interested
Board Members or Interested Trustees.
Currently, each Independent Trustee who serves on the Board of a Trust is
paid annual fees as set forth below for his or her service on the Board of each
Trust. Trustees' fees are allocated among all of the Funds based on their
proportionate net assets. In addition, an Independent Board Member who serves on
the Executive Committee is paid by the Funds an annual aggregate fee of $8,000
and an Independent Board Member who chairs the Audit or Nominating Committee is
paid by the Funds an annual aggregate fee of $2,000 per Committee. Interested
Trustees will continue to receive no compensation from any Fund. Board Members
will continue to be reimbursed for any expenses incurred in attending meetings
and for other incidental expenses. Board fees are reviewed periodically by each
Trust's Board.
7
<Page>
None of the nominees is related to another. None of each Trust's Independent
Trustees nor persons nominated to become Independent Trustees owns shares of
Prudential Financial, Inc. or its affiliates. The business experience and
address of each Independent Trustee nominee and each Interested Trustee nominee,
as well as information regarding their service on other mutual funds in the
Prudential mutual fund complex, is as follows:
PROPOSED INDEPENDENT TRUSTEE NOMINEES
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
TERM OF CURRENTLY
POSITION(S) OFFICE AND OVERSEEN BY OTHER DIRECTORSHIPS**
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) NOMINEE FOR HELD BY NOMINEE
NAME, ADDRESS* AND AGE EACH TRUST TIME SERVED DURING PAST FIVE YEARS TRUSTEE FOR TRUSTEE
- ---------------------- ------------- ------------- ------------------------- ------------- -------------------------
David E. A. Carson (68) None -- Director (January 2000 to [--] Director of United
People's Bank May 2000), Chairman Illuminating and UIL
1 Financial Plaza (January 1999 to December Holdings, a utility
Second Floor 1999), Chairman and Chief company, since May 1993.
Hartford, CT 06103 Executive Officer
(January 1998 to December
1998) and President,
Chairman and Chief
Executive Officer (1983
to December 1997) of
People's Bank.
Robert E. La Blanc (69) Trustee Since 1999 President (since 1981) of [--] Director of Storage
(Asset Robert E. La Blanc Technology Corporation
Allocation, Associates, Inc. (technology) (since
Style (telecom- munications); 1979), Chartered
Specific, and formerly General Partner Semiconductor
Target) at Salomon Brothers and Manufacturing, Ltd.
Since 2000 Vice-Chairman of (Singapore) (since 1998),
(Opportunity Continental Telecom. Titan Corporation
Funds) Trustee of Manhattan (electronics, since
College. 1995), Computer
Associates
International, Inc.
(since 2002) (software
company); Director (since
1999) of First Financial
Fund, Inc. and The High
Yield Plus Fund, Inc.
Douglas H. McCorkindale (63) Trustee Since 1996 Chairman (since February [--] Director of Gannett
(Target) 2001), Chief Executive Co., Inc., Director of
Since 1998 Officer (since June 2000) Continental
(Asset and President (since Airlines, Inc. (since
Allocation) September 1997) of May 1993), Director of
Since 1999 Gannett Co. Inc. Lockheed Martin Corp.
(Style (publishing and media); (aerospace and defense)
Specific) formerly Vice Chairman (since May 2001);
Since 2000 (March 1984-May 2000) of Director of The High
(Opportunity Gannett Co. Inc. Yield Plus Fund, Inc.
Funds) (since 1996).
Stephen P. Munn (60) None -- Chairman of the Board [--] Chairman of the Board
(since 1994) and formerly (since January 1994) and
Chief Executive Officer Director (since 1988) of
(1998-2001) and President Carlisle Companies
of Carlisle Companies Incorporated
Incorporated. (manufacturer of
industrial products);
Director of Gannett
Co., Inc. (publishing and
media).
</Table>
8
<Page>
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
TERM OF CURRENTLY
POSITION(S) OFFICE AND OVERSEEN BY OTHER DIRECTORSHIPS**
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) NOMINEE FOR HELD BY NOMINEE
NAME, ADDRESS* AND AGE EACH TRUST TIME SERVED DURING PAST FIVE YEARS TRUSTEE FOR TRUSTEE
- ---------------------- ------------- ------------- ------------------------- ------------- -------------------------
Richard A. Redeker (59) None -- Formerly Management [--]
Consultant of
Invesmart, Inc. (August
2001-October 2001);
formerly employee of
Prudential Investments
(October 1996-December
1998).
Robin B. Smith (63) None -- Chairman of the Board [--] Director of BellSouth
(since January 2003) of Corporation (since 1992),
Publishers Clearing House formerly Director of
(direct marketing), Kmart Corporation
formerly Chairman and (retail) (1996-2003).
Chief Executive Officer
(August 1996-January
2003) of Publishers
Clearing House.
Stephen Stoneburn (59) Trustee Since 1999 President and Chief [--] None
(Asset Executive Officer (since
Allocation, June 1996) of Quadrant
Style Media Corp. (a publishing
Specific and company); formerly
Target) Since President (June 1995-June
2000 1996) of Argus Integrated
(Opportunity Media, Inc.; Senior Vice
Funds) President and Managing
Director (January
1993-1995) of Cowles
Business Media and Senior
Vice President of
Fairchild Publications,
Inc. (1975-1989).
Clay T. Whitehead (64) Trustee Since 1999 President (since 1983) of [--] Director (since 2000) of
(Asset National Exchange Inc. First Financial
Allocation, (new business development Fund, Inc. and The High
Style firm). Yield Plus Fund, Inc.
Specific and
Target) Since
2000
(Opportunity
Funds)
</Table>
9
<Page>
PROPOSED INTERESTED TRUSTEE NOMINEES
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
TERM OF CURRENTLY
POSITION(S) OFFICE AND OVERSEEN BY OTHER DIRECTORSHIPS**
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) NOMINEE FOR HELD BY NOMINEE
NAME, ADDRESS* AND AGE EACH TRUST TIME SERVED DURING PAST FIVE YEARS TRUSTEE FOR TRUSTEE
- ---------------------------- ------------- ------------- ------------------------- ------------- -------------------------
Judy A. Rice (55) President Since 2003 President, Chief [--] None
(Asset Executive Officer, Chief
Allocation, Operating Officer and
Opportunity Officer-In-Charge (since
Funds, Style 2003) of PI; Executive
Specific and Vice President of PI
Target) (1999-2003); formerly
various positions to
Senior Vice President
(1992-1999) of Prudential
Securities Incorporated
(PSI); and various
positions to Managing
Director (1975-1992) of
Salomon Smith Barney;
Member of Board of
Governors of the Money
Management Institute.
Robert F. Gunia (56) Vice Since 1999 Executive Vice President [--] Vice President and
President and (Asset and Chief Administrative Director (since May 1989)
Trustee Allocation, Officer (since June 1999) of The Asia Pacific Fund,
Style of PI; Executive Vice Inc.
Specific and President and Treasurer
Target) (since January 1996) of
Since 2000 PI; President (since
(Opportunity April 1999) of PIMS;
Funds) Corporate Vice President
(since September 1997) of
The Prudential Insurance
Company of America;
formerly Senior Vice
President (March 1987-May
1999) of PSI; 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 Securities and Exchange Commission (the "SEC")
under the Securities Exchange Act of 1934 (that is, "public companies") or
other investment companies registered under the 1940 Act.
10
<Page>
The following tables set forth the dollar range of Fund securities held by
each nominee as of December 31, 2002. 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.
SHARE OWNERSHIP TABLE -- INDEPENDENT TRUSTEE NOMINEES
<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
DOLLAR RANGE OF NOMINEE IN FAMILY
NAME OF NOMINEE SECURITIES IN EACH FUND OF INVESTMENT COMPANIES
- --------------- ----------------------------------- -----------------------
David E. A. Carson................ None None
Robert E. La Blanc................ None Over $100,000
Douglas H. McCorkindale........... High Growth: $10,001-$50,000 Over $100,000
Stephen P. Munn................... None Over $100,000
Richard A. Redeker................ None Over $100,000
Robin B. Smith.................... None Over $100,000
Stephen Stoneburn................. Focused Growth: $10,000-$50,000 Over $100,000
New Era Growth: $10,000-$50,000
Clay T. Whitehead................. None Over $100,000
</Table>
SHARE OWNERSHIP TABLE -- INTERESTED TRUSTEES NOMINEE
<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
DOLLAR RANGE OF NOMINEE IN FAMILY
NAME OF NOMINEE SECURITIES IN EACH FUND OF INVESTMENT COMPANIES
- --------------- ----------------------------------- -----------------------
Judy A. Rice...................... Focused Growth: $1-$10,000 Over $100,000
Robert F. Gunia................... None Over $100,000
</Table>
None of the Independent Trustee nominees, or any member of his/her immediate
family, owned beneficially or of record any securities in an investment adviser
or principal underwriter of a Fund or a person (other than a registered
investment company) directly or indirectly controlling, controlled by, or under
common control with an investment adviser or principal underwriter of a Fund as
of December 31, 2002.
The following table sets forth information describing the aggregate
compensation paid by each Trust for each Fund's most recently completed fiscal
year and by the Fund Complex for the calendar year ended December 31, 2002 to
each of the Trustees of the Trust that are up for election, for his/her
services:
COMPENSATION PAID TO INDEPENDENT TRUSTEES
<Table>
<Caption>
TOTAL 2002
PENSION OR COMPENSATION
RETIREMENT BENEFITS ESTIMATED FROM TRUSTS AND
NAME OF INDEPENDENT AGGREGATE COMPENSATION ACCRUED AS PART OF ANNUAL BENEFITS FUND COMPLEX PAID
TRUSTEE, POSITION(1) FROM EACH TRUST TRUST EXPENSES UPON RETIREMENT TO TRUSTEE
- -------------------- ---------------------------- -------------------- --------------- -------------------
Robert E. La Blanc -- Trustee Asset Allocation: $5,103 None None $137,250 (20/77)(3)
Opportunity Funds: $7,184
Style Specific: $8,389
Target: $17,847
Douglas H. McCorkindale(2) -- Asset Allocation: $4,525 None None $115,000 (18/77)(3)
Trustee Opportunity Funds: $6,400
Style Specific: $7,925
Target: $15,923
</Table>
11
<Page>
<Table>
<Caption>
TOTAL 2002
PENSION OR COMPENSATION
RETIREMENT BENEFITS ESTIMATED FROM TRUSTS AND
NAME OF INDEPENDENT AGGREGATE COMPENSATION ACCRUED AS PART OF ANNUAL BENEFITS FUND COMPLEX PAID
TRUSTEE, POSITION(1) FROM EACH TRUST TRUST EXPENSES UPON RETIREMENT TO TRUSTEE
- -------------------- ---------------------------- -------------------- --------------- -------------------
Stephen Stoneburn -- Trustee Asset Allocation: $5,315 None None $120,250 (18/75)(3)
Opportunity Funds: $6,750
Style Specific: $8,458
Target: $16,800
Clay T. Whitehead -- Trustee Asset Allocation: $4,525 None None $196,750 (32/94)(3)
Opportunity Funds: $6,400
Style Specific: $7,925
Target: $15,925
</Table>
- ------------------------
(1) Interested Trustees do not receive any compensation from the Trusts or the
Fund Complex.
(2) Although the last column shows the total amount paid to Trustees from the
Fund Complex during the calendar year ended December 31, 2002, such
compensation was deferred at the election of Mr. McCorkindale, in total or
in part, under the Trusts' 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 $58,669 for Mr. McCorkindale.
(3) Indicates number of funds/portfolios in Fund Complex (including Funds) to
which aggregate compensation relates. [The Fund Complex consists of [45]
funds and [117] portfolios.]
If elected, the Trustees will hold office generally without limit except
that (a) any Trustee may resign; (b) any Trustee may be removed at any meeting
of Shareholders by a vote of not less than two-thirds of the outstanding Shares
of the Trust; and (c) each Trust's retirement policy generally calls for the
retirement of Trustees 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 Trustees will fill
such vacancy by appointing another Trustee, so long as immediately after such
appointment, at least two-thirds of the Trustees have been elected by
Shareholders.
The Boards of the Trusts are currently composed of two Interested Trustees
and seven Independent Trustees. Each Board met four times during the twelve
months ended December 31, 2002. Each incumbent Trustee attended each of these
meetings. It is expected that the Trustees will meet at least four times a year
at regularly scheduled meetings.
Each Trust has an Audit Committee, which is composed entirely of Independent
Trustees, and normally meets four times a year, or as required, in conjunction
with the meetings of the Trustees. Among other things, each Trust's Audit
Committee has the following responsibilities:
- Recommending to the Board of Trustees of each Trust the selection,
retention or termination, as appropriate, of the independent accountants
of a Fund.
- Reviewing the independent accountants' compensation, the proposed terms of
their engagement, and their independence.
- Reviewing audited annual financial statements including any adjustments to
those statements recommended by the independent public 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 Trustees.
Each Trust has a Nominating Committee, which is composed entirely of
Independent Trustees. Nominating Committee members confer periodically and hold
meetings as required. The responsibilities of each Trust's Nominating Committee
include, but are not limited to, recommending to the Board the
12
<Page>
individuals to be nominated to become Independent Trustees. During the twelve
months ended December 31, 2002, no Trust's Nominating Committee met. The Trusts
do not have compensation committees. A Trust's Nominating Committee generally
will not consider nominees recommended by shareholders.
The current members of each Trust's Audit and Nominating Committees are
Saul K. Fenster, Robert E. La Blanc, Douglas H. McCorkindale, W. Scott McDonald,
Jr., Thomas T. Mooney, Stephen Stoneburn, and Clay T. Whitehead. During the
twelve months ended December 31, 2002, the Audit Committee of each Trust met
four times.
The firm of PricewaterhouseCoopers LLP (PwC), 1177 Avenue of the Americas,
New York, NY 10036, is the independent public accountant for each Fund. Each
Trust's Audit Committee recommended, and the Board of each Trust (including a
majority of the Independent Trustees) approved, the selection of PwC as each
Fund's independent accountant for the Fund's current fiscal year.
Representatives of PwC are not expected to be present at the Meetings, but have
been given the opportunity to make a statement if they so desire and will [not]
be available by telephone during the meeting to respond to appropriate
questions.
In accordance with Independence Standards Board No. 1, PwC, each Fund's
independent accountant for the Fund's most recently completed fiscal year, has
confirmed to the Audit Committee that it is independent with respect to each
Fund.
AUDIT FEES: The following aggregate fees were billed by PwC for professional
services rendered for the audit of each Fund's annual financial statements for
their most recently completed fiscal years as indicated below.
<Table>
<Caption>
FISCAL YEAR
FUND AUDIT FEES END
- ---- ---------- -----------
Asset Allocation
Conservative Growth....................................... $27,000 7-31-2002
Moderate Growth........................................... $27,000 7-31-2002
High Growth............................................... $27,000 7-31-2002
Opportunity Funds
Focused Growth............................................ $30,000 2-28-2003
New Era Growth............................................ $30,000 2-28-2003
Focused Value............................................. $30,000 2-28-2003
Mid-Cap Value............................................. $30,000 2-28-2003
Style Specific
Large Cap Growth.......................................... $16,000 7-31-2002
Large Cap Value........................................... $16,000 7-31-2002
Small Cap Growth.......................................... $16,000 7-31-2002
Small Cap Value........................................... $16,000 7-31-2002
International Equity...................................... $25,000 7-31-2002
Total Return Bond......................................... $26,000 7-31-2002
</Table>
13
<Page>
<Table>
<Caption>
FISCAL YEAR
FUND AUDIT FEES END
- ---- ---------- -----------
Target
Target Large Cap Growth................................... $17,000 12-31-2002
Target Large Cap Value.................................... $17,000 12-31-2002
Target Small Cap Growth................................... $17,000 12-31-2002
Target Small Cap Value.................................... $17,000 12-31-2002
Target International Equity............................... $25,000 12-31-2002
Target International Bond................................. $17,000 12-31-2002
Target Total Return Bond.................................. $17,000 12-31-2002
Target Intermediate Bond.................................. $17,000 12-31-2002
Target Mortgage........................................... $17,000 12-31-2002
Target U.S. Government.................................... $15,000 12-31-2002
</Table>
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: PwC billed no
fees for professional services rendered to the Funds for information technology
services relating to financial information systems design and implementation for
each Fund's most recently completed fiscal year, as indicated above. Similarly,
PwC billed no fees for professional services rendered to the Funds' Manager, and
any entities controlling, controlled by or under common control with the Funds'
Manager that provide services to the Funds, for information technology services
relating to financial information systems design and implementation for each
Fund's most recently completed fiscal year, as indicated above.
ALL OTHER FEES: The aggregate fees billed by PwC for services rendered to
each Fund's Manager and any entity controlling, controlled by or under common
control with each Fund's Manager that provides services to the Funds, amounted
to approximately the following, for each Fund's most recently completed fiscal
years, as indicated above.
<Table>
<Caption>
FUND ALL OTHER FEES
- ---- --------------------------------
Asset Allocation
Conservative Growth.......................................
Moderate Growth...........................................
High Growth...............................................
Opportunity Funds
Focused Growth............................................ [To be provided]
New Era Growth............................................
Focused Value.............................................
Mid-Cap Value.............................................
Style Specific
Large Cap Growth..........................................
Large Cap Value...........................................
Small Cap Growth..........................................
Small Cap Value...........................................
International Equity......................................
Total Return Bond.........................................
</Table>
14
<Page>
<Table>
<Caption>
FUND ALL OTHER FEES
- ---- --------------------------------
Target
Target Large Cap Growth...................................
Target Large Cap Value....................................
Target Small Cap Growth...................................
Target Small Cap Value....................................
Target International Equity...............................
Target International Bond.................................
Target Total Return Bond..................................
Target Intermediate Bond..................................
Target Mortgage...........................................
Target U.S. Government....................................
</Table>
The Audit Committee of each Trust has considered whether the services
described above are compatible with PwC's independence.
Information about the number of Board and Committee meetings held during the
most recent fiscal year for each Fund is included in Exhibit B. Information
concerning Fund officers is set forth in Exhibit C.
REQUIRED VOTE
For each Trust, nominees receiving the affirmative vote of a plurality of
the votes cast by Shareholders of the Trust will be elected, provided a quorum
is present.
EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU
VOTE "FOR" EACH OF THE NOMINEES UNDER PROPOSAL NO. 1.
TO APPROVE A PROPOSAL TO PERMIT THE MANAGER TO ENTER INTO, OR MAKE
MATERIAL CHANGES TO, SUBADVISORY AGREEMENTS WITHOUT
OBTAINING SHAREHOLDER APPROVAL (FOCUSED GROWTH ONLY)
PROPOSAL NO. 2
The Board of Opportunity Funds, on behalf of Focused Growth (for purposes of
this Proposal, the Fund), has approved, and recommends that Shareholders
approve, Proposal No. 2, which would permit PI to enter into subadvisory
agreements with new subadvisers to the Fund and to make material amendments to
subadvisory agreements with existing subadvisers to the Fund, without obtaining
Shareholder approval. THIS IS CALLED A "MANAGER-OF-MANAGERS" STRUCTURE AND, IN
THE FUTURE, MAY BE USED TO MANAGE THE FUND. THIS STRUCTURE HAS BEEN APPROVED FOR
USE BY [NEARLY] ALL OF THE OTHER STRATEGIC PARTNERS AND TARGET FUNDS. THIS NEW
STRUCTURE WOULD NOT CHANGE THE RATE OF ADVISORY FEES CHARGED TO THE FUND.
Information concerning the Fund's current management arrangements is contained
in Proposal No. 3. If Shareholders approve Proposal No. 2 so that Shareholder
approval of new or amended subadvisory agreements is no longer required, the
Trustees of the Fund, including a majority of the Independent Trustees, must
continue to approve these agreements annually (after an initial two-year term)
in order for them to remain in effect. On March 4, 2003, the Board of the Fund,
including the Independent Trustees, discussed and approved Proposal No. 2 at an
in-person meeting.
Proposal No. 2 is being submitted to Shareholders pursuant to the
requirements of an exemptive order obtained by the Prudential Mutual Funds from
the SEC in September 1996 (the Original Order). The Original Order grants relief
to Target (for which PI acts as a Manager-of-Managers) and other Prudential
Mutual Funds from certain provisions of the 1940 Act and certain rules
thereunder. Specifically, the Original Order permits PI to enter into or amend a
subadvisory agreement with a subadviser that is not otherwise an affiliated
person (as defined in the 1940 Act) of PI. Among other things, the Original
Order permits PI to enter into (1) a new subadvisory agreement that is
necessitated due to an "assignment" (as defined in the 1940 Act), (2) an
amendment to a subadvisory agreement, or (3) a new subadvisory agreement
substituting a new subadviser for an old subadviser.
15
<Page>
The Fund plans to apply to the SEC for an amended order permitting the Fund
not to disclose the fee rates paid to specific subadvisers when the Fund employs
more than one subadviser, because that may permit PI to hire new subadvisers at
lower fees. There can be no assurance that such an amended order would be
granted by the SEC.
WHY SHAREHOLDER APPROVAL IS BEING SOUGHT
Section 15 of the 1940 Act makes it unlawful for any person to act as
investment adviser to an investment company, except pursuant to a written
contract that has been approved by shareholders. For purposes of Section 15, the
term "investment adviser" includes any subadviser to an investment company.
Section 15 also requires that an investment advisory agreement provide that it
will terminate automatically upon its assignment.
In conformity with Section 15 of the 1940 Act, the Fund currently is
required to obtain Shareholder approval of subadvisory agreements in the
following situations:
- (1) the employment of a new subadviser to replace an existing subadviser
or (2) the allocation of a portion of its assets to an additional
subadviser;
- a material change in the terms of a subadvisory agreement; and
- the continued employment of an existing subadviser on the same terms if
there has been or is expected to be an assignment of a subadvisory
agreement as a result of a change of control of the subadviser.
The 1940 Act does not require Shareholder approval for the termination of a
subadvisory agreement if such termination is approved by the Fund's Board,
including its Independent Trustees, although Shareholders of the Fund may
terminate a subadvisory agreement at any time by a vote of a majority of its
outstanding voting securities, as defined in the 1940 Act.
DISCUSSION
Under the "Manager-of-Managers" structure, the Fund would continue to employ
PI, subject to the supervision of the Board, to manage or provide for the
management of the Fund. PI may select one or more subadvisers to invest the
assets of the Fund, subject to the review and approval of the Board. PI would
review each subadviser's performance on an ongoing basis. PI would continue to
be responsible for communicating performance expectations and evaluations to
subadvisers and for recommending to the Board whether a subadviser's contract
should be renewed, modified or terminated. PI would continue to pay an advisory
fee to each subadviser from the Fund's overall management fee. The Board
believes that requiring the Fund's Shareholders to approve changes in
subadvisers and subadvisory agreements (including continuation of subadvisory
agreements that otherwise would have terminated by virtue of an assignment) not
only results in unnecessary administrative expenses to the Fund, but also may
cause delays in executing changes that PI and the Board have determined are
necessary or desirable. The Board believes that these expenses, and the
possibility of delays, may result in Shareholders receiving less satisfactory
service than would be the case if Proposal No. 2 is implemented.
The kind of changes to subadvisory arrangements that could be effected
without further Shareholder approval if Proposal No. 2 is approved include:
(1) allocating a portion of the Fund's assets to one or more additional
subadvisers; (2) continuing a subadvisory agreement where a change in control of
the subadviser automatically otherwise causes that agreement to terminate; and
(3) replacing an existing subadviser with a new subadviser when PI and the Board
determine that the new subadviser's investment philosophy and style, past
performance, security selection experience and preferences, personnel,
facilities, financial strength, quality of service and client communication are
more consistent with the best interests of the Fund and its Shareholders. The
Board believes that PI can effect the types of subadvisory changes described
above more efficiently, without sacrificing the quality of service to
Shareholders, if the Fund was
16
<Page>
permitted to operate in the manner described in Proposal No. 2. The Board
further believes that these gains in efficiency would ultimately benefit the
Fund and its Shareholders. Shareholders of [nearly] all of the Strategic
Partners and Target Funds, and of many of the other funds in the Prudential fund
complex, have approved the same Manager-of-Managers structure.
Although a Manager-of-Managers structure will be put into place for the Fund
if Shareholders approve Proposal No. 2, the Fund will not employ new subadvisers
pursuant to this structure unless and until PI and the Board determine that a
change in subadvisory arrangements is appropriate. In making these
determinations, PI intends to evaluate rigorously both affiliated subadvisers
and unaffiliated subadvisers according to objective and disciplined standards.
Following Shareholder approval of Proposal No. 2, PI will continue to be the
Fund's investment manager. In addition, Alliance and PIM will continue to be the
Fund's subadvisers. Additionally, Jennison will continue to serve as subadviser
to the Fund pursuant to authority delegated by PIM. The Board and PI, under the
Board's supervision, will continue to monitor the nature and quality of these
services and may, in the future, recommend additional subadvisers or the
reallocation of assets among these subadvisers and other subadvisers. If one or
more new subadvisers are added to the Fund, PI will be responsible for
determining the allocation of assets among the subadvisers and will have the
flexibility to increase the allocation to any one subadviser to as much as 100%
and decrease the allocation to any one subadviser to as little as 0%, subject to
Board approval. The Manager-of-Managers structure that the Board is asking
Shareholders to approve will give the Board and PI the flexibility to appoint
additional subadvisers without Shareholder approval, but it is possible that no
new subadvisers will be added.
If Proposal No. 2 is approved by the Fund's Shareholders, Shareholders no
longer would be entitled to approve the selection of a new subadviser or a
material amendment to an existing subadvisory agreement. Instead, Shareholders,
within 90 days of the change, would receive an information statement containing
substantially all of the information about the subadviser and the subadvisory
agreement that would otherwise be contained in a proxy statement. The
information statement would include disclosure as to the level of fees to be
paid to PI and each subadviser (unless the SEC permits information as to the
rate of fees to be paid to subadvisers not to be disclosed) and would disclose
subadviser changes or changes in subadvisory agreements.
The Board and PI have concluded that, through the information statement and
adherence to the conditions outlined below, Shareholders of the Fund would
receive adequate disclosure about any new subadvisers or material amendments to
subadvisory agreements. Whether or not Proposal No. 2 is approved, amendments to
the Management Agreement between PI and the Fund would remain subject to the
Shareholder and Board approval requirements of Section 15 of the 1940 Act and
related proxy disclosure requirements. Moreover, although PI and the Board
already generally may change the rate of fees payable by PI to a subadviser
without Shareholder approval, PI and the Board could not increase the rate of
the management fees payable by the Fund to PI or cause the Fund to pay
subadvisory fees directly to a subadviser without first obtaining Shareholder
approval.
For these reasons, the Board believes that approval of Proposal No. 2 to
permit PI and the Board to enter into new subadvisory agreements or make
material changes to existing subadvisory agreements without Shareholder approval
is in the best interests of the Shareholders of the Fund.
CONDITIONS
The Fund will not rely on the Original Order to implement the
Manager-of-Managers structure until all of the conditions set forth below have
been met.
The following are conditions for relief under the Original Order:
1. PI will provide general management and administrative services to
the Fund, including overall supervisory responsibility for the general
management and investment of the Fund's securities
17
<Page>
portfolio, and, subject to review and approval by the Board, will (a) set
the Fund's overall investment strategies; (b) select subadvisers;
(c) monitor and evaluate the performance of subadvisers; (d) allocate and,
when appropriate, reallocate the Fund's assets among its subadvisers in
those cases where the Fund has more than one subadviser; and (e) implement
procedures reasonably designed to ensure that the subadvisers comply with
the Fund's investment objectives, policies, and restrictions.
2. Before the Fund may operate in the manner described in Proposal
No. 2, the Proposal must be approved by a majority of its outstanding voting
securities, as defined in the 1940 Act. [Approval of this Proposal No. 2
would satisfy this condition.]
3. The Fund will furnish to Shareholders all of the information about a
new subadviser or subadvisory agreement that would be included in a proxy
statement. This information will include any change in the disclosure caused
by the addition of a new subadviser or any material changes in a subadvisory
agreement. The Fund will meet this condition by providing Shareholders with
an information statement complying with certain provisions of the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder. With
respect to a newly retained subadviser, or a change in a subadvisory
agreement, the information statement will be provided to Shareholders of the
Fund within a maximum of 90 days after the addition of the new subadviser or
the implementation of any material change in a subadvisory agreement.
4. The Fund will disclose in its prospectus the existence, substance
and effect of the Original Order.
5. No Trustee or officer of the Fund or director or officer of PI will
own directly or indirectly (other than through a pooled investment vehicle
that is not controlled by the Trustee, director or officer) any interest in
any subadviser except for (a) ownership of interests in PI or any entity
that controls, is controlled by or is under common control with PI, or
(ii) ownership of less than 1% of the outstanding securities of any class of
equity or debt of a publicly-traded company that is either a subadviser or
any entity that controls, is controlled by or is under common control with a
subadviser.
6. PI will not enter into a subadvisory agreement with any subadviser
that is an "affiliated person" (as defined in the 1940 Act) of the Fund or
PI other than by reason of serving as a subadviser to the Fund (an
Affiliated Subadviser) without such agreement, including the compensation
payable thereunder, being approved by the Shareholders of the Fund.
7. At all times, a majority of the members of the Board of the Fund
will be persons each of whom is an Independent Trustee of the Fund and the
nomination of new or additional Independent Trustees will be placed within
the discretion of the then existing Independent Trustees.
8. When a subadviser change is proposed for the Fund with an Affiliated
Subadviser, the Board, including a majority of the Independent Trustees,
will make a separate finding, reflected in the Board's minutes, that such
change is in the best interests of the Fund and its Shareholders and does
not involve a conflict of interest from which PI or the Affiliated
Subadviser derives an inappropriate advantage.
MATTERS CONSIDERED BY THE BOARD
At a Board meeting held on March 4, 2003, the Board, including the
Independent Trustees, approved the submission to Shareholders of Proposal No. 2
regarding the Manager-of-Managers structure.
Prior to the meeting, each Trustee received materials discussing this type
of management structure. At the meeting, each Trustee attended a comprehensive
presentation on the proposed structure and had the opportunity to ask questions
and request further information in connection with such consideration. The Board
gave primary consideration to the fact that the rate of the management fee
payable to PI would not change as a result of adopting a Manager-of-Managers
structure and that the new structure would provide the potential for PI to hire
subadvisers and amend subadvisory agreements more efficiently and with less
18
<Page>
expense. The Board also considered that PI had substantial experience in
evaluating investment advisers and that PI would bring that experience to the
task of evaluating the current subadviser for the Fund and any potential new
subadviser. The Board took into account the fact that PI could not, without the
prior approval of the Board, including a majority of the Independent Trustees:
(1) appoint a new subadviser, (2) materially change the allocation of portfolio
assets among subadvisers, or (3) make material amendments to existing
subadvisory agreements. The Board also took into account the fact that [nearly]
all of the other Strategic Partners and Target Funds, and many other funds
managed by PI, operate within this structure.
REQUIRED VOTE
For the Fund, approval of this Proposal requires the affirmative vote of a
majority of the Fund's outstanding voting securities, as defined in the 1940 Act
to mean the lesser of (1) 67% of the Shares represented at the Meeting if more
than 50% of the outstanding voting Shares are present in person or represented
by proxy or (2) more than 50% of the outstanding voting Shares.
THE BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2.
TO PERMIT AN AMENDMENT TO THE MANAGEMENT CONTRACT BETWEEN PI AND
OPPORTUNITY FUNDS, ON BEHALF OF FOCUSED GROWTH (FOCUSED GROWTH ONLY)
PROPOSAL NO. 3
The Board of Opportunity Funds, on behalf of Focused Growth (for purposes of
this Proposal, the Fund), including the Independent Trustees, has approved, and
recommends that Shareholders of the Fund approve, a proposal to amend the
management agreement between Opportunity Funds, on behalf of the Fund, and PI
(the Amended Management Agreement). If approved at the Meeting, the Amended
Management Agreement will amend and supersede the existing Management Agreement
(the Existing Management Agreement) between Opportunity Funds, on behalf of the
Fund, and PI. THE RATE OF ADVISORY FEES PAYABLE BY THE FUND TO PI WILL NOT
CHANGE.
Under both the Existing Management Agreement and the Amended Management
Agreement, PI is authorized to manage or delegate the management of the Fund's
investments and determine the composition of the Fund's portfolio, including the
purchase, retention or sale of the securities and cash contained in the
portfolio. The Existing Management Agreement authorizes PI to enter into
advisory agreements with PIM and Alliance. To implement the Manager-of-Managers
structure, described in Proposal No. 2, the Amended Management Agreement states
that PI may manage in a Manager-of-Managers style which contemplates that PI
will, among other things, (i) continually evaluate the performance of the Fund's
subadvisers through qualitative and quantitative analysis and consultations with
each 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. Each subadviser will be
responsible for the selection of brokers and dealers to effect all transactions
and is authorized to pay higher commissions under certain circumstances in order
to receive such services. The subadviser is also authorized to keep certain
books and records of the Fund. PI, however, will continue to administer the
Fund's corporate and business affairs and provide the Fund with office
facilities, together with those ordinary clerical and bookkeeping services which
are not provided by the Fund's custodian and the Fund's transfer and dividend
disbursing agent. Officers and employees of PI may continue to serve as officers
and Trustees of the Fund without compensation.
19
<Page>
A model Amended Management Agreement under which PI would provide management
services to the Fund is attached as Exhibit D to this proxy statement. In brief,
the Amended Management Agreement provides that:
- PI will administer the Fund's business affairs and supervise the Fund's
investments. Subject to Board approval, PI may select and employ one or
more subadvisers for the Fund, who will have primary responsibility for
determining what investments the Fund will purchase, retain and sell;
- Subject to Board approval, PI may reallocate the Fund's assets among
subadvisers;
- PI (or a subadviser, acting under PI's supervision) will select brokers to
effect trades for the Fund, and may pay a higher commission to a broker
that provides bona fide research services;
- PI will pay the salaries and expenses of any employee or officer of the
Fund (other than the fees and expenses of the Fund's Independent
Trustees). Otherwise, the Fund pays its own expenses;
- PI will be paid at the same advisory fee rate as is currently charged to
the Fund under the Existing Management Agreement; and
- The Fund will indemnify PI for all liabilities, costs and expenses
incurred by PI in any action or proceeding arising out of the performance
of its duties under the Amended Management Agreement. But PI will not be
indemnified for any liability to the Fund or its shareholders to which it
would otherwise be subject due to gross negligence in or reckless
disregard of its duties under the Amended Management Agreement.
As discussed above, if the Fund's Shareholders approve this Proposal, the
Existing Management Agreement would be amended to provide that PI may reallocate
Fund assets upon Board approval only and without further Shareholder approval.
This would mean, for example, that if the Fund has allocated 50% of its assets
to subadviser #1 and 50% to subadviser #2, it would be able to change the
allocation to 75% of assets to subadviser #1 and 25% to subadviser #2 without
seeking Shareholder approval.
Reallocations may result in additional costs since sales of securities may
result in higher portfolio turnover. Also, because each subadviser selects
portfolio securities independently, it is possible that a security held by one
portfolio segment of the Fund may also be held by the other portfolio segment of
the Fund or that the two subadvisers may simultaneously favor the same industry.
PI will monitor the Fund's overall portfolio to ensure that any such overlaps do
not create an unintended industry concentration or result in a violation of the
Fund's diversification requirements. In addition, if one subadviser of the Fund
buys a security at the same time that another Fund subadviser sells it, the net
position of the Fund in the security may be approximately the same as it would
have been with an undivided portfolio and no such sale and purchase, but the
Fund will have incurred additional costs. PI will consider these costs in
determining the allocation of assets. PI will consider the timing of
reallocation based upon the best interests of the Fund and its Shareholders. To
maintain the Fund's federal income tax status as a regulated investment company,
PI also may have to sell securities on a periodic basis and the Fund could
realize capital gains that would not have otherwise occurred.
If this Proposal is approved, the Existing Management Agreement will be
amended and will continue without termination, and the subadvisory agreements
with Alliance, Jennison, and PIM will continue in full force and effect until
terminated or amended as permitted by the Manager-of-Managers structure or
otherwise in accordance with the 1940 Act and the rules thereunder.
Below we provide additional information about the Amended Management
Agreement and the Existing Management Agreement.
EXISTING MANAGEMENT AGREEMENT
The Fund is currently managed under an Existing Management Agreement with
PI, dated as of March 15, 2000, and last submitted for Shareholder approval on
May 25, 2000. The Existing Management
20
<Page>
Agreement was most recently renewed by the Board, including a majority of the
Independent Trustees, on May 28, 2003.
PI serves as manager to the Fund and to almost all of the other investment
companies that comprise the Prudential Mutual Funds. PI is organized in New York
as a limited liability company. As of December 31, 2002, PI managed and/or
administered open-end and closed-end management investment companies with assets
of approximately $86.1 billion.
PI is a wholly-owned subsidiary of PIFM Holdco, Inc., which is a
wholly-owned subsidiary of Prudential Asset Management Holding Company (PAMHCO),
which is a wholly-owned subsidiary of Prudential Financial, Inc. The address of
PI, PIFM HoldCo, Inc. and PAMHCO is Gateway Center Three, 100 Mulberry Street,
Newark, NJ 07102. The address of Prudential Financial, Inc. is 751 Broad Street,
Newark, NJ 07102.
<Table>
<Caption>
ANNUAL MANAGEMENT FEE APPROXIMATE NET ASSETS
FUND (AS A % OF AVERAGE NET ASSETS) (AS OF 3/31/03)
- ---- ------------------------------ ----------------------
Prudential Value Fund............................ 0.54% $725 million
Strategic Partners Large Cap Value Fund.......... 0.70% $40 million
</Table>
The table below lists the name and principal occupations of the principal
executive officers of PI. The address of each person is Gateway Center Three,
100 Mulberry Street, Newark, NJ 07102-4077.
<Table>
<Caption>
NAME POSITION AND PRINCIPAL OCCUPATIONS
- ---- ------------------------------------------------------------
Judy A. Rice..................... Officer-In-Charge, President, Chief Executive Officer and
Chief Operating Officer, PI
Robert F. Gunia.................. Executive Vice President and Chief Administrative Officer,
PI; Vice President, The Prudential Insurance Company of
America; President, PIMS
William V. Healey................ Executive Vice President, Chief Legal Officer and Secretary,
PI; Vice President and Associate General Counsel, The
Prudential Insurance Company of America; Senior Vice
President, Chief Legal Officer and Secretary, PIMS
Kevin B. Osborn.................. Executive Vice President, PI
Philip N. Russo.................. Executive Vice President, Chief Financial Officer and
Treasurer, PI; Director of Jennison
Lynn M. Waldvogel................ Executive Vice President, PI
</Table>
For its services, PI was paid as compensation .90% of the Fund's average
daily net assets up to and including $1 billion and .85% of average daily net
assets in excess of $1 billion, for a total of $1,376,576 during the Fund's most
recent fiscal year ended February 28, 2003.
AMOUNTS PAID TO AFFILIATES
THE DISTRIBUTOR
PIMS, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey
07102-4077, acts as the distributor of the shares of the Fund. PIMS is a
subsidiary of Prudential. Pursuant to distribution and service plans adopted
under Rule 12b-1 under the 1940 Act, the Fund bears the expense of distribution
and service (12b-1) fees paid to PIMS with respect to the respective Class A,
Class B and Class C shares. For the fiscal year ended February 28, 2003, PIMS
received distribution and service fees from the Fund in the amount of $52,141
for Class A shares, $750,203 for Class B shares, and $494,556 for Class C
shares.
PIMS also receives front-end sales charges resulting from the sales of
Class A and Class C shares. From these fees, PIMS pays sales charges to
affiliated broker-dealers, who in turn pay commissions to
21
<Page>
salespersons and incur other distribution costs. PIMS has advised the Fund that
it received $39,200 for Class A shares and $23,600 for Class C shares in
front-end sales charges during the fiscal year ended February 28, 2003.
PIMS also received approximately $488,500 for Class B shares and $17,700 for
Class C shares in contingent deferred sales charges (CDSCs) imposed on certain
redemptions by certain Class B and Class C Shareholders of the Fund for the
fiscal year ended February 28, 2003.
THE TRANSFER AGENT
The Fund's transfer agent, Prudential Mutual Fund Services LLC (PMFS), 194
Wood Avenue South, Iselin, New Jersey 08830, is a wholly-owned subsidiary of PI.
PMFS received approximately $390,000 for its services to the Fund for the fiscal
year ended February 28, 2003.
COMMISSIONS PAID TO PRUDENTIAL SECURITIES INCORPORATED
PSI, One Seaport Plaza, New York, New York 10292, is a wholly-owned
subsidiary of Prudential Financial, Inc. The Fund did not pay any commissions to
PSI for its brokerage transactions for the fiscal year ended February 28, 2003.
MATTERS CONSIDERED BY THE BOARD
The proposal to present the Amended Management Agreement to Shareholders was
approved by the Board, including the Independent Trustees, on March 4, 2003. The
Board Members received materials relating to the Amended Management Agreement in
advance of the meeting at which it was considered, and had the opportunity to
ask questions and request further information in connection with such
consideration. The Board gave primary consideration to the fact that the rate of
fees will not change and that the terms of the Amended Management Agreement are
substantially similar to the Existing Management Agreement, except that, under
the Amended Management Agreement, PI would be able to allocate Fund assets among
subadvisers, subject to Board approval. The Board also considered a number of
other factors, including the fact that authorizing PI to change subadvisers
without Shareholder approval would permit the Funds to change subadvisers in the
future without incurring the expense and delay of a Shareholder vote. The Board
gave strong consideration to the fact that PI had substantial experience in
evaluating investment advisers and would bring that experience to the task of
evaluating the subadvisers to the Fund in the future. The Board noted PI's
commitment to the maintenance of effective compliance programs. The Board also
gave weight to the fact that it would be beneficial to conform the advisory
structure of the Fund to the advisory structure already in place for other
mutual funds in the Trust and the Strategic Partners fund family, and would
place the Fund on equal footing with those other funds as to the speed and
efficiency of subadviser changes. After consideration of all these factors, the
Board concluded that adopting Proposal No. 3 is reasonable, fair and in the best
interests of the Fund and its Shareholders.
REQUIRED VOTE
Approval of this Proposal requires the affirmative vote of a majority of the
Fund's outstanding voting securities, as defined in the 1940 Act.
THE BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 3.
22
<Page>
TO APPROVE CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS
AND POLICIES (STYLE SPECIFIC, OPPORTUNITY FUNDS, AND TARGET ONLY)
PROPOSAL NOS. 4(a) - 4(g)
THIS PROPOSAL APPLIES TO ALL FUNDS OF STYLE SPECIFIC, OPPORTUNITY FUNDS AND
TARGET, EXCEPT AS DESCRIBED BELOW.
BACKGROUND
The Boards of Style Specific, Opportunity Funds, and Target have approved,
and recommend that Shareholders of each Fund approve, the amendment of certain
fundamental investment restrictions and policies of each Fund.
Each Fund has adopted fundamental investment restrictions and policies
regarding the management of the Fund's investments. The designation of these
restrictions and policies as "fundamental" means that they cannot be changed
without Shareholder approval. You are being asked to approve changes to your
Fund's fundamental investment restrictions and policies in order to:
(a) provide the Fund's Manager and subadviser(s) with additional flexibility to
pursue the Fund's investment objective; (b) allow the Fund to implement certain
investment programs that may help the Fund to achieve economies of scale by
participating in transactions with other Prudential Mutual Funds, such as joint
investment in affiliated investment companies and an inter-fund lending program;
and (c) eliminate investment restrictions that were imposed by state regulators
that are no longer required or that were imposed years ago, but do not support
the Manager's and subadviser(s)' strategy to pursue your Fund's investment
objective.
RISKS: The proposed fundamental investment restrictions are intended to
provide each Fund's Manager and subadviser(s) with flexibility in pursuing each
Fund's investment objective to respond to future investment opportunities, as
well as to clarify existing fundamental restrictions or to provide uniformity
among the Funds' policies. Generally, however, the proposed changes are not
expected to modify the way each Fund is currently managed. Certain specific
risks associated with each proposed fundamental investment limitation are
described below, however, the Manager does not anticipate that the proposed
changes, individually or in the aggregate, will materially change either the
level or the nature of risk associated with investing in each Fund. If adopted,
each Fund will interpret the new restrictions in light of exiting and future
exemptive orders, SEC releases, no-action letters or similar relief or
interpretations.
The Funds have similar, although not identical, fundamental investment
restrictions. Some of the differences are due to the Funds' different investment
objectives. Other differences are due to historical evolution. PI would like to
realign the Funds' limits by establishing uniform fundamental investment
restrictions, while achieving the goals described above. Consistency among the
Funds' fundamental investment restrictions should also facilitate the management
of the Funds since it will be easier for the Funds' Manager and subadviser(s) to
monitor compliance issues relating to the Funds if they have uniform investment
restrictions.
The 1940 Act requires a mutual fund to disclose, 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
23
<Page>
- making loans
In addition to the above items, a mutual fund is free to designate as
"fundamental" investment policies concerning other investment practices. As
discussed below, the Board of each Fund recommends that some of those
restrictions be amended.
SPECIFIC RECOMMENDATIONS
The Board of each Fund has approved the adoption of a uniform set of
fundamental investment restrictions. Each Fund's current fundamental investment
restrictions appear in that Fund's Statement of Additional Information. In
addition to variations among the Funds arising from their historical
development, there are also, and will continue to be, differences resulting from
a Fund's investment objective or, with respect to certain Funds, its operation
as a non-diversified Fund or its intention to concentrate its investments in a
specific industry or group of industries. The Table appearing at the end of this
Proposal provides a list of your Fund's current fundamental investment
restrictions and the proposed revisions to those restrictions.
The proposed uniform fundamental investment restrictions and policies are as
follows (the information in brackets is explanatory and is not part of the
restrictions):
The following restrictions are fundamental policies. Fundamental
policies are those that cannot be changed without the approval of the
holders of a majority of the Fund's outstanding voting securities. The term
"majority of the Fund's outstanding voting securities" for this purpose
means the vote of the lesser of (i) 67% or more of the voting shares of the
Fund represented at a meeting at which more than 50% of the outstanding
voting shares of the Fund are present in person or represented by proxy, or
(ii) more than 50% of outstanding voting shares of the Fund.
The Fund may not:
(1) Purchase the securities of any issuer if, as a result, the Fund would
fail to be a diversified company within the meaning of the 1940 Act, and
the rules and regulations promulgated thereunder, as each may be amended
from time to time except to the extent that the Fund may be permitted to
do so by exemptive order, SEC release, no-action letter or similar relief
or interpretations (collectively, the "1940 Act Laws, Interpretations and
Exemptions").
(2) Issue senior securities or borrow money or pledge its assets, except as
permitted by the 1940 Act Laws, Interpretations and Exemptions. For
purposes of this restriction, the purchase or sale of securities on a
when-issued or delayed delivery basis, reverse repurchase agreements,
dollar rolls, short sales, derivative and hedging transactions such as
interest rate swap transactions, and collateral arrangements with respect
thereto, and transactions similar to any of the foregoing and collateral
arrangements with respect thereto, and obligations of the Fund to
Trustees pursuant to deferred compensation arrangements are not deemed to
be a pledge of assets or the issuance of a senior security.
(3) Buy or sell real estate, except that investment in securities of issuers
that invest in real estate and investments in mortgage-backed securities,
mortgage participations or other instruments supported or secured by
interests in real estate are not subject to this limitation, and except
that 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.
(4) Buy or sell physical commodities or contracts involving physical
commodities. The Fund may purchase and sell (i) derivative, hedging and
similar instruments such as financial futures contracts and options
thereon, and (ii) securities or instruments backed by, or the return from
which is linked to, physical commodities or currencies, such as forward
currency exchange contracts, and the Fund may exercise rights relating to
such instruments, including the right to
24
<Page>
enforce security interests and to hold physical commodities and contracts
involving physical commodities acquired as a result of the Fund's
ownership of instruments supported or secured thereby until they can be
liquidated in an orderly manner.
(5) Purchase any security if as a result 25% or more of the Fund's total
assets would be invested in the securities of issuers having their
principal business activities in the same industry, except for temporary
defensive purposes, and except that this limitation does not apply to
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities.
(6) Act as underwriter except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed to be an
underwriter under certain federal securities laws.
(7) The Fund may make loans, including loans of assets of the Fund,
repurchase agreements, trade claims, loan participations or similar
investments, or as permitted by the 1940 Act Laws, Interpretations and
Exemptions. The acquisition of bonds, debentures, other debt securities
or instruments, or participations or other interests therein and
investments in government obligations, commercial paper, certificates of
deposit, bankers' acceptances or instruments similar to any of the
foregoing will not be considered the making of a loan, and is permitted
if consistent with the Fund's investment objective.
[For purposes of Investment Restriction 1, the Fund will currently not
purchase any security (other than obligations of the U.S. government, its
agencies or instrumentalities) if as a result, with respect to 75% of the
Fund's total assets, (i) more than 5% of the Fund's total assets (determined
at the time of investment) would be invested in securities of a single
issuer and (ii) the Fund would own more than 10% of the outstanding voting
securities of any single issuer.
For purposes of Investment Restriction 5, the Fund relies on The North
American Industry Classification System published by the Bureau of Economic
Analysis, U.S. Department of Commerce, in determining industry
classification. The Fund's reliance on this classification system is not a
fundamental policy of the Fund and, therefore, can be changed without
Shareholder approval.
Whenever any fundamental investment policy or investment restriction
states a maximum percentage of the Fund's assets, it is intended that, if
the percentage limitation is met at the time the investment is made, a later
change in percentage resulting from changing total asset values will not be
considered a violation of such policy. However, if the Fund's asset coverage
for borrowings permitted by Investment Restriction 2 falls below 300%, the
Fund will take prompt action to reduce its borrowings, as required by the
1940 Act Laws, Interpretations and Exemptions.]
PROPOSAL 4(a): FUND DIVERSIFICATION
THIS PROPOSAL APPLIES TO ALL FUNDS EXCEPT FOCUSED GROWTH, FOCUSED VALUE, NEW ERA
GROWTH, MID-CAP VALUE, AND TARGET INTERNATIONAL BOND.
The Funds are operated as diversified investment companies under the 1940
Act. In general, this means that, with respect to 75% of the value of a Fund's
total assets, the Fund invests in cash, cash items, obligations of the U.S.
government, its agencies or instrumentalities, securities of other investment
companies and other securities. The "other securities" are subject to the
additional requirement that not more than 5% of total assets will be invested in
the securities of a single issuer and that the Fund will not hold more than 10%
of an issuer's outstanding voting securities.
The proposed amendment would restrict such a Fund from purchasing the
securities of any issuer if, as a result, the Fund would fail to be a
diversified management company within the meaning of the 1940 Act and the rules
and regulations promulgated thereunder, except to the extent that the Fund may
be permitted to do so by the 1940 Act Laws, Interpretations and Exemptions. The
restriction is accompanied by a note that indicates what the 1940 Act currently
requires for the Fund to be "diversified." The Fund
25
<Page>
would, however, be free to amend that note if applicable laws are amended or the
Fund receives an exemption from the requirements imposed by applicable law.
RECOMMENDATION: To provide flexibility as laws change or relief is obtained
from the SEC or its Staff, while also requiring these Funds to comply with the
currently applicable definition of a "diversified" investment company, the Board
of each such Fund recommends that Shareholders adopt the following as a
fundamental investment restriction:
The Fund may not:
Purchase the securities of any issuer if, as a result, the Fund would
fail to be a diversified company within the meaning of the 1940 Act, and
the rules and regulations promulgated thereunder, as each may be amended
from time to time, except to the extent that the Fund may be permitted to
do so by exemptive order, SEC release, no-action letter or similar relief
or interpretations (collectively, the "1940 Act Laws, Interpretations and
Exemptions").
The following note accompanies this investment restriction:
For purposes of Investment Restriction 1, the Fund will currently not
purchase any security (other than obligations of the U.S. government, its
agencies or instrumentalities) if as a result, with respect to 75% of the
Fund's total assets, (i) more than 5% of the Fund's total assets
(determined at the time of investment) would be invested in securities of
a single issuer and (ii) the Fund would own more than 10% of the
outstanding voting securities of any single issuer.
PROPOSAL 4(b): ISSUING SENIOR SECURITIES, BORROWING MONEY OR PLEDGING ASSETS
The Funds are permitted to borrow money and pledge assets to secure such
borrowings. However, the amount that may be borrowed, the purposes for which
borrowings may be made, and the amount of securities that may be pledged vary.
The proposed amendment would allow each Fund to borrow money and pledge its
assets to secure such borrowings to the extent permitted by the 1940 Act Laws,
Interpretations and Exemptions. The restriction is accompanied by a note stating
that if asset coverage for a borrowing falls below 300%, the Fund will take
prompt action to reduce its borrowings. This note is to reflect the current
requirement that the Fund limit borrowing to one-third of its total assets.
However, a Fund would be free to amend its borrowing limitations if applicable
law changes or the Fund receives an exemption from the requirements imposed by
applicable law. None of the Funds currently has pending or currently proposes to
file a request for exemptive relief to permit it to borrow with an asset
coverage ratio of less than 300%. Moreover, there can be no assurance that the
SEC Staff would grant exemptive or similar relief if requested.
Under the proposed investment restriction, the Fund could borrow money for
temporary, extraordinary or emergency purposes or for the clearance of
transactions and to take advantage of investment opportunities. Notwithstanding
the increased flexibility under the proposed restriction, the Fund does not
intend to change its investment practices at this time. In addition, under the
proposed investment restriction, the Fund would not be precluded from lending to
and borrowing from other Prudential Mutual Funds if the SEC staff grants
exemptive relief which would permit borrowing and lending between the Funds and
the Funds adopt such an inter-fund lending program. If the Fund obtains such
relief, the borrowing Fund may be able to reduce the cost of borrowing money and
the lending Fund may be able to generate interest income.
RISKS: If a Fund borrows money to invest in securities and the investment
performance of the additional securities purchased fails to cover their cost
(including any interest paid on the money borrowed), the net asset value of the
Fund's shares will decrease faster than would otherwise be the case. This is the
speculative factor known as "leverage." In order to reduce the risk presented by
leverage, each
26
<Page>
of the Funds intends to not purchase portfolio securities when borrowings exceed
5% of the value of its total assets. This policy may be changed by the Trustees.
If the Fund's asset coverage should decline as a result of market
fluctuations or other reasons, the Fund may be required to sell portfolio
securities to reduce the debt and restore the 300% asset coverage, even though
it may be disadvantageous from an investment standpoint to sell securities at
that time.
Short sales involve costs and risks. The Fund must pay the lender interest
on the security it borrows, and the Fund will lose money if the price of the
security increases between the time of the short sale and the date when the Fund
replaces the borrowed security.
RECOMMENDATION: To provide flexibility as laws change or relief may be
obtained from the SEC or its Staff, while also requiring the Fund to comply with
currently applicable restrictions on issuing senior securities, borrowing money
and pledging assets, the Board of each Fund recommends that Shareholders adopt
the following as a fundamental investment restriction:
The Fund may not:
Issue senior securities or borrow money or pledge its assets, except as
permitted by the 1940 Act Laws, Interpretations and Exemptions. For
purposes of this restriction, the purchase or sale of securities on a
when-issued or delayed delivery basis, reverse repurchase agreements,
dollar rolls, short sales, derivative and hedging transactions such as
interest rate swap transactions, and collateral arrangements with respect
thereto, and transactions similar to any of the foregoing, and collateral
arrangements with respect thereto, and obligations of the Fund to
Trustees pursuant to deferred compensation arrangements are not deemed to
be a pledge of assets or the issuance of a senior security.
The following note accompanies this investment restriction:
If the Fund's asset coverage for borrowings permitted by Investment
Restriction 2, above, falls below 300%, the Fund will take prompt action
to reduce its borrowings, as required by the 1940 Act Laws,
Interpretations and Exemptions.
PROPOSAL 4(c): BUYING AND SELLING REAL ESTATE
None of the Funds is permitted to buy or sell real estate. However, the
Funds are permitted to invest in the securities of companies that invest in real
estate or to invest in mortgage-backed securities, mortgage participations or
other instruments supported by interests in real estate.
The proposed investment restriction confirms that each Fund may not buy or
sell real estate. The restriction also clarifies that each Fund may make
investments in securities that are real estate-related, as described in the
restriction. In addition, the amended investment restriction allows a Fund that
holds real estate due to the enforcement of rights under an agreement or a
security interest (not through a purchase of the real estate) to hold the real
estate until it can be sold in an orderly manner.
RISKS: The performance of real estate-related securities depends upon the
strength of the real estate market and property management. Thus, investment
performance can be affected by national and regional economic conditions, as
well as other factors. These factors can have a more pronounced impact on
performance than investments in other securities.
27
<Page>
RECOMMENDATION: To clarify the Fund's investment restriction with respect
to investments in real estate and real estate-related securities, the Board of
each Fund recommends that Shareholders adopt the following as a fundamental
investment restriction:
The Fund may not:
Buy or sell real estate, except that investment in securities of issuers
that invest in real estate and investments in mortgage-backed securities,
mortgage participations or other instruments supported or secured by
interests in real estate are not subject to this limitation, and except
that 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.
PROPOSAL 4(d): BUYING AND SELLING COMMODITIES AND COMMODITY CONTRACTS
None of the Funds is permitted to buy or sell commodities or commodity
contracts. The Funds are permitted to invest in financial futures contracts,
options on financial futures contracts and forward currency exchange contracts,
and in the securities of companies that sponsor mineral exploration or
development programs, which are not viewed as commodity contracts for purposes
of the fundamental restriction.
The proposed investment restriction confirms that each Fund may not buy or
sell commodities or commodity contracts. The restriction also clarifies that a
Fund's investment in financial futures contracts, options on financial futures
contracts and forward currency exchange contracts is not subject to the
restriction applicable to commodity contracts and similar types of instruments.
If your Fund intends to utilize financial futures contracts, options on
financial futures contracts or formal currency exchange contracts, a description
of these instruments will appear in the Fund's Prospectus or Statement of
Additional Information.
Because the uniform restriction relating to commodities and futures
contracts would not prohibit investment in financial futures contracts and
related investment types, Target U.S. Government will limit its investment
activities to remain in compliance with applicable regulations. However, this
Fund will have the flexibility to change its respective policy in the future in
the event of future changes in regulations.
If the proposed investment restriction is approved as to a Fund, that Fund's
restriction, if any, prohibiting the Fund from investing in interests in oil,
gas or other mineral exploration or development programs, will be eliminated.
RISKS: Financial futures contracts, options on financial futures contracts
and similar types of instruments and forward currency exchange contracts may be
used by a Fund as a hedging device or, in some circumstances, for speculation.
Due to imperfect correlation between the price of futures contracts and
movements in a currency or a group of currencies, the price of a futures
contract may move more or less than the price of the currency or currencies
being hedged. The use of these instruments will hedge only the currency risks
associated with investments in foreign securities, not market risk. In the case
of futures contracts on a securities indices or a security, the correlation
between the price of the futures contract and the movement of the index or
security may not be perfect. Therefore, even correct forecast of currency rates,
market trends or international political trends by your Fund's investment
adviser does not assume a successful hedging transaction.
In addition, a Fund's ability to establish and close out positions in
futures contracts and options on futures contracts will be subject to the
development and maintenance of liquid markets. There is no assurance that a
liquid market on an exchange will exist for any futures contract or option on a
particular futures contract. If no liquid market exists for a particular futures
contract or option on a futures contract in which a Fund invests, it will not be
possible to effect a closing transaction in that contract or to do so at a
satisfactory price and the Fund would have to either make or take delivery under
the futures contract or, in
28
<Page>
the case of a written option, wait to sell the underlying securities until the
option expires or is exercised or, in the case of a purchased option, exercise
the option.
Successful use of futures contracts, options on futures contracts and
forward currency exchange contracts and similar types of instruments by a Fund
is subject to the ability of an investment adviser to predict correctly
movements in the direction of interest and foreign currency rates and markets
generally. If the investment adviser's expectations are not met, the Fund may be
in a worse position than if the strategy had not been pursued.
RECOMMENDATION: In order to clarify and provide uniformity among the Funds'
restrictions applicable to investments in commodities and commodity contracts,
the Board of each Fund recommends that Shareholders adopt the following as a
fundamental investment restriction:
The Fund may not:
Buy or sell physical commodities or contracts involving physical
commodities. The Fund may purchase and sell (i) derivative, hedging and
similar instruments such as financial futures contracts and options
thereon, and (ii) securities or instruments backed by, or the return from
which is linked to, physical commodities or currencies, such as forward
currency exchange contracts, and the Fund may exercise rights relating to
such instruments, including the right to enforce security interests and
to hold physical commodities and contracts involving physical commodities
acquired as a result of the Fund's ownership of instruments supported or
secured thereby until they can be liquidated in an orderly manner.
PROPOSAL 4(e): FUND CONCENTRATION
All of the Funds invest their portfolios to avoid "concentration" in a
particular industry or group of industries. The 1940 Act requires that a mutual
fund recite in its registration statement its policy regarding concentration. If
a Fund has a policy not to "concentrate", this means that, except for temporary
defensive purposes, less than 25% of the Fund's net assets will be invested in
the securities of issuers in the same industry. This limitation does not apply
to securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities.
The proposed amendment is not intended to change a Fund's policy regarding
concentration, but to provide uniformity in disclosure of the policy among the
Funds and the other Prudential Mutual Funds having a policy not to concentrate
their investments. The restriction is accompanied by a note that indicates the
manner in which the Fund will determine industry classification. The Fund would,
however, be free to change its classification system.
RISKS: Although the Funds do not concentrate their investment in a
particular industry or group of industries, they may, for temporary defensive
purposes, do so. If this occurs, a Fund would, on a temporary basis, be subject
to risks that may be unique or pronounced relating to a particular industry or
group of industries. These risks could include greater sensitivity to
inflationary pressures or supply and demand for a particular product or service.
RECOMMENDATION: The Board of each Fund recommends that Shareholders adopt
the following as a fundamental investment restriction:
The Fund may not:
Purchase any security if as a result 25% or more of the Fund's total
assets would be invested in the securities of issuers having their
principal business activities in the same industry, except for temporary
defensive purposes, and except that this limitation does not apply to
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities.
29
<Page>
PROPOSAL 4(f): MAKING LOANS
The Funds currently lend money and assets in limited situations. The Funds
may, for example, purchase certain debt securities of governments, corporate
issuers or banks, as described in each Fund's current registration statement and
the proposed investment restriction.
Each Fund also may engage in repurchase agreement transactions, where the
Fund purchases securities from a broker or bank with an agreement by the seller
to repurchase the securities at an agreed upon price at an agreed upon time.
These transactions allow the Fund to invest its cash to generate income, usually
on a short-term basis, while maintaining liquidity to honor its redemption
obligations. Generating portfolio income through investment in repurchase
agreements is not an integral part of your Fund's investment program. A Fund
would engage in these transactions primarily to keep its cash fully invested,
but available to meet redemption requests.
The Funds have established a securities lending program where they use a
securities lending agent to locate institutions that, on a temporary basis, seek
to hold certain securities that are owned by a Fund. In these transactions, a
Fund transfers its ownership interest in a security with the right to receive
income from the borrower and the right to have the security returned to the Fund
on short notice, for example, to enable the Fund to vote the securities.
Securities lending allows a Fund to generate income on portfolio securities to
enhance the Fund's returns.
In recognition of the fact that the Funds do make loans of assets, the
revised investment policy is intended to eliminate the current investment
restriction. The new disclosure more accurately describes the Funds' lending
activities and plans to make loans of assets in the future. The new policy would
not prevent a Fund's purchase of debt securities, including investments in
government securities, corporate debt securities and certain bank obligations.
The new policy would permit the Funds to lend money to the other Prudential
Mutual Funds, as explained in Proposal 4(b). The new investment policy would
also allow a Fund to engage in repurchase agreement transactions and securities
lending without these activities being deemed prohibited loans.
RISKS: Where a Fund engages in securities lending, it assumes a risk that a
borrower fails to maintain the required amount of collateral. The Fund or its
lending agent would be required to pursue the borrower for any excess
replacement cost over the value of the collateral. As with any extensions of
credit, there are risks of delay in recovery and in some cases loss of rights in
the collateral if the borrower of the securities fails financially. To mitigate
these risks, each Fund's investment adviser makes loans of portfolio securities
only to firms determined to be creditworthy.
In repurchase agreement transactions, a seller of a security agrees to
repurchase that security from a Fund at a mutually agreed-upon time and price.
The repurchase price is in excess of the purchase price, reflecting an
agreed-upon rate of return effective for the period of time the Fund's money is
invested in the transaction. If a seller fails to repurchase securities as
required by its agreement with the Fund and the value of the collateral securing
the repurchase agreement declines, the Fund may lose money. To address this
risk, each Fund's investment adviser enters into repurchase agreements only with
firms determined to be creditworthy.
30
<Page>
RECOMMENDATION: In order to provide uniformity among the Funds' policies
applicable to making loans, including allowing the Funds to implement their
securities lending program as described above, the Board of each Fund recommends
that Shareholders adopt the following as a fundamental investment policy:
The Fund may make loans, including loans of assets of the Fund,
repurchase agreements, trade claims, loan participations or similar
investments, or as permitted by the 1940 Act Laws, Interpretations and
Exemptions. The acquisition of bonds, debentures, other debt securities
or instruments, or participations or other interests therein and
investments in government obligations, commercial paper, certificates of
deposit, bankers' acceptances or instruments similar to any of the
foregoing is not considered the making of a loan, and is permitted if
consistent with the Fund's investment objective.
PROPOSAL 4(g): OTHER INVESTMENT RESTRICTIONS
Certain Funds have adopted additional fundamental investment restrictions
which were required to be designated as fundamental by state securities laws.
These state securities laws have since been repealed or are otherwise no longer
applicable to these Funds.
To provide maximum flexibility in managing the Funds and uniformity in the
restrictions applicable to these Funds, the Board of each such Fund proposes
that all investment restrictions and policies of each such Fund, apart from its
investment objective and other than those listed in Proposals No. 4(a) through
4(f), and each Fund's current fundamental restriction on underwriting, be
designated as non-fundamental or be eliminated. The specific investment
restrictions and policies affected by Proposal No. 4 are identified in the table
below. If Shareholders of a Fund approve Proposal No. 4(g), all of the Fund's
investment restrictions and policies (apart from its investment objective, those
restrictions listed in Proposals No. 4(a) through 4(f) and each Fund's current
fundamental restriction on underwriting) will be non-fundamental or eliminated
as indicated below. If Shareholders of a Fund reject Proposal No. 4(g), the
Fund's additional current fundamental investment restrictions will remain
fundamental.
If designated non-fundamental, such investment restriction or policy could
be changed by the Board of Trustees without Shareholder approval, although
Shareholders would be informed of any material change to any non-fundamental
restriction or policy prior to the implementation of the change. There is no
current intention to change the investment restrictions of each such Fund that
will be designated non-fundamental apart from the restrictions relating to
investing in other investment companies, as described below.
Currently, under the 1940 Act, a Fund may invest in securities of other
investment companies subject to certain limitations. The Funds have obtained an
exemptive order from the SEC that allows each Fund greater flexibility to invest
in securities of other investment companies -- up to 25% of each Fund's assets
in shares of affiliated mutual funds. Such investment would be made to
facilitate your Fund's investment of its cash and short-term investments. The
ability to invest in an affiliated mutual fund should allow each Fund to reduce
the administrative burdens and costs associated with investing in money market
instruments and short-term debt securities. Each Fund would be permitted to
invest in an affiliated mutual fund only if the investment is consistent with
the Fund's investment objective and strategy. If Shareholders approve the
designation of a Fund's investment in mutual funds as a non-fundamental
investment restriction, we anticipate that such Fund's Board will amend the
investment restriction to implement the cash management strategy permitted by
the SEC relief.
31
<Page>
PROPOSED AMENDMENTS TO FUNDAMENTAL
INVESTMENT RESTRICTIONS AND POLICIES
The following chart compares each Fund's fundamental investment restrictions
and policies as they currently exist to the proposed amended provisions.
<Table>
<Caption>
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- -------------------- --------------------------------------------
STRATEGIC PARTNERS OPPORTUNITY FUNDS
STRATEGIC PARTNERS FOCUSED GROWTH FUND
STRATEGIC PARTNERS NEW ERA GROWTH FUND
STRATEGIC PARTNERS FOCUSED VALUE FUND
STRATEGIC PARTNERS MID-CAP VALUE FUND
PURCHASING SECURITIES ON MARGIN The restriction will be eliminated.
The Fund may not: Purchase securities on
margin (but a Fund may obtain short-term
credits as may be necessary for the
clearance of transactions); provided that
the deposit or payment by the Fund of
initial or maintenance margin in connection
with futures or options is not considered
the purchase of a security on margin.
SHORT SALES OF SECURITIES The restriction will be eliminated.
The Fund may not: Make short sales of
securities or maintain a short position if,
when added together, more than 25% of the
value of a Fund's net assets would be
(i) deposited as collateral for the
obligation to replace securities borrowed to
effect short sales and (ii) allocated to
segregated accounts in connection with short
sales. Short sales "against-the-box" are not
subject to this limitation.
ISSUING SENIOR SECURITIES, BORROWING MONEY The Fund may not: Issue senior securities or
OR PLEDGING ASSETS borrow money or pledge its assets, except as
The Fund may not: Issue senior securities, permitted by the Investment Company Act of
borrow money or pledge its assets, except 1940, and the rules and regulations
that the Fund may borrow from banks up to promulgated thereunder, as each may be
33 1/3% of the value of its total assets amended from time to time except to the
(calculated when the loan is made) for extent that the Fund may be permitted to do
temporary, extraordinary or emergency so by exemptive order, SEC release,
purposes or for the clearance of no-action letter or similar relief or
transactions. Each Fund may pledge up to 20% interpretations (collectively, the "1940 Act
of the value of its total assets to secure Laws, Interpretations and Exemptions"). For
such borrowings. For purposes of this purposes of this restriction, the purchase
restriction, the purchase or sale of or sale of securities on a when-issued or
securities on a when-issued or delayed delayed delivery basis, reverse repurchase
delivery basis, forward foreign currency agreements, dollar rolls, short sales,
exchange contracts and collateral derivative and hedging transactions such as
arrangements relating thereto and collateral interest rate swap transactions, and
arrangements with respect to futures collateral arrangements with respect
contracts and options thereon and with thereto, and transactions similar to any
respect to the
</Table>
32
<Page>
<Table>
<Caption>
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- -------------------- --------------------------------------------
writing of options and obligations of a Fund of the foregoing, and collateral
to Trustees pursuant to deferred arrangements with respect thereto, and
compensation arrangements are not deemed to obligations of the Fund to Trustees pursuant
be a pledge of assets subject to this to deferred compensation arrangements are
restriction. not deemed to be a pledge of assets or the
issuance of a senior security.
PURCHASING SECURITIES OF A SINGLE ISSUER The restriction will be eliminated with
(FOCUSED GROWTH AND NEW ERA GROWTH ONLY) respect to these two Funds. AS
The Fund may not: Purchase more than 10% of NON-DIVERSIFIED FUNDS, THEY DO NOT HAVE
the outstanding voting securities of any one RESTRICTIONS LIMITING INVESTMENT IN A SINGLE
issuer. ISSUER UNDER THE INVESTMENT COMPANY ACT.
PURCHASING SECURITIES OF A SINGLE INDUSTRY The Fund may not: Purchase any security if
The Fund may not: Purchase any security as a result more than 25% of the Fund's
(other than obligations of the U.S. total assets would be invested in the
Government, its agencies and securities of issuers having their principal
instrumentalities) if, as a result 25% or business activities in the same industry,
more of the value of the Fund's total assets except for temporary defensive purposes, and
(determined at the time of investment) would except that this limitation does not apply
be invested in a single industry. to securities issued or guaranteed by the
U.S. government, its agencies or
instrumentalities.
BUYING OR SELLING REAL ESTATE OR INTERESTS The Fund may not: Buy or sell real estate,
IN REAL ESTATE except that investment in securities of
The Fund may not: Buy or sell real estate or issuers that invest in real estate and
interests in real estate, except that each investments in mortgage-backed securities,
Fund may purchase and sell securities which mortgage participations or other instruments
are secured by real estate, securities of supported or secured by interests in real
companies which invest or deal in real estate are not subject to this limitation,
estate and publicly traded securities of and except that the Fund may exercise rights
real estate investment trusts. 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.
BUYING OR SELLING COMMODITIES OR COMMODITY The Fund may not: Buy or sell physical
CONTRACTS commodities or contracts involving physical
The Fund may not: Buy or sell commodities or commodities. The Fund may purchase and sell
commodity contracts, except that each Fund (i) derivative, hedging and similar
may purchase and sell financial futures instruments such as financial futures and
contracts and options thereon, and forward options thereon, and (ii) securities or
foreign currency exchange contracts. instruments backed by, or the return from
which is linked to, physical commodities or
currencies, such as forward currency
exchange contracts, and the Fund may
exercise rights relating to such
instruments, including the right to enforce
security interests and to hold physical
commodities and contracts involving physical
commodities acquired as a result of the
Fund's ownership of instruments supported or
secured thereby until they can be liquidated
in an orderly manner.
</Table>
33
<Page>
<Table>
<Caption>
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- -------------------- --------------------------------------------
ACTING AS AN UNDERWRITER No change.
The Fund may not: Act as underwriter except
to the extent that, in connection with the
disposition of portfolio securities, it may
be deemed to be an underwriter under certain
federal securities laws.
INVESTING TO EXERCISE CONTROL OR MANAGEMENT This restriction will not change, but will
The Fund may not: Make investments for the become non-fundamental.
purpose of exercising control or management.
INVESTING IN SECURITIES OF OTHER INVESTMENT This restriction will become
COMPANIES non-fundamental, and will be changed as
The Fund may not: Invest in securities of follows:
other non-affiliated investment companies,
except by purchases in the open market The Fund may not: Invest in securities of
involving only customary brokerage other registered investment companies,
commissions and as a result of which the except as permitted under applicable law or
Fund will not hold more than 3% of the by the Securities and Exchange Commission.
outstanding voting securities of any one
investment company, will not have invested
more than 5% of its total assets in any one
investment company and will not have
invested more than 10% of its total assets
(determined at the time of investment) in
such securities of one or more investment
companies, or except as part of a merger,
consolidation or other acquisition.
MAKING LOANS The Fund may make loans, including loans of
The Fund may not: Make loans, except through assets of the Fund, repurchase agreements,
(a) repurchase agreements and (b) loans of trade claims, loan participations or similar
portfolio securities limited to 33 1/3% of investments, or as permitted by the 1940 Act
the value of the Fund's total assets. Laws, Interpretations and Exemptions. The
acquisition of bonds, debentures, other debt
securities or instruments, or participations
or other interests therein and investments
in government obligations, commercial paper,
certificates of deposit, bankers'
acceptances or instruments similar to any of
the foregoing will not be considered the
making of a loan, and is permitted if
consistent with the Fund's investment
objective.
STRATEGIC PARTNERS STYLE SPECIFIC FUNDS
STRATEGIC PARTNERS LARGE CAP GROWTH FUND
STRATEGIC PARTNERS LARGE CAP VALUE FUND
STRATEGIC PARTNERS SMALL CAP GROWTH FUND
STRATEGIC PARTNERS SMALL CAP VALUE FUND
STRATEGIC PARTNERS INTERNATIONAL EQUITY
FUND
STRATEGIC PARTNERS TOTAL RETURN BOND
FUND
</Table>
34
<Page>
<Table>
<Caption>
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- -------------------- --------------------------------------------
PURCHASING SECURITIES ON MARGIN The restriction will be eliminated.
The Fund may not: Purchase securities on
margin (but the Fund may obtain such short-
term credits as may be necessary for the
clearance of transactions); provided that
the deposit or payment by the Fund of
initial or variation margin in connection
with options or futures contracts is not
considered the purchase of a security on
margin.
SHORT SALES OF SECURITIES The restriction will be eliminated.
The Fund may not: Make short sales of
securities or maintain a short position if,
when added together, more than 25% of the
value of a Fund's net assets would be
(1) deposited as collateral for the
obligation to replace securities borrowed to
effect short sales and (2) allocated to
segregated accounts in connection with short
sales. Short sales "against-the-box" are not
subject to this limitation
ISSUING SENIOR SECURITIES, BORROWING MONEY The Fund may not: Issue senior securities or
OR PLEDGING ASSETS borrow money or pledge its assets, except as
The Fund may not: Issue senior securities, permitted by the Investment Company Act of
borrow money or pledge its assets, except 1940, and the rules and regulations
that the Fund may borrow from banks or promulgated thereunder, as each may be
through dollar rolls or reverse repurchase amended from time to time except to the
agreements up to 33 1/3% of the value of its extent that the Fund may be permitted to do
total assets (calculated when the loan is so by exemptive order, SEC release,
made) for temporary, extraordinary or no-action letter or similar relief or
emergency purposes, to take advantage of interpretations (collectively, the "1940 Act
investment opportunities or for the Laws, Interpretations and Exemptions"). For
clearance of transactions and may pledge its purposes of this restriction, the purchase
assets to secure such borrowings. For or sale of securities on a when-issued or
purposes of this restriction, the purchase delayed delivery basis, reverse repurchase
or sale of securities on a when-issued or agreements, dollar rolls, short sales,
delayed delivery basis, forward foreign derivative and hedging transactions such as
currency exchange contracts and collateral interest rate swap transactions, and
arrangements relating thereto, and collateral arrangements with respect
collateral arrangements with respect to thereto, and transactions similar to any of
futures contracts and options thereon and the foregoing, and collateral arrangements
with respect to the writing of options and with respect thereto, and obligations of the
obligations of the Trust to Trustees Fund to Trustees pursuant to deferred
pursuant to deferred compensation compensation arrangements are not deemed to
arrangements are not deemed to be a pledge be a pledge of assets or the issuance of a
of assets or the issuance of a senior senior security.
security subject to this restriction.
PURCHASING SECURITIES OF A SINGLE ISSUER The Fund may not: Purchase the securities of
The Fund may not: Purchase any security any issuer if, as a result, the Fund would
(other than obligations of the U.S. fail to be a diversified company within the
Government, its agencies or meaning of the 1940 Act Laws,
instrumentalities) if as a result with Interpretations and Exemptions.
respect to 75% of its total assets, more
than 5% of the Fund's total assets
(determined at the
</Table>
35
<Page>
<Table>
<Caption>
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- -------------------- --------------------------------------------
time of investment) would then be invested
in the securities of a single issuer, except
as permitted by Section 5(b)(1) of the 1940
Act or any successor provision on the
requirements applicable to diversified
investment companies.
The Fund may not: Purchase more than 10% of
all outstanding voting securities of any one
issuer.
PURCHASING SECURITIES OF A SINGLE INDUSTRY The Fund may not: Purchase any security if
The Fund may not: Purchase any securities as a result more than 25% of the Fund's
(other than obligations of the U.S. total assets would be invested in the
Government, its agencies and securities of issuers having their principal
instrumentalities) if, as a result 25% or business activities in the same industry,
more of the value of the Fund's total assets except for temporary defensive purposes, and
(determined at the time of investment) would except that this limitation does not apply
be invested in one or more issuers having to securities issued or guaranteed by the
their principal business activities in the U.S. government, its agencies or
same industry. instrumentalities.
BUYING OR SELLING REAL ESTATE OR INTERESTS The Fund may not: Buy or sell real estate,
IN REAL ESTATE except that investment in securities of
The Fund may not: Buy or sell real estate or issuers that invest in real estate and
interests in real estate, except that the investments in mortgage-backed securities,
Fund may purchase and sell mortgage-backed mortgage participations or other instruments
securities, securities collateralized by supported or secured by interests in real
mortgages, securities which are secured by estate are not subject to this limitation,
real estate, securities of companies which and except that the Fund may exercise rights
invest or deal in real estate and publicly relating to such securities, including the
traded securities of real estate investment right to enforce security interests and to
trusts. hold real estate acquired by reason of such
enforcement until that real estate can be
liquidated in an orderly manner.
BUYING OR SELLING COMMODITIES OR COMMODITY A new fundamental restriction will be added
CONTRACTS as follows:
[No current restriction.] The Fund may not: Buy or sell physical
commodities or contracts involving physical
commodities. The Fund may purchase and sell
(i) derivative, hedging and similar
instruments such as financial futures and
options thereon, and (ii) securities or
instruments backed by, or the return from
which is linked to, physical commodities or
currencies, such as forward currency
exchange contracts, and the Fund may
exercise rights relating to such
instruments, including the right to enforce
security interests and to hold physical
commodities and contracts involving physical
commodities acquired as a result of the
Fund's ownership of instruments supported or
secured thereby until they can be liquidated
in an orderly manner.
</Table>
36
<Page>
<Table>
<Caption>
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- -------------------- --------------------------------------------
ACTING AS AN UNDERWRITER No change.
The Fund may not: Act as underwriter except
to the extent that, in connection with the
disposition of portfolio securities, it may
be deemed to be an underwriter under certain
federal securities laws. Each Fund may
purchase restricted securities without
limit.
INVESTING TO EXERCISE CONTROL OR MANAGEMENT This restriction will not change, but will
The Fund may not: Make investments for the become non-fundamental.
purpose of exercising control or management.
INVESTING IN SECURITIES OF OTHER INVESTMENT A new non-fundamental restriction will be
COMPANIES added as follows:
[No current restriction.] The Fund may not: Invest in securities of
other registered investment companies,
except as permitted under applicable law or
by the Securities and Exchange Commission.
MAKING LOANS The Fund may make loans, including loans of
The Fund may not: Make loans, except through assets of the Fund, repurchase agreements,
(1) repurchase agreements and (2) loans of trade claims, loan participations or similar
portfolio securities limited to 33 1/3% of investments, or as permitted by the 1940 Act
the value of the Fund's total assets. For Laws, Interpretations and Exemptions. The
purposes of this limitation on securities acquisition of bonds, debentures, other debt
lending, the value of the Fund's total securities or instruments, or participations
assets includes the collateral received in or other interests therein and investments
the transactions. in government obligations, commercial paper,
certificates of deposit, bankers'
acceptances or instruments similar to any of
the foregoing will not be considered the
making of a loan, and is permitted if
consistent with the Fund's investment
objective.
THE TARGET PORTFOLIO TRUST
TARGET LARGE CAP GROWTH
TARGET LARGE CAP VALUE
TARGET SMALL CAP GROWTH
TARGET SMALL CAP VALUE
TARGET INTERNATIONAL EQUITY
TARGET INTERNATIONAL BOND
TARGET TOTAL RETURN BOND
TARGET INTERMEDIATE BOND
TARGET MORTGAGE
TARGET U.S. GOVERNMENT
PURCHASING SECURITIES ON MARGIN The restriction will be eliminated.
A Portfolio may not: Purchase securities on
margin (but the Portfolio may obtain
short-term credits as may be necessary for
the clearance of transactions); provided
that the deposit or payment by the Portfolio
of initial or variation
</Table>
37
<Page>
<Table>
<Caption>
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- -------------------- --------------------------------------------
margin in connection with futures or options
is not considered the purchase of a security
on margin.
SHORT SALES OF SECURITIES The restriction will be eliminated.
A Portfolio may not: Make short sales of
securities, or maintain a short position if,
when added together, more than 25% of the
value of the Portfolio's net assets would be
(i) deposited as collateral for the
obligation to replace securities borrowed to
effect short sales and (ii) allocated to
segregated accounts in connection with short
sales. Short sales "against-the-box" are not
subject to this limitation.
ISSUING SENIOR SECURITIES, BORROWING MONEY A Portfolio may not: Issue senior securities
OR PLEDGING ASSETS or borrow money or pledge its assets, except
A Portfolio may not: Issue senior as permitted by the Investment Company Act
securities, borrow money or pledge its of 1940, and the rules and regulations
assets, except that the Portfolio may borrow promulgated thereunder, as each may be
from banks or through dollar rolls or amended from time to time except to the
reverse repurchase agreements up to 33 1/3% extent that the Portfolio may be permitted
of the value of its total assets (calculated to do so by exemptive order, SEC release,
when the loan is made) for temporary, no-action letter or similar relief or
extraordinary or emergency purposes, to take interpretations (collectively, the "1940 Act
advantage of investment opportunities or for Laws, Interpretations and Exemptions"). For
the clearance of transactions and may pledge purposes of this restriction, the purchase
its assets to secure such borrowings. For or sale of securities on a when-issued or
purposes of this restriction, the purchase delayed delivery basis, reverse repurchase
or sale of securities on a "when-issued" or agreements, dollar rolls, short sales,
delayed delivery basis, forward foreign derivative and hedging transactions such as
currency exchange contracts and collateral interest rate swap transactions, and
arrangements relating thereto, and collateral arrangements with respect
collateral arrangements with respect to thereto, and transactions similar to any of
futures and options thereon and with respect the foregoing, and collateral arrangements
to the writing of options and obligations of with respect thereto, and obligations of the
the Trust to Trustees pursuant to deferred Portfolio to Trustees pursuant to deferred
compensation arrangements are not deemed to compensation arrangements are not deemed to
be a pledge of assets subject to this be a pledge of assets or the issuance of a
restriction and such arrangements are not senior security.
deemed to be the issuance of a senior
security subject to this restriction.
PURCHASING SECURITIES OF A SINGLE ISSUER OR EACH PORTFOLIO OTHER THAN THE INTERNATIONAL
IN A SINGLE INDUSTRY BOND PORTFOLIO:
A Portfolio may not: Purchase any security
(other than obligations of the U.S. A Portfolio may not: Purchase the securities
Government, its agencies or of any issuer if, as a result, the Portfolio
instrumentalities) if as a result would fail to be a diversified company
(i) except with respect to the International within the meaning of the 1940 Act Laws,
Bond Portfolio, with respect to 75% of total Interpretations and Exemptions.
assets, more than 5% of the Portfolio's
total assets (determined at the time of AS A NON-DIVERSIFIED PORTFOLIO, THE
investment) would then be invested in the INTERNATIONAL
securities of a single
</Table>
38
<Page>
<Table>
<Caption>
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- -------------------- --------------------------------------------
issuer, except as permitted by BOND PORTFOLIO DOES NOT HAVE A RESTRICTION
Section 5(b)(1) of the Investment Company LIMITING INVESTMENT IN A SINGLE ISSUER UNDER
Act of 1940 or any successor provision on THE INVESTMENT COMPANY ACT.
the requirements applicable to diversified
investment companies, or (ii) 25% or more of
the value of the Portfolio's total assets
(determined at the time of investment) would
be invested in one or more issuers having
their principal business activities in the
same industry.
A Portfolio may not: Purchase more than 10%
of all outstanding voting securities of any
one issuer.
PURCHASING SECURITIES OF A SINGLE INDUSTRY A Portfolio may not: Purchase any security
if as a result more than 25% of the
[SEE THE RESTRICTION IMMEDIATELY ABOVE.]. Portfolio's total assets would be invested
in the securities of issuers having their
principal business activities in the same
industry, except for temporary defensive
purposes, and except that this limitation
does not apply to securities issued or
guaranteed by the U.S. government, its
agencies or instrumentalities.
BUYING OR SELLING REAL ESTATE OR INTERESTS A Portfolio may not: Buy or sell real
IN REAL ESTATE estate, except that investment in securities
A Portfolio may not: Buy or sell real estate of issuers that invest in real estate and
or interests in real estate, except that the investments in mortgage-backed securities,
Portfolio may purchase and sell mortgage participations or other instruments
mortgage-backed securities, securities supported or secured by interests in real
collateralized by mortgages, securities estate are not subject to this limitation,
which are secured by real estate, securities and except that the Portfolio may exercise
of companies which invest or deal in real rights relating to such securities,
estate and publicly traded securities of including the right to enforce security
real estate investment trusts. interests and to hold real estate acquired
by reason of such enforcement until that
real estate can be liquidated in an orderly
manner.
BUYING OR SELLING COMMODITIES OR COMMODITY A new fundamental investment restriction
CONTRACTS will be added, as follows:
[No current restriction.] A Portfolio may not: Buy or sell physical
commodities or contracts involving physical
commodities. The Portfolio may purchase and
sell (i) derivative, hedging and similar
instruments such as financial futures and
options thereon, and (ii) securities or
instruments backed by, or the return from
which is linked to, physical commodities or
currencies, such as forward currency
exchange contracts, and the Portfolio may
exercise rights relating to such
instruments, including the right to enforce
security interests and to hold physical
</Table>
39
<Page>
<Table>
<Caption>
CURRENT RESTRICTIONS PROPOSED RESTRICTIONS
- -------------------- --------------------------------------------
commodities and contracts involving physical
commodities acquired as a result of the
Portfolio's ownership of instruments
supported or secured thereby until they can
be liquidated in an orderly manner.
ACTING AS AN UNDERWRITER No change.
A Portfolio may not: Act as underwriter
except to the extent that, in connection
with the disposition of portfolio
securities, it may be deemed to be an
underwriter under certain federal securities
laws. The Portfolios may purchase restricted
securities without limit.
INVESTING TO EXERCISE CONTROL OR MANAGEMENT This restriction will not change, but will
A Portfolio may not: Make investments for become non-fundamental.
the purpose of exercising control or
management.
INVESTING IN SECURITIES OF OTHER INVESTMENT A new non-fundamental investment restriction
COMPANIES will be added, as follows:
A Portfolio may not: Invest in securities of
[No current restriction.] other registered investment companies,
except as permitted under applicable law or
by the Securities and Exchange Commission.
MAKING LOANS The Portfolio may make loans, including
A Portfolio may not: Make loans, except loans of assets of the Portfolio, repurchase
through (i) repurchase agreements and agreements, trade claims, loan
(ii) loans of portfolio securities limited participations or similar investments, or as
to 33 1/3% of the value of the Portfolio's permitted by the 1940 Act Laws,
total assets. For purposes of this Interpretations and Exemptions. The
limitation on securities lending, the value acquisition of bonds, debentures, other debt
of the Portfolio's total assets includes the securities or instruments, or participations
collateral received in the transactions. or other interests therein and investments
in government obligations, commercial paper,
certificates of deposit, bankers'
acceptances or instruments similar to any of
the foregoing will not be considered the
making of a loan, and is permitted if
consistent with the Portfolio's investment
objective.
</Table>
40
<Page>
REQUIRED VOTE
For each Fund, approval of these Proposals requires the affirmative vote of
a majority of the Fund's outstanding voting securities, as defined in the 1940
Act.
EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU
VOTE "FOR" PROPOSALS NO. 4(a), 4(b), 4(c), 4(d), 4(e), 4(f) AND 4(g), AS
APPLICABLE.
TO APPROVE AMENDMENTS TO THE DECLARATION OF TRUST
PROPOSAL NO. 5
THIS PROPOSAL APPLIES TO EACH TRUST AS DESCRIBED BELOW.
BACKGROUND
The Board of each Trust has approved, submitted for Shareholder approval,
and recommends that Shareholders approve, amendments (collectively, the "Charter
Amendments") to each Trust's declaration of trust (the "Charter"). Each of the
Trusts is organized and operates under a Delaware Charter.
The Charter Amendments are intended to reflect changes to Delaware laws that
have occurred over the years, to eliminate unnecessary or unduly burdensome
provisions that do not optimally protect the interests of Shareholders, to
eliminate potential uncertainty regarding the application of certain Delaware
laws and to achieve consistent Charter provisions for the Funds within Delaware
and, where possible, across jurisdictions for all of the funds in the Prudential
mutual fund complex. The Board of each Trust believes that approval of the
Charter Amendments is in the best interests of the Trust and its Shareholders,
and recommends that Shareholders approve the Charter Amendments for their
respective Trusts.
There are certain material differences between the proposed Charter
Amendments for each Trust and each Trust's current Charter. These are summarized
in the table appearing at the end of this Proposal. The text of the proposed
Charter Amendments is also included in the table appearing at the end of this
Proposal.
Set forth below is a detailed analysis of the proposed Charter Amendments:
1. Charter Amendments. Each Charter would be amended to remove any
provisions that require Shareholder approval for Charter amendments other than
for those amendments for which Shareholder vote is specifically required by the
1940 Act and to give the Board of Trustees the right to amend the Charter
without Shareholder action to the fullest extent permitted by law.
THIS AMENDMENT IS INTENDED TO GIVE EACH TRUST MAXIMUM FLEXIBILITY TO
PERMIT AMENDMENT OF ITS CHARTER BY THE BOARD TO ADDRESS ANY FUTURE
CIRCUMSTANCES WITHOUT THE NECESSITY OF THE TIME AND EXPENSE OF OBTAINING
A SHAREHOLDER VOTE UNLESS SUCH VOTE IS REQUIRED BY THE 1940 ACT.
41
<Page>
2. Redemption Provisions. The Target Charter would be amended to give the
Board of Trustees the authority to redeem Shares for any reason under terms set
by the Board of Trustees, including the failure by a Shareholder to provide
required information or maintain a minimum required investment. Any such
required redemption would be effected at the redemption price. The other Trusts
already provide for redemption of Shares by the Board for any reason and will
not require amendment.
THIS AMENDMENT IS INTENDED TO ALLOW TARGET TO BE OPERATED MORE
EFFICIENTLY BY PERMITTING REDEMPTION AT THE DISCRETION OF THE BOARD, AND
ALLOCATING REDEMPTION COSTS ONLY TO THE AFFECTED SHARES.
3. Quorum; Action by Stockholders. Each Charter would be amended to
provide that a quorum would be one-third of the outstanding shares of a Trust
entitled to be cast at a meeting, except when a larger requirement is required
by the 1940 Act of the Charter or the By-Laws of each Trust. In addition, the
amendment would provide that one-third of all votes entitled to be cast on a
specific matter would be sufficient to constitute a quorum for that matter, even
if only some of the outstanding classes or series are entitled to vote on that
matter.
THIS AMENDMENT IS INTENDED TO INCREASE THE LIKELIHOOD THAT A QUORUM WILL
BE PRESENT AT ALL SHAREHOLDER MEETINGS TO AVOID THE TIME AND EXPENSE OF
CONTINUED SOLICITATION.
4. Number of Trustees. Each Charter would be amended to provide that the
number of Trustees would be as determined pursuant to a written instrument and
would generally allow the Trustees to establish the number, without setting any
maximum. However, if a maximum is required by applicable law, it would be set at
20 Trustees.
THIS AMENDMENT IS INTENDED TO GIVE EACH TRUST MAXIMUM FLEXIBILITY WITH
RESPECT TO THE NUMBER OF TRUSTEES.
5. Adjournments. The By-laws of each Trust would be amended to clarify
that a meeting of Shareholders may be adjourned by Shareholders holding a
majority of the outstanding Shares present and entitled to vote on a proposal to
adjourn whether or not a quorum is present.
THIS AMENDMENT IS INTENDED TO CLARIFY THE PROCEDURE AND REQUISITE VOTE
FOR ADJOURNING SHAREHOLDER MEETINGS AND TO AVOID HAVING TO RE-NOTICE THE
MEETING WITH ITS ATTENDANT TIME AND EXPENSE TO THE TRUST.
6. Master/Feeder Transactions. The Target Charter would be amended to
permit the Trustees to invest the property of the Trust in cash or securities of
other investment companies.
THIS AMENDMENT IS INTENDED TO GIVE TARGET MAXIMUM FLEXIBILITY REGARDING
IMPLEMENTING A MASTER/ FEEDER STRUCTURE.
7. Shareholder Voting. Each Charter would be amended to limit the
requirement of a Shareholder vote to the election and removal of Trustees and to
additional matters as to which Shareholder approval is required under the 1940
Act. The Target Charter would also be amended to permit dollar-based voting by
the Shareholders and the provision would provide that with respect to each
matter submitted to a Shareholder vote, the Trustees could determine whether the
Shareholder vote would be done on a per Share basis or net asset value basis.
The general effect of the dollar-based voting is that it allocates Shareholder
voting power in proportion to the value of each Shareholder's investment, rather
than the number of shares held. The Trustees believe that this will generally
result in a more fair allocation of voting power by increasing the voting power
of investors holding Shares with higher net asset values so as to match the
level of their investment.
THIS AMENDMENT IS INTENDED TO GIVE EACH TRUST MAXIMUM FLEXIBILITY
REGARDING THE APPLICABILITY OF SHAREHOLDER VOTING, TO MORE FAIRLY
ALLOCATE VOTING POWER FOR TARGET FUNDS AND TO REDUCE THE NEED TO CALL
SHAREHOLDERS' MEETINGS AND THE ATTENDANT EXPENSE TO THE TRUSTS.
42
<Page>
8. Termination of Trust, Fund or Class. Each Charter would be amended to
provide that the Trustees would have the authority to dissolve the Trust, Fund
or any class without Shareholder approval.
THIS AMENDMENT IS INTENDED TO ALLOW THE TRUSTEES TO LIQUIDATE THE TRUST,
FUND OR ANY CLASS AND TO DISTRIBUTE ANY NET ASSETS TO SHAREHOLDERS
WITHOUT FIRST OBTAINING A SHAREHOLDER VOTE.
9. Election of Trustees. Each Charter would be amended to provide that the
calling of a Shareholders' meeting for the election of Trustees when less than a
majority of Trustees holding office had been elected by the Shareholders would
only be required to the extent that the calling of such a meeting was required
under the 1940 Act.
THIS AMENDMENT IS INTENDED TO REDUCE THE NEED TO CALL SHAREHOLDERS'
MEETINGS FOR THE ELECTION OF TRUSTEES AND THE ATTENDANT EXPENSE TO THE
TRUSTS.
10. Derivative Actions. The Target Charter would be amended to set forth
the requirements for the bringing of a derivative action on behalf of the Trust
by a Shareholder. Such requirements would include the making of a pre-suit
demand upon the Trustees by Shareholders who collectively hold at least 10% of
the outstanding Shares and the consideration of any such pre-suit demand by
Independent Trustees. The other Trusts already include this provision and will
not require amendment.
THIS AMENDMENT IS INTENDED TO ALLOW TARGET TO LIMIT LITIGATION ON BEHALF
OF THE TRUST TO THOSE SITUATIONS WHERE IT IS SUPPORTED BY SHAREHOLDERS
WITH A MATERIAL STAKE IN THE TRUST AND TO ADDRESS THE NEED FOR THE
EVALUATION OF THE MERITS OF A POTENTIAL LAWSUIT BY INDEPENDENT TRUSTEES.
SUMMARY AND TEXT OF CHARTER AMENDMENTS
<Table>
<Caption>
DECLARATION OF TRUST AMENDMENTS REDEMPTION
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Style Specific A vote of The Trustees Not applicable. None.
Shareholders is would have
required for authority to
amendments that approve all
(i) affect the amendments for
voting rights routine and
of non- routine
Shareholders, matters other
(ii) amend the than those
amendment matters that
provision of are required to
the be approved by
Declaration, Shareholders
(iii) are under the 1940
required to be Act.
approved by
Shareholders
under
applicable law,
and (iv) are
submitted to
the
Shareholders by
the Trustees.
</Table>
43
<Page>
<Table>
<Caption>
QUORUM NUMBER OF TRUSTEES
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Style Specific The quorum The quorum The number of The number of
requirement is requirement Trustees shall Trustees would
40% of the would be one- at all times be be such number
Shares entitled third of the at least one as is
to vote at a Shares entitled and no more determined by
meeting, except to vote at a than 15, as the Trustees
when a larger meeting, except determined by from time to
quorum is when a larger the Trustees time but at
required by quorum is from time to least one.
applicable law, required by the time.
the Declaration 1940 Act, the
or the By-Laws. Declaration or
the By-Laws.
</Table>
<Table>
<Caption>
ADJOURNMENTS MASTER/FEEDER TRANSACTIONS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Style Specific The existing Shareholders Not applicable. None.
By-Laws do not holding a
contain an majority of the
express outstanding
provision Shares present
regarding the and entitled to
requirements vote on
for adjournment adjournment of
of a a meeting would
Shareholders' have authority
meeting. to adjourn a
Shareholders
meeting whether
or not a quorum
is present at
the meeting.
</Table>
<Table>
<Caption>
TERMINATION OF TRUST, FUND OR
SHAREHOLDER VOTING CLASS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Style Specific Shareholders Shareholders The Trust and The Trust and
have the power would have the any Fund or any Fund or
to vote for the power to vote class of Shares class of Shares
election and for the may be may be
removal of election and dissolved at dissolved at
Trustees and removal of any time by any time by the
such additional Trustees and vote of a Trustees
Fund matters as such additional majority of the without
may be required Fund matters as Shares of each Shareholder
by applicable may be required Fund entitled approval.
law. by the 1940 to vote, voting
Act. separately by
Fund, or by the
Trustees by
written notice
to the
Shareholders.
</Table>
44
<Page>
<Table>
<Caption>
ELECTION OF TRUSTEES DERIVATIVE ACTIONS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Style Specific If less than If less than Not applicable. None.
the majority of the majority of
Trustees Trustees
holding office holding office
have been have been
elected by elected by
Shareholders, a Shareholders, a
Shareholders' Shareholders'
meeting for the meeting for the
election must election of
be called for Trustees would
the election of be called to
Trustees. the extent it
is required by
the 1940 Act.
</Table>
<Table>
<Caption>
DECLARATION OF TRUST AMENDMENTS REDEMPTION
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Target Same as Style Same as Style The Trustees The Trustees
Specific above. Specific above. have the would have the
authority to authority to
redeem Shares redeem the
of any person shares of any
at net asset Shareholder or
value to the group of
extent that the Shareholders
direct or (including some
indirect or all of the
ownership of Shareholders of
Shares has or any series or
may become class) for any
concentrated in reason at net
such person to asset value,
an extent that less any
would redemption
disqualify any fees, and upon
series of such other
shares as an terms set by
investment the Trustees.
company.
</Table>
<Table>
<Caption>
QUORUM NUMBER OF TRUSTEES
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Target The quorum The quorum Same as Style Same as Style
requirement is requirement Specific above. Specific above.
one-third of would be one-
the Shares third of the
entitled to Shares entitled
vote at a to vote at a
meeting, except meeting except
when a larger when a larger
quorum is quorum is
required by required by the
applicable law, 1940 Act, the
the Declaration Declaration or
or the By-Laws. the By-Laws.
</Table>
45
<Page>
<Table>
<Caption>
ADJOURNMENTS MASTER/FEEDER TRANSACTIONS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Target Same as Style Same as Style The existing The Trustees
Specific above. Specific above. Declaration would be
does not permitted to
contain an invest the
express property of the
provision Trust or any
regarding the Fund in other
Trustees' investment
authority with companies
respect to without
master/feeder Shareholder
transactions. approval unless
such approval
is required by
the 1940 Act.
</Table>
<Table>
<Caption>
TERMINATION OF TRUST, FUND OR
SHAREHOLDER VOTING CLASS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Target Shareholders Shareholders Same as Style Same as Style
have the power would have the Specific above. Specific above.
to vote for the power to vote
election and for the
removal of election and
Trustees and removal of
such additional Trustees and
Fund matters as such additional
may be required Fund matters as
by applicable may be required
law. by the 1940
Shareholders Act.
are entitled to Shareholders
vote on a per would be
Share basis as entitled to
determined by vote on a per
the Trustees. Share basis or
net asset value
basis.
</Table>
<Table>
<Caption>
ELECTION OF TRUSTEES DERIVATIVE ACTIONS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Target Same as Style Same as Style The existing Shareholders
Specific above. Specific above. Declaration would be
does not permitted to
contain an bring a
express derivative
provision action on
regarding behalf of the
derivative Fund if certain
actions. requirements
are satisfied,
including the
making of a
pre-suit demand
upon the
Trustees by
Shareholders
who
collectively
hold at least
10% of the
outstanding
Shares of the
Fund and the
consideration
of any such
pre-suit demand
by Independent
Trustees.
</Table>
46
<Page>
<Table>
<Caption>
DECLARATION OF TRUST AMENDMENTS REDEMPTION
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Opportunity Funds Same as Style Same as Style Not applicable. None.
Specific above. Specific above.
</Table>
<Table>
<Caption>
QUORUM NUMBER OF TRUSTEES
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Opportunity Funds Same as Style Same as Style Same as Style Same as Style
Specific above. Specific above. Specific above. Specific above.
</Table>
<Table>
<Caption>
ADJOURNMENTS MASTER/FEEDER TRANSACTIONS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Opportunity Funds Same as Style Same as Style Not Applicable. None.
Specific above. Specific above.
</Table>
<Table>
<Caption>
TERMINATION OF TRUST, FUND OR
SHAREHOLDER VOTING CLASS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Opportunity Funds Same as Style Same as Style Same as Style Same as Style
Specific above. Specific above. Specific above. Specific above.
</Table>
<Table>
<Caption>
ELECTION OF TRUSTEES DERIVATIVE ACTIONS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Opportunity Funds Same as Style Same as Style Not Applicable. None.
Specific above. Specific above.
</Table>
<Table>
<Caption>
DECLARATION OF TRUST AMENDMENTS REDEMPTION
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Asset Allocation Same as Style Same as Style Not applicable. None.
Specific above. Specific above.
</Table>
<Table>
<Caption>
QUORUM NUMBER OF TRUSTEES
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Asset Allocation Same as Style Same as Style Same as Style Same as Style
Specific above. Specific above. Specific above. Specific above.
</Table>
<Table>
<Caption>
ADJOURNMENTS MASTER/FEEDER TRANSACTIONS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Asset Allocation Same as Style Same as Style Not applicable. None.
Specific above. Specific above.
</Table>
47
<Page>
<Table>
<Caption>
TERMINATION OF TRUST, FUND OR
SHAREHOLDER VOTING CLASS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Asset Allocation Same as Style Same as Style Same as Style Same as Style
Specific above. Specific above. Specific above. Specific above.
</Table>
<Table>
<Caption>
ELECTION OF TRUSTEES DERIVATIVE ACTIONS
-------------------------------- --------------------------------
EXISTING PROPOSED EXISTING PROPOSED
FUND PROVISION AMENDMENT PROVISION AMENDMENT
- --------------------- --------------- --------------- --------------- ---------------
Asset Allocation Same as Style Same as Style Not applicable. None.
Specific above. Specific above.
</Table>
Set out below is the text of the proposed Charter Amendments for all Trusts
summarized in the preceding table:
- Amend Section 2 of Article I of the Declaration to add the following
definition:
"Prior Declaration of Trust" means the original declaration of trust of
the Trust as in effect from time to time up to the effectiveness of this
Declaration of Trust;
- Amend Section 1 of Article IV of the Declaration to delete the first two
sentences thereof in their entirety and replace them with one sentence to
read as follows:
The number of Trustees shall be the number established under or pursuant
to the Prior Declaration of Trust or such number as is determined, from
time to time, by the Trustees pursuant to Section 3 of this Article IV
but shall at all times be at least one.
- Amend the fourth sentence of Section 1 of Article IV of the Declaration in
its entirety to read as follows:
In the event that less than the majority of Trustees holding office have
been elected by the Shareholders, to the extent required by the 1940 Act,
but only to such extent, the Trustees then in office shall call a
Shareholders' meeting for the election of Trustees.
- Amend the first sentence of Section 1 of Article V of the Declaration in
its entirety to read as follows:
The Shareholders shall have power to vote only (i) for the election or
removal of Trustees as and to the extent provided in Article IV,
Section 1, and (ii) with respect to such additional matters relating to
the Trust as may be required by the 1940 Act, this Declaration of Trust,
the By-Laws or any registration of the Trust with the Commission (or any
successor agency) or any state, or as the Trustees may consider necessary
or desirable.
- Amend the first and second sentences of Section 2 of Article V of the
Declaration in their entirety to read as follows:
Except when a larger quorum is required by federal law, including the
1940 Act, by the By-Laws or by this Declaration of Trust, one-third of
the Shares entitled to vote shall constitute a quorum at a Shareholders'
meeting. When any one or more Series (or Classes) is to vote as a single
class separate from any other Shares, one-third of the Shares of all such
Series (or Classes) entitled to vote shall constitute a quorum at a
Shareholders' meeting of such Series (or Classes).
- Amend Section 2 of Article VIII of the Declaration in its entirety to read
as follows:
Section 2. TERMINATION OF THE TRUST OR ANY SERIES OR CLASS.
(a) Unless terminated as provided herein, the Trust shall continue
without limitation of time. The Trust may be dissolved at any time by the
Trustees by written notice to the Shareholders. Any
48
<Page>
Series of Shares may be dissolved at any time by the Trustees by written
notice to the Shareholders of such Series. Any Class of any Series of Shares
may be terminated at any time by the Trustees by written notice to the
Shareholders of such Class. Any action to dissolve the Trust shall be deemed
to also be an action to dissolve each Series and each Class thereof.
(b) Upon the requisite action by the Trustees to dissolve the Trust or
any one or more Series of Shares, after paying or otherwise providing for
all charges, taxes, expenses and liabilities, whether due or accrued or
anticipated, of the Trust or of the particular Series as may be determined
by the Trustees, the Trust shall in accordance with such procedures as the
Trustees consider appropriate reduce the remaining assets of the Trust or of
the affected Series to distributable form in cash or Shares (if any Series
remain) or other securities, or any combination thereof, and distribute the
proceeds to the Shareholders of the Trust or Series involved, ratably
according to the number of Shares of the Trust or such Series held by the
several Shareholders of such Series on the date of distribution. Thereupon,
any affected Series or Class shall terminate and the Trustees and the Trust
shall be discharged of any and all further liabilities and duties relating
thereto or arising therefrom, and the right, title and interest of all
parties with respect to such Series shall be canceled and discharged. Upon
the requisite action by the Trustees to terminate any Class of any Series of
Shares, the Trustees may, to the extent they deem it appropriate, follow the
procedures set forth in this Section 2(b) with respect to such Class that
are specified in connection with the dissolution and winding up of the Trust
or any Series of Shares. Alternatively, in connection with the termination
of any Class of any Series of Shares, the Trustees may treat such
termination as a redemption of the Shareholders of such Class effected
pursuant to Section 2(c) of Article VI of this Declaration of Trust provided
that the costs relating to the termination of such Class shall be included
in the determination of the net asset value of the Shares of such Class for
purposes of determining the redemption price to be paid to the Shareholders
of such Class (to the extent not otherwise included in such determination).
(c) Following completion of winding up of the Trust's business, the
Trustees shall cause a certificate of cancellation of the Trust's
Certificate of Trust to be filed in accordance with the Delaware Act, which
certificate of cancellation may be signed by any one Trustee. Upon
termination of the Trust, the Trustees shall be discharged of any and all
further liabilities and duties relating thereto or arising therefrom, and
the right, title and interest of all parties with respect to the Trust shall
be canceled and discharged.
- Amend Section 4 of Article VIII of the Declaration in its entirety to read
as follows:
Section 4. AMENDMENTS. Except as specifically provided in this Section 4,
the Trustees may, without Shareholder vote, restate, amend or otherwise
supplement this Declaration of Trust. Shareholders shall have the right to vote
(i) on any amendment that is required to be approved by Shareholders pursuant to
the 1940 Act and (ii) on any amendment submitted to the Shareholders by the
Trustees at their discretion. Any amendment required or permitted to be
submitted to the Shareholders that, as the Trustees determine, shall only affect
the Shareholders of one or more Series or one or more Classes shall be
authorized by a vote of only the Shareholders of each Series or Class affected
and no vote of Shareholders of a Series or Class not affected shall be required.
Notwithstanding anything else herein, no amendment hereof shall limit the rights
to insurance provided by Article VII, Section 4 of this Declaration of Trust
with respect to any acts or omissions of Persons covered thereby prior to such
amendment nor shall any such amendment limit the rights to indemnification
referenced in Article VII, Section 2 of this Declaration of Trust or as provided
in the By-Laws with respect to any actions or omissions of Persons covered
thereby prior to such amendment. The Trustees may, without Shareholder vote,
restate, amend, or otherwise supplement the Certificate of Trust as the Trustees
deem necessary or desirable.
49
<Page>
- Amend Section 1 of Article III of the By-Laws to add a sentence at the end
thereof to read as follows:
Any meeting of Shareholders may be adjourned one or more times from time
to time to another time or place by Shareholders holding a majority of
the outstanding Shares present and entitled to vote on a proposal to
adjourn at such meeting, whether or not a quorum is present.
Set out below is the text of the additional proposed Charter Amendments with
respect to Target:
- Amend Section 1 of Article V of the Declaration to delete the second
sentence thereof in its entirety and replace it with two sentences to read
as follows:
As determined by the Trustees without the vote or consent of Shareholders
(except as required by the 1940 Act), on any matter submitted to a vote
of Shareholders, either (i) each whole Share shall be entitled to one
vote as to any matter on which it is entitled to vote and each fractional
Share shall be entitled to a proportionate fractional vote or (ii) each
dollar of Net Asset Value (number of Shares owned times Net Asset Value
per share of such Series or Class, as applicable) shall be entitled to
one vote on any matter on which such Shares are entitled to vote and each
fractional dollar amount shall be entitled to a proportionate fractional
vote. Without limiting the power of the Trustees in any way to designate
otherwise in accordance with the preceding sentence, the Trustees hereby
establish that each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote and each fractional Share shall be
entitled to a proportionate fractional vote.
- Amend Section 2(c) of Article VI of the Declaration in its entirety to
read as follows:
(c) The Trustees may require any Shareholder or group of Shareholders
(including some or all of the Shareholders of any Series or Class) to redeem
Shares for any reason under terms set by the Trustees, including (i) the
determination of the Trustees that direct or indirect ownership of Shares of
any Series has or may become concentrated in such Shareholder to an extent
that would disqualify any Series as a regulated investment company under the
Internal Revenue Code of 1986, as amended (or any successor statute
thereto), (ii) the failure of a Shareholder to supply a tax identification
number if required to do so, or to have the minimum investment required
(which may vary by Series), or (iii) the failure of a Shareholder to pay
when due for the purchase of Shares issued to him. Any such redemption shall
be effected at the redemption price and in the manner provided in this
Article VI.
- Amend Section 3(c) of Article VIII of the Declaration in its entirety to
read as follows:
(c) Notwithstanding anything else herein, the Trustees may, without
Shareholder approval unless such approval is required by the 1940 Act,
invest all or a portion of the Trust Property of any Series, or dispose of
all or a portion of the Trust Property of any Series, and invest the
proceeds of such disposition in interests issued by one or more other
investment companies registered under the 1940 Act. Any such other
investment company may (but need not) be a trust (formed under the laws of
the State of Delaware or any other state or jurisdiction) (or subtrust
thereof) which is classified as a partnership for federal income tax
purposes. Notwithstanding anything else herein, the Trustees may, without
Shareholder approval unless such approval is required by the 1940 Act, cause
a Series that is organized in the master/feeder fund structure to withdraw
or redeem its Trust Property from the master fund and cause such Series to
invest its Trust Property directly in securities and other financial
instruments or in another master fund.
50
<Page>
- Amend Article VIII of the Declaration to add a new Section 9 to read as
follows:
Section 9. DERIVATIVE ACTIONS. In addition to the requirements set forth
in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action
on behalf of the Trust only if the following conditions are met:
(a) The Shareholder or Shareholders must make a pre-suit demand upon the
Trustees to bring the subject action unless an effort to cause the Trustees
to bring such an action is not likely to succeed. For purposes of this
Section 9(a), a demand on the Trustees shall only be deemed not likely to
succeed and therefore excused if a majority of the Board of Trustees, or a
majority of any committee established to consider the merits of such action,
is composed of Trustees who are not "independent trustees" (as that term is
defined in the Delaware Act).
(b) Unless a demand is not required under paragraph (a) of this
Section 9, Shareholders eligible to bring such derivative action under the
Delaware Act who collectively hold at least 10% of the outstanding Shares of
the Trust, or who collectively hold at least 10% of the outstanding Shares
of the Series or Class to which such action relates, shall join in the
request for the Trustees to commence such action; and
(c) Unless a demand is not required under paragraph (a) of this
Section 9, the Trustees must be afforded a reasonable amount of time to
consider such Shareholder request and to investigate the basis of such
claim. The Trustees shall be entitled to retain counsel or other advisors in
considering the merits of the request and shall require an undertaking by
the Shareholders making such request to reimburse the Trust for the expense
of any such advisors in the event that the Trustees determine not to bring
such action.
(d) For purposes of this Section 9, the Board of Trustees may designate
a committee of one Trustee to consider a Shareholder demand if necessary to
create a committee with a majority of Trustees who do not have a personal
financial interest in the transaction at issue. The Trustees shall be
entitled to retain counsel or other advisors in considering the merits of
the request and may require an undertaking by the Shareholders making such
request to reimburse the Trust for the expense of any such advisors in the
event that the Trustees determine not to bring such action.
REQUIRED VOTE
For each Trust, approval of this Proposal requires an affirmative vote of a
majority of each Fund's voted securities.
EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL NUMBER 5.
ADDITIONAL INFORMATION
The solicitation of proxies, the cost of which will be borne by the Funds,
will be made primarily by mail but also may include telephone or oral
communications by regular employees of PSI or PI, who will not receive any
compensation therefore from the Funds or by Georgeson Shareholder Communications
Inc., a proxy solicitation firm retained by the Funds, who will be paid the
approximate fees and expenses for soliciting services set forth below. Proxies
may be recorded pursuant to (i) electronically transmitted instructions or
(ii) telephone instructions obtained through procedures reasonably designed to
verify that the instructions have been authorized. Soliciting fees and expenses
payable to Georgeson Shareholder
51
<Page>
Communications Inc. by a particular Fund are a function of the number of
shareholders in that Fund. All of the cost of the Meetings will be borne by the
Funds.
<Table>
<Caption>
ESTIMATED SOLICITATION
FUND FEES AND EXPENSES
- ---- ----------------------
Asset Allocation.......................................
Conservative Growth..................................
Moderate Growth......................................
High Growth..........................................
Opportunity Funds......................................
Focused Growth.......................................
New Era Growth.......................................
Focused Value........................................
Mid-Cap Value........................................
Style Specific.........................................
Large Cap Growth.....................................
Large Cap Value......................................
Small Cap Growth.....................................
Small Cap Value......................................
International Equity.................................
Total Return Bond....................................
Target.................................................
Target Large Cap Growth..............................
Target Large Cap Value...............................
Target Small Cap Growth..............................
Target Small Cap Value...............................
Target International Equity..........................
Target International Bond............................
Target Total Return Bond.............................
Target Intermediate Bond.............................
Target Mortgage......................................
Target U.S. Government...............................
</Table>
SHAREHOLDER PROPOSALS
The Trusts will not be required to hold annual meetings of shareholders if
the election of Board Members is not required under the 1940 Act. It is the
present intention of the Board of each Trust not to hold annual meetings of
shareholders unless such shareholder action is required.
Any shareholder who wishes to submit a proposal to be considered at a
Trust's next meeting of shareholders should send the proposal to that Trust 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 or be brought before such
meeting without being included in the proxy statement.
Shareholder proposals that are submitted in a timely manner will not
necessarily be included in the Trust's proxy materials. Inclusion of such
proposals is subject to limitations under the federal securities laws.
52
<Page>
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 shareholders arise, the proxies will vote according to their
best judgment in the interest of each Fund, respectively.
/s/ Lori E. Bostrom
Lori E. Bostrom
SECRETARY
Strategic Partners Asset Allocation Funds
Strategic Partners Conservative Growth Fund
Strategic Partners Moderate Growth Fund
Strategic Partners High Growth Fund Strategic
Partners Opportunity Funds
Strategic Partners Focused Growth Fund
Strategic Partners New Era Growth Fund
Strategic Partners Focused Value Fund
Strategic Partners Mid-Cap Value Fund
Strategic Partners Style Specific Funds
Strategic Partners Large Cap Growth Fund
Strategic Partners Large Cap Value Fund
Strategic Partners Small Cap Growth Fund
Strategic Partners Small Cap Value Fund
Strategic Partners International Equity Fund
Strategic Partners Total Return Bond Fund
The Target Portfolio Trust
Large Capitalization Growth Portfolio
Large Capitalization Value Portfolio
Small Capitalization Growth Portfolio
Small Capitalization Value Portfolio
International Equity Portfolio
International Bond Portfolio
Total Return Bond Portfolio
Intermediate-Term Bond Portfolio
Mortgage Backed Securities Portfolio
U.S. Government Money Market Portfolio
May , 2003
It is important that you execute and return ALL of your proxies promptly.
53
<Page>
[ ] FUND
GATEWAY CENTER THREE
NEWARK, NJ 07102
PROXY
SPECIAL MEETING OF SHAREHOLDERS
JULY 17, 2003, 11:00 A.M.
THIS PROXY IS SOLICITED ON BEHALF OF TRUSTEES. The undersigned hereby appoints
Grace C. Torres, Marguerite E.H. Morrison and Jonathan D. Shain as Proxies, each
with the power of substitution, and hereby authorizes each of them to represent
and to vote, as designated on the reverse side, all the shares of beneficial
interest of the Fund held of record by the undersigned on May 16, 2003 at the
Meeting to be held on July 17, 2003 or any adjournment thereof.
THE SHARES REPRESENTED BY THE PROXY, WHEN THIS PROXY IS PROPERLY EXECUTED, WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. THE PROXY
WILL BE VOTED FOR THE NOMINEES AND FOR PROPOSALS 2, 3, 4, AND 5 IF YOU DO NOT
SPECIFY OTHERWISE, PLEASE REFER TO THE PROXY STATEMENT DATED _____________ FOR
DISCUSSION OF THE PROPOSALS.
IF VOTING BY MAIL, PLEASE MARK, SIGN AND DATE THIS PROXY CARD WHERE INDICATED
AND RETURN IT PROMPTLY USING THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the Meeting or any adjournment thereof.
PRUDENTIAL INVESTMENTS
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NJ 07102-4077
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Enter the 12-digit control number set forth on the proxy card and follow
the simple instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the proxy card and follow
the simple instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
FUND NAME HERE
<Page>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES AND EACH OF THE
PROPOSALS.
VOTE ON TRUSTEES.
1) To elect ten Trustees.
Nominees: 01) David E. A. Carson, 02)
Robert E. La Blanc, 03) Douglas H.
McCorkindale, 04) Stephen P. Munn, 05)
Richard A. Redeker, 06) Robin B. Smith,
07) Stephen Stoneburn, 08) Clay T.
Whitehead, 09) Judy A. Rice, 10) Robert
F. Gunia
<Table>
FOR WITHHOLD FOR ALL TO WITHHOLD AUTHORITY TO VOTE, MARK "FOR
ALL ALL EXCEPT ALL EXCEPT" AND WRITE NOMINEES NUMBER
ON THE LINE BELOW.
/ / / / / /
-------------------------------------------
FOR AGAINST ABSTAIN
VOTE ON PROPOSALS
2) To approve a proposal to permit the Manager to enter / / / / / /
into, or make material changes to, subadvisory
agreements without obtaining Shareholder approval
(Focused Growth only)
3) To permit an amendment to the Management contract between / / / / / /
PI and Opportunity Funds, on behalf of Focused Growth
(Focused Growth only)
4) To Approve Changes to Fundamental / / / / / /
Investment Restrictions and Policies
relating to:
a. fund diversification; / / / / / /
b. issuing Senior Securities,
borrowing money or pledging assets; / / / / / /
c. buying and selling real estate; / / / / / /
d. buying and selling commodities and / / / / / /
commodity contracts;
e. fund concentration; / / / / / /
f. making loans / / / / / /
g. other investment restrictions, / / / / / /
including investing in securities
of other investment companies.
5) To Approve Amendments to Each Fund's / / / / / /
Declaration of Trust.
</Table>
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
- --------------------------------- ----------
SIGNATURE (PLEASE SIGN WITHIN BOX) DATE
- --------------------------------- ----------
SIGNATURE (JOINT OWNERS) DATE
<Page>
INDEX TO EXHIBITS TO PROXY STATEMENT
<Table>
Exhibit A Five Percent Shareholder Report
Exhibit B Board and Committee Information
Exhibit C Officer Information
Exhibit D Form of Amended Management Agreement
</Table>
54
<Page>
EXHIBIT A
FIVE PERCENT SHAREHOLDER REPORT
As of May 16, 2003, the beneficial owners, directly or indirectly, of more
than 5% of any class of the outstanding shares of the Funds are listed below.
<Table>
<Caption>
FUND REGISTRATION SHARES/CLASS PERCENT
- ---- ------------------------------------ --------------- --------
Asset Allocation
Conservative Growth Fund................
Moderate Growth Fund....................
High Growth Fund........................
Opportunity Funds
Focused Growth Fund.....................
New Era Growth Fund.....................
Focused Value Fund......................
Market Opportunity Fund.................
Mid-Cap Value Fund......................
Style Specific
Large Cap Growth Fund...................
Large Cap Value Fund....................
Small Cap Growth Fund...................
Small Cap Value Fund....................
International Equity Fund...............
Total Return Bond Fund..................
Target
Target Large Cap Growth.................
Target Large Cap Value..................
Target Small Cap Growth.................
Target Small Cap Value..................
Target International Equity.............
Target International Bond...............
Target Total Return Bond................
Target Intermediate Bond................
Target Mortgage.........................
Target U.S. Government..................
</Table>
A-1
<Page>
EXHIBIT B
BOARD AND COMMITTEE INFORMATION(1)
<Table>
<Caption>
ASSET OPPORTUNITY STYLE
ANNUAL FEE(2) ALLOCATION FUNDS SPECIFIC TARGET
- ------------- ---------- ----------- -------- ------
Fee for Attendance at Board Meetings(2)...... N/A N/A N/A N/A
Fee for Attendance at Committee
Meetings(2)................................ N/A N/A N/A N/A
Number of Board Meetings during the Last
Fiscal Year................................ 4 4 4 4
Number of Audit Committee Meetings during the
Last Fiscal Year*.......................... 4 4 4 4
Number of Nominating Committee Meetings
during the Last Fiscal Year*............... -- -- -- --
Size of Current Board........................ 9 9 9 9
</Table>
* Only Independent Trustees serve on a Fund's Audit and Nominating Committees.
(1) No fund within the Fund Complex has a bonus, pension, profit sharing or
retirement plan.
(2) While Board and Committee members do not receive attendance fees, they do
receive compensation for Board and Committee membership. See pages 10-11 of
this proxy statement. No incumbent Trustee attended fewer than 75% of the
total number of Board and Committee meetings during the last fiscal year of
each Trust.
B-1
<Page>
EXHIBIT C
OFFICER INFORMATION
<Table>
<Caption>
OFFICER SINCE
NAME, AGE, PRINCIPAL -----------------------------------------
BUSINESS OCCUPATION FOR THE ASSET OPPORTUNITY STYLE
PAST FIVE YEARS OFFICE ALLOCATION FUNDS SPECIFIC TARGET
- --------------------------- -------------- ---------- ----------- -------- ------
Judy A. Rice (55) President 2000 2003 2000 2003
President, Chief Executive
Officer, Chief Operating Officer
and Officer-In-Charge (since 2003)
of PI; formerly various positions
to Senior Vice President
(1992-1999) of PSI; and various
positions to Managing Director
(1975-1992) of Salomon Smith
Barney; Member of Board of
Governors of the Money Management
Institute.
Robert F. Gunia (56) Vice President 1999 2000 1999 1999
Executive Vice President and Chief
Administrative Officer (since June
1999) of PI; Executive Vice
President and Treasurer (since
January 1996) of PI; President
(since April 1999) of PIMS;
Corporate Vice President (since
September 1997) of The Prudential
Insurance Company of America;
formerly Senior Vice President
(March 1987-May 1999) of PSI;
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); Vice President and Director
(since May 1989) and Treasurer
(since 1999) of The Asia Pacific
Fund, Inc.
Grace C. Torres (43) Treasurer & 1999 2000 1997 2000
Senior Vice President (since Principal
January 2000) of PI; formerly Financial and
First Vice President (December Accounting
1996-January 2000) of PI and First Officer
Vice President (March 1993-1999)
of PSI.
Lori E. Bostrom (40) Secretary 2003 2003 2003 2002
Vice President and Corporate
Counsel (since October 2002) of
Prudential; formerly Senior
Counsel of The Guardian Life
Insurance Company of America
(February 1996-October 2002).
Marguerite E.H. Morrison (46) Assistant 2002 2003 2002 2002
Vice President and Chief Legal Secretary
Officer-Mutual Funds and Unit
Investment Trusts (since August
2000) of Prudential; Senior Vice
President and Assistant Secretary
(since February 2001) of PI; Vice
President and Assistant Secretary
of PIMS (since October 2001),
previously Vice President and
Associate General Counsel
(December 1996-February 2001) of
PI and Vice President and
Associate General Counsel
(September 1987-September 1996) of
PSI.
Maryanne Ryan (38) Anti-Money 2002 2003 2002 2002
Vice President, Prudential (since Laundering
November 1998), First Vice Compliance
President of PSI (March 1997-May Officer
1998).
</Table>
C-1
<Page>
EXHIBIT D
FUND
MANAGEMENT AGREEMENT
Agreement made the day of , 2003 between Fund (the
Fund), a Delaware statutory trust, 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 one
or more of its series (individually and collectively with the Fund, referred to
herein as 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
each series thereof, if any (each, a Portfolio) 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 Trustees of the Fund, the Manager is authorized
to enter into a subadvisory agreement with Prudential Investment
Management, Inc., 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 Trustees 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 each Subadviser to the Fund, if applicable, through
quantitative and qualitative analysis and consultations with such
Subadviser; (ii) periodically make recommendations to the Board as to
whether the contract with one or more Subadvisers should be renewed,
modified, or terminated; and (iii) periodically report to the 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 Trustees, 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
D-1
<Page>
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 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 Declaration of Trust of the
Fund and the Fund's SEC registration statement and with the instructions and
directions of the Board of Trustees, 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 Trustees 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, the size and
difficulty in executing an order, and the value of the expected contribution
of the broker-dealer to the investment performance of the Fund on a
continuing basis. The Manager (or Subadviser) to the Fund each shall have
discretion to effect investment transactions for the Fund through
broker-dealers (including, to the extent legally permissible, broker-dealers
affiliated with the Subadviser(s)) qualified to obtain best execution of
such transactions who provide brokerage and/or research services, as such
services are defined in Section 28(e) of the Securities Exchange Act, as
amended (the "1934 Act"), and to cause the Fund to pay any such
broker-dealers an amount of commission for effecting a portfolio transaction
in excess of the amount of commission another broker-dealer would have
charged for effecting that transaction, if the brokerage or research
services provided by such broker-dealer, viewed in light of either that
particular investment transaction or the overall responsibilities of the
Manager (or the Subadviser) with respect to the Fund and other accounts as
to which they or it may exercise investment discretion (as such term is
defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to
the amount of commission.
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-2
<Page>
(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 Trustees such periodic
and special reports as the Board may reasonably request.
(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 Trustees 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) Declaration of Trust;
(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 Trustees 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 beneficial interest, 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 Trustees 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 that 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:
(i) the salaries and expenses of all employees of the Fund and the
Manager, except the fees and expenses of Trustees who are not affiliated
persons of the Manager or any Subadviser,
(ii) 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, and
(iii) the fees, costs and expenses payable to a Subadviser pursuant to a
Subadvisory Agreement.
D-3
<Page>
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 Trustees 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 Trustees, 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 fees and expenses of the Fund's Transfer and Dividend Disbursing
Agent that relate to the maintenance of each shareholder account,
(e) the charges and expenses of legal counsel and independent
accountants for the Fund,
(f) brokers' commissions and any issue or transfer taxes chargeable to
the Fund in connection with its securities and futures transactions,
(g) all taxes and corporate fees payable by the Fund to federal, state
or other governmental agencies,
(h) the fees of any trade associations of which the Fund may be a
member,
(i) the cost of share certificates representing, and/or non-negotiable
share deposit receipts evidencing, shares of the Fund,
(j) the cost of fidelity, directors' and officers' and errors and
omissions insurance,
(k) 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,
(l) allocable communications expenses with respect to investor services
and all expenses of shareholders' and Trustees' meetings and of preparing,
printing and mailing reports and notices to shareholders in the amount
necessary for distribution to the shareholders,
(m) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Fund's business, and
(n) 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.
7. 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(s) as described on the attached Schedule A with
respect to the average daily net assets of the Fund. This fee will be
computed daily, and will be paid to the Manager monthly. The Fund shall not
pay any fee or other compensation to the Manager for the services provided
and the expenses assumed pursuant to this Agreement.
D-4
<Page>
8. 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.
The Fund shall indemnify the Manager and hold it harmless from and against
all damages, liabilities, costs and expenses (including reasonable
attorneys' fees and amounts reasonably paid in settlements) incurred by the
Manager in or by reason of any pending, threatened or completed action,
suit, investigation or other proceeding (including an action or suit by or
in the right of the Fund or its security holders) arising out of or
otherwise based upon any action actually or allegedly taken or omitted to be
taken by the Manager in connection with the performance of any of its duties
or obligations under this Agreement; provided, however, that nothing
contained herein shall protect or be deemed to protect the Manager against
or entitle or be deemed to entitle the Manager to indemnification in respect
of any liability to the Fund or its security holders to which the Manager
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, by reason of its reckless
disregard of their duties and obligations under this Agreement.
9. 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 the Fund at any time, without the payment of any penalty, by the Board of
Trustees 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 Fund. This Agreement shall
terminate automatically in the event of its assignment (as defined in the
1940 Act).
10. Nothing in this Agreement shall limit or restrict the right of any
officer or employee of the Manager who may also be a Trustee, 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.
11. Except as otherwise provided herein or authorized by the Board of
Trustees 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.
12. 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.
D-5
<Page>
13. 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.
14. 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 07102-4077, Attention: Secretary; or
(2) to the Fund at Gateway Center Three, 100 Mulberry Street, Newark, NJ
07102-4077, Attention: President.
15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
16. The Fund may use the name " Fund" 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
" Fund" or any name including the word "Prudential" if the
Manager's function is transferred or assigned to a company of which The
Prudential Insurance Company of America does not have control.
17. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act, shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission issued pursuant to the 1940 Act. In addition, where the effect of
a requirement of the 1940 Act, reflected in any provision of this Agreement,
is related by rules, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
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>
FUND
By: /s/
--------------------------------------------
PRUDENTIAL INVESTMENTS LLC
By: /s/
--------------------------------------------
</Table>
D-6
<Page>
SCHEDULE A
<Table>
Focused Growth Fund .90 of 1% of the Fund's average daily net
assets up to and including $1 billion and
.85% of 1% of the Fund's daily net assets
over $1 billion.
</Table>
Schedule dated , 2003
D-7