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Exhibit (p) (2)
PRUDENTIAL INVESTMENT CORPORATION
PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
CODE OF ETHICS ADOPTED PURSUANT TO RULE 17j-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
(THE CODE)
1. PURPOSES
The Code has been adopted by the Board of Directors/Trustees or the
Duly Appointed Officer-In-Charge of the Prudential Mutual Fund (hereinafter,
referred to as the "Fund"), the Manager, the Adviser/Subadviser, and the
Principal Underwriter in accordance with Rule 17j-1(c) under the Investment
Company Act of 1940 (the Act) and in accordance with the following general
principles:
(1) THE DUTY AT ALL TIMES TO PLACE THE INTERESTS OF
SHAREHOLDERS FIRST.
Investment company personnel should scrupulously
avoid serving their own personal interests ahead of
shareholders' interests in any decision relating to their
personal investments.
(2) THE REQUIREMENT THAT ALL PERSONAL SECURITIES
TRANSACTIONS BE CONDUCTED CONSISTENT WITH THE CODE AND IN
SUCH A MANNER AS TO AVOID ANY ACTUAL OR POTENTIAL CONFLICT
OF INTEREST OR ANY ABUSE OF AN INDIVIDUAL'S POSITION OF
TRUST AND RESPONSIBILITY.
Investment company personnel must not only seek to
achieve technical compliance with the Code but should strive
to abide by its spirit and the principles articulated
herein.
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(3) THE FUNDAMENTAL STANDARD THAT INVESTMENT COMPANY
PERSONNEL SHOULD NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR
POSITIONS.
Investment company personnel must avoid any
situation that might compromise, or call into question,
their exercise of fully independent judgment in the interest
of shareholders, including, but not limited to the receipt
of unusual investment opportunities, perquisites, or gifts
of more than a de minimis value from persons doing or
seeking business with the Fund.
Rule 17j-1 under the Act generally proscribes fraudulent or
manipulative practices with respect to a purchase or sale of a security held
or to be acquired (as such term is defined in Section 2.) by an investment
company, if effected by an associated person of such company.
The purpose of the Code is to establish procedures consistent with the
Act and Rule 17j-1 to give effect to the following general prohibitions as set
forth in Rule 17j-1(b) as follows:
(a) It shall be unlawful for any affiliated person of or
Principal Underwriter for a registered investment company, or any
affiliated person of an investment adviser of or principal
underwriter for a registered investment company in connection with
the purchase or sale, directly or indirectly, by such person of a
security held or to be acquired, by such registered investment
company:
(1) To employ any device, scheme or artifice
to defraud such registered investment company;
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(2) To make to such registered investment
company any untrue statement of a material fact or omit to
state to such registered investment company a material fact
necessary in order to make the statements made, in light of
the circumstances under which they are made, not misleading;
(3) To engage in any act, practice, or course
of business which operates or would operate as a fraud or
deceit upon any such registered investment company; or
(4) To engage in any manipulative practice
with respect to such registered investment company.
2. DEFINITIONS
(a) "Access Person" means any director/trustee,
officer, general partner or Advisory Person (including any Investment
Personnel, as that term is defined herein) of the Fund, the Manager,
the Adviser/Subadviser, or the Principal Underwriter.
(b) "Adviser/Subadviser" means the Adviser or
Subadviser of the Fund or both as the context may require.
(c) "Advisory Person" means (i) any employee of the
Fund, Manager or Adviser/Subadviser (or of any company in a control
relationship to the Fund, Manager or Adviser/Subadviser) who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or
sale of a security by the Fund, or whose functions relate to the
making of any recommendations with respect to such purchases or
sales; and (ii) any
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natural person in a control relationship to the Fund who obtains
information concerning recommendations made to the Fund with regard
to the purchase or sale of a security.
(d) "Beneficial Ownership" will be interpreted in the
same manner as it would be under Securities Exchange Act Rule
16a-1(a)(2) in determining which security holdings of a person are
subject to the reporting and short-swing profit provisions of Section
16 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination of direct or
indirect beneficial ownership will apply to all securities which an
Access Person has or acquires (Exhibit A).
(e) "Complex" means the group of registered investment
companies for which Prudential Investments Fund Management LLC serves
as Manager; provided, however, that with respect to Access Persons of
the Subadviser (including any unit or subdivision thereof), "Complex"
means the group of registered investment companies in the Complex
advised by the Subadviser or unit or subdivision thereof.
(f) "Compliance Officer" means the person designated by the
Manager, the Adviser/Subadviser, or Principal Underwriter (including
his or her designee) as having responsibility for compliance with the
requirements of the Code.
(g) "Control" will have the same meaning as that set
forth in Section 2(a)(9) of the Act.
(h) "Disinterested Director/Trustee" means a Director/
Trustee of the Fund who is not an "interested person" of the Fund
within the meaning of Section 2(a)(19) of the Act.
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An interested Director/Trustee who would not otherwise be
deemed to be an Access Person, shall be treated as a Disinterested
Director/Trustee for purposes of compliance with the provisions of
the Code.
(i) "Initial Public Offering" means an offering of
securities registered under the Securities Act of 1933, the issuer of
which, immediately before the registration, was not subject to the
reporting requirements of sections 13 or 15(d) of the Securities
Exchange Act of 1934.
(j) "Investment Personnel" means: (a) Portfolio
Managers and other Advisory Persons who provide investment
information and/or advice to the Portfolio Manager(s) and/or help
execute the Portfolio Manager's(s') investment decisions, including
securities analysts and traders; and (b) any natural person in a
control relationship to the Fund who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale
of a security.
(k) "Manager" means Prudential Investments Fund
Management, LLC.
(l) "Portfolio Manager" means any Advisory Person who
has the direct responsibility and authority to make investment
decisions for the Fund.
(m) "Private Placement" means a limited offering that
is exempt from registration under the Securities Act of 1933 pursuant
to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or
rule 506 under such
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Securities Act.
(n) "Security" will have the meaning set forth in
Section 2(a)(36) of the Act, except that it will not include shares
of registered open-end investment companies, direct obligations of
the Government of the United States, short-term debt securities which
are "government securities" within the meaning of Section 2(a)(16) of
the Act, bankers' acceptances, bank certificates of deposit,
commercial paper and such other money market instruments as are
designated by the Compliance Officer. For purposes of the Code, an
"equivalent Security" is one that has a substantial economic
relationship to another Security. This would include, among other
things, (1) a Security that is exchangeable for or convertible into
another Security, (2) with respect to an equity Security, a Security
having the same issuer (including a private issue by the same issuer)
and any derivative, option or warrant relating to that Security and
(3) with respect to a fixed-income Security, a Security having the
same issuer, maturity, coupon and rating.
(o) "Security held or to be acquired" means any
Security or any equivalent Security which, within the most recent 15
days: (1) is or has been held by the Fund; or (2) is being considered
by the Fund or its investment adviser for purchase by the Fund.
3. APPLICABILITY
The Code applies to all Access Persons and the Compliance Officer
shall provide each Access Person with a copy of the Code. The prohibitions
described below will only apply to a transaction in a Security in which the
designated Access Person has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership. The Compliance Officer will maintain
a list of all Access Persons who are currently, and within the past five
years, subject to the Code.
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4. PROHIBITED PURCHASES AND SALES
A. INITIAL PUBLIC OFFERINGS
No Investment Personnel may acquire any Securities in an initial
public offering. For purposes of this restriction, "Initial Public Offerings"
shall not include offerings of government and municipal securities.
B. PRIVATE PLACEMENTS
No Investment Personnel may acquire any Securities in a private
placement without prior approval.
(i) Prior approval must be obtained in accordance with
the preclearance procedure described in Section 6 below. Such
approval will take into account, among other factors, whether the
investment opportunity should be reserved for the Fund and its
shareholders and whether the opportunity is being offered to the
Investment Personnel by virtue of his or her position with the Fund.
The Adviser/Subadviser shall maintain a record of such prior approval
and reason for same, for at least 5 years after the end of the fiscal
year in which the approval is granted.
(ii) Investment Personnel who have been authorized to
acquire Securities in a private placement must disclose that
investment to the chief investment officer (including his or her
designee) of the Adviser/Subadviser (or of any unit or subdivision
thereof) or the Compliance Officer when they play a part in any
subsequent consideration of an investment by the Fund in the issuer.
In such circumstances, the Fund's decision to purchase Securities of
the issuer will be subject to an independent review by appropriate
personnel with no personal interest in the issuer.
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C. BLACKOUT PERIODS
(i) Except as provided in Section 5 below, Access
Persons are prohibited from executing a Securities transaction on a
day during which any investment company in the Complex has a pending
"buy" or "sell" order in the same or an equivalent Security and until
such time as that order is executed or withdrawn; provided, however,
that this prohibition shall not apply to Disinterested
Directors/Trustees except if they have actual knowledge of trading by
any fund in the Complex and, in any event, only with respect to those
funds on whose boards they sit.
This prohibition shall also not apply to Access Persons of
the Subadviser who do not, in the ordinary course of fulfilling his
or her official duties, have access to information regarding the
purchase and sale of Securities for the Fund and are not engaged in
the day-to-day operations of the Fund; provided that Securities
investments effected by such Access Persons during the proscribed
period are not effected with knowledge of the purchase or sale of the
same or equivalent Securities by any fund in the Complex.
A "pending 'buy' or 'sell' order" exists when a decision to
purchase or sell a Security has been made and communicated.
(ii) Portfolio Managers are prohibited from buying or
selling a Security within seven calendar days before or after the
Fund trades in the same or an equivalent Security. Nevertheless, a
personal trade by any Investment Personnel shall not prevent a Fund
in the same Complex from trading in the same or an equivalent
security. However, such a transaction shall be subject to independent
review by the Compliance Officer.
(iii) If trades are effected during the periods
proscribed in (i) or (ii) above, except as provided in (iv) below
with respect to (i) above, any profits realized on such trades will
be promptly required to be disgorged to the Fund.
(iv) A transaction by Access Persons (other than
Investment Personnel) inadvertently effected during the period
proscribed in (i) above will not be considered a violation of the
Code and disgorgement will not be required so long
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as the transaction was effected in accordance with the preclearance
procedures described in Section 6 below and without prior knowledge
of trading by any fund in the Complex in the same or an equivalent
Security.
D. SHORT-TERM TRADING PROFITS
Except as provided in Section 5 below, Investment Personnel are
prohibited from profiting from a purchase and sale, or sale and purchase, of
the same or an equivalent Security within any 60 calendar day period. If
trades are effected during the proscribed period, any profits realized on such
trades will be immediately required to be disgorged to the Fund.
E. SHORT SALES
No Access Person may sell any security short which is owned by any
Fund in the Complex. Access Persons may, however, make short sales when he/she
owns an equivalent amount of the same security.
F. OPTIONS
No Access Person may write a naked call option or buy a naked put
option on a security owned by any Fund in the Complex. Access Persons may
purchase options on securities not held by any Fund in the Complex, or
purchase call options or write put options on securities owned by any Fund in
the Complex, subject to preclearance and the same restrictions applicable to
other Securities. Access Persons may write covered call options or buy covered
put options on a Security owned by any Fund in the Complex at the discretion
of the Compliance Officer.
G. INVESTMENT CLUBS
No Access Person may participate in an investment club.
5. EXEMPTED TRANSACTIONS
Subject to preclearance in accordance with Section 6 below with
respect to
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subitems (b), (e), (f), (g) and (i) hereof, the prohibitions of Sections 4(C)
and 4(D) will not apply to the following:
(a) Purchases or sales of Securities effected in any
account over which the Access Person has no direct or indirect
influence or control or in any account of the Access Person which is
managed on a discretionary basis by a person other than such Access
Person and with respect to which such Access Person does not in fact
influence or control such transactions.
(b) Purchases or sales of Securities (or their
equivalents) which are not eligible for purchase or sale by any fund
in the Complex.
(c) Purchases or sales of Securities which are
non-volitional on the part of either the Access Person or any fund in
the Complex.
(d) Purchases of Securities which are part of an
automatic dividend reinvestment plan.
(e) Purchases effected upon the exercise of rights
issued by an issuer pro rata to all holders of a class of its
Securities, to the extent such rights were acquired from such issuer,
and sales of such rights so acquired.
(f) Any equity Securities transaction, or series of
related transactions effected over a 30 calendar day period,
involving 500 shares or less in the aggregate, if (i) the Access
Person has no prior knowledge of activity in such security by any
fund in the Complex and (ii) the issuer is listed on The New York
Stock Exchange or has a market capitalization (outstanding shares
multiplied by the current price per share) greater than
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$1 billion (or a corresponding market capitalization in foreign
markets).
(g) Any fixed-income Securities transaction, or series of
related transactions effected over a 30 calendar day
period, involving 100 units ($100,000 principal amount)
or less in the aggregate, if the Access Person has no
prior knowledge of transactions in such Securities by
any fund in the Complex.
(h) Any transaction in index options effected on a
broad-based index (See Exhibit B.)(1)
(i) Purchases or sales of Securities which receive the
prior approval of the Compliance Officer (such person having no
personal interest in such purchases or sales), based on a
determination that no abuse is involved and that such purchases and
sales are not likely to have any economic impact on any fund in the
Complex or on its ability to purchase or sell Securities of the same
class or other Securities of the same issuer.
(j) Purchases or sales of Unit Investment Trusts.
6. PRECLEARANCE
Access Persons (other than Disinterested Directors/Trustees) must
preclear all personal Securities investments with the exception of those
identified in subparts (a), (c), (d), (h) and (j) of Section 5 above.
All requests for preclearance must be submitted to the Compliance
Officer for approval. All approved orders must be executed no later than 5:00
p.m. local time on the business day following the date preclearance is
granted. If any order is not timely
--------
(1) Exhibit B will be amended by the Compliance Officer as necessary.
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executed, a request for preclearance must be resubmitted.
7. REPORTING
(a) Disinterested Directors/Trustees shall report to the
Secretary of the Fund or the Compliance Officer the information described in
Section 7(b) hereof with respect to transactions in any Security in which such
Disinterested Director/Trustee has, or by reason of such transaction acquires,
any direct or indirect Beneficial Ownership in the Security only if such
Disinterested Director/Trustee, at the time of that transaction knew or, in
the ordinary course of fulfilling his or her official duties as a
Director/Trustee of the Fund, should have known that, during the 15-day period
immediately preceding or subsequent to the date of the transaction in a
Security by such Director/Trustee, such Security is or was purchased or sold
by the Fund or was being considered for purchase or sale by the Fund, the
Manager or Adviser/Subadviser; provided, however, that a Disinterested
Director/Trustee is not required to make a report with respect to transactions
effected in any account over which such Director/Trustee does not have any
direct or indirect influence or control or in any account of the Disinterested
Director/Trustee which is managed on a discretionary basis by a person other
than such Director/Trustee and with respect to which such Director/Trustee
does not in fact influence or control such transactions. The Secretary of the
Fund or the Compliance Officer shall maintain such reports and such other
records to the extent required by Rule 17j-1 under the Act.
(b) Every report required by Section 7(a) hereof shall be made
not later than ten days after the end of the calendar quarter in which the
transaction to which the report relates was effected, and shall contain the
following information:
(i) The date of the transaction, the title and the number of
shares, and the principal amount of each Security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
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(iii) The price at which the transaction was effected;
(iv) The name of the broker, dealer or bank with or through whom
the transaction was effected; and
(v) The date that the report is submitted.
(c) Any such report may contain a statement that the report shall not
be construed as an admission by the person making such report
that he or she has any direct or indirect Beneficial Ownership in
the Security to which the report relates.
8. RECORDS OF SECURITIES TRANSACTIONS AND POST-TRADE REVIEW
Access Persons (other than Disinterested Directors/Trustees) are
required to direct their brokers to supply, on a timely basis, duplicate
copies of confirmations of all personal Securities transactions and copies of
periodic statements for all Securities accounts in which such Access Persons
have a Beneficial Ownership interest to the Compliance Officer. Such
instructions must be made upon becoming an Access Person and promptly as new
accounts are established, but no later than ten days after the end of a
calendar quarter, with respect to any account established by the Access Person
in which any securities were held during the quarter for the direct or
indirect beneficial interest of the Access Person. Notification must be made
in writing and a copy of the notification must be submitted to Compliance.
This notification will include the broker, dealer or bank with which the
account was established and the date the account was established.
Compliance with this Code requirement will be deemed to satisfy the
reporting requirements imposed on Access Persons under Rule 17j-1(d),
provided, however, that such confirmations and statements contain all the
information required by Section 7. b. hereof and are furnished within the time
period required by such section.
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The Compliance Officer will periodically review the personal
investment activity and holdings reports of all Access Persons (including
Disinterested Directors/Trustees with respect to Securities transactions
reported pursuant to Section 7 above).
9. DISCLOSURE OF PERSONAL HOLDINGS
Within ten days after an individual first becomes an Access Person
and thereafter on an annual basis, each Access Person (other than
Disinterested Directors/Trustees) must disclose all personal Securities
holdings. Such disclosure must be made in writing and be as of the date the
individual first became an Access Person with respect to the initial report
and by January 30 of each year, including holdings information as of December
31, with respect to the annual report. All such reports shall include the
following: title, number of shares and principal amount of each security held,
name of broker, dealer or bank with whom these securities are held and the
date of submission by the Access Person.
10. GIFTS
Access Persons are prohibited from receiving any gift or other thing
of more than $100 in value from any person or entity that does business with
or on behalf of the Fund. Occasional business meals or entertainment
(theatrical or sporting events, etc.) are permitted so long as they are not
excessive in number or cost.
11. SERVICE AS A DIRECTOR
Investment Personnel are prohibited from serving on the boards of
directors of publicly traded companies, absent prior authorization based upon
a determination that the board service would be consistent with the interests
of the Fund and its shareholders. In the limited instances that such board
service is authorized, Investment Personnel will be isolated from those making
investment decisions affecting transactions in Securities issued by any
publicly traded company on whose board such Investment Personnel serves as a
director through the use of "Chinese Wall" or other procedures designed to
address the potential conflicts of interest.
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12. CERTIFICATION OF COMPLIANCE WITH THE CODE
Access Persons are required to certify annually as follows:
(i) that they have read and understood the Code;
(ii) that they recognize that they are subject to the Code;
(iii) that they have complied with the requirements of the Code;
and
(iv) that they have disclosed or reported all personal Securities
transactions required to be disclosed or reported pursuant
to the requirements of the Code.
13. CODE VIOLATIONS
All violations of the Code will be reported to the Board of
Directors/Trustees of the Fund on a quarterly basis. The Board of
Directors/Trustees may take such action as it deems appropriate.
14. REVIEW BY THE BOARD OF DIRECTORS/TRUSTEES
The Board of Directors/Trustees will be provided with an annual
report which at a minimum:
(i) certifies to the Board that the Fund, Manager, Investment
Adviser/Subadviser, and Principal Underwriter has adopted procedures
reasonably necessary to prevent its Access persons from violating its Code.
(ii) summarizes existing procedures concerning personal investing and
any changes in the procedures made during the preceding year;
(iii) identifies material Code or procedural violations and sanctions
imposed in response to those material violations; and
(iv) identifies any recommended changes in existing restrictions or
procedures based upon the Fund's experience under the Code, evolving industry
practices, or developments in applicable laws and regulations.
The Board will review such report and determine if any further action
is required.
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EXPLANATORY NOTES TO CODE
1. No comparable Code requirements have been imposed upon
Prudential Mutual Fund Services LLC, the Fund's transfer agent, or those of
its directors or officers who are not Directors/Trustees or Officers of the
Fund since they are deemed not to constitute Access Persons or Advisory
Persons as defined in paragraphs (e)(1) and (2) of Rule 17j-1.
Dated: February 29, 2000
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Exhibit A
Definition of Beneficial Ownership
The term "beneficial ownership" of securities would include not only
ownership of securities held by an access person for his or her own benefit,
whether in bearer form or registered in his or her own name or otherwise, but
also ownership of securities held for his or her benefit by others (regardless
of whether or how they are registered) such as custodians, brokers, executors,
administrators, or trustees (including trusts in which he or she has only a
remainder interest), and securities held for his or her account by pledges,
securities owned by a partnership in which he or she should regard as a
personal holding corporation. Correspondingly, this term would exclude
securities held by an access person for the benefit of someone else.
Ordinarily, this term would not include securities held by executors
or administrators in estates in which an access person is a legatee or
beneficiary unless there is a specific legacy to such person of such
securities or such person is the sole legatee or beneficiary and there are
other assets in the estate sufficient to pay debts ranking ahead of such
legacy, or the securities are held in the estate more than a year after the
decedent's death.
Securities held in the name of another should be considered as
"beneficially" owned by an access person where such person enjoys "benefits
substantially equivalent to ownership". The SEC has said that although the
final determination of beneficial ownership is a question to be determined in
the light of the facts of the particular case, generally a person is regarded
as the beneficial owner of securities held in the name of his or her spouse
and their minor children. Absent special circumstances such relationship
ordinarily results in such person obtaining benefits substantially equivalent
to ownership, e.g., application of the income derived from such securities to
maintain a common home, to meet expenses which such person otherwise would
meet from other sources, or the ability to exercise a controlling influence
over the purchase, sale or voting of such securities.
An access person also may be regarded as the beneficial owner of
securities held in the name of another person, if by reason of any contact,
understanding,
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relationship, agreement or other arrangement, he obtains therefrom
benefits substantially equivalent to those of ownership. Moreover, the fact
that the holder is a relative or relative of a spouse and sharing the same
home as an access person may in itself indicate that the access person would
obtain benefits substantially equivalent to those of ownership from securities
held in the name of such relative. Thus, absent countervailing facts, it is
expected that securities held by relatives who share the same home as an
access person will be treated as being beneficially owned by the access
person.
An access person also is regarded as the beneficial owner of
securities held in the name of a spouse, minor children or other person, even
though he does not obtain therefrom the aforementioned benefits of ownership,
if he can vest or revest title in himself at once or at some future time.
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Exhibit B
INDEX OPTIONS ON A BROAD-BASED INDEX
<TABLE>
<CAPTION>
TICKER SYMBOL DESCRIPTION
-------------------- -------------------------------
<S> <C>
NIK Nikkei 300 Index CI/Euro
-------------------- -------------------------------
OEX S&P 100 Close/Amer Index
-------------------- -------------------------------
OEW S&P 100 Close/Amer Index
-------------------- -------------------------------
OEY S&P 100 Close/Amer Index
-------------------- -------------------------------
SPB S&P 500 Index
-------------------- -------------------------------
SPZ S&P 500 Open/Euro Index
-------------------- -------------------------------
SPX S&P 500 Open/Euro Index
-------------------- -------------------------------
SXZ S&P 500 (Wrap)
-------------------- -------------------------------
SXB S&P 500 Open/Euro Index
-------------------- -------------------------------
RUZ Russell 2000 Open/Euro Index
-------------------- -------------------------------
RUT Russell 2000 Open/Euro Index
-------------------- -------------------------------
MID S&P Midcap 400 Open/Euro Index
-------------------- -------------------------------
NDX NASDAQ- 100 Open/Euro Index
-------------------- -------------------------------
NDU NASDAQ- 100 Open/Euro Index
-------------------- -------------------------------
NDZ NASDAQ- 100 Open/Euro Index
-------------------- -------------------------------
NDV NASDAQ- 100 Open/Euro Index
-------------------- -------------------------------
NCZ NASDAQ- 100 Open/Euro Index
-------------------- -------------------------------
SML S&P Small Cap 600
-------------------- -------------------------------
TPX U.S. Top 100 Sector
-------------------- -------------------------------
SPL S&P 500 Long-Term Close
-------------------- -------------------------------
ZRU Russell 2000 L-T Open/Euro
-------------------- -------------------------------
VRU Russell 2000 Long-Term Index
-------------------- -------------------------------
</TABLE>
