STRATEGIC PARTNERS SERIES, 485APOS, 2000-12-15

STRATEGIC PARTNERS SERIES
485APOS, 2000-12-15

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As filed with the Securities and Exchange Commission on December 15, 2000

Securities Act Registration No. 333-95849
Investment Company Act Registration No. 811-09805
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]

Pre-Effective Amendment No. [_]

Post-Effective Amendment No. 5 [X]

and/or

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940 [_]

Amendment No. 6 [X]

(Check appropriate box or boxes)

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STRATEGIC PARTNERS SERIES

(Exact name of registrant as specified in charter)

GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077

(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (973) 367-1495

George P. Attisano
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
(Name and Address of Agent for Service)

Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement.

It is proposed that this filing will become effective (check appropriate box):

[_] immediately upon filing pursuant to paragraph (b)

[_] on (date), pursuant to paragraph (b)

[X] 60 days after filing pursuant to paragraph (a)(1)

[_] on (date) pursuant to paragraph (a)(1)

[_] 75 days after filing pursuant to paragraph (a)(2)

[_] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[_] this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.

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Title of Securities Being Registered . . . . Shares of beneficial interest,
par value $.001 per share.

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Explanatory Note
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This Post-Effective Amendment to the Registration Statement of Strategic
Partners Series (File No. 333-95849) is not intended to amend (i) the Prospectus
and Statement of Additional Information of Strategic Partners Focused Growth
Fund, dated March 27, 2000, as supplemented on April 18, 2000; or (ii) the
Prospectus and Statement of Additional Information of Strategic Partners New Era
Growth Fund, dated October 6, 2000.

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S t r a t e g i c P a r t n e r s (SM)
-------------------------------------------------------------- [GRAPHIC]
Strategic Partners Focused Value Fund

PROSPECTUS and FINANCIAL PRIVACY NOTICE
FEBRUARY ___, 2001

FUND TYPE Stock
OBJECTIVE Long-term growth of capital

[GRAPHIC]

As with all mutual funds, the Securities and Exchange
Commission has not approved or disapproved the Fund's
shares nor has the SEC determined that this prospectus is
complete or accurate. It is a criminal offense to state
otherwise.
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Table of Contents
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<TABLE>
<C> <S>
1 Risk/Return Summary
1 Investment Objective and Principal Strategies
2 Principal Risks
2 Evaluating Performance
3 Fees and Expenses

5 How the Fund Invests
5 Investment Objective and Policies
7 Other Investments and Strategies
11 Investment Risks

14 How the Fund is Managed
14 Board of Trustees
14 Manager
15 Investment Advisers
15 Portfolio Managers
15 Distributor

16 Fund Distributions and Tax Issues
16 Distributions
17 Tax Issues
18 If You Sell or Exchange Your Shares

20 How to Buy, Sell and Exchange Shares of the Fund
20 Initial Offering of Shares
21 How to Buy Shares
28 How to Sell Your Shares
31 How to Exchange Your Shares
33 Telephone Redemptions or Exchanges
34 Your Financial Security, Your Satisfaction & Your Privacy
For More Information (Back Cover)
</TABLE>

The Fund's Distributor will solicit subscriptions for the Fund's shares during
a subscription period expected to last from February , 2001 to March , 2001.
The Fund expects to begin a continuous offering of its shares on , 2001.

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STRATEGIC PARTNERS FOCUSED VALUE FUND (800) 225-1852
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Risk/Return Summary
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This section highlights key information about the STRATEGIC PARTNERS FOCUSED
VALUE FUND, which we refer to as "the Fund." The Fund is a separate series of
STRATEGIC PARTNERS SERIES ("the Company"). Additional information follows this
summary.

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is LONG-TERM GROWTH OF CAPITAL. This means we seek
investments whose price will increase over several years. We normally invest at
least 65% of total assets in equity-related securities of small-, mid- and
large-sized U.S. companies that we believe have strong capital appreciation
potential. The Fund's strategy is to combine the efforts of two

investment advisers and to invest in their favorite stock selection ideas. Each
investment adviser utilizes a value investment style to select approximately 20
to 30 securities. The investment advisers select securities of companies in
which they have the highest confidence and they may invest more than 5% of the
Fund's assets in any one issuer. The equity-related securities in which the
Fund primarily invests are common stocks.

Generally, each investment adviser will consider selling or reducing a stock
position when, in its opinion, the company no longer exhibits the
characteristics that foster sustainable long-term growth, minimize risk and
enhance the potential for superior long-term returns. A price decline of a
stock does not necessarily mean that an investment adviser will sell the stock
at that time. During market declines, either investment adviser may add to
positions in favored stocks, which can result in a somewhat more aggressive
strategy, with a gradual reduction of the number of companies in which the
adviser invests. Conversely, in rising markets, either investment adviser may
reduce or eliminate fully valued positions, which can result in a more
conservative investment strategy, with a gradual increase in the number of
companies represented in the adviser's portfolio segment.
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WE'RE VALUE INVESTORS
In deciding which stocks to buy, each investment adviser uses what is known as
a value investment style. This means that each adviser will invest in stocks
that it believes are undervalued based on its analysis of price-to-current
earnings, book value, asset value, or other factors.

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1
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Risk/Return Summary
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While we make every effort to achieve our objective, we can't guarantee
success.

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risk. Since the Fund
invests primarily in equity-related securities, there is the risk that the
price of a particular stock we own could go down, or the value of the equity
markets or a sector of them could go down. Stock markets are volatile. The
Fund's holdings can vary significantly from broad market indexes, and
performance of the Fund can deviate from the performance of such indexes.
Since our objective is long-term growth of capital, the companies we invest
in generally reinvest their earnings rather than distribute them to
shareholders. As a result, the Fund is not likely to receive significant
dividend income on its portfolio securities.

The Fund is NONDIVERSIFIED, meaning we can invest more than 5% of our assets
in the securities of any one issuer. Investing in a nondiversified mutual fund
involves greater risk than investing in a diversified fund because a loss
resulting from the decline in the value of one security may represent a greater
portion of the total assets of a nondiversified fund.

Like any mutual fund, an investment in the Fund could lose value and you
could lose money. For more detailed information about the risks associated with
the Fund, see "How the Fund Invests--Investment Risks."
An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

EVALUATING PERFORMANCE
Because the Fund is new, no performance history is included in this prospectus.

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STRATEGIC PARTNERS FOCUSED VALUE FUND (800) 225-1852
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Risk/Return Summary
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FEES AND EXPENSES
These tables show the sales charges, fees and expenses that you may pay if you
buy and hold shares of each share class of the Fund--Class A, B, C and Z. Each
share class has different sales charges--known as loads-- and expenses, but
represents an investment in the same fund. Class Z shares are available only to
a limited group of investors. For more information about which share class may
be right for you, see "How to Buy, Sell and Exchange Shares of the Fund."

SHAREHOLDER FEES/1/ (PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Z
<S> <C> <C> <C> <C>
Maximum sales charge (load) imposed on
purchases (as a percentage of
offering price) 5% None 1% None

Maximum deferred sales charge (load)
(as a percentage of the lower of
original purchase price or sale
proceeds) None 5%/2/ 1%/3/ None
Maximum sales charge (load) imposed on
reinvested dividends and other
distributions None None None None

Redemption fees None None None None
Exchange fee None None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Z
<S> <C> <C> <C> <C>
Management fees .90% .90% .90% .90%
+ Distribution and service (12b-1) fees .30%/4/ 1.00% 1.00% None
+ Other expenses/5/ .24% .24% .24% .24%
= Total annual Fund operating expenses 1.44% 2.14% 2.14% 1.14%
- Fee waiver .05% None None None
= NET ANNUAL FUND OPERATING EXPENSES 1.39%/4/ 2.14% 2.14% 1.14%
</TABLE>
1 Your broker may charge you a separate or additional fee for purchases and
sales of shares.
2 The contingent deferred sales charge (CDSC) for Class B shares decreases by
1% annually to 1% in the fifth and sixth years and 0% in the seventh year.
Class B shares convert to Class A shares approximately seven years after
purchase.
3 The CDSC for Class C shares is 1% for shares redeemed within 18 months of
purchase.
4 For the fiscal year ending 2-28-02, the Distributor of the Fund has
contractually agreed to reduce its distribution and service (12b-1) fees for
Class A shares to .25 of 1% of the average daily net assets of the Class A
shares.
5 Other expenses are estimated, since this is a new fund.

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3
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Risk/Return Summary
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EXAMPLE
This example will help you compare the fees and expenses of the Fund's
different share classes and the cost of investing in the Fund with the cost of
investing in other mutual funds.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then sell all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that
the Fund's operating expenses remain the same, except for the Distributor's
reduction of distribution and service (12b-1) fees for Class A shares during
the first year. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:

<TABLE>
<CAPTION>
1 YR 3 YRS
<S> <C> <C>
Class A shares $634 $928
Class B shares $717 $970
Class C shares $415 $763
Class Z shares $116 $362
</TABLE>

You would pay the following expenses on the same investment if you did not sell
your shares:

<TABLE>
<CAPTION>
1 YR 3 YRS
<S> <C> <C>
Class A shares $634 $928
Class B shares $217 $670
Class C shares $315 $763
Class Z shares $116 $362
</TABLE>

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STRATEGIC PARTNERS FOCUSED VALUE FUND (800) 225-1852
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How the Fund Invests
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INVESTMENT OBJECTIVE AND POLICIES

In pursuing our objective of LONG-TERM GROWTH OF CAPITAL, we normally invest at
least 65% of the Fund's total assets in equity-related securities of U.S.
companies that we believe have strong capital appreciation potential.

In addition to common stocks, equity-related securities include
nonconvertible preferred stocks; convertible securities; American Depositary
Receipts (ADRs); warrants and rights that can be exercised to obtain stock;
investments in various types of business ventures, including partnerships and
joint ventures; real estate investment trusts (REITs); and similar securities.
Convertible securities are securities--like bonds, corporate notes and
preferred stocks--that we can convert into the company's common stock or some
other equity security.

The Fund intends to be fully invested, holding less than 5% of its total
assets in cash under normal market conditions.

INVESTMENT STYLE

The portfolio managers of DAVIS SELECTED ADVISERS LP (Davis Advisers),
Christopher C. Davis and Kenneth Charles Feinberg, focus primarily on larger
capitalization value stocks. They look for companies with sustainable growth
rates selling at modest price-earnings multiples that they anticipate will
expand as other investors recognize the company's true worth. They conduct
extensive research to search for companies possessing several of the following
characteristics: first class management, management ownership, strong returns
on capital, lean expense structure, dominant or growing market share in a
growing market, proven record as an acquirer, strong balance sheet, competitive
products or services, successful international operations and innovation. Davis
Advisers believes that if an investor combines a sustainable growth rate with a
gradually expanding multiple, these rates compound and can generate returns
that could exceed average returns earned by investing in large capitalization
domestic stocks.

In selecting individual companies for investment, Ross S. Margolies and John B.
Cunningham, CFA, portfolio managers at SALOMON BROTHERS ASSET MANAGEMENT INC.,
employ fundamental analysis to search for companies whose share prices appear
to undervalue company assets or not adequately reflect favorable industry
trends, the short-term nature of earnings declines or other factors. They also
look for companies possessing several of the following characteristics:
competitive market position, competitive products and services, strong cash
flow and experienced and effective management.

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5
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How the Fund Invests
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They will evaluate special situations, such as current or possible changes in
management, corporate policies, capitalization or regulatory environment, which
may boost a company's sales, earnings, cash flow or share price. They also may
consider growth potential due to technological advances, new products or
services, new methods of marketing or production, changes in demand or other
significant new developments that may enhance a company's future earnings.

DIVISION OF ASSETS
Strategy. Under normal conditions, there will be an approximately equal
division of the Fund's assets between the two investment advisers. All daily
cash inflows (that is, purchases and reinvested distributions) and outflows
(that is, redemptions and expense items) will be divided between the two
investment advisers as the Manager deems appropriate. There will be a periodic
rebalancing of each segment's assets to take account of market fluctuations in
order to maintain the approximately equal allocation. As a consequence, the
Manager may allocate assets from the portfolio segment that has appreciated
more to the other.

Impact of Reallocations. Reallocations may result in additional costs since
sales of securities may result in higher portfolio turnover. Also, because each
investment adviser selects portfolio securities independently, it is possible
that a security held by one portfolio segment may also be held by the other
portfolio segment of the Fund or that the two advisers may simultaneously favor
the same industry. The Manager will monitor the overall portfolio to ensure
that any such overlaps do not create an unintended industry concentration. In
addition, if one investment adviser buys a security as the other adviser sells
it, the net position of the Fund in the security may be approximately the same
as it would have been with a single portfolio and no such sale and purchase had
occurred, but the Fund will have incurred additional costs. The Manager will
consider these costs in determining the allocation of assets. The Manager 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, the Manager also may have to sell securities on a
periodic basis and the Fund could realize capital gains that would not have
otherwise occurred.

For more information, see "Investment Risks" and the Statement of Additional
Information, "Description of the Fund, Its Investments and
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STRATEGIC PARTNERS FOCUSED VALUE FUND (800) 225-1852
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How the Fund Invests
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Risks." The Statement of Additional Information--which we refer to as the SAI--
contains additional information about the Fund. To obtain a copy, see the back
cover page of this prospectus.
The Fund's investment objective is a fundamental policy that cannot be
changed without shareholder approval. The Board can change investment policies
that are not fundamental.

OTHER INVESTMENTS AND STRATEGIES
In addition to the principal strategies, we may also use the following
investment strategies to try to increase the Fund's returns or protect its
assets if market conditions warrant.

FOREIGN SECURITIES

We may invest in FOREIGN SECURITIES, including stocks and other equity-related
securities, money market instruments and other fixed-income securities of
foreign issuers. We do not consider ADRs and other similar receipts or shares
to be foreign securities.

MONEY MARKET INSTRUMENTS
The Fund may temporarily hold cash or invest in high-quality foreign or
domestic money market instruments pending investment of proceeds from new sales
of Fund shares or to meet ordinary daily cash needs subject to the policy of
normally investing at least 65% of the Fund's assets in equity-related
securities. Money market instruments include the commercial paper of
corporations, certificates of deposit, bankers' acceptances and other
obligations of domestic and foreign banks, nonconvertible debt securities
(corporate and government), short-term obligations issued or guaranteed by the
U.S. government or its agencies or instrumentalities, repurchase agreements and
cash (foreign currencies or U.S. dollars).

REPURCHASE AGREEMENTS
The Fund may use REPURCHASE AGREEMENTS, where a party agrees to sell a security
to the Fund and then repurchase it at an agreed-upon price at a stated time.
This creates a fixed return for the Fund and is, in effect, a loan by the Fund.
Repurchase agreements are used for cash management purposes.

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How the Fund Invests
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TEMPORARY DEFENSIVE INVESTMENTS
In response to adverse market, economic, political or other conditions, we may
temporarily invest up to 100% of the Fund's assets in MONEY MARKET INSTRUMENTS.
Investing heavily in these securities limits our ability to achieve our
investment objective, but can help to preserve the Fund's assets when the
equity markets are unstable.

REAL ESTATE INVESTMENT TRUSTS

We may invest in the securities of real estate investment trusts known as
REITS. REITs are like corporations, except that they do not pay income taxes if
they meet certain IRS requirements. However, while REITs themselves do not pay
income taxes, the distributions they make to investors are taxable. REITs
invest primarily in real estate and distribute almost all of their income--most
of which comes from rents, mortgages and gains on sales of property--to
shareholders.

U.S. GOVERNMENT SECURITIES
The Fund may invest in securities issued or guaranteed by the U.S. Treasury or
by an agency or instrumentality of the U.S. government. Not all U.S. government
securities are backed by the full faith and credit of the United States. Some
are supported only by the credit of the issuing agency.

SHORT SALES
The Fund may make SHORT SALES of a security. This means that the Fund may sell
a security that it does not own when we think the value of the security will
decline. The Fund generally borrows the security to deliver to the buyer in a
short sale. The Fund must then buy the security at its market price when the
borrowed security must be returned to the lender. Short sales involve costs and
risk. 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. The
Fund also may make SHORT SALES "AGAINST THE BOX." In a short sale against the
box, at the time of sale, the Fund owns or has the right to acquire the
identical security at no additional cost. When selling short against the box,
the Fund gives up the opportunity for capital appreciation in the security.

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STRATEGIC PARTNERS FOCUSED VALUE FUND (800) 225-1852
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How the Fund Invests
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DERIVATIVE STRATEGIES
We may use various derivative strategies to try to improve the Fund's returns.
We may use hedging techniques to try to protect the Fund's assets. We cannot
guarantee that these strategies will work, that the instruments necessary to
implement these strategies will be available, or that the Fund will not lose
money. Derivatives--such as futures, options and options on futures--involve
costs and can be volatile. With derivatives, an investment adviser tries to
predict whether the underlying investment--a security, market index, currency,
interest rate or some other benchmark--will go up or down at some future date.
We may use derivatives to try to reduce risk or to increase return consistent
with the Fund's overall investment objective. The investment adviser will
consider other factors (such as cost) in deciding whether to employ any
particular strategy or use any particular instrument. Any derivatives we use
may not match the Fund's underlying holdings.

Options. The Fund may purchase and sell put and call options on securities and
on securities indexes traded on U.S. or foreign securities exchanges or in the
over-the-counter market. An OPTION is the right to buy or sell securities in
exchange for a premium. The Fund will sell only covered options.

Futures Contracts and Related Options. The Fund may purchase and sell stock
index futures contracts and related options on stock index futures. The Fund
may purchase and sell futures contracts on foreign currencies and related
options on foreign currency futures contracts. A FUTURES CONTRACT is an
agreement to buy or sell a set quantity of an underlying product at a future
date, or to make or receive a cash payment based on the value of a securities
index.

ADDITIONAL STRATEGIES
The Fund also follows certain policies when it BORROWS MONEY (the Fund can
borrow up to 33 1/3% of the value of its total assets); LENDS ITS SECURITIES to
others for cash management purposes (the Fund can lend up to 33 1/3% of the
value of its total assets including collateral received in the transaction);
and HOLDS ILLIQUID SECURITIES (the Fund may hold up to 15% of
its net assets in illiquid securities, including securities with legal or
contractual restrictions on resale, those without a readily available market
and repurchase agreements with maturities longer than seven days). The

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How the Fund Invests
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Fund is subject to certain investment restrictions that are fundamental
policies, which means they cannot be changed without shareholder approval. For
more information about these restrictions, see the SAI.

PORTFOLIO TURNOVER

It is not a principal strategy of the Fund to actively and frequently trade its
portfolio securities to achieve its investment objective. Nevertheless, we
anticipate the Fund may have an annual portfolio turnover rate of up to 125%,
attributable to, among other things, reallocation of Fund assets between
investment advisers. Portfolio turnover is generally the percentage found by
dividing the lesser of portfolio purchases and sales by the monthly average
value of the portfolio. High portfolio turnover (100% or more) results in
higher brokerage commissions and other costs and can affect the Fund's
performance. It also can result in a greater amount of distributions as
ordinary income rather than long-term capital gains.

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How the Fund Invests
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INVESTMENT RISKS
All investments involve risk, and investing in the Fund is no exception. Since
the Fund's holdings can vary significantly from broad market indexes,
performance of the Fund can deviate from performance of the indexes. This chart
outlines the key risks and potential rewards of the Fund's principal
investments and certain other non-principal investments the Fund may make. The
investment types are listed in the order in which they normally will be used by
the portfolio managers. See, too, "Description of the Fund, Its Investments and
Risks" in the SAI.

INVESTMENT TYPE
% OF FUND'S TOTAL RISKS POTENTIAL REWARDS
ASSETS

. Individual stocks . Historically,
EQUITY-RELATED could lose value stocks have
SECURITIES outperformed
other
investments over
the long term

. The equity
At least 65% markets could go
down, resulting . Generally,
in a decline in economic growth
value of the means higher
Fund's corporate
investments profits, which
lead to an
. Changes in increase in
economic or stock prices,
political known as capital
conditions, both appreciation
domestic and
international,
may result in a
decline in value
of the Fund's
investments

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FOREIGN . Foreign markets, . Investors can
SECURITIES economies and participate in
political systems the growth of
may not be as foreign markets
stable as in the and companies
U.S. operating in
those markets

Up to 20%
. Currency risk--
changing
values of foreign currencies
can cause losses
. May profit from
changing values
of foreign
currencies
. May be less
liquid than U.S. . Opportunities
stocks and bonds for
diversification
. Differences in
foreign laws,
accounting
standards, public
information,
custody and
settlement
practices may
provide less
reliable
information on
foreign
investments and
may involve more
risk

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How the Fund Invests
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INVESTMENT TYPE (CONT'D)
% OF FUND'S TOTAL RISKS POTENTIAL REWARDS
ASSETS
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DERIVATIVES . Derivatives such . The Fund could
Percentage as futures and make money and
varies; usually options that are protect against
less than 10% used for hedging losses if the
purposes may not investment
fully offset the analysis proves
underlying correct
positions and . Derivatives that
this could result involve leverage
in losses to the could generate
Fund that would substantial
not have gains at low
otherwise cost
occurred
. Derivatives used . One way to
for risk manage the
management may Fund's
not have the risk/return
intended effects balance is by
and may result in locking in the
losses or missed value of an
opportunities investment ahead
of time

. The other party
to a deri-vatives
contract could
default

. Derivatives that
involve leverage
could magnify
losses

. Certain types of
derivatives
involve costs to
the Fund that can
reduce returns

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U.S. GOVERNMENT . Not all are . May preserve the
SECURITIES insured or Fund's assets
Up to 35%; usu- guaranteed by the . Principal and
ally less than U.S. government interest may be
10% but only by the guaranteed by
issuing agency the U.S.
government
. Limits potential
for capital
appreciation
. Interest rate
risk--the risk
that the value of
most debt
obligations will
fall when
interest rates
rise; the longer
its maturity, the
more its value
typically falls

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REAL ESTATE . Performance . Real estate
INVESTMENT TRUSTS depends on the holdings can
(REITS) strength of the generate good
Up to 25%; usu- real estate returns from
ally less than market, REIT rents, rising
10% management and market values,
property etc.
management which . Greater
can be affected diversification
by many factors, than direct
including ownership
national and
regional economic
conditions

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SHORT SALES . May magnify . May magnify
Up to 25% of net underlying underlying
assets; usually investment losses investment gains
less than 10%
. Investment costs
may exceed
potential
underlying
investment gains

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How the Fund Invests
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INVESTMENT TYPE (CONT'D)
% OF FUND'S TOTAL RISKS POTENTIAL REWARDS
ASSETS
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ILLIQUID . May be difficult . May offer a more
SECURITIES to value attractive yield
precisely or potential for
growth than more
widely traded
securities

Up to 15% of net . May be difficult
assets to sell at the
time or price
desired
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MONEY MARKET . Limits potential . May preserve the
INSTRUMENTS for capital Fund's assets
appreciation

. Credit risk--the
Up to 100% on a risk that the
temporary basis default of an
issuer would
leave the Fund
with unpaid
interest or
principal

. Market risk--the
risk that the
market value of
an investment may
move up or down.
Market risk may
affect an
industry, a
sector or the
market as a whole

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How the Fund is Managed
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BOARD OF TRUSTEES

The Company's Board of Trustees oversees the actions of the Manager, investment
advisers and Distributor, and decides on general policies. The Board also
oversees the Company's officers, who conduct and supervise the daily business
operations of the Fund.

MANAGER
PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC (PIFM)
GATEWAY CENTER THREE, 100 MULBERRY STREET
NEWARK, NJ 07102-4077

Under a management agreement with the Fund, PIFM manages the Fund's
investment operations and administers its business affairs. PIFM is paid annual
management fees of .90 of 1% of the Fund's average net assets up to and
including $1 billion and .85 of 1% of average net assets over $1 billion. PIFM
has responsibility for all investment advisory services and supervises the
Fund's investment advisers.

Subject to the supervision of the Board of Trustees of the Company, PIFM is
responsible for conducting the initial review of prospective investment
advisers for the Company. In evaluating a prospective investment adviser, PIFM
considers many factors, including the firm's experience, investment philosophy
and historical performance. PIFM also is responsible for monitoring the
performance of the Company's investment advisers.
PIFM and the Company operate under an exemptive order (the Order) from the
Securities and Exchange Commission that generally permits PIFM to enter into or
amend agreements with investment advisers without obtaining shareholder
approval each time. This authority is subject to certain conditions, including
the requirement that the Board of Trustees must approve any new or amended
agreements with investment advisers. Shareholders of the Fund still have the
right to terminate these agreements at any time by a vote of the majority of
outstanding shares of the Fund. The Company will notify shareholders of any new
investment advisers or material amendments to advisory agreements made pursuant
to the Order.
PIFM and its predecessors have served as manager or administrator to
investment companies since 1987. As of December 31, 2000, PIFM served as the
manager to mutual funds, and as manager or administrator to closed-end
investment companies, with aggregate assets of approximately $ billion.

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How the Fund is Managed
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INVESTMENT ADVISERS

Davis Selected Advisers LP (Davis Advisers) and Salomon Brothers Asset
Management Inc. (Salomon Brothers) are the Fund's investment advisers. Davis
Advisers, 2949 Elvira Road, Suite 101, Tucson, Arizona 85706, has served as
investment adviser for all of the Davis Funds, other mutual funds, and other
institutional clients since February 1969. As of December 31, 2000, Davis
Advisers managed approximately $ billion in net assets.

Salomon Brothers, a wholly owned subsidiary of Citigroup, Inc., is located
at 7 World Trade Center, New York, New York 10048. Together with its
affiliates, Salomon Brothers provides a broad range of fixed-income and equity
investment advisory services to various entities located throughout the world
and managed $ billion in assets as of December 31, 2000.

PORTFOLIO MANAGERS
CHRISTOPHER C. DAVIS and KENNETH CHARLES FEINBERG are co-portfolio managers for
the portion of the Fund's assets managed by Davis Advisers. Mr. Davis is
President of Davis New York Venture Fund, Inc. and has co-managed that fund
since October 1995. He also manages or co-manages other equity funds advised by
Davis Advisers. Mr. Feinberg has served as a co-manager of Davis New York
Venture Fund since May 1998. He also manages or co-manages other equity funds
advised by Davis Advisers. He has been a research analyst at Davis Advisers
since December 1994.

ROSS S. MARGOLIES and JOHN B. CUNNINGHAM, CFA, are co-portfolio managers for
the portion of the Fund's assets managed by Salomon Brothers. Mr. Margolies, a
Managing Director of Salomon Brothers, has managed or co-managed the Salomon
Brothers Capital Fund since January 1995. Mr. Cunningham, a Director and equity
analyst with Salomon Brothers, has co-managed the Salomon Brothers Investors
Value Fund since July 1998. He joined Salomon Brothers in January 1995.

DISTRIBUTOR
Prudential Investment Management Services LLC (PIMS) distributes the Fund's
shares under a Distribution Agreement with the Fund. The Fund has Distribution
and Service Plans under Rule 12b-1 under the Investment Company Act. Under the
Plans and the Distribution Agreement, PIMS pays the expenses of distributing
the Fund's Class A, B, C and Z shares and provides certain shareholder support
services. The Fund pays distribution and other fees to PIMS as compensation for
its services for each class of shares other than Class Z. These fees--known as
12b-1 fees--are shown in the "Fees and Expenses" tables.

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Fund Distributions and Tax Issues
--------------------------------------------------------------------------------

Investors who buy shares of the Fund should be aware of some important tax
issues. For example, the Fund distributes DIVIDENDS of ordinary income and any
realized net CAPITAL GAINS to shareholders. These distributions are subject to
taxes, unless you hold your shares in a 401(k) plan, an Individual Retirement
Account (IRA) or some other qualified or tax-deferred plan or account.
Dividends and distributions from the Fund also may be subject to state and
local income taxes.
Also, if you sell shares of the Fund for a profit, you may have to pay
capital gains taxes on the amount of your profit, again unless you hold your
shares in a qualified or tax-deferred plan or account.
The following briefly discusses some of the important federal tax issues you
should be aware of, but is not meant to be tax advice. For tax advice, please
speak with your tax adviser.

DISTRIBUTIONS
The Fund distributes DIVIDENDS of any net investment income to shareholders--
typically once a year. For example, if the Fund owns ACME Corp. stock and the
stock pays a dividend, the Fund will pay out a portion of this dividend to its
shareholders, assuming the Fund's income is more than its costs and expenses.
The dividends you receive from the Fund will be taxed as ordinary income
whether or not they are reinvested in the Fund.
The Fund also distributes realized net CAPITAL GAINS to shareholders--
typically once a year. Capital gains are generated when the Fund sells its
assets for a profit. For example, if the Fund bought 100 shares of ACME Corp.
stock for a total of $1,000 and more than one year later sold the shares for a
total of $1,500, the Fund has net long-term capital gains of $500, which it
will pass on to shareholders (assuming the Fund's total gains are greater than
any losses it may have). Capital gains are taxed differently depending on how
long the Fund holds the security--if a security is held more than one year
before it is sold, LONG-TERM capital gains are taxed at the rate of 20%, but if
the security is held one year or less, SHORT-TERM capital gains are taxed at
ordinary income rates of up to 39.6%. Different rates apply to corporate
shareholders.
For your convenience, Fund distributions of dividends and capital gains are
AUTOMATICALLY REINVESTED in the Fund without any sales charge. If you ask us to
pay the distributions in cash, we will send you a check if your

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Fund Distributions and Tax Issues
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account is with the Transfer Agent. Otherwise, if your account is with a
broker, you will receive a credit to your account. Either way, the
distributions may be subject to taxes, unless your shares are held in a
qualified or tax-deferred plan or account. For more information about automatic
reinvestment and other shareholder services, see "Step 4: Additional
Shareholder Services" in the next section.

TAX ISSUES
FORM 1099
Every year, you will receive a Form 1099, which reports the amount of dividends
and capital gains we distributed to you during the prior year. If you own
shares of the Fund as part of a qualified or tax-deferred plan or account, your
taxes are deferred, so you will not receive a Form 1099. However, you will
receive a Form 1099 when you take any distributions from your qualified or tax-
deferred plan or account.

Fund distributions are generally taxable to you in the calendar year they
are received, except when we declare certain dividends in the fourth quarter
and actually pay them in January of the following year. In such cases, the
dividends are treated as if they were paid on December 31 of the prior year.
Corporate shareholders generally are eligible for the 70% dividends-received
deduction for certain dividends.

WITHHOLDING TAXES
If federal tax law requires you to provide the Fund with your taxpayer
identification number and certifications as to your tax status, and you fail to
do this, or if you are otherwise subject to backup withholding, we will
withhold and pay to the U.S. Treasury 31% of your distributions and sale
proceeds. Dividends of net investment income and short-term capital gains paid
to a nonresident foreign shareholder generally will be subject to a U.S.
withholding tax of 30%. This rate may be lower, depending on any tax treaty the
U.S. may have with the shareholder's country.

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Fund Distributions and Tax Issues
--------------------------------------------------------------------------------

IF YOU PURCHASE JUST BEFORE RECORD DATE
If you buy shares of the Fund just before the record date (the date that
determines who receives the distribution), that distribution will be paid to
you. As explained above, the distribution may be subject to income or capital
gains taxes. You may think you've done well since you bought shares one day and
soon thereafter received a distribution. That is not so because when dividends
are paid out, the value of each share of the Fund decreases by the amount of
the dividend to reflect the payout, although this may not be apparent because
the value of each share of the Fund also will be affected by the market
changes, if any. The distribution you receive makes up for the decrease in
share value. However, the timing of your purchase does mean that part of your
investment came back to you as taxable income.

QUALIFIED AND TAX-DEFERRED RETIREMENT PLANS
Retirement plans and accounts allow you to defer paying taxes on investment
income and capital gains. Contributions to these plans may also be tax
deductible, although distributions from these plans generally are taxable. In
the case of Roth IRA accounts, contributions are not tax deductible, but
distributions from the plan may be tax-free.

IF YOU SELL OR EXCHANGE YOUR SHARES
If you sell any shares of the Fund for a profit, you have REALIZED A CAPITAL
GAIN, which is subject to tax unless you hold shares in a qualified or tax-
deferred plan or account. The amount of tax you pay depends on how long you
owned your shares. If you sell shares of the Fund for a loss, you may have a
capital loss, which you may use to offset certain capital gains you have.
If you sell shares and realize a loss, you will not be permitted to use the
loss to the extent you replace the shares (including pursuant to the
reinvestment of a dividend) within a 61-day period (beginning 30 days before
the sale of the shares). If you acquire shares of the Fund and sell
------------------------------------------------

--->+$ CAPITAL GAIN
(taxes owed)
RECEIPTS FROM SALE OR
--->-$ CAPITAL LOSS
(offset against gain)

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Fund Distributions and Tax Issues
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your shares within 90 days, you may not be allowed to include certain charges
incurred in acquiring the shares for purposes of calculating gain or loss
realized upon the sale of the shares.
Exchanging your shares of the Fund for the shares of another series of the
Company is considered a sale for tax purposes. In other words, it's a "taxable
event." Therefore, if the shares you exchanged have increased in value since
you purchased them, you have capital gains, which are subject to the taxes
described above.
Any gain or loss you may have from selling or exchanging Fund shares will
not be reported on Form 1099; however, proceeds from the sale will be reported
on Form 1099-B. Therefore, unless you hold your shares in a qualified or tax-
deferred plan or account, you or your financial adviser should keep track of
the dates on which you buy and sell--or exchange--Fund shares, as well as the
amount of any gain or loss on each transaction. For tax advice, please see your
tax adviser.

AUTOMATIC CONVERSION OF CLASS B SHARES
We have obtained a legal opinion that the conversion of Class B shares into
Class A shares--which happens automatically approximately seven years after
purchase--is not a "taxable event" because it does not involve an actual sale
of your Class B shares. This opinion, however, is not binding on the Internal
Revenue Service (IRS). For more information about the automatic conversion of
Class B shares, see "Class B Shares Convert to Class A Shares After
Approximately Seven Years" in the next section.

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How to Buy, Sell and
--------------------------------------------------------------------------------
Exchange Shares of the Fund
--------------------------------------------------------------------------------

INITIAL OFFERING OF SHARES
PIMS will solicit subscriptions for Class A, Class B, Class C and Class Z
shares of the Fund during a subscription period beginning February , 2001 and
expected to end , 2001. Fund shares subscribed for during this time will
be issued at a net asset value of $10.00 per share on a closing date expected
to occur on , 2001. An initial sales charge of 5% (5.26% of the net
amount invested) is imposed on each transaction in Class A shares. The initial
sales charge may be reduced depending on the amount of the purchase as shown in
the table under "Reducing or Waiving Class A's Initial Sales Charge." An
initial sales charge of 1% (1.01% of the net amount invested) is imposed on
each transaction in Class C shares. Your broker will notify you of the end of
the subscription period. Payment for Fund shares will be due within three days.
If you send an order during the subscription period along with payment, your
money will be returned unless you allow the money to be invested in Special
Money Fund (Money Fund), a money market fund. If this is your first investment
in Money Fund, all amounts received and invested in Money Fund, including any
dividends received on these funds, will be automatically invested in this Fund
on the closing date. You will not receive share certificates. If you previously
owned shares of Money Fund, dividends accrued on your shares will not be
exchanged for Fund shares. The minimum initial investment is $1,000 for Class A
and Class B shares and $2,500 for Class C shares. There are no minimum
investment requirements for Class Z shares.
If you subscribe for shares, you will not have any rights as a shareholder
of the Fund until your shares are paid for and their issuance has been
reflected in the Fund's books. We reserve the right to withdraw, modify or
terminate the initial offering without notice and to refuse any order in whole
or in part.
The Fund will be closed for purchases after , 2001 to , 2001,
while the investment advisers invest the proceeds of the offering in accordance
with the Fund's investment objective and policies (the closing period).
Beginning on or about , 2001, the Fund will commence a continuous
offering of its shares. During the closing period, shareholders may redeem
existing positions, but the Fund will be closed to new purchases.

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HOW TO BUY SHARES
STEP 1: OPEN AN ACCOUNT
If you don't have an account with a securities firm that is permitted to buy or
sell shares of the Fund for you, call the Fund's Transfer Agent, Prudential
Mutual Fund Services LLC (PMFS), at (800) 225-1852, or contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: INVESTMENT SERVICES
P.O. BOX 8159
PHILADELPHIA, PA 19101

You may purchase shares by check or wire. We do not accept cash or money
orders. To purchase by wire, call the number above to obtain an application.
After PMFS receives your completed application, you will receive an account
number. We have the right to reject any purchase order (including an exchange
into the Fund) or suspend or modify the Fund's sale of its shares.

STEP 2: CHOOSE A SHARE CLASS
Individual investors can choose among Class A, Class B, Class C and Class Z
shares of the Fund, although Class Z shares are available only to a limited
group of investors.
Multiple share classes let you choose a cost structure that better meets
your needs. With Class A shares, you pay the sales charge at the time of
purchase, but the operating expenses each year are lower than the expenses of
Class B and Class C shares. With Class B shares, you only pay a sales charge if
you sell your shares within six years (that is why it is called a Contingent
Deferred Sales Charge or CDSC), but the operating expenses each year are higher
than Class A share expenses. With Class C shares, you pay a 1% front-end sales
charge and a 1% CDSC if you sell within 18 months of purchase, but the
operating expenses are also higher than the expenses for Class A shares.
When choosing a share class, you should consider the following:
. The amount of your investment
. The length of time you expect to hold the shares and the impact of
varying distribution fees
. The different sales charges that apply to each share class--Class A's
front-end sales charge vs. Class B's CDSC vs. Class C's low front-end
sales charge and low CDSC

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21
<PAGE>

. Whether you qualify for any reduction or waiver of sales charges
. The fact that Class B shares automatically convert to Class A shares
approximately seven years after purchase
. Whether you qualify to purchase Class Z shares.

See "How to Sell Your Shares" for a description of the impact of CDSCs.

Share Class Comparison. Use this chart to help you compare the Fund's different
share classes. The discussion following this chart will tell you whether you
are entitled to a reduction or waiver of any sales charges.

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS Z

<S> <C> <C> <C> <C>
Minimum purchase $1,000 $1,000 $2,500 None
amount/1/

Minimum amount for $100 $100 $100 None
subsequent purchases/1/

Maximum initial 5% of the public None 1% of the public None
sales charge offering price offering price

Contingent Deferred None If sold during: 1% on sales None
Sales Charge Year 1 5% made within
(CDSC)/2/ Year 2 4% 18 months of
Year 3 3% purchase/2/
Year 4 2%
Years 5/6 1%
Year 7 0%
Annual distribution and .30 of 1%; 1% 1% None
service (12b-1) fees (.25 of 1%
shown as a percentage of currently)
average net assets/3/
</TABLE>
1 The minimum investment requirements do not apply to certain retirement and
employee savings plans and custodial accounts for minors. The minimum initial
and subsequent investment for purchases made through the Automatic Investment
Plan is $50. For more information, see "Additional Shareholder Services--
Automatic Investment Plan."
2 For more information about the CDSC and how it is calculated, see "How to
Sell Your Shares--Contingent Deferred Sales Charge (CDSC)."
3 These distribution and service fees are paid from the Fund's assets on a
continuous basis. Over time, the fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.
The service fee for Class A, Class B and Class C shares is .25 of 1%. The
distribution fee for Class A shares is limited to .30 of 1% (including the
.25 of 1% service fee). Class B and Class C shares pay a distribution fee (in
addition to the service fee) of .75 of 1%. For the fiscal year ending 2-28-
02, the Distributor of the Fund has contractually agreed to reduce its
distribution and service (12b-1) fees for Class A shares to .25 of 1% of the
average daily net assets of the Class A shares.

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REDUCING OR WAIVING CLASS A'S INITIAL SALES CHARGE
The following describes the different ways investors can reduce or avoid paying
Class A's initial sales charge.

Increase the Amount of Your Investment. You can reduce Class A's sales charge
by increasing the amount of your investment. This table shows how the sales
charge decreases as the amount of your investment increases.

<TABLE>
<CAPTION>
SALES CHARGE AS % SALES CHARGE AS % DEALER
AMOUNT OF PURCHASE OF OFFERING PRICE OF AMOUNT INVESTED REALLOWANCE
<S> <C> <C> <C>
Less than $25,000 5.00% 5.26% 4.75%
$25,000 to $49,999 4.50% 4.71% 4.25%
$50,000 to $99,999 4.00% 4.17% 3.75%
$100,000 to $249,999 3.25% 3.36% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.40%
$500,000 to $999,999 2.00% 2.04% 1.90%
$1 million and above/1/ None None None
</TABLE>

1 If you invest $1 million or more, you can buy only Class A shares, unless you
qualify to buy Class Z shares.

To satisfy the purchase amounts above, you can:
. Invest with an eligible group of related investors
. Buy Class A shares of two or more series of Strategic Partners Series at
the same time
. Use your RIGHTS OF ACCUMULATION, which allow you to combine the current
value of shares of series of Strategic Partners Series that you already
own and the value of money market shares you have received for shares of
those series in an exchange transaction with the value of the shares you
are purchasing for purposes of determining the applicable sales charge
(note: you must notify the Transfer Agent if you qualify for Rights of
Accumulation)
. Sign a LETTER OF INTENT, stating in writing that you or an eligible group
of related investors will purchase a certain amount of shares in the Fund
and other series of Strategic Partners Series within 13 months.

The Distributor may reallow Class A's sales charge to dealers.

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<PAGE>

Benefit Plans. Benefit Plans can avoid Class A's initial sales charge if the
Benefit Plan has existing assets of at least $1 million or 250 eligible
employees or participants. For these purposes, a Benefit Plan is a pension,
profit-sharing or other employee benefit plan qualified under Section 401 of
the Internal Revenue Code, a deferred compensation or annuity plan under
Sections 403(b) and 457 of the Internal Revenue Code, a rabbi trust, or a
nonqualified deferred compensation plan.

Mutual Fund Programs. Waivers are also available to investors in certain
programs sponsored by brokers, investment advisers and financial planners who
have agreements with the Fund's Distributor relating to:
. Mutual fund "wrap" or asset allocation programs where the sponsor places
Fund trades and charges its clients a management, consulting or other fee
for its services, or
. Mutual fund "supermarket" programs where the sponsor links its clients'
accounts to a master account in the sponsor's name and the sponsor
charges a fee for its services.

Broker-dealers, investment advisers or financial planners sponsoring these
mutual fund programs may offer their clients more than one class of shares in
the Fund in connection with different pricing options for their programs.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.

Other Types of Investors. Other investors pay no sales charge, including
certain officers, employees or agents of the Manager and its affiliates, the
investment advisers of the Fund and registered representatives and employees of
brokers that have entered into a dealer agreement with the Distributor. To
qualify for a reduction or waiver of the sales charge, you must notify the
Transfer Agent or your broker at the time of purchase. For more information,
see the SAI, "Purchase, Redemption and Pricing of Fund Shares--Reduction and
Waiver of Initial Sales Charge--Class A Shares."

WAIVING CLASS C'S INITIAL SALES CHARGE
Benefit Plans. Benefit Plans (as defined above) may purchase Class C shares
without paying an initial sales charge.

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Investment of Redemption Proceeds from Other Investment Companies. The initial
sales charge will be waived for purchases of Class C shares if the purchase is
made with money from the redemption of shares of any unaffiliated investment
company. These purchases must be made within 60 days of the redemption. This
waiver is not available to investors who purchase shares directly from the
Transfer Agent. If you are entitled to the waiver, you must notify either the
Transfer Agent or your broker, who may require any supporting documents they
consider appropriate.

QUALIFYING FOR CLASS Z SHARES
Class Z shares of the Fund can be purchased by any of the following:
. Any Benefit Plan, as defined above, and certain nonqualified plans,
provided the Benefit Plan--in combination with other plans sponsored by
the same employer or group of related employers--has at least $50 million
in defined contribution assets
. Current and former Trustees of the Company
. The Manager or an investment adviser or one of their respective
affiliates, with an investment of $10 million or more.

In connection with the sale of shares, the Manager, the Distributor or one
of their affiliates may pay brokers, financial advisers and other persons a
commission of up to 4% of the purchase price for Class B shares, up to 2% of
the purchase price for Class C shares and a finder's fee for Class A or Class Z
shares from their own resources based on a percentage of the net asset value of
shares sold or otherwise.

CLASS B SHARES CONVERT TO CLASS A SHARES AFTER APPROXIMATELY SEVEN YEARS
If you buy Class B shares and hold them for approximately seven years, we will
automatically convert them into Class A shares without charge. At that time, we
will also convert any Class B shares that you purchased with reinvested
dividends and other distributions. Since the 12b-1 fees for Class A shares are
lower than for Class B shares, converting to Class A shares lowers your Fund
expenses.
When we do the conversion, you will get fewer Class A shares than the number
of converted Class B shares if the price of the Class A shares is higher than
the price of Class B shares. The total dollar value will be the same, so you
will not have lost any money by getting fewer Class A shares.

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<PAGE>

MUTUAL FUND SHARES
The NAV of mutual fund shares changes every day because the value of a fund's
portfolio changes constantly. For example, if Fund XYZ holds ACME Corp. stock
in its portfolio and the price of ACME stock goes up while the value of the
fund's other holdings remains the same and expenses don't change, the NAV of
Fund XYZ will increase.
--------------------------------------------------------------------------------
We do the conversions quarterly, not on the anniversary date of your purchase.
For more information, see the SAI, "Purchase, Redemption and Pricing of Fund
Shares--Conversion Feature--Class B Shares."

STEP 3: UNDERSTANDING THE PRICE YOU'LL PAY
The price you pay for each share of the Fund is based on the share value. The
share value of a mutual fund--known as the NET ASSET VALUE or NAV--is
determined by a simple calculation: it's the total value of the Fund (assets
minus liabilities) divided by the total number of shares outstanding. For
example, if the value of the investments held by Fund XYZ (minus its
liabilities) is $1,000 and there are 100 shares of Fund XYZ owned by
shareholders, the price of one share of the fund--or the NAV--is $10 ($1,000
divided by 100). Portfolio securities are valued based upon market quotations
or, if not readily available, at fair value as determined in good faith under
procedures established by the Company's Board. Most national newspapers report
the NAVs of most mutual funds, which allows investors to check the price of
mutual funds daily.
-----------------------------
We determine the NAV of our shares once each business day at 4:15 p.m. New
York time on days that the New York Stock Exchange (NYSE) is open for trading.
The NYSE is closed on most national holidays and Good Friday. Because the Fund
may invest in foreign securities, its NAV may change on days when you cannot
buy or sell shares. We do not determine the NAV on days when we have not
received any orders to purchase, sell or exchange Fund shares, or when changes
in the value of the Fund's portfolio do not materially affect the NAV.

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What Price Will You Pay for Shares of the Fund?
For Class A and Class C shares, you'll pay the public offering price, which is
the NAV next determined after we receive your order to purchase, plus an
initial sales charge (unless you're entitled to a waiver). For Class B and
Class Z shares, you will pay the NAV next determined after we receive your
order to purchase (remember, there are no up-front sales charges for these
share classes). Your broker may charge you a separate or additional fee for
purchases of shares.

STEP 4: ADDITIONAL SHAREHOLDER SERVICES
As a Fund shareholder, you can take advantage of the following services and
privileges:

Automatic Reinvestment. As we explained in the "Fund Distributions and Tax
Issues" section, the Fund pays out--or distributes--its net investment income
and capital gains to all shareholders. For your convenience, we will
automatically reinvest your distributions in the Fund at NAV without any sales
charge. If you want your distributions paid in cash, you can indicate this
preference on your application, notify your broker or notify the Transfer Agent
in writing (at the address below) at least five business days before the date
we determine who receives dividends.

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: ACCOUNT MAINTENANCE
P.O. BOX 8159
PHILADELPHIA, PA 19101

Automatic Investment Plan. You can make regular purchases of the Fund for as
little as $50 by having the funds automatically withdrawn from your bank or
brokerage account at specified intervals.

Systematic Withdrawal Plan. A systematic withdrawal plan is available that will
provide you with monthly, quarterly, semi-annual or annual redemption checks.
Remember, the sale of Class B and Class C shares may be subject to a CDSC.

Reports to Shareholders. Every year we will send you an annual report (along
with an updated prospectus) and a semi-annual report, which

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<PAGE>

contain important financial information about the Fund. To reduce Fund
expenses, we will send one annual shareholder report, one semi-annual
shareholder report and one annual prospectus per household, unless you instruct
us or your broker otherwise.

HOW TO SELL YOUR SHARES
You can sell your shares of the Fund for cash (in the form of a check) at any
time, subject to certain restrictions.
When you sell shares of the Fund--also known as redeeming your shares--the
price you will receive will be the NAV next determined after the Transfer
Agent, the Distributor or your broker receives your order to sell. If your
broker holds your shares, your broker must receive your order to sell by 4:15
p.m. New York time to process the sale on that day. Otherwise contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: REDEMPTION SERVICES
P.O. BOX 8149
PHILADELPHIA, PA 19101

Generally, we will pay you for the shares that you sell within seven days
after the Transfer Agent, the Distributor or your broker receives your sell
order. If you hold shares through a broker, payment will be credited to your
account. If you are selling shares you recently purchased with a check, we may
delay sending you the proceeds until your check clears, which can take up to 10
days from the purchase date. You can avoid delay if you purchase shares by
wire, certified check or cashier's check. Your broker may charge you a separate
or additional fee for sales of shares.

RESTRICTIONS ON SALES
There are certain times when you may not be able to sell shares of the Fund, or
when we may delay paying you the proceeds from a sale. As permitted by the
Commission, this may happen only during unusual market conditions or
emergencies when the Fund can't determine the value of its assets or sell its
holdings. For more information, see the SAI, "Purchase, Redemption and Pricing
of Fund Shares--Sale of Shares."
If you are selling more than $100,000 of shares, you want the redemption
proceeds payable to or sent to someone or some place that is not in our records
or you are a business or a trust and if you hold your

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STRATEGIC PARTNERS FOCUSED VALUE FUND (800) 225-1852

28
<PAGE>

shares directly with the Transfer Agent, you will need to have the signature on
your sell order "signature guaranteed" by an "eligible guarantor institution."
An "eligible guarantor institution" includes any bank, broker-dealer or credit
union. For more information, see the SAI, "Purchase, Redemption and Pricing of
Fund Shares--Sale of Shares--Signature Guarantee."

CONTINGENT DEFERRED SALES CHARGE (CDSC)
If you sell Class B shares within six years of purchase or Class C shares
within 18 months of purchase, you will have to pay a CDSC. To keep the CDSC as
low as possible, we will sell amounts representing shares in the following
order:
. Amounts representing shares you purchased with reinvested dividends and
distributions
. Amounts representing the increase in NAV above the total amount of
payments for shares made during the past six years for Class B shares and
18 months for Class C shares
. Amounts representing the cost of shares held beyond the CDSC period (six
years for Class B shares and 18 months for Class C shares).

Since shares that fall into any of the categories listed above are not
subject to the CDSC, selling them first helps you to avoid--or at least
minimize--the CDSC.
Having sold the exempt shares first, if there are any remaining shares that
are subject to the CDSC, we will apply the CDSC to amounts representing the
cost of shares held for the longest period of time within the applicable CDSC
period.
As we noted before in the "Share Class Comparison" chart, the CDSC for Class
B shares is 5% in the first year, 4% in the second, 3% in the third, 2% in the
fourth and 1% in the fifth and sixth years. The rate decreases on the first day
of the month following the anniversary date of your purchase, not on the
anniversary date itself. The CDSC is 1% for Class C shares--which is applied to
shares sold within 18 months of purchase. For both Class B and Class C shares,
the CDSC is calculated based on the lesser of the original purchase price or
the redemption proceeds. For purposes of determining how long you've held your
shares, all purchases during the month are grouped together and considered to
have been made on the last day of the month.

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29
<PAGE>

The holding period for purposes of determining the applicable CDSC will be
calculated from the first day of the month after initial purchase, excluding
any time shares were held in a money market fund.

WAIVER OF THE CDSC--CLASS B SHARES
The CDSC will be waived if the Class B shares are sold:
. After a shareholder is deceased or disabled (or, in the case of a trust
account, the death or disability of the grantor). This waiver applies to
individual shareholders, as well as shares held in joint tenancy,
provided the shares were purchased before the death or disability
. To provide for certain distributions--made without IRS penalty--from a
tax-deferred retirement plan, IRA or Section 403(b) custodial account
. On certain sales effected through a Systematic Withdrawal Plan.

For more information on the above and other waivers, see the SAI, "Purchase,
Redemption and Pricing of Fund Shares--Waiver of Contingent Deferred Sales
Charge--Class B Shares."

WAIVER OF THE CDSC--CLASS C SHARES
Benefit Plans. The CDSC will be waived on redemptions from Benefit Plans
holding shares through a broker for which the broker provides administrative or
recordkeeping services.

REDEMPTION IN KIND
If the sales of Fund shares you make during any 90-day period reach the lesser
of $250,000 or 1% of the value of the Fund's net assets, we can then give you
securities from the Fund's portfolio instead of cash. If you want to sell the
securities for cash, you would have to pay the costs charged by a broker.

SMALL ACCOUNTS
If you make a sale that reduces your account value to less than $1000, we may
sell the rest of your shares (without charging any CDSC) and close your
account. We would do this to minimize the Fund's expenses paid by other
shareholders. We will give you 60 days' notice, during which time you can
purchase additional shares to avoid this action. This involuntary sale

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STRATEGIC PARTNERS FOCUSED VALUE FUND (800) 225-1852

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<PAGE>

does not apply to shareholders who own their shares as part of a 401(k) plan,
an IRA or some other qualified or tax-deferred plan or account.

90-DAY REPURCHASE PRIVILEGE
After you redeem your shares, you have a 90-day period during which you may
reinvest any of the redemption proceeds in shares of the Fund and account
without paying an initial sales charge. Also, if you paid a CDSC when you
redeemed your shares, we will credit your new account with the appropriate
number of shares to reflect the amount of the CDSC you paid. In order to take
advantage of this one-time privilege, you must notify the Transfer Agent or
your broker at the time of the repurchase. See the SAI, "Purchase, Redemption
and Pricing of Fund Shares--Sale of Shares."

RETIREMENT PLANS
To sell shares and receive a distribution from a retirement account, call your
broker or the Transfer Agent for a distribution request form. There are special
distribution and income tax withholding requirements for distributions from
retirement plans and you must submit a withholding form with your request to
avoid delay. If your retirement plan account is held for you by your employer
or plan trustee, you must arrange for the distribution request to be signed and
sent by the plan administrator or trustee. For additional information, see the
SAI.

HOW TO EXCHANGE YOUR SHARES
You can exchange your shares of the Fund for shares of the same class in any
other series of Strategic Partners Series, as well as shares of Special Money
Fund, if you satisfy the minimum investment requirements. For example, you can
exchange Class A shares of the Fund for Class A shares of another series of
Strategic Partners Series, but you can't exchange Class A shares for Class B,
Class C or Class Z shares. Shares of the Fund also may be exchanged into
Strategic Partners shares of Special Money Market Fund, Inc. After an exchange,
at redemption, the CDSC will be calculated from the first day of the month
after initial purchase, excluding any time shares were held in a money market
fund. We may change the terms of the exchange privilege after giving you 60
days' notice. As of the date of this Prospectus, Strategic Partner Series has
two other series: Strategic Partners Focused Growth Fund and Strategic Partners
New Era Growth Fund. In addition, you can exchange into the money market fund,
as described above.

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31
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If you hold shares through a broker, you must exchange shares through your
broker. Otherwise contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: EXCHANGE PROCESSING
P.O. BOX 8157
PHILADELPHIA, PA 19101

There is no sales charge for exchanges. However, if you exchange--and then
sell--Class B shares within approximately six years of your original purchase
or Class C shares within 18 months of your original purchase, you must still
pay the applicable CDSC. If you have exchanged Class B or Class C shares into a
money market fund, the time you hold the shares in the money market fund will
not be counted in calculating the required holding periods for CDSC liability.
Remember, as we explained in the section entitled "Fund Distributions and
Tax Issues--If You Sell or Exchange Your Shares," exchanging shares is
considered a sale for tax purposes. Therefore, if the shares you exchange are
worth more than the amount that you paid for them, you may have to pay capital
gains tax. For additional information about exchanging shares, see the SAI,
"Shareholder Investment Account--Exchange Privilege."

FREQUENT TRADING
Frequent trading of Fund shares in response to short-term fluctuations in the
market--also known as "market timing"--may make it very difficult to manage the
Fund's investments. When market timing occurs, the Fund may have to sell
portfolio securities to have the cash necessary to redeem the market timer's
shares. This can happen at a time when it is not advantageous to sell any
securities, so the Fund's performance may be hurt. When large dollar amounts
are involved, market timing can also make it difficult to use long-term
investment strategies because we cannot predict how much cash the Fund will
have to invest. When, in our opinion, such activity would have a disruptive
effect on portfolio management, the Fund reserves the right to refuse purchase
orders and exchanges into the Fund by any person, group or commonly controlled
account. The decision may be based upon dollar amount, volume and frequency of
trading. The Fund may notify a market timer of rejection of an exchange or
purchase order after the day the order is placed. If the Fund allows a market
timer to

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<PAGE>

trade Fund shares, it may require the market timer to enter into a written
agreement to follow certain procedures and limitations.

TELEPHONE REDEMPTIONS OR EXCHANGES
You may redeem or exchange your shares in any amount by calling the Fund at
(800) 225-1852. In order to redeem or exchange your shares by telephone, you
must call the Fund before 4:15 p.m. New York time to receive a redemption or
exchange amount based on that day's NAV.
The Fund's Transfer Agent will record your telephone instructions and
request specific account information before redeeming or exchanging shares. The
Fund will not be liable if it follows instructions that it reasonably believes
are made by the shareholder. If the Fund does not follow reasonable procedures,
it may be liable for losses due to unauthorized or fraudulent telephone
instructions.
In the event of drastic economic or market changes, you may have difficulty
in redeeming or exchanging your shares by telephone. If this occurs, you should
consider redeeming or exchanging your shares by mail or through your broker.
The telephone redemption or exchange procedure may be modified or terminated
at any time. If this occurs, you will receive a written notice from the Fund.

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Your Financial Security, Your Satisfaction & Your Privacy
--------------------------------------------------------------------------------

ACCESSING INFORMATION

Access to customer information is authorized for Prudential business purposes
only. Employees who have access to customer information are required to protect
it and keep it confidential.

COLLECTING INFORMATION TO CONDUCT BUSINESS

Prudential collects information about you to help us serve your financial
needs, provide customer service, offer new products or services, and fulfill
legal and regulatory requirements. The type of information that Prudential
collects varies according to the products or services you request, and may
include:

. information included on your application and related forms (such as name,
address, Social Security number, assets and income);

. information about your relationships with us (such as products or
services purchased, account balances and payment history);

. information from your employer, benefit plan sponsor, or association for
any Prudential group product you may have (such as name, address, Social
Security number, age and marital status);

. information from consumer reporting agencies (such as credit
relationships and history);

. information from other non-Prudential sources (such as motor vehicle
reports, medical information, and demographic information); and

. information from visitors to Prudential websites (such as that provided
through online forms, site visitorship data and online information
collecting devices known as "cookies").

SECURITY STANDARDS

We continue to assess new technology to provide additional protection of your
personal information. We safeguard customer information in accordance with
federal standards and established security procedures. Measures we take include
implementation of physical, electronic and procedural safeguards.

SHARING INFORMATION WITHIN PRUDENTIAL

We may disclose the previously described information about our customers and
former customers to other Prudential businesses, such as our securities

NOT PART OF PROSPECTUS

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[GRAPHIC]

34
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Your Financial Security, Your Satisfaction & Your Privacy
--------------------------------------------------------------------------------

broker-dealers, our insurance companies and agencies, our banks and our real
estate brokerage franchise company. We may share information to:

. provide customer service or account maintenance; or

. tell you about other products or services offered by Prudential.

SHARING INFORMATION IN OTHER CIRCUMSTANCES

In compliance with federal and state laws, we may disclose some or all of the
information we collect about our customers and former customers, as described
above, to non-Prudential businesses, such as:

. companies that perform services for us or on our behalf (such as
responding to customer requests, providing you with information about our
products, or maintaining or developing software); or

. financial services companies (such as banks, insurance companies,
securities brokers or dealers) and non-financial companies (such as real
estate brokers or financial publications) with whom we have marketing
agreements.

We will not share medical information or motor vehicle reports for marketing
purposes.

Many employers or other plan sponsors restrict the information that can be
shared about their employees or members. In our business with institutions, we
always honor these restrictions. If you have a relationship with Prudential as
a result of products or services provided through an employer or other plan
sponsor, we will abide by the specific privacy rules imposed by that
organization.

We may also disclose information to non-affiliated parties as allowed by
law, such as in responding to a subpoena, preventing fraud, or complying with
an inquiry by a government agency or regulator.

IT'S YOUR CHOICE

Our customers periodically receive information about products and services
available from the Prudential family of companies, as well as from select
business partners, including financial services and non-financial services
companies with whom we have marketing agreements. Many of our customers
appreciate receiving this information. However, if you do not

NOT PART OF PROSPECTUS

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35
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Your Financial Security, Your Satisfaction & Your Privacy
--------------------------------------------------------------------------------

want us to share your information for these purposes or communicate offers to
you -- either by phone or mail -- please complete the attached form and return
it to us.

If there are multiple owners of an account, any one of them may request on
behalf of any or all of the others that their information not be disclosed and
their names be removed from our phone or mailing lists.

While you may receive more than one copy of this notice, if you choose to
limit the sharing of your information, you only need to inform us of your
choice once. Unless you modify this decision, we will continue to honor it.

NOT PART OF PROSPECTUS

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STRATEGIC PARTNERS NEW ERA GROWTH FUND [GRAPHIC](800) 225-1852

36
<PAGE>

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Your Financial Security, Your Satisfaction & Your Privacy
--------------------------------------------------------------------------------

THIS NOTICE IS BEING PROVIDED ON BEHALF OF THE FOLLOWING PRUDENTIAL AFFILIATES:

Prudential General Insurance
Company
Prudential General Insurance
Company of New Jersey, The
Prudential Global Total Return
Fund, Inc.
Prudential Government Income
Fund, Inc.
Prudential Government
Securities Trust
Prudential High Yield Fund,
Inc.
Prudential High Yield Total
Return Fund, Inc.
Prudential Index Series Fund
Prudential Institutional
Liquidity Portfolio, Inc.
Prudential Insurance Brokerage,
Inc.
Prudential International Bond
Fund, Inc.
Prudential Investment
Management
Services LLC
Prudential Investment
Portfolios, Inc., The
Prudential Investments Fund
Management LLC
Prudential MoneyMart Assets,
Inc.
Prudential Municipal Bond Fund
Prudential Municipal Series
Fund
Prudential National Municipal
Funds, Inc.
Prudential Natural Resources
Fund, Inc.
Prudential Pacific Growth Fund,
Inc.
Prudential Property and
Casualty Insurance Company of
New Jersey, The
Prudential Property and
Casualty New Jersey Insurance
Brokerage, Inc., The
Prudential Real Estate
Securities Fund
Prudential Savings Bank,
F.S.B., The
Prudential Sector Funds, Inc.
Prudential Select Life
Insurance Company of America
Prudential Series Fund, Inc.,
The
Prudential Short-Term Corporate
Bond Fund, Inc.
Prudential Small Company Fund,
Inc.
Prudential Special Money Market
Fund, Inc.
Prudential Tax-Free Money Fund,
Inc.
Prudential Tax-Managed Funds
Prudential Tax-Managed Small-
Cap Fund, Inc.
Prudential Total Return Bond
Fund, Inc.
Prudential Trust Company
Prudential U.S. Emerging Growth
Fund, Inc.

Prudential Insurance Company of
America, The
Prudential Property and
Casualty Insurance Company
Prudential Securities
Incorporated
Prudential Investment
Corporation, The
Prudential Bank and Trust
Company, The
Prudential 20/20 Focus Fund
Prudential California Municipal
Fund
Prudential Commercial Insurance
Company
Prudential Commercial Insurance
Company of New Jersey, The
Prudential Direct Insurance
Agency of Texas, Inc.
Prudential Direct Insurance
Agency of Alabama, Inc.
Prudential Direct Insurance
Agency of Massachusetts, Inc.
Prudential Direct Insurance
Agency of New Mexico, Inc.
Prudential Direct Insurance
Agency of Ohio, Inc.
Prudential Direct Insurance
Agency of Wyoming, Inc.
Prudential Direct, Inc.
Prudential Diversified Funds
Prudential Equity Fund, Inc.
Prudential Equity Investors,
Inc.
Prudential Europe Growth Fund,
Inc.
Prudential General Agency of
Ohio, Inc.
Prudential General Insurance
Agency of Florida, Inc.
Prudential General Insurance
Agency of Kentucky, Inc.
Prudential General Insurance
Agency of Massachusetts, Inc.
Prudential General Insurance
Agency of Mississippi, Inc.
Prudential General Insurance
Agency of Nevada, Inc.
Prudential General Insurance
Agency of New Mexico, Inc.
Prudential General Insurance
Agency of Texas, Inc.
Prudential General Insurance
Agency of Wyoming, Inc.

NOT PART OF PROSPECTUS

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37
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Your Financial Security, Your Satisfaction & Your Privacy
--------------------------------------------------------------------------------

Prudential Value Fund
Prudential World Fund, Inc.
Pruco Life Insurance Company
Pruco Life Insurance Company of
New Jersey
Pruco Securities Corporation
Asia Pacific Fund, Inc., The
Bache Insurance Agency
Incorporated
Bache Insurance Agency of
Alabama, Inc.
Bache Insurance Agency of
Oklahoma, Inc.
Bache Insurance Agency of
Texas, Inc.
Cash Accumulation Trust
COMMAND Government Fund
COMMAND Money Fund
COMMAND Tax-Free Fund
Duff & Phelps Utilities Tax-
Free Income Fund, Inc.
First Financial Fund, Inc.
Global Utility Fund, Inc.
High Yield Income Fund, Inc.,
The
High Yield Plus Fund, Inc., The
Hochman & Baker Investment
Advisory Services
Hochman & Baker Securities
Hochman & Baker, Inc.
Jennison Associates LLC

Merastar Insurance Company
Nicholas-Applegate Fund, Inc.
Quick Sure Auto Agency
Strategic Partners Series
Target Funds
Target Portfolio Trust, The
Titan Auto Agency, Inc.
Titan Auto Insurance
Titan Auto Insurance of
Arizona, Inc.
Titan Auto Insurance of New
Mexico
Titan Auto Insurance of
Pennsylvania
Titan Auto Insurance, Inc.
Titan Indemnity Company
Titan Insurance Company
Titan Insurance Services, Inc.
Titan National Auto Call
Center, Inc.
Victoria Automobile Insurance
Company
Victoria Fire & Casualty
Company
Victoria Insurance Agency, Inc.
Victoria National Insurance
Company
Victoria Select Insurance
Company
Victoria Specialty Insurance
Company
W. I. of Florida, Inc.
WHI of New York, Inc.
Whitehall Insurance Agency of
Texas, Inc.
Whitehall of Indiana, Inc.

In this notice, the phrase "third party" refers to any organization that is not
a Prudential affiliate.

The words "you" and "customer," as used in this notice, mean any individual who
obtains or has obtained a financial product or service from a Prudential
affiliate that is to be used primarily for personal, family, or household
purposes.

We will process your request as quickly as possible. In some cases, 6 to 8
weeks may be required for your request(s) to become effective. Prudential will
continue to provide you with important information about your existing
accounts, including inserts enclosed with your account statements and other
notices regarding the Prudential products that you own. You may also receive
communications from your Prudential Professional or from independently owned
and operated franchisees of The Prudential Real Estate Affiliates, Inc.

If any of your information changes, please let us know so that we can update
your records and continue to serve you as you have requested.

NOT PART OF PROSPECTUS

(800) 225-1852

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STRATEGIC PARTNERS NEW ERA GROWTH FUND
[GRAPHIC]

38
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Your Financial Security, Your Satisfaction & Your Privacy
--------------------------------------------------------------------------------

WE WANT TO KNOW YOUR PREFERENCE

If you do not want us to share the previously described information with
Prudential businesses or non-Prudential businesses, to inform you of other
products or services we believe may be of interest to you, complete item #1. In
addition, if you do not want to receive communications regarding other products
or services by mail or phone, complete item #2.

1. [_] Do not share my information to inform me of other products or services.

2. Please remove my name from Prudential's corporate marketing lists for
receiving information:

[_] by U.S. mail [_] by telephone

To enable us to process your request, please provide your Account / Policy
number exactly as it appears on your statement:

--------------------------

Account/Policy Number
(required for processing)

Please print your name and address exactly as it appears on your statement:

NAMES OF JOINT OWNERS

-------------------------- --------------------------

Last Name Last Name

-------------------------- --------------------------

First Name First Name

-------------------------- --------------------------

Address (Line 1) Address (Line 1)

-------------------------- --------------------------

Address (Line 2) Address (Line 2)

-------------------------- --------------------------
City City

-------------------------- --------------------------

State ZIP Code
State ZIP Code

-------------------------- --------------------------

(Area Code) Phone Number Last Name

Mail to:

--------------------------
Prudential--Customer Privacy
P.O. Box 4600 First Name
Trenton, New Jersey 08650

--------------------------

Address (Line 1)

--------------------------

Address (Line 2)

--------------------------

City

--------------------------

State ZIP Code

If there are joint owners to which this request will apply please provide their
information on the back of this form.

NOT PART OF PROSPECTUS

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39
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--------------------------------------------------------------------------------

Notes
-------
-------

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STRATEGIC PARTNERS FOCUSED VALUE FUND (800) 225-1852
[GRAPHIC]

40
<PAGE>

FOR MORE INFORMATION
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Please read this prospectus before You can also obtain copies of Fund
you invest in the Fund and keep it documents from the Securities and
for future reference. For information Exchange Commission as follows
or shareholder questions contact
BY MAIL
Prudential Mutual Fund Services LLC Securities and Exchange Commission
P.O. Box 8098 Public Reference Section
New Brunswick, NJ 08906-5005 Washington, DC 20549-0102
(800) 225-1852
(732) 482-7555 (Calling from outside the U.S.) BY ELECTRONIC REQUEST
[email protected]
Additional information about the Fund can (The SEC charges a fee to copy
be obtained without charge and can be documents.)
found in the following documents
IN PERSON
Statement of Additional Information (SAI) Public Reference Room in Washington, DC
(incorporated by reference into this (For hours of operation, call
prospectus) 1-202-942-8090)

Annual Report VIA THE INTERNET
(contains a discussion of the market on the EDGAR Database at
conditions and investment strategies http://www.sec.gov
that significantly affected the Fund's
performance) CUSIP Numbers

Class A Shares-- --
Semiannual Report Class B Shares-- --
Class C Shares-- --
Class Z Shares-- --

Investment Company Act File No. 811-09805

[GRAPHIC] MFSP501A
PRU-MFS-12SP-09/00 [GRAPHIC] Printed on Recycled Paper

</TABLE>
<PAGE>

STRATEGIC PARTNERS FOCUSED VALUE FUND

Statement of Additional Information
dated February , 2001

Strategic Partners Focused Value Fund (the Fund) is a non-diversified series
of Strategic Partners Series, an open-end, management investment company (the
Company). The investment objective of the Fund is long-term growth of capital.
It seeks to achieve this objective normally by investing at least 65% of its
total assets in equity-related securities of small-, mid- and large-sized U.S.
companies that are believed by the Fund's two investment advisers to be
undervalued. There can be no assurance that the Fund's investment objective
will be achieved. See "Description of the Fund, Its Investments and Risks."

The Company's address is Gateway Center Three, 100 Mulberry Street, Newark,
New Jersey 07102-4077, and its telephone number is (800) 225-1852.

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Prospectus of the Fund dated February , 2001, a
copy of which may be obtained from the Company upon request.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Fund History............................................................... B-2
Description of the Fund, Its Investments and Risks......................... B-2
Investment Restrictions.................................................... B-14
Management of the Company.................................................. B-16
Control Persons and Principal Holders of Securities........................ B-18
Investment Advisory and Other Services..................................... B-19
Brokerage Allocation and Other Practices................................... B-22
Capital Shares, Other Securities and Organization.......................... B-23
Purchase, Redemption and Pricing of Fund Shares............................ B-24
Shareholder Investment Account............................................. B-32
Net Asset Value............................................................ B-34
Taxes, Dividends and Distributions......................................... B-35
Performance Information.................................................... B-38
Appendix I--General Investment Information................................. I-1
</TABLE>

-------------------------------------------------------------------------------
MFSP501B PRU-MFS-13SP-09/00
<PAGE>

FUND HISTORY

Strategic Partners Focused Value Fund (the Fund) is a series of Strategic
Partners Series (the Company), which was established as a Delaware business
trust on January 28, 2000. The Company also offers shares of two other series,
Strategic Partners Focused Growth Fund and Strategic Partners New Era Growth
Fund.

DESCRIPTION OF THE FUND, ITS INVESTMENTS AND RISKS

Classification. The Company is an open-end, management investment company.
The Fund is a non-diversified series of the Company.

Investment Strategies, Policies and Risks. The Fund's investment objective is
long-term growth of capital. Under normal market conditions, the Fund intends
to invest primarily (at least 65% of its total assets) in equity-related
securities of small-, mid- and large-sized U.S. companies. While all of the
principal investment policies and strategies for seeking to achieve this
objective are described in the Fund's Prospectus, the Fund may from time to
time use the securities, instruments, principal and non-principal policies and
strategies that are further described below in seeking to achieve its
objective. The Fund may not be successful in achieving its objective and you
can lose money.

Equity-Related Securities

Equity-related securities include common stocks as well as preferred stocks;
securities convertible into or exchangeable for common or preferred stocks;
equity investments in partnerships, joint ventures and other forms of non-
corporate investment; real estate investment trusts (REITs); American
Depositary Receipts (ADRs); American Depositary Shares (ADSs); and warrants
and rights exercisable for equity securities. Purchased options are not
considered equity securities for the Fund's purposes. The Fund will not invest
more than 5% of its total assets in unattached rights and warrants.

American Depositary Receipts (ADRs) and American Depositary Shares (ADSs).
ADRs and ADSs are U.S. dollar-denominated certificates or shares issued by a
United States bank or trust company and represent the right to receive
securities of a foreign issuer deposited in a domestic bank or foreign branch
of a United States bank and traded on a United States exchange or in the over-
the-counter market. Generally, ADRs and ADSs are in registered form. There are
no fees imposed on the purchase or sale of ADRs and ADSs when purchased from
the issuing bank or trust company in the initial underwriting, although the
issuing bank or trust company may impose charges for the collection of
dividends and the conversion of ADRs and ADSs into the underlying securities.
Investment in ADRs and ADSs has certain advantages over direct investment in
the underlying foreign securities since: (1) ADRs and ADSs are denominated in
U.S. dollars, registered domestically, easily transferable, and market
quotations are readily available for them; and (2) issuers whose securities
are represented by ADRs and ADSs are usually subject to auditing, accounting,
and financial reporting standards comparable to those of domestic issuers.

Warrants and Rights. A warrant gives the holder thereof the right to
subscribe by a specified date to a stated number of shares of stock of the
issuer at a fixed price. Warrants tend to be more volatile than the underlying
stock, and if, at a warrant's expiration date the stock is trading at a price
below the price set in the warrant, the warrant will expire worthless.
Conversely, if at the expiration date, the underlying stock is trading at a
price higher than the price set in the warrant, the Fund can acquire the stock
at a price below its market value. Rights are similar to warrants but normally
have a shorter duration and are distributed directly by the issuer to
shareholders. Rights and warrants have no voting rights, receive no dividends
and have no rights with respect to the corporation issuing them.

U.S. Government Securities

U.S. Treasury Securities. The Fund is permitted to invest in U.S. Treasury
securities, including bills, notes, bonds and other debt securities issued by
the U.S. Treasury. These instruments are direct obligations of the U.S.
government and, as such, are backed by the "full faith and credit" of the
United States. They differ primarily in their interest rates, the lengths of
their maturities and the dates of their issuances.

Securities Issued or Guaranteed by U.S. Government Agencies and
Instrumentalities. The Fund may invest in securities issued by agencies of
the U.S. government or instrumentalities of the U.S. government. These
obligations, including those which are guaranteed by federal agencies or
instrumentalities, may or may not be backed by the full faith and credit of
the United States. Obligations of the Government National Mortgage Association
(GNMA), the Farmers Home Administration and the Small Business Administration
are backed by the full faith and credit of the United States. In the case of
securities not backed by the full

B-2
<PAGE>

faith and credit of the United States, the Fund must look principally to the
agency issuing or guaranteeing the obligation for ultimate repayment and may
not be able to assert a claim against the United States if the agency or
instrumentality does not meet its commitments. Securities in which the Fund
may invest which are not backed by the full faith and credit of the United
States include obligations such as those issued by the Federal Home Loan Bank,
the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National
Mortgage Association, the Student Loan Marketing Association, Resolution
Funding Corporation and the Tennessee Valley Authority, each of which has the
right to borrow from the U.S. Treasury to meet its obligations, and
obligations of the Farm Credit System, the obligations of which may be
satisfied only by the individual credit of the issuing agency. FHLMC
investments may include collateralized mortgage obligations.

Obligations issued or guaranteed as to principal and interest by the U.S.
government may be acquired by the Fund in the form of custodial receipts that
evidence ownership of future interest payments, principal payments or both on
certain U.S. Treasury notes or bonds. Such notes and bonds are held in custody
by a bank on behalf of the owners. These custodial receipts are commonly
referred to as Treasury strips.

The values of U.S. government securities (like those of other fixed-income
securities generally) will change as interest rates fluctuate. During periods
of falling U.S. interest rates, the values of U.S. government securities
generally rise and, conversely, during periods of rising interest rates, the
values of such securities generally decline. The magnitude of these
fluctuations will generally be greater for securities with longer-term
maturities.

Foreign Investments

The Fund is permitted to invest up to 20% of its total assets in securities
of foreign issuers, including money market instruments and debt and equity
securities. ADRs and ADSs are not considered foreign securities within this
limitation.

Investing in securities of foreign issuers and countries involves certain
considerations and risks which are not typically associated with investing in
securities of domestic companies. Foreign issuers are not generally subject to
uniform accounting, auditing and financial standards or other requirements
comparable to those applicable to U.S. companies. There may also be less
government supervision and regulation of foreign securities exchanges, brokers
and public companies than exist in the United States. Dividends and interest
paid by foreign issuers may be subject to withholding and other foreign taxes
which may decrease the net return on such investments as compared to dividends
and interest paid to the Fund by domestic companies. There may be the
possibility of expropriations, confiscatory taxation, political, economic or
social instability or diplomatic developments which could affect assets of the
Fund held in foreign countries.

There may be less publicly available information about foreign issuers and
governments compared to reports and ratings published about U.S. companies.
Foreign securities markets have substantially less volume than, for example,
the New York Stock Exchange and securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S. companies.
Brokerage commissions and other transaction costs of foreign securities
exchanges are generally higher than in the United States.

In addition, if the security is denominated in a foreign currency, it will
be affected by changes in currency exchange rates and in exchange control
regulations, and costs will be incurred in connection with conversions between
currencies. A change in the value of any such currency against the U.S. dollar
will result in a corresponding change in the U.S. dollar value of the Fund's
securities denominated in that currency. Such changes also will affect the
Fund's income and distributions to shareholders. In addition, although the
Fund will receive income in such currencies, the Fund will be required to
compute and distribute its income in U.S. dollars. Therefore, if the exchange
rate for any such currency declines after the Fund's income has been accrued
and translated into U.S. dollars, the Fund could be required to liquidate
portfolio securities to make such distributions, particularly in instances in
which the amount of income the Fund is required to distribute is not
immediately reduced by the decline in such currency. Similarly, if an exchange
rate declines between the time the Fund incurs expenses in U.S. dollars and
the time such expenses are paid, the amount of such currency required to be
converted into U.S. dollars in order to pay such expenses in U.S. dollars will
be greater than the equivalent amount in any such currency of such expenses at
the time they were incurred. The Fund may, but need not, enter into foreign
currency forward contracts, options on foreign currencies and futures
contracts on foreign currencies and related options, for hedging purposes,
including: locking-in the U.S. dollar price of the purchase or sale of
securities denominated in a foreign currency; locking-in the U.S. dollar
equivalent of dividends to be paid on such securities which are held by the
Fund; and protecting the U.S. dollar value of such securities which are held
by the Fund.

Under the Internal Revenue Code of 1986, as amended (the Code), changes in
an exchange rate which occur between the time the Fund accrues interest or
other receivables or accrues expenses or other liabilities denominated in a
foreign currency and the time the Fund actually collects such receivables or
pays such liabilities will result in foreign currency gains or losses that
increase

B-3
<PAGE>

or decrease an investment company's taxable income. The exchange rates between
the U.S. dollar and other currencies can be volatile and are determined by
such factors as supply and demand in the currency exchange markets,
international balances of payments, government intervention, speculation and
other economic and political conditions.

Foreign securities include securities of any foreign country an investment
adviser considers appropriate for investment by the Fund. Foreign securities
may also include securities of foreign issuers that are traded in U.S. dollars
in the United States although the underlying security is usually denominated
in a foreign currency.

The costs attributable to foreign investing are higher than the costs of
domestic investing. For example, the cost of maintaining custody of foreign
securities generally exceeds custodian costs for domestic securities, and
transaction and settlement costs of foreign investing are frequently higher
than those attributable to domestic investing. Foreign investment income may
be subject to foreign withholding or other government taxes that could reduce
the return to the Fund on those securities. Tax treaties between the United
States and certain foreign countries may, however, reduce or eliminate the
amount of foreign tax to which the Fund would be subject.

Risk Factors and Special Considerations of Investing in Euro-denominated
Securities

On January 1, 1999, 11 of the 15 member states of the European Monetary
Union introduced the "euro" as a common currency. During a three year
transitional period, the euro will coexist with each participating state's
currency and on July 1, 2002, the euro is expected to become the sole currency
of the participating states. During the transition period, the Fund will treat
the euro as a separate currency from that of any participating state.

The conversion may adversely affect the Fund if the euro does not take
effect as planned; if a participating state withdraws from the European
Monetary Union; or if the computing, accounting and trading systems used by
the Fund's service providers, or by entities with which the Fund or its
service providers do business, are not capable of recognizing the euro as a
distinct currency at the time of, and following, euro conversion. In addition,
the conversion could cause markets to become more volatile.

The overall effect to the transition of member states' currencies to the
euro is not known at this time. It is likely that more general short- and
long-term ramifications can be expected, such as changes in the economic
environment and change in the behavior of investors, which would affect the
Fund's investments and its net asset value. In addition, although U.S.
Treasury regulations generally provide that the euro conversion will not, in
itself, cause a U.S. taxpayer to realize gain or loss, other changes that may
occur at the time of the conversion, such as accrual periods, holiday
conventions, indices, and other features may require the realization of a gain
or loss by the Fund as determined under existing tax law.

The Fund's Manager has taken steps: (1) that it believes will reasonably
address euro-related changes to enable the Fund and its service providers to
process transactions accurately and completely with minimal disruption to
business activities and (2) to obtain reasonable assurances that appropriate
steps have been taken by the Fund's other service providers to address the
conversion. The Fund has not borne any expense relating to these actions.

Risk Management and Return Enhancement Strategies

The Fund also may engage in various portfolio strategies, including using
derivatives, to seek to reduce certain risks of its investments and to attempt
to enhance return. These strategies currently include the use of options on
stock indexes and futures contracts and options on indexes. The Fund also may
purchase futures contracts on foreign currencies and on debt securities and
aggregates of debt securities. The Fund's ability to use these strategies may
be limited by various factors, such as market conditions, regulatory limits
and tax considerations and there can be no assurance that any of these
strategies will succeed. The Fund, and thus its investors, may lose money
through any unsuccessful use of these strategies. If new financial products
and risk management techniques are developed, the Fund may use them to the
extent consistent with its investment objective and policies.

Options on Securities Indexes. The Fund may purchase and write (that is,
sell) put and call options on securities indexes that are traded on U.S. or
foreign securities exchanges or in the over-the-counter market to try to
enhance return or to hedge the Fund's portfolio. The Fund may write covered
put and call options to generate additional income through the receipt of
premiums, purchase put options in an effort to protect the value of a security
that it owns against a decline in market value and purchase call options in an
effort to protect against an increase in the price of securities it intends to
purchase. The Fund also may purchase put and call options to offset previously
written put and call options of the same series.

B-4
<PAGE>

A call option gives the purchaser, in exchange for a premium paid, the
right, for a specified period of time, to purchase the position subject to the
option at a specified price (the exercise price or strike price). The writer
of a call option, in return for the premium, has the obligation, upon exercise
of the option, to deliver a specified amount of cash to the purchaser upon
receipt of the exercise price. When the Fund writes a call option, the Fund
gives up the potential for gain on the underlying position in excess of the
exercise price of the option during the period that the option is open. A put
option gives the purchaser, in return for a premium, the right, for a
specified period of time, to sell the position subject to the option to the
writer of the put at the specified exercise price. The writer of the put
option, in return for the premium, has the obligation, upon exercise of the
option, to acquire the position at the exercise price. The Fund might,
therefore, be obligated to purchase the underlying position for more than its
current market price.

The Fund will write only "covered" options. A written option is covered if,
as long as the Fund is obligated under the option, it (1) owns an offsetting
position in the underlying securities that comprise the index or (2)
segregates cash or other liquid assets in an amount equal to or greater than
its obligation under the option. Under the first circumstance, the Fund's
losses are limited because it owns the underlying position; under the second
circumstance, in the case of a written call option, the Fund's losses are
potentially unlimited. There is no limitation on the amount of call options
the Fund may write.

The multiplier for an index option performs a function similar to the unit
of trading for a stock option. It determines the total dollar value per
contract of each point in the difference between the exercise price of an
option and the current level of the underlying index. A multiplier of 100
means that a one-point difference will yield $100. Options on different
indexes may have different multipliers. Because exercises of index options are
settled in cash, a call writer cannot determine the amount of its settlement
obligations in advance and, unlike call writing on specific stocks, cannot
provide in advance for, or cover, its potential settlement obligations by
acquiring and holding the underlying securities. In addition, unless the Fund
has other liquid assets which are sufficient to satisfy the exercise of a
call, the Fund would be required to liquidate portfolio securities or borrow
in order to satisfy the exercise.

Because the value of an index option depends upon movements in the level of
the index rather than the price of a particular security, whether the Fund
will realize a gain or loss on the purchase or sale of an option on an index
depends upon movements in the level of securities prices in the market
generally or in an industry or market segment rather than movements in the
price of a particular security. Accordingly, successful use by the Fund of
options on indexes would be subject to an investment adviser's ability to
predict correctly movements in the direction of the securities market
generally or of a particular industry. This requires different skills and
techniques than predicting changes in the price of individual stocks. The
investment advisers currently use such techniques in conjunction with the
management of other mutual funds.

Risks of Transactions in Options. An option position may be closed out only
on an exchange, board of trade or other trading facility which provides a
secondary market for an option of the same series. Although the Fund will
generally purchase or write only those options for which there appears to be
an active secondary market, there is no assurance that a liquid secondary
market on an exchange will exist for any particular option, or at any
particular time, and for some options no secondary market on an exchange or
otherwise may exist. In such event it might not be possible to effect closing
transactions in particular options, with the result that the Fund would have
to exercise its options in order to realize any profit and would incur
brokerage commissions upon the exercise of call options and upon the
subsequent disposition of underlying securities acquired through the exercise
of call options or upon the purchase of underlying securities for the exercise
of put options. If the Fund as a covered call option writer is unable to
effect a closing purchase transaction in a secondary market, it will not be
able to sell the underlying security until the option expires or it delivers
the underlying security upon exercise.

Reasons for the absence of a liquid secondary market on an exchange include
the following: (1) there may be insufficient trading interest in certain
options; (2) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (3) trading halts, suspensions
or other restrictions may be imposed with respect to particular classes or
series of options or underlying securities; (4) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (5) the
facilities of an exchange or a clearing corporation may not at all times be
adequate to handle current trading volume; or (6) one or more exchanges could,
for economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of
options), in which event the secondary market on that exchange (or in the
class or series of options) would cease to exist, although outstanding options
on that exchange that had been issued by a clearing corporation as a result of
trades on that exchange would continue to be exercisable in accordance with
their terms. There is no assurance that higher than anticipated trading
activity or other unforeseen events might not, at times, render certain of the
facilities of any of the clearing corporations inadequate, and thereby result
in the institution by an exchange of special procedures which may interfere
with the timely execution of customers' orders. The Fund intends to purchase
and sell only those options which are cleared by clearinghouses whose
facilities are considered to be adequate to handle the volume of options
transactions.

B-5
<PAGE>

Risks of Options on Indexes. The Fund's purchase and sale of options on
indexes will be subject to risks described above under "Risks of Transactions
in Options." In addition, the distinctive characteristics of options on
indexes create certain risks that are not present with stock options.

Index prices may be distorted if trading of certain stocks included in the
index is interrupted. Trading in the index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number
of stocks included in the index. If this occurred, the Fund would not be able
to close out options which it had purchased or written and, if restrictions on
exercise were imposed, may be unable to exercise an option it holds, which
could result in substantial losses to the Fund. It is the Fund's policy to
purchase or write options only on indexes which include a number of stocks
sufficient to minimize the likelihood of a trading halt in the index.

The ability to establish and close out positions on such options will be
subject to the development and maintenance of a liquid secondary market. It is
not certain that this market will develop in all index option contracts. The
Fund will not purchase or sell any index option contract unless and until, in
an investment adviser's opinion, the market for such options has developed
sufficiently that the risk in connection with such transactions is not
substantially greater than the risk in connection with options on securities
in the index.

Special Risks of Writing Calls on Indexes. Because exercises of index
options are settled in cash, a call writer such as the Fund cannot determine
the amount of its settlement obligations in advance and, unlike call writing
on specific stocks, cannot provide in advance for, or cover, its potential
settlement obligations by acquiring and holding the underlying securities.
However, the Fund will write call options on indexes only under the
circumstances described below under "Limitations on the Purchase and Sale of
Options on Stock Indexes and Futures Contracts and Options on Futures
Contracts."

Price movements in the Fund's portfolio probably will not correlate
precisely with movements in the level of the index and, therefore, the Fund
bears the risk that the price of the securities held by the Fund may not
increase as much as the index. In such event, the Fund would bear a loss on
the call which is not completely offset by movements in the price of the
Fund's portfolio. It is also possible that the index may rise when the Fund's
portfolio of stocks does not rise. If this occurred, the Fund would experience
a loss on the call which is not offset by an increase in the value of its
portfolio and might also experience a loss in its portfolio. However, because
the value of a diversified portfolio will, over time, tend to move in the same
direction as the market, movements in the value of the Fund in the opposite
direction as the market would be likely to occur for only a short period or to
a small degree.

Unless the Fund has other liquid assets which are sufficient to satisfy the
exercise of a call, the Fund would be required to liquidate portfolio
securities in order to satisfy the exercise. Because an exercise must be
settled within hours after receiving the notice of exercise, if the Fund fails
to anticipate an exercise, it may have to borrow from a bank (in amounts not
exceeding 20% of the Fund's total assets) pending settlement of the sale of
securities in its portfolio and would incur interest charges thereon.

When the Fund has written a call, there is also a risk that the market may
decline between the time the Fund has a call exercised against it, at a price
which is fixed as of the closing level of the index on the date of exercise,
and the time the Fund is able to sell stocks in its portfolio. As with stock
options, the Fund will not learn that an index option has been exercised until
the day following the exercise date but, unlike a call on stock where the Fund
would be able to deliver the underlying securities in settlement, the Fund may
have to sell part of its investment portfolio in order to make settlement in
cash, and the price of such investments might decline before they can be sold.
This timing risk makes certain strategies involving more than one option
substantially more risky with index options than with stock options. For
example, even if an index call which the Fund has written is "covered" by an
index call held by the Fund with the same strike price, the Fund will bear the
risk that the level of the index may decline between the close of trading on
the date the exercise notice is filed with the clearing corporation and the
close of trading on the date the Fund exercises the call it holds or the time
the Fund sells the call which, in either case, would occur no earlier than the
day following the day the exercise notice was filed.

If the Fund holds an index option and exercises it before final
determination of the closing index value for that day, it runs the risk that
the level of the underlying index may change before closing. If such a change
causes the exercised option to fall out-of-the-money, the Fund will be
required to pay the difference between the closing index value and the
exercise price of the option (times the applicable multiplier) to the assigned
writer. Although the Fund may be able to minimize this risk by withholding
exercise instructions until just before the daily cutoff time or by selling
rather than exercising an option when the index level is close to the exercise
price, it may not be possible to eliminate this risk entirely because the
cutoff times for index options may be earlier than those fixed for other types
of options and may occur before definitive closing index values are announced.

B-6
<PAGE>

Futures Contracts. As a purchaser of a futures contract, the Fund incurs an
obligation to take delivery of a specified amount of the obligation underlying
the futures contract at a specified time in the future for a specified price.
As a seller of a futures contract, the Fund incurs an obligation to deliver
the specified amount of the underlying obligation at a specified time in
return for an agreed upon price. The Fund may purchase futures contracts on
stock indexes and foreign currencies. The Fund may purchase futures contracts
on debt securities, including U.S. government securities, aggregates of debt
securities, stock indexes and foreign currencies.

A "sale" of a futures contract (or a "short" futures position) means the
assumption of a contractual obligation to deliver the securities or currency
underlying the contract at a specified price at a specified future time. A
"purchase" of a futures contract (or a "long" futures position) means the
assumption of a contractual obligation to acquire the securities or currency
underlying the contract at a specified price at a specified future time.
Certain futures contracts are settled on a net cash payment basis rather than
by the sale and delivery of the securities or currency underlying the futures
contract. U.S. futures contracts have been designed by exchanges that have
been designated as "contract markets" by the Commodity Futures Trading
Commission (the CFTC), an agency of the U.S. government, and must be executed
through a futures commission merchant (that is, a brokerage firm) which is a
member of the relevant contract market. Futures contracts trade on these
contract markets and the exchange's affiliated clearing organization
guarantees performance of the contracts as between the clearing members of the
exchange.

At the time a futures contract is purchased or sold, the Fund must allocate
cash or securities as a deposit payment (initial margin). It is expected that
the initial margin on U.S. exchanges will vary from one-half of 1% to 4% of
the face value of the contract. Under certain circumstances, however, such as
during periods of high volatility, the Fund may be required by an exchange to
increase the level of its initial margin payment. Thereafter, the futures
contract is valued daily and the payment in cash of "variation margin" may be
required, a process known as "mark-to-the-market." Each day the Fund is
required to provide or is entitled to receive variation margin in an amount
equal to any change in the value of the contract since the preceding day.

Although most futures contracts call for actual delivery or acceptance of
securities or cash, the contracts usually are closed out before the settlement
date without the making or taking of delivery. A futures contract sale is
closed out by effecting a futures contract purchase for the same aggregate
amount of the specific type of security and the same delivery date. If the
sale price exceeds the offsetting purchase price, the seller would be paid the
difference and would realize a gain. If the offsetting purchase price exceeds
the sale price, the seller would pay the difference and would realize a loss.
Similarly, a futures contract purchase is closed out by effecting a futures
contract sale for the same aggregate amount of the specific type of security
(or currency) and the same delivery date. If the offsetting sale price exceeds
the purchase price, the purchaser would realize a gain, whereas if the
purchase price exceeds the offsetting sale price, the purchaser would realize
a loss. There is no assurance that the Fund will be able to enter into a
closing transaction.

When the Fund enters into a futures contract it is initially required to
segregate with its Custodian, in the name of the broker performing the
transaction, an "initial margin" of cash or other liquid assets equal to
approximately 2% to 3% of the contract amount. Initial margin requirements are
established by the exchanges on which futures contracts trade and may, from
time to time, change. In addition, brokers may establish margin deposit
requirements in excess of those required by the exchanges.

Initial margin in futures transactions is different from margin in
securities transactions in that initial margin does not involve the borrowing
of funds by a broker's client but is, rather, a good faith deposit on a
futures contract which will be returned to the Fund upon the proper
termination of the futures contract. The margin deposits made are marked-to-
market daily and the Fund may be required to segregate subsequent deposits at
its Custodian for that purpose, of cash or other liquid assets, called
"variation margin," in the name of the broker, which are reflective of price
fluctuations in the futures contract.

A stock index futures contract is an agreement in which the writer (or
seller) of the contract agrees to deliver to the buyer an amount of cash equal
to a specific dollar amount times the difference between the value of a
specific stock index at the close of the last trading day of the contract and
the price at which the agreement is made. No physical delivery of the
underlying stocks in the index is made. When the futures contract is entered
into, each party deposits an initial margin with a broker or in a segregated
custodial account of approximately 5% of the contract amount. Subsequent
variation market payments will be made on a daily basis as the price of the
underlying stock index fluctuates, making the long and short positions in the
futures contracts more or less valuable.

The ordinary spreads between values in the cash and futures markets, due to
differences in the character of those markets, are subject to distortions. In
addition, futures contracts entail risks. First, all participants in the
futures market are subject to initial and variation margin requirements.
Rather than meeting additional variation margin requirements, investors may
close futures contracts through offsetting transactions which could distort
the normal relationship between the cash and futures markets.

B-7
<PAGE>

Second, the liquidity of the futures market depends on participants entering
into offsetting transactions rather than making or taking delivery. To the
extent participants decide to make or take delivery, liquidity in the futures
market could be reduced, thus producing price distortions. Third, from the
point of view of speculators, the margin deposit requirements in the futures
market are less onerous than margin requirements in the securities market.
Increased participation by speculators in the futures market may cause
temporary price distortions. Due to the possibility of distortion, a correct
forecast of general interest rate trends by an investment adviser may still
not result in a successful transaction.

Options on Futures Contracts. The Fund will also enter into options on
futures contracts for certain bona fide hedging, return enhancement and risk
management purposes. The Fund may purchase put and call options and write
(that is, sell) "covered" put and call options on futures contracts that are
traded on U.S. and foreign exchanges. An option on a futures contract gives
the purchaser the right, but not the obligation, to assume a position in a
futures contract (a long position if the option is a call and a short position
if the option is a put) at a specified exercise price at any time during the
option exercise period. The writer of the option is required upon exercise to
assume an offsetting futures position (a short position if the option is a
call and a long position if the option is a put). If the option is exercised
by the holder before the last trading day during the option period, the option
writer delivers the futures position, as well as any balance in the writer's
futures margin account, which represents the amount by which the market price
of the stock index futures contract at exercise exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price of the option
on the stock index future. If it is exercised on the last trading day, the
option writer delivers to the option holder cash in an amount equal to the
difference between the option exercise price and the closing level of the
relevant index on the date the option expires.

The holder or writer of an option may terminate its position by selling or
purchasing an option of the same series. There is no guarantee that such
closing transactions can be effected.

The Fund may only write (that is, sell) covered put and call options on
futures contracts. The Fund will be considered "covered" with respect to a
call option it writes on a futures contract if the Fund owns the securities or
currency which is deliverable under the futures contract or an option to
purchase that futures contract having a strike price equal to or less than the
strike price of the "covered" option and having an expiration date not earlier
than the expiration date of the "covered" option, or if it segregates and
maintains with its Custodian for the term of the option cash or other liquid
assets, equal to the fluctuating value of the optioned futures. The Fund will
be considered "covered" with respect to a put option it writes on a futures
contract if it owns an option to sell that futures contract having a strike
price equal to or greater than the strike price of the "covered" option and
having an expiration date not earlier than the expiration date of the
"covered" option, or if it segregates with its Custodian for the term of the
option cash or other liquid assets at all times equal in value to the exercise
price of the put (less any initial margin deposited by the Fund with its
Custodian with respect to such put option). There is no limitation on the
amount of the Fund's assets that can be segregated.

Writing a put option on a futures contract serves as a partial hedge against
an increase in the value of securities the Fund intends to acquire. If the
futures price at expiration of the option is above the exercise price, the
Fund will retain the full amount of the option premium which provides a
partial hedge against any increase that may have occurred in the price of the
securities the Fund intends to acquire. If the market price of the underlying
futures contract is below the exercise price when the option is exercised, the
Fund will incur a loss, which may be wholly or partially offset by the
decrease in the value of the securities the Fund intends to acquire.

Writing a call option on a futures contract serves as a partial hedge
against a decrease in the value of the Fund's portfolio securities. If the
market price of the underlying futures contract at expiration of a written
call option is below the exercise price, the Fund will retain the full amount
of the option premium, thereby partially hedging against any decline that may
have occurred in the Fund's holdings of securities. If the futures price when
the option is exercised is above the exercise price, however, the Fund will
incur a loss, which may be wholly or partially offset by the increase in the
value of the securities in the Fund's portfolio which were being hedged.

The Fund will purchase put options on futures contracts to hedge its
portfolio against the risk of a decline in the value of the securities it owns
as a result of market activity or fluctuating currency exchange rates. The
Fund will also purchase call options on futures contracts as a hedge against
an increase in the value of securities the Fund intends to acquire as a result
of market activity or fluctuating currency exchange rates.

Futures Contracts on Foreign Currencies and Options Thereon. The Fund may
buy and sell futures contracts on foreign currencies and purchase and write
options thereon. Generally, foreign currency futures contracts and options
thereon are similar to the futures contracts and options thereon discussed
previously. By entering into currency futures and options thereon on U.S. and

B-8
<PAGE>

foreign exchanges, the Fund will seek to establish the rate at which it will
be entitled to exchange U.S. dollars for another currency at a future time. By
selling currency futures, the Fund will seek to establish the number of
dollars it will receive at delivery for a certain amount of a foreign
currency. In this way, whenever the Fund anticipates a decline in the value of
a foreign currency against the U.S. dollar, the Fund can attempt to "lock in"
the U.S. dollar value of some or all of the securities held in its portfolio
that are denominated in that currency. By purchasing currency futures, the
Fund can establish the number of dollars it will be required to pay for a
specified amount of a foreign currency in a future month. Thus if the Fund
intends to buy securities in the future and expects the U.S. dollar to decline
against the relevant foreign currency during the period before the purchase is
effected, the Fund can attempt to "lock in" the price in U.S. dollars of the
securities it intends to acquire. At the time a futures contract is purchased
or sold, the Fund must allocate cash or securities as initial margin.
Thereafter, the futures contract is valued daily and the payment of "variation
margin" may be required, resulting in the Fund's paying or receiving cash that
reflects any decline or increase, respectively, in the contract's value, that
is, "marked-to-market."

The purchase of options on currency futures will allow the Fund, for the
price of the premium and related transaction costs it must pay for the option,
to decide whether or not to buy (in the case of a call option) or to sell (in
the case of a put option) a futures contract at a specified price at any time
during the period before the option expires. If an investment adviser, in
purchasing an option, has been correct in its judgment concerning the
direction in which the market or the price of a foreign currency would move as
against the U.S. dollar, the Fund may exercise the option and thereby take a
futures position to hedge against the risk it had correctly anticipated or
close out the option position at a gain that will offset, to some extent,
market or currency exchange losses otherwise suffered by the Fund. If exchange
rates move in a way the Fund did not anticipate, however, the Fund will have
incurred the expense of the option without obtaining the expected benefit; any
such movement in exchange rates may also thereby reduce rather than enhance
the Fund's profits on its underlying securities transactions.

The Fund may also use European-style options. This means that the option is
only exercisable immediately prior to its expiration. This is in contrast to
American-style options, which are exercisable at any time prior to the
expiration date of the option.

Additional Risks of Options, Futures Contracts and Options on Futures
Contracts. Futures contracts and options thereon on securities and currencies
may be traded on foreign exchanges. Such transactions may not be regulated as
effectively as similar transactions in the U.S., may not involve a clearing
mechanism and related guarantees, and are subject to the risk of governmental
actions affecting trading in, or the prices of, foreign securities. The value
of such positions also could be adversely affected by (1) other complex
foreign political, legal and economic factors, (2) lesser availability than in
the U.S. of data on which to make trading decisions, (3) delays in the Fund's
ability to act upon economic events occurring in the foreign markets during
non-business hours in the U.S., (4) the imposition of different exercise and
settlement terms and procedures and margin requirements than in the U.S. and
(5) lesser trading volume.

Exchanges on which options, futures contracts and options on futures
contracts are traded may impose limits on the positions that the Fund may take
in certain circumstances.

Special Risk Considerations Relating to Futures Contracts and Options
Thereon. There are several risks in connection with the use of futures
contracts as a hedging device. Due to the imperfect correlation between the
price of futures contracts and movements in the currency or group of
currencies, the price of a futures contract may move more or less than the
price of the currencies being hedged. The use of these instruments will hedge
only the currency risks associated with investments in foreign securities, not
market risks. In the case of futures contracts on securities indexes, the
correlation between the price of the futures contract and the movements in the
index may not be perfect. Therefore, a correct forecast of currency rates,
market trends or international political trends by an investment adviser may
still not result in a successful hedging transaction.

The 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. Although the Fund generally will purchase or
sell only those futures contracts and options thereon for which there appears
to be a liquid market, there is no assurance that a liquid market on an
exchange will exist for any particular futures contract or option thereon at
any particular time. In the event no liquid market exists for a particular
futures contract or option thereon in which the Fund maintains a position, 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 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. In the case of a
futures contract or an option on a futures contract which the Fund has written
and which the Fund is unable to close, the Fund would be required to maintain
margin deposits on the futures contract or option and to make variation margin
payments until the contract is closed.

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<PAGE>

Successful use of futures contracts and options thereon by the Fund is
subject to the ability of an investment adviser to predict correctly movements
in the direction of interest and foreign currency rates and the market
generally. If the investment adviser's expectations are not met, the Fund
would be in a worse position than if a hedging strategy had not been pursued.
For example, if the Fund has hedged against the possibility of an increase in
interest rates which would adversely affect the price of securities in its
portfolio and the price of such securities increases instead, the Fund will
lose part or all of the benefit of the increased value of its securities
because it will have offsetting losses in its futures positions. In addition,
in such situations, if the Fund has insufficient cash to meet daily variation
margin requirements, it may have to sell securities to meet the requirements.
These sales may, but will not necessarily, be at increased prices which
reflect the rising market. The Fund may have to sell securities at a time when
it is disadvantageous to do so.

The hours of trading of futures contracts may not conform to the hours
during which the Fund may trade the underlying securities. To the extent that
the futures markets close before the securities markets, significant price and
rate movements can take place in the securities markets that cannot be
reflected in the futures markets.

Limitations on the Purchase and Sale of Options on Stock Indexes and Futures
Contracts and Options on Futures Contracts. The Fund will engage in
transactions in futures contracts and options thereon only for bona fide
hedging, return enhancement and risk management purposes, in each case in
accordance with the rules and regulations of the CFTC, and not for
speculation.

The Fund will write put options on stock indexes and futures contracts on
foreign currencies only if they are covered by segregating with the Fund's
Custodian an amount of cash or other liquid assets equal to the aggregate
exercise price of the puts. In accordance with CFTC regulations, the Fund may
not purchase or sell futures contracts or options thereon if the initial
margin and premiums for options on futures would exceed 5% of the liquidation
value of the Fund's total assets after taking into account unrealized profits
and unrealized losses on such contracts; provided, however, that in the case
of an option that is in-the-money at the time of the purchase, the in-the-
money amount may be excluded in calculating the 5% limitation. The above
restriction does not apply to the purchase and sale of futures contracts and
options thereon for bona fide hedging purposes within the meaning of the CFTC
regulations. In instances involving the purchase of futures contracts or call
options thereon or the writing of put options thereon by the Fund, an amount
of cash and other liquid assets equal to the market value of the futures
contracts and options thereon (less any related margin deposits), will be
segregated with the Fund's Custodian to cover the position, or alternative
cover will be employed, thereby insuring that the use of such instruments is
unleveraged. The Fund does not intend to purchase options on securities
indexes if the aggregate premiums paid for such outstanding options would
exceed 10% of the Fund's total assets.

Except as described below, the Fund will write call options on indexes only
if on such date it holds a portfolio of stocks at least equal to the value of
the index times the multiplier times the number of contracts. When the Fund
writes a call option on a broadly-based stock market index, the Fund will
segregate or put into escrow with its Custodian, or pledge to a broker as
collateral for the option, cash or other liquid assets substantially
replicating the movement of the index, in the judgment of the Fund's
investment adviser, with a market value at the time the option is written of
not less than 100% of the current index value times the multiplier times the
number of contracts.

If the Fund has written an option on an industry or market segment index, it
will segregate with its Custodian, or pledge to a broker as collateral for the
option, at least ten "qualified securities," all of which are stocks of
issuers in such industry or market segment, with a market value at the time
the option is written of not less than 100% of the current index value times
the multiplier times the number of contracts. Such stocks will include stocks
which represent at least 50% of the weighting of the industry or market
segment index and will represent at least 50% of the Fund's holdings in that
industry or market segment. No individual security will represent more than
15% of the amount so segregated or pledged in the case of broadly-based stock
market index options or 25% of such amount in the case of industry or market
segment index options. If at the close of business on any day the market value
of such qualified securities so segregated or pledged falls below 100% of the
current index value times the multiplier times the number of contracts, the
Fund will so segregate or pledge an amount in cash or other liquid assets
equal in value to the difference. In addition, when the Fund writes a call on
an index which is in-the-money at the time the call is written, the Fund will
segregate with its Custodian or pledge to the broker as collateral cash or
other liquid assets equal in value to the amount by which the call is in-the-
money times the multiplier times the number of contracts. Any amount
segregated pursuant to the foregoing sentence may be applied to the Fund's
obligation to segregate additional amounts in the event that the market value
of the qualified securities falls below 100% of the current index value times
the multiplier times the number of contracts. A "qualified security" is an
equity security which is listed on a national securities exchange or listed on
NASDAQ against which the Fund has not written a stock call option and which
has not been hedged by the Fund by the sale of stock index futures. However,
if the Fund holds a call on the same index as the call written where the
exercise price of the call held is equal to or less than the exercise price of
the call

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<PAGE>

written or greater than the exercise price of the call written if the
difference is segregated by the Fund in cash or other liquid assets with its
Custodian, it will not be subject to the requirements described in this
paragraph.

The Fund may engage in futures contracts and options on futures transactions
as a hedge against changes, resulting from market or political conditions, in
the value of the currencies to which the Fund is subject or to which the Fund
expects to be subject in connection with future purchases. The Fund may engage
in such transactions when they are economically appropriate for the reduction
of risks inherent in the ongoing management of the Fund. The Fund may write
options on futures contracts to realize through the receipt of premium income
a greater return than would be realized in the Fund's portfolio securities
alone.

The Fund's purchase and sale of futures contracts and purchase and writing
of options on futures contracts will be for the purpose of protecting its
portfolio against anticipated future changes in foreign currency exchange
rates which might otherwise either adversely affect the value of the Fund's
portfolio securities or adversely affect the prices of securities that the
Fund intends to purchase at a later date, and to enhance the Fund's return. As
an alternative to bona fide hedging as defined by the CFTC, the Fund may
comply with a different standard established by CFTC rules with respect to
futures contracts and options thereon purchased by the Fund incidental to the
Fund's activities in the securities markets, under which the value of the
assets underlying such positions will not exceed the sum of (1) cash or other
liquid assets segregated for this purpose, (2) cash proceeds on existing
investments due within thirty days and (3) accrued profits on the particular
futures contract or option thereon.

In addition, CFTC regulations may impose limitations on the Fund's ability
to engage in certain return enhancement and risk management strategies. There
are no limitations on the Fund's use of futures contracts and options on
futures contracts beyond the restrictions set forth above.

Although the Fund intends to purchase or sell futures and options on futures
only on exchanges where there appears to be an active market, there is no
guarantee that an active market will exist for any particular contract or at
any particular time. If there is not a liquid market at a particular time, it
may not be possible to close a futures position at such time, and, in the
event of adverse price movements, the Fund would continue to be required to
make daily cash payments of variation margin. However, when futures positions
are used to hedge portfolio securities, such securities will not be sold until
the futures positions can be liquidated. In such circumstances, an increase in
the price of securities, if any, may partially or completely offset losses on
the futures contracts.

Risks of Risk Management and Return Enhancement Strategies

Participation in the options or futures market and in currency exchange
transactions involves investment risks and transaction costs to which the Fund
would not be subject absent the use of these strategies. The Fund, and thus
its investors, may lose money through any unsuccessful use of these
strategies. If a Subadviser's predictions of movements in the direction of the
securities or foreign currency markets are inaccurate, the adverse
consequences to the Fund may leave the Fund in a worse position than if such
strategies were not used. Risks inherent in the use of these strategies
include: (1) dependence on a Subadviser's ability to predict correctly
movements in the direction of securities prices and currency markets; (2)
imperfect correlation between the price of options and futures contracts and
options thereon and movements in the prices of the securities or currencies
being hedged; (3) the fact that skills needed to use these strategies are
different from those needed to select portfolio securities; (4) the possible
absence of a liquid secondary market for any particular instrument at any
time; (5) the risk that the counterparty may be unable to complete the
transaction; and (6) the possible inability of the Fund to purchase or sell a
portfolio security at a time that otherwise would be favorable for it to do
so, or the possible need for the Fund to sell a portfolio security at a
disadvantageous time, due to the need for the Fund to maintain "cover" or to
segregate assets in connection with hedging transactions.

Position Limits. Transactions by the Fund in futures contracts and options
will be subject to limitations, if any, established by each of the exchanges,
boards of trade or other trading facilities (including Nasdaq) governing the
maximum number of options in each class which may be written or purchased by a
single investor or group of investors acting in concert, regardless of whether
the options are written on the same or different exchanges, boards of trade or
other trading facilities or are held or written in one or more accounts or
through one or more brokers. Thus, the number of futures contracts and options
which the Fund may write or purchase may be affected by the futures contracts
and options written or purchased by other investment advisory clients of an
investment adviser. An exchange, board of trade or other trading facility may
order the liquidations of positions found to be in excess of these limits, and
it may impose certain other sanctions.

Loan Participation and Assignments

The Fund may invest in Loan Participations and Assignments. The Fund
considers these investments to be investments in debt securities for purposes
of this SAI. Loan Participations typically will result in the Fund having a
contractual relationship only

B-11
<PAGE>

with the Lender, not with the borrower. The Fund will have the right to
receive payments of principal, interest and any fees to which it is entitled
only from the Lender selling the Participation and only upon receipt by the
Lender of the payments from the borrower. In connection with purchasing Loan
Participations, the Fund generally will have no right to enforce compliance by
the borrower with the terms of the Loan agreement relating to the Loan, nor
any rights of set-off against the borrower, and the Fund may not benefit
directly from any collateral supporting the Loan in which it has purchased the
Participation. As a result, the Fund will assume the credit risk of both the
borrower and the Lender that is selling the Participation. In the event of the
insolvency of the Lender selling a Participation, the Fund may be treated as a
general creditor of the Lender and may not benefit from any set-off between
the Lender and the borrower. The Fund will acquire Loan Participations only if
the Lender interpositioned between the Fund and the borrower is determined by
the Subadviser to be creditworthy. When the Fund purchases Assignments from
Lenders, the Fund will acquire direct rights against the borrower on the Loan,
except that under certain circumstances such right may be more limited than
those held by the assigning Lender.

The Fund may have difficulty disposing of Assignments and Loan
Participations. In certain cases, the market for such instruments is not
highly liquid, and therefore the Fund anticipates that in such cases such
instruments could be sold only to a limited number of institutional investors.
The lack of a highly liquid secondary market may have an adverse impact on the
value of such instruments and will have an adverse impact on the Fund's
ability to dispose of particular Assignments or Loan Participations in
response to a specific economic event, such as deterioration in the
creditworthiness of the borrower.

Repurchase Agreements

The Fund may enter into repurchase agreements, whereby the seller of the
security agrees to repurchase that security from the Fund at a mutually
agreed-upon time and price. The repurchase date is usually quite short,
possibly overnight or a few days, although it may extend over a number of
months. The resale 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 repurchase agreement. The Fund's repurchase agreements will
at all times be fully collateralized in an amount at least equal to the resale
price. The instruments held as collateral are valued daily, and if the value
of the instruments declines, the Fund will require additional collateral. If
the seller defaults and the value of the collateral securing the repurchase
agreement declines, the Fund may incur a loss.

The Fund will enter into repurchase transactions only with parties meeting
creditworthiness standards approved by the applicable investment adviser. In
the event of a default or bankruptcy by a seller, the Fund will promptly seek
to liquidate the collateral.

The Fund participates in a joint repurchase account with other investment
companies managed by Prudential Investments Fund Management LLC (PIFM)
pursuant to an order of the Securities and Exchange Commission (the SEC or the
Commission). On a daily basis, any uninvested cash balances of the Fund may be
aggregated with those of such investment companies and invested in one or more
repurchase agreements. Each fund participates in the income earned or accrued
in the joint account based on the percentage of its investment.

Lending of Securities

Consistent with applicable regulatory requirements, the Fund may lend its
portfolio securities to brokers, dealers and financial institutions, provided
that outstanding loans do not exceed in the aggregate 33 1/3% of the value of
the Fund's total assets and provided that such loans are callable at any time
by the Fund and are at all times secured by cash or other liquid assets or an
irrevocable letter of credit in favor of the Fund equal to at least 100% of
the market value, determined daily, of the loaned securities. The advantage of
such loans is that the Fund continues to receive payments in lieu of the
interest and dividends of the loaned securities, while at the same time
earning interest either directly from the borrower or on the collateral which
will be invested in short-term obligations.

A loan may be terminated by the borrower or by the Fund at any time. If the
borrower fails to maintain the requisite amount of collateral, the loan
automatically terminates and the Fund could use the collateral to replace the
securities while holding the borrower liable for any excess of replacement
cost over collateral. As with any extensions of credit, there are risks of
delay in recovery and in some cases loss of rights in the collateral should
the borrower of the securities fail financially. However, these loans of
portfolio securities will only be made to firms determined to be creditworthy
pursuant to procedures approved by the Board of Trustees of the Company. On
termination of the loan, the borrower is required to return the securities to
the Fund, and any gain or loss in the market price during the loan would inure
to the Fund.

Since voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loan, in whole or in
part as may be appropriate, to permit the exercise of such rights if the
matters involved would have

B-12
<PAGE>

a material effect on the Fund's investment in the securities which are the
subject of the loan. The Fund will pay reasonable finders', administrative and
custodial fees in connection with a loan of its securities or may share the
interest earned on collateral with the borrower.

Borrowing

The Fund may borrow up to 33 1/3% of the value of its total assets
(calculated when the loan is made) for temporary, extraordinary or emergency
purposes or for the clearance of transactions. The Fund may pledge up to 33
1/3% of its total assets to secure these borrowings. If the Fund's asset
coverage for borrowings falls below 300%, the Fund will take prompt action
(within 3 days) to reduce its borrowings. If the 300% 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. The Fund will not purchase
portfolio securities when borrowings exceed 5% of the value of its total
assets.

Illiquid Securities

The Fund may hold up to 15% of its net assets in illiquid securities. If the
Fund were to exceed this limit, the investment advisers would take prompt
action to reduce the Fund's holdings in illiquid securities to no more than
15% of its net assets as required by applicable law. Illiquid securities
include repurchase agreements which have a maturity of longer than seven days,
securities with legal or contractual restrictions on resale (restricted
securities) and securities that are not readily marketable in markets within
or outside of the United States. Repurchase agreements subject to demand are
deemed to have a maturity equal to the applicable notice period.

Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (the Securities Act),
securities that are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities that have not been
registered under the Securities Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Mutual funds do not typically hold a significant amount of
these restricted or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have
an adverse effect on the marketability of portfolio securities and a mutual
fund might be unable to dispose of restricted or other illiquid securities
promptly or at reasonable prices and might thereby experience difficulty
satisfying redemptions within seven days. A mutual fund might also have to
register such restricted securities in order to dispose of them resulting in
additional expense and delay. Adverse market conditions could impede such a
public offering of securities.

In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act including
repurchase agreements, commercial paper, foreign securities, municipal
securities, convertible securities and corporate bonds and notes.
Institutional investors depend on an efficient institutional market in which
the unregistered security can be readily resold or on an issuer's ability to
honor a demand for repayment. The fact that there are contractual or legal
restrictions on resale to the general public or to certain institutions may
not be indicative of the liquidity of such investments.

Rule 144A under the Securities Act allows for a broader institutional
trading market for securities otherwise subject to restriction on resale to
the general public. Rule 144A establishes a "safe harbor" from the
registration requirements of the Securities Act for resales of certain
securities to qualified institutional buyers. The investment adviser
anticipates that the market for certain restricted securities such as
institutional commercial paper and foreign securities will expand further as a
result of this regulation and the development of automated systems for the
trading, clearance and settlement of unregistered securities of domestic and
foreign issuers, such as the PORTAL System sponsored by the National
Association of Securities Dealers, Inc. (NASD).

Restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act and privately placed commercial paper for which there is a
readily available market are treated as liquid only when deemed liquid under
procedures established by the Trustees. The Fund's investment in Rule 144A
securities could have the effect of increasing illiquidity to the extent that
qualified institutional buyers become, for a limited time, uninterested in
purchasing Rule 144A securities. The investment advisers will monitor the
liquidity of such restricted securities subject to the supervision of the
Board of Trustees. In reaching liquidity decisions, an investment adviser will
consider, among others, the following factors: (1) the frequency of trades and
quotes for the security; (2) the number of dealers wishing to purchase or sell
the security and the number of other potential purchasers; (3) dealer
undertakings to make a market in the security and (4) the nature of the
security and the nature of the marketplace trades (for example, the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer). In addition, in order for commercial paper that is
issued in reliance on Section 4(2) of the Securities Act to be considered
liquid, (a) it must be

B-13
<PAGE>

rated in one of the two highest rating categories by at least two nationally
recognized statistical rating organizations (NRSRO), or if only one NRSRO
rates the securities, by that NRSRO, or, if unrated, be of comparable quality
in the view of an investment adviser; and (b) it must not be "traded flat"
(that is, without accrued interest) or in default as to principal or interest.

Securities of Other Investment Companies

The Fund is permitted to invest up to 10% of its total assets in securities
of other non-affiliated investment companies. The Fund does not intend to
invest in such securities during the coming year. If the Fund does invest in
securities of other investment companies, shareholders of the Fund may be
subject to duplicate management and advisory fees. See "Investment
Restrictions."

Segregated Assets

The Fund segregates with its Custodian, State Street Bank and Trust Company,
cash, U.S. government securities, equity securities (including foreign
securities), debt securities or other liquid, unencumbered assets equal in
value to its obligations in respect of potentially leveraged transactions.
These include forward contracts, when-issued and delayed delivery securities,
futures contracts, written options and options on futures contracts (unless
otherwise covered). If collateralized or otherwise covered, in accordance with
Commission guidelines, these will not be deemed to be senior securities. The
assets segregated will be marked-to-market daily.

When-Issued and Delayed Delivery Securities

The Fund may purchase or sell securities on when-issued or delayed delivery
basis. When-issued or delayed delivery transactions arise when securities are
purchased or sold by the Fund with payment and delivery taking place as much
as a month or more in the future in order to secure what is considered to be
an advantageous price and yield to the Fund at the time of entering into the
transaction. The Fund's Custodian will segregate cash or other liquid assets
having a value equal to or greater than the Fund's purchase commitments. The
securities so purchased are subject to market fluctuation and no interest
accrues to the purchaser during the period between purchase and settlement. At
the time of delivery of the securities the value may be more or less than the
purchase price and an increase in the percentage of the Fund's assets
committed to the purchase of securities on a when-issued or delayed delivery
basis may increase the volatility of the Fund's net asset value.

Temporary Defensive Strategy and Short-Term Investments

When adverse market or economic conditions dictate a defensive strategy, the
Fund may temporarily invest without limit in high quality money market
instruments, including commercial paper of corporations, foreign government
securities, certificates of deposit, bankers' acceptances and other
obligations of domestic and foreign banks, non-convertible debt securities
(corporate and government), obligations issued or guaranteed by the U.S.
government, its agencies or its instrumentalities, repurchase agreements and
cash (foreign currencies or U.S. dollars). Money market instruments typically
have a maturity of one year or less as measured from the date of purchase.

The Fund may also temporarily hold cash or invest in high quality foreign or
domestic money market instruments pending investment of proceeds from new
sales of Fund shares or to meet ordinary daily cash needs subject to the 65%
policy.

Portfolio Turnover

As a result of the investment policies described above, the Fund may engage
in a substantial number of portfolio transactions. The portfolio turnover rate
is generally the percentage computed by dividing the lesser of portfolio
purchases or sales (excluding all securities, including options, whose
maturities or expiration date at acquisition were one year or less) by the
monthly average value of the portfolio. High portfolio turnover (100% or more)
involves correspondingly greater brokerage commissions and other transaction
costs, which are borne directly by the Fund. In addition, high portfolio
turnover may also mean that a proportionately greater amount of distributions
to shareholders will be taxed as ordinary income rather than long-term capital
gains compared to investment companies with lower portfolio turnover. See
"Brokerage Allocation and Other Practices" and "Taxes, Dividends and
Distributions."

INVESTMENT RESTRICTIONS

The following restrictions are fundamental policies. Fundamental policies
are those which cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities. A "majority of the
Fund's outstanding voting

B-14
<PAGE>

securities," when used in this Statement of Additional Information, means the
lesser of (1) 67% of the shares represented at a meeting at which 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 Fund may not:

1. 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 maintenance margin in
connection with futures or options is not considered the purchase of a
security on margin.

2. Make short sales of securities or maintain a short position if, when
added together, more than 25% of the value of the 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.

3. Issue senior securities, borrow money or pledge its assets, except that
the Fund may borrow up to 33 1/3% of the value of its total assets (calculated
when the loan is made) for temporary, extraordinary or emergency purposes or
for the clearance of transactions. The Fund may pledge up to 20% of the value
of its total assets to secure such borrowings. For purposes of this
restriction, the purchase or sale of securities on a when-issued or delayed
delivery basis, forward foreign currency exchange contracts and collateral
arrangements relating thereto, and collateral arrangements with respect to
futures contracts and options thereon and with respect to the writing of
options and obligations of the Fund to Trustees pursuant to deferred
compensation arrangements are not deemed to be a pledge of assets subject to
this restriction.

4. Purchase any security (other than obligations of the U.S. government, its
agencies or instrumentalities) if as a result 25% or more of the Fund's total
assets (determined at the time of the investment) would be invested in a
single industry.

5. Buy or sell real estate or interests in real estate, except that the Fund
may purchase and sell securities which are secured by real estate, securities
of companies which invest or deal in real estate and publicly traded
securities of real estate investment trusts.

6. Buy or sell commodities or commodity contracts, except that the Fund may
purchase and sell financial futures contracts and options thereon, and forward
foreign currency exchange contracts.

7. 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.

8. Make investments for the purpose of exercising control or management.

9. Invest in securities of other non-affiliated investment companies, except
by purchases in the open market involving only customary brokerage commissions
and as a result of which the Fund will not hold more than 3% of the
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.

10. Make loans, except through (a) repurchase agreements and (b) loans of
portfolio securities limited to 33 1/3% of the Fund's total assets.

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 or net asset values will
not be considered a violation of such policy. However, in the event that the
Fund's asset coverage for borrowings falls below 300%, the Fund will take
prompt action to reduce its borrowings, as required by applicable law.

B-15
<PAGE>

MANAGEMENT OF THE COMPANY

<TABLE>
<CAPTION>
Position with Principal Occupations
Name and Address** (Age) the Company During Past Five Years
------------------------ ------------- ----------------------
<C> <C> <S>
Eugene C. Dorsey (73) Trustee Retired President, Chief Executive Officer and Trustee
of the Gannett Foundation (now Freedom Forum); former
Publisher of four Gannett Newspapers and Vice
President of Gannett Co., Inc.; past Chairman,
Independent Sector, Washington, D.C. (largest national
coalition of philanthropic organizations); former
Chairman of the American Council for the Arts; former
Director of the Advisory Board of Chase Manhattan Bank
of Rochester; Director of First Financial Fund, Inc.
and The High Yield Plus Fund, Inc.
Saul K. Fenster, Ph.D. (67) Trustee President (since December 1978) of New Jersey Institute
of Technology; Commissioner (since 1998) of the Middle
States Association, Commission on Higher Education;
member (since 1985) of the New Jersey Commission on
Science and Technology; formerly a director or trustee
(1987-1999) of New Jersey State Chamber of Commerce,
Society of Manufacturing Engineering Education
Foundation, the Research and Development Council of
New Jersey, Prosperity New Jersey, Inc., the Edison
Partnership, National Action Council for Minorities in
Engineering and IDT Corporation.
*Robert F. Gunia (53) Trustee and Executive Vice President and Chief Administrative
Vice President Officer (since June 1999) of Prudential Investments;
Executive Vice President and Treasurer (since December
1996) of Prudential Investments Fund Management LLC
(PIFM); President (since April 1999) of Prudential
Investment Management Services LLC (PIMS); Corporate
Vice President (since September 1997) of The
Prudential Insurance Company of America (Prudential);
Senior Vice President (March 1987-March 1999) of
Prudential Securities Incorporated (Prudential
Securities) and Chief Administrative Officer (July
1990-September 1996), Director (January 1989-September
1996) and Executive Vice President, Treasurer and
Chief Financial Officer (June 1987-September 1996) of
Prudential Mutual Fund Management, Inc.
Maurice Holmes (57) Trustee Director of Center for Innovation in Product
Development, Professor of Engineering, Massachusetts
Institute of Technology (since January 1998); formerly
Chief Engineer and Corporate Vice President, Xerox
Corporation (1972-1997).
Robert E. LaBlanc (66) Trustee President of Robert E. LaBlanc Associates, Inc.
(telecommunications); formerly General Partner at
Salomon Brothers and Vice-Chairman of Continental
Telecom. Director of Storage Technology Corporation,
Chartered Semiconductor Manufacturing, Ltd., Titan
Corporation, Salient 3 Communications, Inc. and
Tribune Company; Trustee of Manhattan College;
Director of First Financial Fund, Inc. and The High
Yield Plus Fund, Inc.
Douglas H. McCorkindale (61) Trustee Chairman (since June 2000), and President (since
September 1997) of Gannett Co. Inc. (publishing and
media); President and Chief Executive Officer (since
August 2000) of Central Newspapers, Inc.; formerly
Vice Chairman (March 1984-May 2000) of Gannett Co.
Inc.; Director of Gannett Co. Inc., Global Crossing
Ltd. and Continental Airlines, Inc.; Director of First
Financial Fund, Inc. and The High Yield Plus Fund,
Inc.
W. Scott McDonald, Jr., Ph.D. (63) Trustee Vice President (since 1997), Kaludis Consulting Group,
Inc. (a Sallie Mae company serving higher education);
formerly principal (1993-1997), Scott McDonald &
Associates, Chief Operating Officer (1991-1995),
Fairleigh Dickinson University, Executive Vice
President and Chief Operating Officer (1975-1991),
Drew University, interim President (1988-1990), Drew
University and founding director of School, College
and University Underwriters Ltd.
</TABLE>

B-16
<PAGE>

<TABLE>
<CAPTION>
Position with Principal Occupations
Name and Address** (Age) the Company During Past Five Years
------------------------ ------------- ----------------------
<C> <C> <S>
Thomas T. Mooney (58) Trustee President of the Greater Rochester Metro Chamber of
Commerce; former Rochester City Manager, former Deputy
Monroe County Executive; Trustee of Center for
Governmental Research, Inc.; Director of Blue Cross of
Rochester, Monroe County Water Authority and Executive
Service Corps of Rochester; Director, President and
Treasurer of First Financial Fund, Inc. and The High
Yield Plus Fund, Inc.
*David R. Odenath, Jr. Trustee Officer in Charge, President, Chief Executive Officer
(43) and President and Chief Operating Officer (since June 1999) of PIFM;
Senior Vice President (since June 1999), Prudential;
formerly Senior Vice President (August 1993-May 1999),
PaineWebber Group, Inc.
Stephen Stoneburn (57) Trustee President and Chief Executive Officer (since June 1996)
of Quadrant Media Corp. (a publishing company);
formerly President (June 1995-June 1996) of Argus
Integrated Media, Inc.; Senior Vice President and
Managing Director (January 1993-1995) of Cowles
Business Media and Senior Vice President of Fairchild
Publications, Inc.
Joseph Weber, Ph.D. (76) Trustee Vice President, Finance, Interclass (international
corporate learning) since 1991, formerly President,
The Alliance for Learning; formerly Vice President,
Member of the Board of Directors and Member of the
Executive and Operating Committees, Hoffmann-LaRoche
Inc.; Member, Board of Overseers, New Jersey Institute
of Technology; and Trustee and Vice Chairman Emeritus,
Fairleigh Dickinson University.
Clay T. Whitehead (62) Trustee President of National Exchange Inc. (new business
development firm) (since May 1983).
Judy A. Rice Vice President Executive Vice President (since 1999) of Prudential
Investments; Executive Vice President (since 1999) of
PIFM; formerly, various positions to Senior Vice
President (1992-1999), Prudential Securities, Inc; and
various positions to Managing Director (1975-1992),
Shearson Lehman Advisors; Governor of the Money
Management Institute; Member of the Prudential
Securities Operating Council, Board Member of the
National Association for Variable Annuities.
George P. Attisano (45) Secretary Assistant General Counsel (since September 2000) of
Prudential; formerly Associate Attorney (April 1998-
September 2000) of Kramer Levin Naftalis & Frankel
LLP; Associate Attorney (September 1996-April 1998) of
Willkie Farr & Gallagher; Counsel (September 1995-
September 1996) of The Dreyfus Corporation (Dreyfus).
William V. Healey (46) Assistant Vice President and Associate General Counsel of
Secretary Prudential and Chief Legal Officer of Prudential
Investments, a business unit of Prudential; (since
August 1998); Director, ICI Mutual Insurance Company
(since June 1999); formerly Associate General Counsel
of Dreyfus, a subsidiary of Mellon Bank, N.A. (Mellon
Bank), and an officer and/or director of various
affiliates of Mellon Bank and Dreyfus.
Grace C. Torres (41) Treasurer First Vice President (since December 1996) of PIFM;
and Principal First Vice President (since March 1994) of Prudential
Financial and Securities; formerly First Vice President (March 1994-
Accounting September 1996) of Prudential Mutual Fund Management,
Officer Inc.
</TABLE>
---------
* "Interested" Trustee, as defined in the Investment Company Act, by reason of
affiliation with the Manager, a Subadviser or the Distributor.
** The address of the Trustees and officers is c/o Prudential Investments Fund
Management LLC, Gateway Center Three, 100 Mulberry Street, Newark, New
Jersey 07102-4077.

B-17
<PAGE>

The Company has Trustees who, in addition to overseeing the actions of the
Fund's Manager, Subadvisers and Distributor, decide upon matters of general
policy. The Trustees also review the actions of the Fund's officers who
conduct and supervise the daily business operations of the Fund.

The Trustees have adopted a retirement policy that calls for the retirement
of Trustees on December 31 of the year in which they reach the age of 75,
except that Mr. Weber will retire by December 31, 2002.

Pursuant to the terms of the Management Agreement with the Fund, the Manager
pays all compensation of officers and employees of the Company as well as the
fees and expenses of all Trustees of the Company who are affiliated persons of
the Manager. The Company currently pays each of its Trustees who is not an
affiliated person of PIFM or the investment advisers annual compensation in
addition to certain out-of-pocket expenses. The amount of annual compensation
paid to each Trustee may change as a result of the introduction of additional
funds on the boards of which the Trustee will be asked to serve, as well as
service by such Trustee on one or more committees.

Trustees may receive their Trustees' fees pursuant to a deferred fee
agreement with the Company. Under the terms of the agreement, the Company
accrues daily the amount of Trustees' fees in installments which accrue
interest at a rate equivalent to the prevailing rate applicable to 90-day U.S.
Treasury bills at the beginning of each calendar quarter or, pursuant to a
Commission exemptive order, at the daily rate of return of any Prudential
mutual fund. Payment of the interest so accrued is also deferred and accruals
become payable at the option of the Trustee. The Company's obligation to make
payments of deferred Trustees' fees, together with interest thereon, is a
general obligation of the Company.

The following table sets forth the aggregate compensation paid for the
calendar year ended December 31, 1999 to the Trustees who are not affiliated
with the Manager for service on the boards of all investment companies managed
by PIFM (Fund Complex), and an estimate for the current year for the Company.

Compensation Table

<TABLE>
<CAPTION>
Total 2000 Total 1999
Estimated Compensation
Compensation From Fund
from Complex Paid
Name of Trustee the Company To Trustees
--------------- ------------ -----------------
<S> <C> <C>
Eugene C. Dorsey** $1,125 $ 81,000 (17/48)*
Saul K. Fenster $ 367 $ 35,000 (5/21)*
Robert F. Gunia+ -- None
Maurice Holmes++ $1,100 None
Robert E. LaBlanc $1,100 $ 61,250 (20/39)*
Douglas H. McCorkindale** $1,100 $ 80,000 (24/49)*
W. Scott McDonald, Jr. $ 367 $ 35,000 (5/21)*
Thomas T. Mooney** $1,175 $129,500 (35/75)*
David R. Odenath, Jr.+ -- None
Stephen Stoneburn $1,100 $ 61,250 (20/39)*
John R. Strangfeld+, ++ -- None
Joseph Weber $ 367 $ 35,000 (5/21)*
Clay T. Whitehead $1,100 $ 77,000 (38/66)*
</TABLE>
---------
* Indicates number of funds/portfolios in Fund Complex to which aggregate
compensation relates.
** Total compensation from all of the funds in the Fund Complex for the
calendar year ended December 31, 1999 includes amounts deferred at the
election of Trustees under the funds' deferred compensation plans.
Including accrued interest, total compensation amounted to $103,574,
$97,916 and $135,102 for Messrs. Dorsey, McCorkindale and Mooney,
respectively.
+ Interested Trustees do not receive compensation from the Company or any fund
in the Fund Complex.
++Mr. Holmes joined the Board in May 2000 and Mr. Strangfeld resigned from the
Board in November 2000.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Trustees of the Company are eligible to purchase Class Z shares of the Fund,
which are sold without either an initial sales charge or contingent deferred
sales charge to a limited group of investors.

As of the date of this Statement of Additional Information, PIFM owned all
of the shares of the Fund and controlled the Fund.

B-18
<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

Manager and Investment Advisers

The manager of the Fund is Prudential Investments Fund Management LLC (PIFM
or the Manager), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey
07102-4077. PIFM serves as manager to all of the other investment companies
that, comprise the Prudential mutual funds. See "How the Fund is Managed--
Manager" in the Prospectus of the Fund. As of December 31, 2000, PIFM managed
and/or administered open-end and closed-end management investment companies
with assets of approximately $ billion.

PIFM is a subsidiary of PIFM Holdco, Inc., which is a wholly-owned
subsidiary of Prudential Asset Management Holding Company, which is a wholly-
owned subsidiary of The Prudential Insurance Company of America (Prudential).
Prudential Mutual Fund Services LLC (PMFS or the Transfer Agent), an affiliate
of PIFM, serves as the transfer agent for the Fund.

Pursuant to the Management Agreement with the Company (the Management
Agreement), PIFM, subject to the supervision of the Company's Board of
Trustees and in conformity with the stated policies of the Fund, manages both
the investment operations of the Fund and the composition of the Fund's
portfolio, including the purchase, retention, disposition and loan of
securities and other assets. In connection therewith, PIFM is obligated to
keep certain books and records of the Fund. PIFM also administers the Fund's
business affairs and, in connection therewith, furnishes the Fund with office
facilities, together with those ordinary clerical and bookkeeping services
that are not being furnished by State Street Bank and Trust Company, the
Fund's custodian (the Custodian), and PMFS, the Fund's transfer and dividend
disbursing agent. The management services of PIFM for the Fund are not
exclusive under the terms of the Management Agreement and PIFM is free to, and
does, render management services to others.

For its services, PIFM receives, pursuant to the Management Agreement, a fee
at an annual rate of .90 of 1% of the Fund's average daily net assets up to
and including $1 billion and .85 of 1% of average daily net assets in excess
of $1 billion. The fee is computed daily and payable monthly.

In connection with its management of the business affairs of the Fund, PIFM
bears the following expenses:

(a) the salaries and expenses of all personnel of the Fund and the Manager,
except the fees and expenses of Trustees who are not affiliated persons of
PIFM or the Fund's investment advisers;

(b) all expenses incurred by PIFM or by the Fund in connection with managing
the ordinary course of the Fund's business, other than those assumed by the
Fund as described below; and

(c) the costs and expenses payable to Davis Selected Advisers LP (Davis
Advisers) and Salomon Brothers Asset Management Inc. (Salomon Brothers, and
collectively with Davis Advisers, the investment advisers or the Subadvisers)
pursuant to the subadvisory agreements between PIFM and Davis Advisers or
Salomon Brothers, respectively (the Subadvisory Agreements).

Under the terms of the Management Agreement, the Fund is responsible for the
payment of the following expenses: (a) the fees payable to the Manager, (b)
the fees and expenses of Trustees who are not affiliated persons of the
Manager or the Fund's investment advisers, (c) the fees and certain expenses
of the Custodian and Transfer Agent, including the cost of providing records
to the Manager in connection with its obligation of maintaining required
records of the Fund and of pricing the Fund's shares, (d) the charges and
expenses of legal counsel and independent accountants for the Fund, (e)
brokerage commissions and any issue or transfer taxes chargeable to the Fund
in connection with its securities transactions, (f) all taxes and corporate
fees payable by the Fund to governmental agencies, (g) the fees of any trade
associations of which the Fund may be a member, (h) the cost of share
certificates representing shares of the Fund, (i) the cost of fidelity and
liability insurance, (j) certain organization expenses of the Fund and the
fees and expenses involved in registering and maintaining registration of the
Fund and of its shares with the SEC, including the preparation and printing of
the Fund's registration statements and prospectuses for such purposes, and
paying the fees and expenses of notice filings made in accordance with state
securities laws, (k) allocable communications expenses with respect to
investor services and all expenses of shareholders' and Trustees' meetings and
of preparing, printing and mailing reports, proxy statements and prospectuses
to shareholders in the amount necessary for distribution to the shareholders,
(l) litigation and indemnification expenses and other extraordinary expenses
not incurred in the ordinary course of the Fund's business and (m)
distribution fees.

The Management Agreement provides that PIFM will not be liable for any error
of judgment or for any loss suffered by the Fund in connection with the
matters to which the Management Agreement relates, except a loss resulting
from willful misfeasance, bad faith, gross negligence or reckless disregard of
duty. The Management Agreement provides that it will terminate automatically

B-19
<PAGE>

if assigned, and that it may be terminated without penalty by either party
upon not more than 60 days' nor less than 30 days' written notice. The
Management Agreement will continue in effect for a period of more than two
years from the date of execution only so long as such continuance is
specifically approved at least annually in conformity with the Investment
Company Act.

The Subadvisory Agreements provide that the Subadvisers will furnish
investment advisory services in connection with the management of the Fund. In
connection therewith, Davis Advisers and Salomon Brothers are obligated to
keep certain books and records of the Fund. Under the Subadvisory Agreements,
the Subadvisers, subject to the supervision of PIFM, are responsible for
managing the assets of the Fund in accordance with its investment objective,
investment program and policies. The Subadvisers determine what securities and
other instruments are purchased and sold for the Fund and are responsible for
obtaining and evaluating financial data relevant to the Fund. PIFM continues
to have responsibility for all investment advisory services pursuant to the
Management Agreement. Under the Subadvisory Agreements, Davis Advisers is
compensated by PIFM for its services at an annual rate of 0.50% of the average
daily net assets for the portion of such assets which Davis Advisers manages
up to and including $1 billion and 0.40% of such average daily net assets in
excess of $1 billion, and Salomon Brothers is compensated by PIFM for its
services at an annual rate of 0.50% of the average daily net assets advised by
Salomon Brothers on Fund assets up to $1 billion and 0.40% of such average
daily net assets on Fund assets in excess of $1 billion.

Each Subadvisory Agreement provides that it will terminate in the event of
its assignment (as defined in the Investment Company Act) or upon the
termination of the Management Agreement. Each Subadvisory Agreement may be
terminated by the Company, PIFM or the applicable Subadviser upon not more
than 60 days', nor less than 30 days', written notice. Each Subadvisory
Agreement provides that each will continue in effect for a period of more than
two years from its execution only so long as such continuance is specifically
approved at least annually in accordance with the requirements of the
Investment Company Act.

Principal Underwriter, Distributor and Rule 12b-1 Plans

Prudential Investment Management Services LLC (PIMS or the Distributor),
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 separate Distribution and Service Plans (the Class A Plan, the
Class B Plan and the Class C Plan, collectively, the Plans) adopted by the
Company on behalf of the Fund under Rule 12b-1 under the Investment Company
Act and a distribution agreement (the Distribution Agreement), the Distributor
incurs the expenses of distributing the Fund's Class A, Class B and Class C
shares, respectively. The Distributor also incurs the expenses of distributing
the Class Z shares under the Distribution Agreement with the Fund, none of
which are reimbursed by or paid for by the Fund.

The expenses incurred under the Plans include commissions and account
servicing fees paid to, or on account of, brokers or financial institutions
which have entered into agreements with the Distributor, advertising expenses,
the cost of printing and mailing prospectuses to potential investors and
indirect and overhead costs of the Distributor associated with the sale of
Fund shares, including lease, utility, communications and sales promotion
expenses.

Under the Plans, the Fund is obligated to pay distribution and/or service
fees to the Distributor as compensation for its distribution and service
activities, not as reimbursement for specific expenses incurred. If the
Distributor's expenses exceed its distribution and service fees, the Fund will
not be obligated to pay any additional expenses. If the Distributor's expenses
are less than such distribution and service fees, it will retain its full fees
and realize a profit.

The distribution and/or service fees may also be used by the Distributor to
compensate on a continuing basis brokers in consideration for the
distribution, marketing, administrative and other services and activities
provided by brokers with respect to the promotion of the sale of the Fund's
shares and the maintenance of related shareholder accounts.

Class A Plan. Under the Class A Plan, the Fund may pay the Distributor for
its distribution-related expenses with respect to Class A shares at an annual
rate of up to .30 of 1% of the average daily net assets of the Class A shares.
The Class A Plan provides that (1) up to .25 of 1% of the average daily net
assets of the Class A shares may be used to pay for personal service and/or
the maintenance of shareholder accounts (service fee) and (2) total
distribution fees (including the service fee of .25 of 1%) may not exceed .30
of 1% of the average daily net assets of the Class A shares. The Distributor
has contractually agreed to limit its distribution-related fees payable under
the Class A Plan to .25 of 1% of the average daily net assets of the Class A
shares for the fiscal year ending February 28, 2002.

Class B and Class C Plans. Under the Class B and Class C Plans, the Fund
pays the Distributor for its distribution-related expenses with respect to
Class B and Class C shares at an annual rate of 1% of the average daily net
assets of each of the Class B and Class C shares. The Class B and Class C
Plans provide for the payment to the Distributor of (1) an asset-based sales
charge of

B-20
<PAGE>

.75 of 1% of the average daily net assets of each of the Class B and Class C
shares, respectively, and (2) a service fee of .25 of 1% of the average daily
net assets of each of the Class B and Class C shares. The service fee is used
to pay for personal service and/or the maintenance of shareholder accounts.
The Distributor also receives contingent deferred sales charges from certain
redeeming shareholders and, with respect to Class C shares, an initial sales
charge.

The Distributor also receives the proceeds of contingent deferred sales
charges paid by investors upon certain redemptions of Class B shares and an
initial sales charge and the proceeds of contingent deferred sales charges
paid by investors upon certain redemptions of Class C shares.

Distribution expenses attributable to the sale of Class A, Class B or Class
C shares of the Fund will be allocated to each such class based upon the ratio
of sales of each such class to the sales of Class A, Class B and Class C
shares of the Fund other than expenses allocable to a particular class. The
distribution fee and sales charge of one class will not be used to subsidize
the sale of another class.

The Class A, Class B and Class C Plans continue in effect from year to year,
provided that each such continuance is approved at least annually by a vote of
the Board of Trustees, including a majority vote of the Trustees who are not
interested persons of the Company and who have no direct or indirect financial
interest in the Class A, Class B and Class C Plan or in any agreement related
to the Plans (the Rule 12b-1 Trustees), cast in person at a meeting called for
the purpose of voting on such continuance. A Plan may be terminated at any
time, without penalty, by the vote of a majority of the Rule 12b-1 Trustees or
by the vote of the holders of a majority of the outstanding shares of the
applicable class of the Fund on not more than 60 days', nor less than 30
days', written notice to any other party to the Plan. The Plans may not be
amended to increase materially the amounts to be spent for the services
described therein without approval by the shareholders of the applicable
class, and all material amendments are required to be approved by the Board of
Trustees in the manner described above. Each Plan will automatically terminate
in the event of its assignment. The Fund will not be obligated to pay expenses
incurred under any Plan if it is terminated or not continued.

Pursuant to each Plan, the Board of Trustees will review at least quarterly
a written report of the distribution expenses incurred on behalf of each class
of shares of the Fund by the Distributor. The report will include an
itemization of the distribution expenses and the purposes of such
expenditures. In addition, as long as the Plans remain in effect, the
selection and nomination of Rule 12b-1 Trustees shall be committed to the Rule
12b-1 Trustees.

Pursuant to the Distribution Agreement, the Fund has agreed to indemnify the
Distributor to the extent permitted by applicable law against certain
liabilities under the federal securities laws.

In addition to distribution and service fees paid by the Fund under the
Class A, Class B and Class C Plans, the Manager (or one of its affiliates) may
make payments to dealers (including Prudential Securities) and other persons
who distribute shares of the Fund (including Class Z shares). Such payments
may be calculated by reference to the net asset value of shares sold by such
persons or otherwise.

Fee Waivers/Subsidies

PIFM may from time to time voluntarily waive all or a portion of its
management fee and subsidize all or a portion of the operating expenses of the
Fund. In addition, the Distributor has contractually agreed to waive a portion
of its distribution fees for the Class A shares for the fiscal year ending
February 28, 2002. Fee waivers and subsidies will increase the Fund's total
return.

NASD Maximum Sales Charge Rule

Pursuant to rules of the NASD, the Distributor is required to limit
aggregate initial sales charges, deferred sales charges and asset-based sales
charges to 6.25% of total gross sales of each class of shares. Interest
charges equal to the prime rate plus one percent per annum may be added to the
6.25% limitation. Sales from the reinvestment of dividends and distributions
are not included in the calculation of the 6.25% limitation. The annual asset-
based sales charge of the Fund may not exceed .75 of 1%. The 6.25% limitation
applies to each class of the Fund rather than on a per shareholder basis. If
aggregate sales charges were to exceed 6.25% of total gross sales of any
class, all sales charges on shares of that class would be suspended.

Other Service Providers

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as Custodian for the portfolio securities of the
Fund and cash and in that capacity maintains certain financial and accounting
books and records pursuant

B-21
<PAGE>

to an agreement with the Company. Subcustodians provide custodial services for
the Fund's foreign assets held outside the United States.

Prudential Mutual Fund Services LLC (PMFS), 194 Wood Avenue South, Iselin,
New Jersey 08830, serves as the Transfer and Dividend Disbursing Agent of the
Fund. PMFS is an affiliate of PIFM. PMFS provides customary transfer agency
services to the Fund, including the handling of shareholder communications,
the processing of shareholder transactions, the maintenance of shareholder
account records, payment of dividends and distributions and related functions.
For these services, PMFS receives an annual fee per shareholder account of
$10.00, a new account set-up fee for each manually established account of
$2.00 and a monthly inactive zero balance account fee per shareholder account
of $.20. PMFS is also reimbursed for its out-of-pocket expenses, including but
not limited to postage, stationery, printing, allocable communication expenses
and other costs.

, serves as the Fund's independent
accountants and in that capacity audits the annual financial statements of the
Fund.

Codes of Ethics

The Board of Trustees of the Company has adopted a Code of Ethics. In
addition, the Manager, Subadvisers and Distributor have each adopted a Code of
Ethics (the Codes). The Codes permit personnel subject to the Codes to invest
in securities, including securities that may be purchased or held by the Fund.
However, the protective provisions of the Codes prohibit certain investments
and limit such personnel from making investments during periods when the Fund
is making such investments. The Codes are on public file with, and are
available from, the SEC.

BROKERAGE ALLOCATION AND OTHER PRACTICES

The Manager is responsible for decisions to buy and sell securities, futures
and options on securities and futures for the Fund, the selection of brokers,
dealers and futures commission merchants to effect the transactions and the
negotiation of brokerage commissions, if any. The term "Manager" as used in
this section includes the Subadvisers. Broker-dealers may receive brokerage
commissions on Fund portfolio transactions, including options and the purchase
and sale of underlying securities upon the exercise of options. On foreign
securities exchanges, commissions may be fixed. Orders may be directed to any
broker or futures commission merchant including, to the extent and in the
manner permitted by applicable law, Prudential Securities and its affiliates.
or one of the Subadviser's affiliates (an affiliated broker). Brokerage
commissions on United States securities options and futures are subject to
negotiation between the Manager and the broker or futures commission merchant.

In the over-the-counter markets, securities are generally traded on a "net"
basis with dealers acting as principal for their own accounts without a stated
commission, although the price of the security usually includes a profit to
the dealer. In underwritten offerings, securities are purchased at a fixed
price which includes an amount of compensation to the underwriter, generally
referred to as the underwriter's concession or discount. On occasion, certain
money market instruments and U.S. government agency securities may be
purchased directly from the issuer, in which case no commissions or discounts
are paid. The Fund will not deal with an affiliated broker in any transaction
in which the affiliated broker acts as principal, except in accordance with
rules of the Commission. Thus, it will not deal in the over-the-counter market
with Prudential Securities acting as market maker, and it will not execute a
negotiated trade with an affiliated broker if execution involves the
affiliated broker acting as principal with respect to any part of the Fund's
order.

In placing orders for portfolio securities of the Fund, the Manager's
overriding objective is to obtain the best possible combination of favorable
price and efficient execution. The Manager seeks to effect each transaction at
a price and commission that provides the most favorable total cost or proceeds
reasonably attainable in the circumstances. The factors that the Manager may
consider in selecting a particular broker, dealer or futures commission
merchant (firms) are the Manager's knowledge of negotiated commission rates
currently available and other current transaction costs; the nature of the
portfolio transaction; the size of the transaction; the desired timing of the
trade; the activity existing and expected in the market for the particular
transaction; confidentiality; the execution, clearance and settlement
capabilities of the firms; the availability of research and research related
services provided through such firms; the Manager's knowledge of the financial
stability of the firms; the Manager's knowledge of actual or apparent
operational problems of firms; and the amount of capital, if any, that would
be contributed by firms executing the transaction. Given these factors, the
Fund may pay transaction costs in excess of that which another firm might have
charged for effecting the same transaction.

When the Manager selects a firm that executes orders or is a party to
portfolio transactions, relevant factors taken into consideration are whether
that firm has furnished research and research products and/or services, such
as research reports,

B-22
<PAGE>

research compilations, statistical and economic data, computer data bases,
quotation equipment and services, research oriented computer software,
hardware and services, reports concerning the performance of accounts,
valuations of securities, investment related periodicals, investment seminars
and other economic services and consultants. Such services are used in
connection with some or all of the Manager's investment activities; some of
such services, obtained in connection with the execution of transactions for
one investment account, may be used in managing other accounts, and not all of
these services may be used in connection with the Fund.

The Manager maintains an internal allocation procedure to identify those
firms who have provided it with research and research related products and/or
services, and the amount that was provided, and to endeavor to direct
sufficient commissions to them to ensure the continued receipt of those
services that the Manager believes provide a benefit to the Fund and its other
clients. The Manager makes a good faith determination that the research and/or
service is reasonable in light of the type of service provided and the price
and execution of the related portfolio transactions.

When the Manager deems the purchase or sale of equities to be in the best
interests of the Fund or its other clients, including Prudential, the Manager
may, but is under no obligation to, aggregate the transactions in order to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the transactions, as well as the
expenses incurred in the transaction, will be made by the Manager in the
manner it considers to be most equitable and consistent with its fiduciary
obligations to its clients.

The allocation of orders among firms and the commission rates paid are
reviewed periodically by the Company's Board of Trustees. Portfolio securities
may not be purchased from any underwriting or selling syndicate of which an
affiliated broker, during the existence of the syndicate, is a principal
underwriter (as defined in the Investment Company Act), except in accordance
with rules of the Commission. This limitation, in the opinion of the Fund,
will not significantly affect the Fund's ability to pursue its present
investment objective. However, in the future, in other circumstances, the Fund
may be at a disadvantage because of this limitation in comparison to other
funds with similar objectives but not subject to such limitations.

Subject to the above considerations, an affiliated broker may act as a
securities broker or futures commission merchant for the Fund. In order for an
affiliate of a Subadviser or Prudential Securities (or any affiliate) to
effect any portfolio transactions for the Fund, the commissions, fees or other
remuneration received by the affiliated broker must be reasonable and fair
compared to the commissions, fees or other remuneration paid to other firms in
connection with comparable transactions involving similar securities or
futures being purchased or sold on an exchange during a comparable period of
time. This standard would allow the affiliated broker to receive no more than
the remuneration which would be expected to be received by an unaffiliated
firm in a commensurate arm's-length transaction. Furthermore, the Board of
Trustees of the Company, including a majority of non-interested Trustees, has
adopted procedures which are reasonably designed to provide that any
commissions, fees or other remuneration paid to the affiliated broker are
consistent with the foregoing standard. In accordance with Section 11(a) of
the Securities Exchange Act of 1934, Prudential Securities may not retain
compensation for effecting transactions on a national securities exchange for
the Fund unless the Fund has expressly authorized the retention of such
compensation. Prudential Securities must furnish to the Fund at least annually
a statement setting forth the total amount of all compensation retained by
Prudential Securities from transactions effected for the Fund during the
applicable period. Brokerage and futures transactions with Prudential
Securities (or any affiliate) are also subject to such fiduciary standards as
may be imposed upon Prudential Securities (or such affiliate) by applicable
law.

CAPITAL SHARES, OTHER SECURITIES AND ORGANIZATION

The Company is authorized to issue an unlimited number of shares of
beneficial interest, $.001 par value per share, currently divided into two
series and four classes, designated Class A, Class B, Class C and Class Z
shares. Each class of shares represents an interest in the same assets of the
Fund and is identical in all respects except that (1) each class is subject to
different sales charges and distribution and/or service fees (except for Class
Z shares, which are not subject to any sales charges and distribution and/or
service fees), which may affect performance, (2) each class has exclusive
voting rights on any matter submitted to shareholders that relates solely to
its arrangement and has separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class, (3) each class has a different exchange privilege, (4) only
Class B shares have a conversion feature and (5) Class Z shares are offered
exclusively for sale to a limited group of investors. In accordance with the
Company's Declaration of Trust, the Trustees may authorize the creation of
additional series and classes within such series, with such preferences,
privileges, limitations and voting and dividend rights as the Trustees may
determine. The voting rights of the shareholders of a series or class can be
modified only by the vote of shareholders of that series or class.

B-23
<PAGE>

Shares of the Fund, when issued, are fully paid, nonassessable, fully
transferable and redeemable at the option of the holder. Shares are also
redeemable at the option of the Fund under certain circumstances. Each share
of each class is equal as to earnings, assets and voting privileges, except as
noted above, and each class of shares (with the exception of Class Z shares,
which are not subject to any distribution or service fees) bears the expenses
related to the distribution of its shares. Except for the conversion feature
applicable to the Class B shares, there are no conversion, preemptive or other
subscription rights. In the event of liquidation, each share of the Fund is
entitled to its portion of all of the Fund's assets after all debt and
expenses of the Fund have been paid. Since Class B and Class C shares
generally bear higher distribution expenses than Class A shares, the
liquidation proceeds to shareholders of those classes are likely to be lower
than to Class A shareholders and to Class Z shareholders, whose shares are not
subject to any distribution and/or service fees.

The Company does not intend to hold annual meetings of shareholders unless
otherwise required by law. The Company will not be required to hold meetings
of shareholders unless, for example, the election of Trustees is required to
be acted on by shareholders under the Investment Company Act. Shareholders
have certain rights, including the right to call a meeting upon the vote of
10% of the Company's outstanding shares for the purpose of voting on the
removal of one or more Trustees or to transact any other business.

Under the Declaration of Trust, the Trustees may authorize the creation of
additional series of shares (the proceeds of which would be invested in
separate, independently managed portfolios with distinct investment objectives
and policies and share purchase, redemption and net asset value procedures)
with such preferences, privileges, limitations and voting and dividend rights
as the Trustees may determine. All consideration received by the Fund for
shares of any additional series, and all assets in which such consideration is
invested, would belong to that series (subject only to the rights of creditors
of that series) and would be subject to the liabilities related thereto. Under
the Investment Company Act, shareholders of any additional series of shares
would normally have to approve the adoption of any advisory contract relating
to such series and of any changes in the fundamental investment policies
related thereto.

The Trustees have the power to alter the number and the terms of office of
the Trustees, provided that always at least a majority of the Trustees have
been elected by the shareholders of the Fund. The voting rights of
shareholders are not cumulative, so that holders of more than 50 percent of
the shares voting can, if they choose, elect all Trustees being selected,
while the holders of the remaining shares would be unable to elect any
Trustees.

PURCHASE, REDEMPTION AND PRICING OF FUND SHARES

Shares of the Fund may be purchased at a price equal to the next determined
net asset value (NAV) per share plus a sales charge which, at the election of
the investor, may be imposed either (1) at the time of purchase (Class A or
Class C shares) or (2) on a deferred basis (Class B or Class C shares). Class
Z shares of the Fund are offered to a limited group of investors at NAV
without any sales charges.

Purchase by Wire

For an initial purchase of shares of the Fund by wire, you must complete an
application and telephone PMFS to receive an account number at (800) 225-1852
(toll-free). The following information will be requested: your name, address,
tax identification number, class election, dividend distribution election,
amount being wired and wiring bank. Instructions should then be given by you
to your bank to transfer funds by wire to State Street Bank and Trust Company
(State Street), Boston, Massachusetts, Custody and Shareholder Services
Division, Attention: Strategic Partners Focused Value Fund, specifying on the
wire the account number assigned by PMFS and your name and identifying the
class in which you are investing (Class A, Class B, Class C or Class Z
shares).

If you arrange for receipt by State Street of Federal Funds prior to the
calculation of NAV (4:15 P.M., New York time) on a business day, you may
purchase shares of the Fund as of that day.

In making a subsequent purchase order by wire, you should wire State Street
directly and should be sure that the wire specifies Strategic Partners Focused
Value Fund, Class A, Class B, Class C or Class Z shares and your name and
individual account number. It is not necessary to call PMFS to make subsequent
purchase orders utilizing Federal Funds. The minimum amount which may be
invested by wire is $1,000.

B-24
<PAGE>

Issuance of Fund Shares for Securities

Transactions involving the issuance of Fund shares for securities (rather
than cash) will be limited to (1) reorganizations, (2) statutory mergers, or
(3) other acquisitions of portfolio securities that (a) meet the investment
objective and policies of the Fund, (b) are liquid and not subject to
restrictions on resale, (c) have a value that is readily ascertainable via
listing on or trading in a recognized United States or international exchange
or market, and (d) are approved by one of the Fund's investment advisers.

Specimen Price Make-up

Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold with a maximum sales charge of 5%, Class
C* shares are sold with a 1% sales charge, and Class B* and Class Z shares are
sold at NAV. Using the NAV of the Fund at the inception of the Fund's public
offering, the maximum offering price of the Fund's shares will be as follows:

<TABLE>
<S> <C>
Class A
Net asset value and redemption price per Class A share.................. $10.00
Maximum sales charge (5% of offering price)............................. .53
------
Maximum offering price to public........................................ $10.53
======
Class B
Net asset value, offering price and redemption price per Class B
share*................................................................. $10.00
======
Class C
Net asset value and redemption price per Class C share*................. $10.00
Sales charge (1% of offering price)..................................... .10
------
Offering price to public................................................ $10.10
======
Class Z
Net asset value, offering price and redemption price per Class Z share.. $10.00
======
</TABLE>
---------
* Class B and Class C shares are subject to a contingent deferred sales charge
on certain redemptions.

Selecting a Purchase Alternative

The following is provided to assist you in determining which method of
purchase best suits your individual circumstances and is based on current fees
and expenses being charged to the Fund:

If you intend to hold your investment in the Fund for less than 4 years and
do not qualify for a reduced sales charge on Class A shares, since Class A
shares are subject to an initial sales charge of 5% and Class B shares are
subject to a CDSC of 5% which declines to zero over a 6 year period, you
should consider purchasing Class C shares over either Class A or Class B
shares.

If you intend to hold your investment for longer than 4 years, but less than
5 years, and do not qualify for a reduced sales charge on Class A shares, you
should consider purchasing Class B or Class C shares over Class A shares. This
is because the initial sales charge plus the cumulative annual distribution-
related fee on Class A shares would exceed those of the Class B and Class C
shares if you redeem your investment during this time period. In addition,
more of your money would be invested initially in the case of Class C shares,
because of the relatively low initial sales charge, and all of your money
would be invested initially in the case of Class B shares, which are sold at
NAV.

If you intend to hold your investment for longer than 5 years, you should
consider purchasing Class A shares over either Class B or Class C shares. This
is because the maximum sales charge plus the cumulative annual distribution-
related fee on Class A shares would be less than those of the Class B and
Class C shares.

If you qualify for a reduced sales charge on Class A shares, it may be more
advantageous for you to purchase Class A shares over either Class B or Class C
shares regardless of how long you intend to hold your investment. However,
unlike Class B shares, you would not have all of your money invested initially
because the sales charge on Class A shares is deducted at the time of
purchase.

If you do not qualify for a reduced sales charge on Class A shares and you
purchase Class B or Class C shares, you would have to hold your investment for
more than 6 years in the case of Class B shares and for more than 5 years in
the case of Class C shares for the higher cumulative annual distribution-
related fee on those shares plus, in the case of Class C shares, the 1%
initial

B-25
<PAGE>

sales charge to exceed the initial sales charge plus the cumulative annual
distribution-related fees on Class A shares. This does not take into account
the time value of money, which further reduces the impact of the higher Class
B or Class C distribution-related fee on the investment, fluctuations in NAV,
the effect of the return on the investment over this period of time or
redemptions when the CDSC is applicable.

Reduction and Waiver of Initial Sales Charge--Class A Shares

Benefit Plans. Class A shares may be purchased at NAV, without payment of
an initial sales charge, by pension, profit-sharing or other employee benefit
plans qualified under Section 401 of the Internal Revenue Code, deferred
compensation or annuity plans under Sections 401(a), 403(b) and 457 of the
Internal Revenue Code, "rabbi" trusts and non-qualified deferred compensation
plans (collectively, Benefit Plans), provided that the Benefit Plan has
existing assets of at least $1 million or 250 eligible employees or
participants. Class A shares may be purchased at NAV by participants who are
repaying loans made from such plans to the participant.

Other Waivers. In addition, Class A shares may be purchased at NAV, without
the initial sales charge, through the Distributor or the Transfer Agent, by:

. Officers of the Company

. Employees of the Distributor, Prudential Securities, PIFM and their
subsidiaries and members of the families of such persons who maintain an
"employee related" account at Prudential Securities or the Transfer
Agent

. Employees of subadvisers of the Company provided that purchases at NAV
are permitted by such person's employer

. Prudential, directors, employees and special agents of Prudential and
its subsidiaries and all persons who have retired directly from active
service with Prudential or one of its subsidiaries

. Registered representatives and employees of brokers who have entered
into a selected dealer agreement with the Distributor provided that
purchases at NAV are permitted by such person's employer

. Real estate brokers, agents and employees of real estate brokerage
companies affiliated with the Prudential Real Estate Affiliates who
maintain an account at Prudential Securities, Prusec or with the
Transfer Agent

. Investors who have a business relationship with a financial adviser who
joined Prudential Securities from another investment firm, provided that
(1) the purchase is made within 180 days of the commencement of the
financial adviser's employment at Prudential Securities, or within one
year in the case of Benefit Plans, (2) the purchase is made with
proceeds of a redemption of shares of any open-end non-money market fund
sponsored by the financial adviser's previous employer (other than a
fund which imposes a distribution or service fee of .25 of 1% or less)
and (3) the financial adviser served as the client's broker on the
previous purchase

. Investors in Individual Retirement Accounts, provided the purchase is
made in a directed rollover to such Individual Retirement Account or
with the proceeds of a tax-free rollover of assets from a Benefit Plan
for which Prudential provides administrative or recordkeeping services
and further provided that such purchase is made within 60 days of
receipt of the Benefit Plan distribution

. Orders placed by broker-dealers, investment advisers or financial
planners who have entered into an agreement with the Distributor, who
place trades for their own accounts or the accounts of their clients and
who charge a management, consulting or other fee for their services (for
example, mutual fund "wrap" or asset allocation programs)

. Orders placed by clients of broker-dealers, investment advisers or
financial planners who place trades for customer accounts if the
accounts are linked to the master account of such broker-dealer,
investment adviser or financial planner and the broker-dealer,
investment adviser or financial planner charges the clients a separate
fee for its services (for example, mutual fund "supermarket" programs).

For an investor to obtain any reduction or waiver of the initial sales
charges, at the time of the sale either the Transfer Agent must be notified
directly by the investor or the Distributor must be notified by the broker
facilitating the transaction that the sale qualifies for the reduced or waived
sales charge. The reduction or waiver will be granted subject to confirmation
of your entitlement. No initial sales charges are imposed upon Class A shares
acquired upon the reinvestment of dividends and distributions.

Combined Purchase and Cumulative Purchase Privilege. If an investor or
eligible group of related investors purchases Class A shares of the Fund
concurrently with Class A shares of other series of the Company, the purchases
may be combined to take advantage of the reduced sales charges applicable to
larger purchases. See "How to Buy, Sell and Exchange Shares of the Fund--
Reducing or Waiving Class A's Initial Sales Charge" in the Prospectus of the
Fund.

B-26
<PAGE>

An eligible group of related Fund investors includes any combination of the
following:

. An individual

. The individual's spouse, their children and their parents

. The individual's and spouse's Individual Retirement Account (IRA)

. Any company controlled by the individual (a person, entity or group that
holds 25% or more of the outstanding voting securities of a company will
be deemed to control the company, and a partnership will be deemed to be
controlled by each of its general partners)

. A trust created by the individual, the beneficiaries of which are the
individual, his or her spouse, parents or children

. A Uniform Gifts to Minors Act/Uniform Transfers to Minors Act account
created by the individual or the individual's spouse

. One or more employee benefit plans of a company controlled by an
individual.

Also, an eligible group of related Fund investors may include an employer
(or group of related employers) and one or more qualified retirement plans of
such employer or employers (an employer controlling, controlled by or under
common control with another employer is deemed related to that employer).

The Transfer Agent, the Distributor or your broker must be notified at the
time of purchase that the investor is entitled to a reduced sales charge. The
reduced sales charge will be granted subject to confirmation of the investor's
holdings. The Combined Purchase and Cumulative Purchase Privilege does not
apply to individual participants in any retirement or group plans.

Letters of Intent. Reduced sales charges also are available to investors
(or an eligible group of related investors) who enter into a written Letter of
Intent providing for the purchase, within a thirteen-month period, of shares
of the Fund (Investment Letter of Intent). Retirement and group plans do not
qualify to purchase Class A shares at NAV by entering into a Letter of Intent.

For purposes of the Investment Letter of Intent, all shares of the Fund and
shares of other series of Strategic Partners Series which were previously
purchased and are still owned are also included in determining the applicable
reduction. However, the value of shares held directly with the Transfer Agent
and through your broker will not be aggregated to determine the reduced sales
charge.

An Investment Letter of Intent permits a purchaser to establish a total
investment goal to be achieved by any number of investments over a thirteen-
month period. Each investment made during the period will receive the reduced
sales charge applicable to the amount represented by the goal, as if it were a
single investment. Escrowed Class A shares totaling 5% of the dollar amount of
the Letter of Intent will be held by the Transfer Agent in the name of the
investor. The effective date of an Investment Letter of Intent may be back-
dated up to 90 days, in order that any investments made during this 90-day
period, valued at the purchaser's cost, can be applied to the fulfillment of
the Letter of Intent goal.

The Investment Letter of Intent does not obligate the investor to purchase,
nor the Fund to sell, the indicated amount. In the event the Letter of Intent
goal is not satisfied within the thirteen-month period, the investor is
required to pay the difference between the sales charge otherwise applicable
to the purchases made during this period and sales charge actually paid. Such
payment may be made directly to the Distributor or, if not paid, the
Distributor will liquidate sufficient escrowed shares to obtain such
difference. If the goal is exceeded in an amount which qualifies for a lower
sales charge, a price adjustment is made by refunding to the investor the
amount of excess sales charge, if any, paid during the thirteen-month period.
Investors electing to purchase Class A shares of the Fund pursuant to a Letter
of Intent should carefully read such Letter of Intent.

The Distributor must be notified at the time of purchase that the investor
is entitled to a reduced sales charge. The reduced sales charge will be
granted subject to confirmation of the investor's holdings. Letters of Intent
are not available to individual participants in any retirement or group plans.

Class B Shares

The offering price of Class B shares for investors choosing one of the
deferred sales charge alternatives is the NAV next determined following
receipt of an order in proper form by the Transfer Agent, your broker or the
Distributor. Although there is no sales charge imposed at the time of
purchase, redemptions of Class B shares may be subject to a CDSC. See "Sale of
Shares--Contingent Deferred Sales Charge" below.

B-27
<PAGE>

The Distributor will pay, from its own resources, sales commissions of up to
4% of the purchase price of Class B shares to brokers, financial advisers and
other persons who sell Class B shares at the time of sale. This facilitates
the ability of the Fund to sell the Class B shares without an initial sales
charge being deducted at the time of purchase. The Distributor anticipates
that it will recoup its advancement of sales commissions from the combination
of the CDSC and the distribution fee.

Class C Shares

The offering price of Class C shares is the next determined NAV plus a 1%
sales charge. In connection with the sale of Class C shares, the Distributor
will pay, from its own resources, brokers, financial advisers and other
persons which distribute Class C shares a sales commission of up to 2% of the
purchase price at the time of the sale.

Waiver of Initial Sales Charge--Class C Shares

Benefit Plans. Class C shares may be purchased at NAV, without payment of
an initial sales charge, by Benefit Plans (as defined above).

Investment of Redemption Proceeds from Other Investment Companies.
Investors may purchase Class C shares at NAV, without the initial sales
charge, with the proceeds from the redemption of shares of any unaffiliated
registered investment company. Such purchases must be made within 60 days of
the redemption. This waiver is not available to investors who purchase shares
directly from the Transfer Agent. You must notify the Transfer Agent directly
or through your broker if you are entitled to this waiver and provide the
Transfer Agent with such supporting documents as it may deem appropriate.

Class Z Shares

Class Z shares of the Fund currently are available for purchase by the
following categories of investors:

. Pension, profit-sharing or other employee benefit plans qualified under
Section 401 of the Internal Revenue Code, deferred compensation and
annuity plans under Sections 457 and 403(b)(7) of the Internal Revenue
Code and non-qualified plans for which the Fund is an available option
(collectively, Benefit Plans), provided such Benefit Plans (in
combination with other plans sponsored by the same employer or group of
related employers) have at least $50 million in defined contribution
assets

. Participants in any fee-based program or trust program sponsored by an
affiliate of the Distributor which includes mutual funds as investment
options and for which the Fund is an available option

. Current and former Trustees of the Company

. The Manager or a Subadviser or any of their affiliates with an
investment of $10 million or more.

After a Benefit Plan qualifies to purchase Class Z shares, all subsequent
purchases will be for Class Z shares.

In connection with the sale of Class Z shares, the Manager, the Distributor
or one of their affiliates may pay brokers, financial advisers and other
persons which distribute shares a finder's fee, from its own resources, based
on a percentage of the net asset value of shares sold by such persons.

Rights of Accumulation

Reduced sales charges also are available through rights of accumulation,
under which an investor or an eligible group of related investors, as
described above under "Combined Purchase and Cumulative Purchase Privilege,"
may aggregate the value of their existing holdings of shares of the Fund and
shares of other Funds within the Company (excluding money market fund shares,
other than those acquired pursuant to the exchange privilege) to determine the
reduced sales charge. Rights of accumulation may be applied across the classes
of shares of funds within the Company. The value of shares held directly with
the Transfer Agent and through your broker will not be aggregated to determine
the reduced sales charge. The value of existing holdings for purposes of
determining the reduced sales charge is calculated using the maximum offering
price (NAV plus maximum sales charge) as of the previous business day.

The Distributor or the Transfer Agent must be notified at the time of
purchase that the investor is entitled to a reduced sales charge. The reduced
sales charge will be granted subject to confirmation of the investor's
holdings. Rights of accumulation are not available to individual participants
in any retirement or group plans.

B-28
<PAGE>

Sale of Shares

You can redeem your shares at any time for cash at the NAV next determined
after the redemption request is received in proper form (in accordance with
procedures established by the Transfer Agent in connection with investors'
accounts) by the Transfer Agent, the Distributor or your broker. In certain
cases, however, redemption proceeds will be reduced by the amount of any
applicable CDSC, as described below. See "Contingent Deferred Sales Charge"
below. If you are redeeming your shares through a broker, your broker must
receive your sell order before the Fund computes its NAV for that day (that
is, 4:15 P.M., New York time) in order to receive that day's NAV. Your broker
will be responsible for furnishing all necessary documentation to the
Distributor and may charge you for its services in connection with redeeming
shares of the Fund.

If you hold shares in non-certificate form, a written request for redemption
signed by you exactly as the account is registered is required. If you hold
certificates, the certificates, signed in the name(s) shown on the face of the
certificates, must be received by the Transfer Agent, the Distributor or your
broker in order for the redemption request to be processed. If redemption is
requested by a corporation, partnership, trust or fiduciary, written evidence
of authority acceptable to the Transfer Agent must be submitted before such
request will be accepted. All correspondence and documents concerning
redemptions should be sent to the Fund in care of its Transfer Agent,
Prudential Mutual Fund Services LLC, Attention: Redemption Services, P.O. Box
8149, Philadelphia, Pennsylvania 19101, the Distributor or to your broker.

Signature Guarantee. If the proceeds of the redemption (1) exceed $100,000,
(2) are to be paid to a person other than the record owner, (3) are to be sent
to an address other than the address on the Transfer Agent's records, or (4)
are to be paid to a corporation, partnership, trust or fiduciary, and your
shares are held directly with the Transfer Agent, the signature(s) on the
redemption request and on the certificates, if any, or stock power must be
guaranteed by an "eligible guarantor institution." An "eligible guarantor
institution" includes any bank, broker, dealer or credit union. The Transfer
Agent reserves the right to request additional information from, and make
reasonable inquiries of, any eligible guarantor institution.

Payment for shares presented for redemption will be made by check within
seven days after receipt by the Transfer Agent, the Distributor or your broker
of the certificate and/or written request, except as indicated below. If you
hold shares through a broker, payment for shares presented for redemption will
be credited to your account at your broker, unless you indicate otherwise.
Such payment may be postponed or the right of redemption suspended at times
(1) when the New York Stock Exchange is closed for other than customary
weekends and holidays, (2) when trading on such Exchange is restricted, (3)
when an emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or
(4) during any other period when the Commission, by order, so permits;
provided that applicable rules and regulations of the Commission shall govern
as to whether the conditions prescribed in (2), (3) or (4) exist.

Redemption in Kind. If the Trustees determine that it would be detrimental
to the best interests of the remaining shareholders of the Fund to make
payment wholly or partly in cash, the Fund may pay the redemption price in
whole or in part by a distribution in kind of securities from the investment
portfolio of the Fund, in lieu of cash, in conformity with applicable rules of
the Commission. Securities will be readily marketable and will be valued in
the same manner as in a regular redemption. If your shares are redeemed in
kind, you would incur transaction costs in converting the assets into cash.
The Fund, however, has elected to be governed by Rule 18f-1 under the
Investment Company Act, under which the Fund is obligated to redeem shares
solely in cash up to the lesser of $250,000 or 1% of the NAV of the Fund
during any 90-day period for any one shareholder.

Involuntary Redemption. In order to reduce expenses of the Fund, the
Trustees may redeem all of the shares of any shareholder, other than a
shareholder which is an IRA or other tax-deferred retirement plan, whose
account has a net asset value of less than $500 due to a redemption. The Fund
will give such shareholders 60 days' prior written notice in which to purchase
sufficient additional shares to avoid such redemption. No CDSC will be imposed
on any such involuntary redemption.

90-day Repurchase Privilege. If you redeem your shares and have not
previously exercised the repurchase privilege, you may reinvest any portion or
all of the proceeds of such redemption in shares of the Fund at the NAV next
determined after the order is received, which must be within 90 days after the
date of the redemption. Any CDSC paid in connection with such redemption will
be credited (in shares) to your account. (If less than a full repurchase is
made, the credit will be on a pro rata basis.) You must notify the Transfer
Agent, either directly or through the Distributor or your broker, at the time
the repurchase privilege is exercised to adjust your account for the CDSC you
previously paid. Thereafter, any redemptions will be subject to the CDSC
applicable at the time of the redemption. See "Contingent Deferred Sales
Charge" below. Exercise of the repurchase privilege will generally not affect
federal tax treatment of any gain realized upon redemption. However, if the
redemption was made within a 30 day period of the repurchase and if the
redemption resulted in a loss, some or all of the loss, depending on the
amount reinvested, may not be allowed for federal income tax purposes.

B-29
<PAGE>

Contingent Deferred Sales Charge

Redemptions of Class B shares will be subject to a contingent deferred sales
charge or CDSC declining from 5% to zero over a six-year period. Class C
shares redeemed within 18 months of purchase will be subject to a 1% CDSC. The
CDSC will be deducted from the redemption proceeds and reduce the amount paid
to you. The CDSC will be imposed on any redemption by you which reduces the
current value of your Class B or Class C shares to an amount which is lower
than the amount of all payments by you for shares during the preceding six
years, in the case of Class B shares, and 18 months, in the case of Class C
shares. A CDSC will be applied on the lesser of the original purchase price or
the current value of the shares being redeemed. Increases in the value of your
shares or shares acquired through reinvestment of dividends or distributions
are not subject to a CDSC. The amount of any CDSC will be paid to and retained
by the Distributor.

The amount of the CDSC, if any, will vary depending on the number of years
from the time of payment for the purchase of shares until the time of
redemption of such shares. Solely for purposes of determining the number of
years from the time of any payment for the purchase of shares, all payments
during a month will be aggregated and deemed to have been made on the last day
of the month. The CDSC will be calculated from the first day of the month
after the initial purchase, excluding the time shares were held in a money
market fund.

The following table sets forth the rates of the CDSC applicable to
redemption of Class B shares:

<TABLE>
<CAPTION>
Contingent Deferred Sales
Charge as a Percentage
Year Since Purchase of Dollars Invested or
Payment Made Redemption Proceeds
------------------- -------------------------
<S> <C>
First........................................ 5.0%
Second....................................... 4.0%
Third........................................ 3.0%
Fourth....................................... 2.0%
Fifth........................................ 1.0%
Sixth........................................ 1.0%
Seventh...................................... None
</TABLE>

In determining whether a CDSC is applicable to a redemption, the calculation
will be made in a manner that results in the lowest possible rate. It will be
assumed that the redemption is made first of amounts representing shares
acquired pursuant to the reinvestment of dividends and distributions; then of
amounts representing the increase in NAV above the total amount of payments
for the purchase of Class B shares made during the preceding six years and 18
months for Class C shares; then of amounts representing the cost of shares
held beyond the applicable CDSC period; and finally, of amounts representing
the cost of shares held for the longest period of time within the applicable
CDSC period.

For example, assume you purchased 100 Class B shares at $10 per share for a
cost of $1,000. Subsequently, you acquired 5 additional Class B shares through
dividend reinvestment. During the second year after the purchase you decide to
redeem $500 of your investment. Assuming at the time of the redemption the NAV
had appreciated to $12 per share, the value of your Class B shares would be
$1,260 (105 shares at $12 per share). The CDSC would not be applied to the
value of the reinvested dividend shares and the amount which represents
appreciation ($260). Therefore, $240 of the $500 redemption proceeds ($500
minus $260) would be charged at a rate of 4% (the applicable rate in the
second year after purchase) for a total CDSC of $9.60.

For federal income tax purposes, the amount of the CDSC will reduce the
gain, or increase the loss, as the case may be, on the amount recognized on
the redemption of shares.

Waiver of Contingent Deferred Sales Charge--Class B Shares. The CDSC will
be waived in the case of a redemption following the death or disability of a
shareholder or, in the case of a trust account, following the death or
disability of the grantor. The waiver is available for total or partial
redemptions of shares owned by a person, either individually or in joint
tenancy, at the time of death or initial determination of disability, provided
that the shares were purchased prior to death or disability.

The CDSC will also be waived in the case of a total or partial redemption in
connection with certain distributions made without penalty under the Code from
a tax-deferred retirement plan, an IRA or Section 403(b) custodial account.
These distributions are:

(1) in the case of a tax-deferred retirement plan, a lump-sum or other
distribution after retirement;

(2) in the case of an IRA (including a Roth IRA), a lump-sum or other
distribution after attaining age 59 1/2 or a periodic distribution based on
life expectancy;

B-30
<PAGE>

(3) in the case of a Section 403(b) custodial account, a lump sum or other
distribution after attaining age 59 1/2; and

(4) a tax-free return of an excess contribution or plan distributions
following the death or disability of the shareholder, provided that the shares
were purchased prior to death or disability.

The waiver does not apply in the case of a tax-free rollover or transfer of
assets, other than one following a separation from service (that is, following
voluntary or involuntary termination of employment or following retirement).
Under no circumstances will the CDSC be waived on redemptions resulting from
the termination of a tax-deferred retirement plan, unless such redemptions
otherwise qualify for a waiver as described above. Shares purchased with
amounts used to repay a loan from such plans on which a CDSC was not
previously deducted will thereafter be subject to a CDSC without regard to the
time such amounts were previously invested. In the case of a 401(k) plan, the
CDSC will also be waived upon the redemption of shares purchased with amounts
used to repay loans made from the account to the participant and from which a
CDSC was previously deducted.

Systematic Withdrawal Plan. The CDSC will be waived (or reduced) on certain
redemptions from a Systematic Withdrawal Plan. On an annual basis, up to 12%
of the total dollar amount subject to the CDSC may be redeemed without charge.
The Transfer Agent will calculate the total amount available for this waiver
annually on the anniversary date of your purchase. The CDSC will be waived (or
reduced) on redemptions until this threshold 12% is reached.

In addition, the CDSC will be waived on redemptions of shares held by
Trustees of the Company.

You must notify the Fund's Transfer Agent either directly or through your
broker at the time of redemption, that you are entitled to waiver of the CDSC
and provide the Transfer Agent with such supporting documentation as it may
deem appropriate. The waiver will be granted subject to confirmation of your
entitlement. In connection with these waivers, the Transfer Agent will require
you to submit the supporting documentation set forth below.

Category of Waiver Required Documentation

Death A copy of the shareholder's death
certificate or, in the case of a
trust, a copy of the grantor's death
certificate, plus a copy of the trust
agreement identifying the grantor.

Disability--An individual will be A copy of the Social Security
considered disabled if he or she Administration award letter or a
is unable to engage in any letter from a physician on the
substantial gainful activity by physician's letterhead stating that
reason of any medically the shareholder (or, in the case of a
determinable physical or mental trust, the grantor) is permanently
impairment which can be expected disabled. The letter must also
to result in death or to be of indicate the date of disability.
long-continued and indefinite
duration.

Distribution from an IRA or 403(b) A copy of the distribution form from
Custodial Account the custodial firm indicating (i) the
date of birth of the shareholder and
(ii) that the shareholder is over age
59 and is taking a normal
distribution--signed by the
shareholder.

Distribution from Retirement Plan A letter signed by the plan
administrator/trustee indicating the
reason for the distribution.

Excess Contributions A letter from the shareholder (for an
IRA) or the plan administrator/trustee
on company letterhead indicating the
amount of the excess and whether or
not taxes have been paid.

The Transfer Agent reserves the right to request such additional documents
as it may deem appropriate.

Waiver of Contingent Deferred Sales Charge--Class C Shares

The CDSC will be waived on redemptions from Benefit Plans holding shares
through a broker for which the broker provides administrative or recordkeeping
services.

Conversion Feature--Class B Shares

Class B shares will automatically convert to Class A shares on a quarterly
basis approximately seven years after purchase. Conversions will be effected
at relative net asset value without the imposition of any additional sales
charge.

B-31
<PAGE>

Since the Fund tracks amounts paid rather than the number of shares bought
on each purchase of Class B shares, the number of Class B shares eligible to
convert to Class A shares (excluding shares acquired through the automatic
reinvestment of dividends and other distributions) (the Eligible Shares) will
be determined on each conversion date in accordance with the following
formula: (1) the ratio of (a) the amounts paid for Class B shares purchased at
least seven years prior to the conversion date to (b) the total amount paid
for all Class B shares purchased and then held in your account (2) multiplied
by the total number of Class B shares purchased and then held in your account.
Each time any Eligible Shares in your account convert to Class A shares, all
shares or amounts representing Class B shares then in your account that were
acquired through the automatic reinvestment of dividends and other
distributions will convert to Class A shares.

For purposes of determining the number of Eligible Shares, if the Class B
shares in your account on any conversion date are the result of multiple
purchases at different net asset values per share, the number of Eligible
Shares calculated as described above will generally be either more or less
than the number of shares actually purchased approximately seven years before
such conversion date. For example, if 100 shares were initially purchased at
$10 per share (for a total of $1,000) and a second purchase of 100 shares was
subsequently made at $11 per share (for a total of $1,100), 95.24 shares would
convert approximately seven years from the initial purchase (that is, $1,000
divided by $2,100 (47.62%), multiplied by 200 shares equals 95.24 shares). The
Manager reserves the right to modify the formula for determining the number of
Eligible Shares in the future as it deems appropriate on notice to
shareholders.

Since annual distribution-related fees are lower for Class A shares than
Class B shares, the per share NAV of the Class A shares may be higher than
that of the Class B shares at the time of conversion. Thus, although the
aggregate dollar value will be the same, you may receive fewer Class A shares
than Class B shares converted.

For purposes of calculating the applicable holding period for conversions,
all payments for Class B shares during a month will be deemed to have been
made on the last day of the month, or for Class B shares acquired through
exchange, or a series of exchanges, on the last day of the month in which the
original payment for purchases of such Class B shares was made. For Class B
shares previously exchanged for shares of a money market fund, the time period
during which such assets were held in the money market fund will be excluded.
For example, Class B shares acquired through an exchange of assets held in a
money market fund for one year would not convert to Class A shares until
approximately eight years from purchase. For purposes of measuring the time
period during which shares are held in a money market fund, exchanges will be
deemed to have been made on the last day of the month. Class B shares acquired
through exchange will convert to Class A shares after expiration of the
conversion period applicable to the original purchase of such shares.

The conversion feature may be subject to the continuing availability of
opinions of counsel or rulings of the Internal Revenue Service (1) that the
dividends and other distributions paid on Class A, Class B, Class C and Class
Z shares will not constitute "preferential dividends" under the Internal
Revenue Code and (2) that the conversion of shares does not constitute a
taxable event. The conversion of Class B shares into Class A shares may be
suspended if such opinions or rulings are no longer available. If conversions
are suspended, Class B shares of the Fund will continue to be subject,
possibly indefinitely, to their higher annual distribution and service fee.

SHAREHOLDER INVESTMENT ACCOUNT

Upon the initial purchase of Fund shares, a Shareholder Investment Account
is established for each investor under which the shares are held for the
investor by the Transfer Agent. If a share certificate is desired, it must be
requested in writing for each transaction. Certificates are issued only for
full shares and may be redeposited in the Account at any time. There is no
charge to the investor for issuance of a certificate. The Fund makes available
to its shareholders the following privileges and plans.

Automatic Reinvestment of Dividends and Distributions

For the convenience of investors, all dividends and distributions are
automatically reinvested in full and fractional shares of the Fund. An
investor may direct the Transfer Agent in writing not less than five full
business days prior to the record date to have subsequent dividends or
distributions sent in cash rather than reinvested. In the case of recently
purchased shares for which registration instructions have not been received on
the record date, cash payment will be made directly to the broker. Any
shareholder who receives a cash payment representing a dividend or
distribution may reinvest such dividend or distribution at NAV by returning
the check or the proceeds to the Transfer Agent within 30 days after the
payment date. Such investment will be made at the NAV per share next
determined after receipt of the check or proceeds by the Transfer Agent. Such
shareholder will receive credit for any CDSC paid in connection with the
amount of proceeds being reinvested.

B-32
<PAGE>

Dollar Cost Averaging

Dollar cost averaging is a method of accumulating shares by investing a
fixed amount of dollars in shares at set intervals. An investor buys more
shares when the price is low and fewer shares when the price is high. The
average cost per share is lower than it would be if a constant number of
shares were bought at set intervals.

Dollar cost averaging may be used, for example, to plan for retirement, to
save for a major expenditure, such as the purchase of a home, or to finance a
college education. The cost of a year's education at a four-year college today
averages around $22,500 at a private college and around $10,600 at a public
university. Assuming these costs increase at a rate of 7% a year, the cost of
one year at a private college could reach approximately $44,300 and over
$21,000 at a public university in 10 years./1/

The following chart shows how much you would need in monthly investments to
achieve specified lump sums to finance your investment goals./2/

<TABLE>
<CAPTION>
Period of
Monthly Investments: $100,000 $150,000 $200,000 $250,000
-------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
25 Years............................. $ 105 $ 158 $ 210 $ 263
20 Years............................. 170 255 340 424
15 Years............................. 289 438 578 722
10 Years............................. 547 820 1,093 1,366
5 Years.............................. 1,361 2,041 2,721 3,402
</TABLE>

See "Automatic Investment Plan"
---------
/1/ Source information concerning the costs of education at public and
private universities is available from The College Board Annual Survey of
Colleges. Average costs for private institutions include tuition, fees, room
and board for the 1998-1999 academic year.
/2/ The chart assumes an effective rate of return of 8% (assuming monthly
compounding). This example is for illustrative purposes only and is not
intended to reflect the performance of an investment in shares of the Fund.
The investment return and principal value of an investment will fluctuate so
that an investor's shares when redeemed may be worth more or less than their
original cost.

Automatic Investment Plan (AIP)

Under AIP, an investor may arrange to have a fixed amount automatically
invested in shares of the Fund monthly by authorizing his or her bank account
or brokerage account to be debited to invest specified dollar amounts in
shares of the Fund. The investor's bank must be a member of the Automatic
Clearing House System. Share certificates are not issued to AIP participants.

Further information about this program and an application form can be
obtained from the Transfer Agent, the Distributor or your broker.

Systematic Withdrawal Plan

A systematic withdrawal plan is available to shareholders through the
Transfer Agent, the Distributor or your broker. Such withdrawal plan provides
for monthly or quarterly checks in any amount, except as provided below, up to
the value of the shares in the shareholder's account. Withdrawals of Class B
or Class C shares may be subject to a CDSC.

In the case of shares held through the Transfer Agent (1) a $10,000 minimum
account value applies, (2) withdrawals may not be for less than $100 and (3)
the shareholder must elect to have all dividends and/or distributions
automatically reinvested in additional full and fractional shares at NAV on
shares held under this plan.

The Transfer Agent, the Distributor or your broker acts as an agent for the
shareholder in redeeming sufficient full and fractional shares to provide the
amount of the periodic withdrawal payment. The systematic withdrawal plan may
be terminated at any time, and the Distributor reserves the right to initiate
a fee of up to $5 per withdrawal, upon 30 days' written notice to the
shareholder.

Withdrawal payments should not be considered as dividends, yield or income.
If periodic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted.

B-33
<PAGE>

Furthermore, each withdrawal constitutes a redemption of shares, and any
gain or loss realized must be recognized for federal income tax purposes. In
addition, withdrawals made concurrently with purchases of additional shares
are inadvisable because of the sales charges applicable to (1) the purchase of
Class A and Class C shares and (2) the redemption of Class B and Class C
shares. Each shareholder should consult his or her own tax adviser with regard
to the tax consequences of the plan, particularly if used in connection with a
retirement plan.

Tax-Deferred Retirement Accounts

Individual Retirement Accounts. An individual retirement account (IRA)
permits the deferral of federal income tax on income earned in the account
until the earnings are withdrawn. The following chart represents a comparison
of the earnings in a personal savings account with those in an IRA, assuming a
$2,000 annual contribution, an 8% rate of return and a 39.6% federal income
tax bracket and shows how much more retirement income can accumulate within an
IRA as opposed to a taxable individual savings account.

Tax-Deferred Compounding/1/

<TABLE>
<CAPTION>
Contributions Personal
Made Over: Savings IRA
------------- -------- -------
<S> <C> <C>
10 years.............................................. $26,165 $31,291
15 years.............................................. 44,675 58,649
20 years.............................................. 68,109 98,846
25 years.............................................. 97,780 157,909
30 years.............................................. 135,346 244,692
</TABLE>
---------
/1/The chart is for illustrative purposes only and does not represent the
performance of the Fund or any specific investment. It shows taxable versus
tax-deferred compounding for the periods and on the terms indicated. Earnings
in a traditional IRA account will be subject to tax when withdrawn from the
account. Distributions from a Roth IRA that meet the conditions required under
the Code will not be subject to tax upon withdrawal from the account.

NET ASSET VALUE

The Fund's net asset value per share or NAV is determined by subtracting its
liabilities from the value of its assets and dividing the remainder by the
number of outstanding shares. NAV is calculated separately for each class. The
Fund will compute its NAV at 4:15 P.M., New York time, on each day the New
York Stock Exchange is open for trading except on days on which no orders to
purchase, sell or redeem Fund shares have been received or days on which
changes in the value of the Fund's portfolio securities do not affect NAV. In
the event the New York Stock Exchange closes early on any business day, the
NAV of the Fund's shares shall be determined at a time between such closing
and 4:15 P.M., New York time. The New York Stock Exchange is closed on the
following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.

Under the Investment Company Act, the Board of Trustees is responsible for
determining in good faith the fair value of securities of the Fund. In
accordance with procedures adopted by the Board of Trustees, the value of
investments listed on a securities exchange and Nasdaq National Market System
securities (other than options on stock and stock indexes) are valued at the
last sales price on such exchange system on the day of valuation, or, if there
was no sale on such day, the mean between the last bid and asked prices on
such day or at the last bid price on such day in the absence of an asked
price. Corporate bonds (other than convertible debt securities) and U.S.
government securities that are actively traded in the over-the-counter market,
including listed securities for which the primary market is believed by the
Manager, in consultation with a Subadviser, to be over-the-counter, are valued
on the basis of valuations provided by an independent pricing agent or more
than one principal market maker which uses information with respect to
transactions in bonds, quotations from bond dealers, agency ratings, market
transactions in comparable securities and various relationships between
securities in determining value. Convertible debt securities that are actively
traded in the over-the-counter market, including listed securities for which
the primary market is believed by the Manager in consultation with the
Subadvisers to be over-the-counter, are valued at the mean between the last
reported bid and asked prices (or at the last bid price in the absence of an
asked price) provided by more than one principal market makers (if available,
otherwise a primary market dealer). Options on stock and stock indexes traded
on an exchange are valued at the last sale price on such

B-34
<PAGE>

exchange or, if there was no such sale on such day, at the mean between the
most recently quoted bid and asked prices on the respective exchange or at the
last bid price on such day in the absence of an asked price and futures
contracts and options thereon are valued at their last sale prices as of the
close of trading on the applicable commodities exchange or board of trade or,
if there was no sale on the applicable commodities exchange or board of trade
on such day, at the mean between the most recently quoted bid and asked prices
on such exchange or board of trade or at the last bid price on such day in the
absence of an asked price. Quotations of foreign securities in a foreign
currency are converted to U.S. dollar equivalents at the current rate obtained
from a recognized bank, dealer or independent service on the day of valuation
and foreign currency forward contracts are valued at the current cost of
covering or offsetting such contracts. Should an extraordinary event, which is
likely to affect the value of the security, occur after the close of an
exchange on which a portfolio security is traded, such security will be valued
at fair value considering factors determined in good faith by an investment
adviser under procedures established by and under the general supervision of
the Company's Board of Trustees.

Securities or other assets for which reliable market quotations are not
readily available or for which the pricing agent or principal market maker
does not provide a valuation or methodology or provides a valuation or
methodology that, in the judgment of the Manager or applicable Subadviser (or
Valuation Committee or Board of Trustees), does not represent fair value, are
valued by the Valuation Committee or Board of Trustees in consultation with
the Manager and applicable Subadviser, including its portfolio managers,
traders and research and credit analysts on the basis of the following
factors: nature of any restrictions on disposition of the securities,
assessment of the general liquidity/illiquidity of the securities, the
issuer's financial condition and the market in which it does business, cost of
the security, the size of the holding and the capitalization of the issuer,
any markets or industries in which it operates, consistency with valuation of
similar securities held by other Prudential funds, transactions in comparable
securities, relationships among various securities and such other factors as
may be determined by the Manager, Subadviser, Board of Trustees or Valuation
Committee to materially affect the value of the security. Short-term
investments are valued at cost, with interest accrued or discount amortized to
the date of maturity, if their original maturity was 60 days or less, unless
this is determined by the Board of Trustees not to represent fair value.
Short-term securities with remaining maturities of more than 60 days, for
which market quotations are readily available, are valued at their current
market quotations as supplied by an independent pricing agent or principal
market maker.

Although the legal rights of each class of shares are substantially
identical, the different expenses borne by each class will result in different
NAVs and dividends. The NAV of Class B and Class C shares will generally be
lower than the NAV of Class A shares as a result of the larger distribution-
related fee to which Class B and Class C shares are subject. The NAV of Class
Z shares will generally be higher than the NAV of Class A, Class B or Class C
shares because Class Z shares are not subject to any distribution or service
fee. It is expected, however, that the NAV of the four classes will tend to
converge immediately after the recording of dividends, if any, which will
differ by approximately the amount of the distribution and/or service fee
expense accrual differential among the classes.

TAXES, DIVIDENDS AND DISTRIBUTIONS

The Fund intends to elect to qualify and intends to remain qualified as a
regulated investment company under Subchapter M of the Code. This relieves the
Fund (but not its shareholders) from paying federal income tax on income and
capital gains which are distributed to shareholders, and permits net capital
gains of the Fund (that is, the excess of net long-term capital gains over net
short-term capital losses) to be treated as long-term capital gains of the
shareholders, regardless of how long shareholders have held their shares in
the Fund. Net capital gains of the Fund which are available for distribution
to shareholders will be computed by taking into account any capital loss
carryforward of the Fund.

Qualification of the Fund as a regulated investment company requires, among
other things, that (a) the Fund derive at least 90% of its annual gross income
(without reduction for losses from the sale or other disposition of securities
or foreign currencies) from interest, dividends, payments with respect to
securities loans and gains from the sale or other disposition of securities or
options thereon or foreign currencies, or other income (including but not
limited to gains from options, futures or forward contracts) derived with
respect to its business of investing in such securities or currencies; (b) the
Fund diversify its holdings so that, at the end of each quarter of the taxable
year, (1) at least 50% of the value of the Fund's assets is represented by
cash, U.S. government securities and other securities limited in respect of
any one issuer to an amount not greater than 5% of the value of the Fund's
assets and 10% of the outstanding voting securities of such issuer, and (2)
not more than 25% of the value of its assets is invested in the securities of
any one issuer (other than U.S. government securities); and (c) the Fund
distribute to its shareholders at least 90% of its net investment income and
net short-term gains (that is, the excess of net short-term capital gains over
net long-term capital losses) in each year.

B-35
<PAGE>

Gains or losses on sales of securities by the Fund will be treated as long-
term capital gains or losses if the securities have been held by it for more
than one year, except in certain cases where the Fund acquires a put or writes
a call thereon or otherwise holds an offsetting position with respect to the
securities. Other gains or losses on the sale of securities will be short-term
capital gains or losses. Gains and losses on the sale, lapse or other
termination of options on securities will be treated as gains and losses from
the sale of securities. If an option written by the Fund on securities lapses
or is terminated through a closing transaction, such as a repurchase by the
Fund of the option from its holder, the Fund will generally realize short-term
capital gain or loss. If securities are sold by the Fund pursuant to the
exercise of a call option written by it, the Fund will include the premium
received in the sale proceeds of the securities delivered in determining the
amount of gain or loss on the sale. Certain of the Fund's transactions may be
subject to wash sale, short sale, constructive sale, anti-conversion and
straddle provisions of the Code which may, among other things, require the
Fund to defer recognition of losses. In addition, debt securities acquired by
the Fund may be subject to original issue discount and market discount rules
which, respectively, may cause the Fund to accrue income in advance of the
receipt of cash with respect to interest or cause gains to be treated as
ordinary income.

Special rules apply to most options on stock indexes, futures contracts and
options thereon. These investments will generally constitute Section 1256
contracts and will be required to be "marked to market" for federal income tax
purposes at the end of the Fund's taxable year; that is, treated as having
been sold at market value. Sixty percent of any gain or loss recognized on
these deemed sales and on actual dispositions will be treated as long-term
capital gain or loss, and the remainder will be treated as short-term capital
gain or loss.

Gain or loss on the sale, lapse or other termination of options on stock and
on narrowly-based stock indexes will be capital gain or loss and will be long-
term or short-term depending on the holding period of the option. In addition,
positions which are part of a "straddle" will be subject to certain wash sale,
short sale and constructive sale provisions of the Internal Revenue Code. In
the case of a straddle, the Fund may be required to defer the recognition of
losses on positions it holds to the extent of any unrecognized gain on
offsetting positions held by the Fund.

Gains or losses attributable to fluctuations in exchange rates which occur
between the time the Fund accrues interest or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time
the Fund actually collects such receivables or pays such liabilities are
treated as ordinary income or ordinary loss. Similarly, gains or losses on
dispositions of debt securities denominated in a foreign currency attributable
to fluctuations in the value of the foreign currency between the date of
acquisition of the security and the date of disposition also are treated as
ordinary gain or loss. These gains or losses, referred to under the Code as
"Section 988" gains or losses, increase or decrease the amount of the Fund's
investment company taxable income available to be distributed to its
shareholders as ordinary income, rather than increasing or decreasing the
amount of the Fund's net capital gain. If Section 988 losses exceed other
investment company taxable income during a taxable year, the Fund would not be
able to make any ordinary dividend distributions, or distributions made before
the losses were realized would be recharacterized as a return of capital to
shareholders, rather than as an ordinary dividend, reducing each shareholder's
basis in his or her Fund shares.

Shareholders electing to receive dividends and distributions in the form of
additional shares will have a cost basis for federal income tax purposes in
each share so received equal to the NAV of a share of the Fund on the
reinvestment date.

Any dividends or distributions paid shortly after a purchase by an investor
may have the effect of reducing the per share net asset value of the
investor's shares by the per share amount of the dividends or distributions.
Furthermore, such dividends or distributions, although in effect a return of
capital, are subject to federal income taxes. Therefore, prior to purchasing
shares of the Fund, the investor should carefully consider the impact of
dividends or capital gains distributions which are expected to be or have been
announced.

Any loss realized on a sale, redemption or exchange of shares of the Fund by
a shareholder will be disallowed to the extent the shares are replaced within
a 61-day period beginning 30 days before the disposition of shares. Shares
purchased pursuant to the reinvestment of a dividend will constitute a
replacement of shares.

A shareholder who acquires shares of the Fund and sells or otherwise
disposes of such shares within 90 days of acquisition may not be allowed to
include certain sales charges incurred in acquiring such shares for purposes
of calculating gain or loss realized upon a sale or exchange of shares of the
Fund.

Dividends of net investment income and distributions of net short-term
capital gains paid to a shareholder (including a shareholder acting as a
nominee or fiduciary) who is a nonresident alien individual, a foreign
corporation or a foreign partnership (foreign shareholder) are subject to a
30% (or lower treaty rate) withholding tax upon the gross amount of the
dividends unless

B-36
<PAGE>

the dividends are effectively connected with a U.S. trade or business
conducted by the foreign shareholder. Capital gain distributions paid to a
foreign shareholder are generally not subject to withholding tax. A foreign
shareholder will, however, be required to pay U.S. income tax on any dividends
and capital gain distributions which are effectively connected with a U.S.
trade or business of the foreign shareholder.

Dividends received by corporate shareholders are eligible for a dividends-
received deduction of 70% to the extent the Fund's income is derived from
qualified dividends received by the Fund from domestic corporations. Dividends
attributable to foreign corporations, interest income, capital and currency
gain, gain or loss from Section 1256 contracts (described above), and income
from certain other sources will not constitute qualified dividends. Individual
shareholders are not eligible for the dividends-received deduction.

The per share dividends on Class B and Class C shares will be lower than the
per share dividends on Class A and Class Z shares as a result of the higher
distribution-related fee applicable to the Class B and Class C shares. The per
share distributions of net capital gains, if any, will be paid in the same
amount for Class A, Class B, Class C and Class Z shares. See "Net Asset
Value."

The Fund is required to distribute 98% of its ordinary income in the same
calendar year in which it is earned. The Fund is also required to distribute
during the calendar year 98% of the capital gain net income it earned during
the 12 months ending on October 31 of such calendar year. In addition, the
Fund must distribute during the calendar year all undistributed ordinary
income and undistributed capital gain net income from the prior year or the
twelve-month period ending on October 31 of such prior calendar year,
respectively. To the extent it does not meet these distribution requirements,
the Fund will be subject to a nondeductible 4% excise tax on the undistributed
amount. For purposes of this excise tax, income on which the Fund pays income
tax is treated as distributed.

The Fund may, from time to time, invest in "passive foreign investment
companies" (PFICs). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (a) at least 75% of its gross income is passive
or (b) an average of at least 50% of its assets produce, or are held for the
production of, passive income. If the Fund acquires and holds stock in a PFIC
beyond the end of the year of its acquisition, the Fund will be subject to
federal income tax on a portion of any "excess distribution" received on the
stock or on any gain from disposition of the stock (collectively, PFIC
income), plus interest thereon, even if the Fund distributes the PFIC income
as a taxable dividend to its shareholders. The balance of the PFIC income will
be included in the Fund's investment company taxable income and, accordingly,
will not be taxable to it to the extent that income is distributed to its
shareholders. The Fund may make a "mark-to-market" election with respect to
any marketable stock it holds of a PFIC. If the election is in effect, at the
end of the Fund's taxable year, the Fund will recognize the amount of gains,
if any, as ordinary income with respect to PFIC stock. No loss will be
recognized on PFIC stock, except to the extent of gains recognized in prior
years. Alternatively, the Fund, if it meets certain requirements, may elect to
treat any PFIC in which it invests as a "qualified electing fund," in which
case, in lieu of the foregoing tax and interest obligation, the Fund will be
required to include in income each year its pro rata share of the qualified
electing fund's annual ordinary earnings and net capital gain, even if they
are not distributed to the Fund; those amounts would be subject to the
distribution requirements applicable to the Fund described above.

Income received by the Fund from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Income tax
treaties between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine in advance the effective
rate of foreign tax to which the Fund will be subject, since the amount of the
Fund's assets to be invested in various countries will vary. The Fund does not
expect to meet the requirements of the Internal Revenue Code for "passing-
through" to its shareholders any foreign income taxes paid.

Foreign shareholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the
Fund.

Dividends and distributions may also be subject to state and local taxes.

B-37
<PAGE>

PERFORMANCE INFORMATION

Average Annual Total Return. The Fund may from time to time advertise its
average annual total return. Average annual total return is determined
separately for Class A, Class B, Class C and Class Z shares.

Average annual total return is computed according to the following formula:

P(1 + T)/n/ = ERV

<TABLE>
<S> <C> <C> <C>
Where: P = hypothetical initial payment of $1000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a hypothetical $1000 payment made at the
beginning of the 1, 5 or 10 year periods at the end of the 1, 5 or 10 year
periods (or fractional portion thereof).
</TABLE>

Average annual total return takes into account any applicable initial or
deferred sales charges but does not take into account any federal or state
income taxes that may be payable upon redemption.

Aggregate Total Return. The Fund may also advertise its aggregate total
return. Aggregate total return is determined separately for Class A, Class B,
Class C and Class Z shares.

Aggregate total return represents the cumulative change in the value of an
investment in the Fund and is computed according to the following formula:

ERV--P
----
P

<TABLE>
<S> <C> <C> <C>
Where: P = a hypothetical initial payment of $1000.
ERV = ending redeemable value of a hypothetical $1000 payment made at the
beginning of the 1, 5 or 10 year periods at the end of the 1, 5 or 10 year
periods (or fractional portion thereof).
</TABLE>

Aggregate total return does not take into account any federal or state
income taxes that may be payable upon redemption or any applicable initial or
contingent deferred sales charges.

Yield. The Fund may from time to time advertise its yield as calculated
over a 30-day period. Yield is calculated separately for Class A, Class B,
Class C and Class Z shares. The yield will be computed by dividing the Fund's
net investment income per share earned during this 30-day period by the
maximum offering price per share on the last day of this period. Yield is
calculated according to the following formula:

[(a - b ) ]
YIELD = 2[(----- + 1)6-1 ]
[( cd ) ]

<TABLE>
<S> <C> <C> <C>
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the period that were entitled to receive
dividends.
d = the maximum offering price per share on the last day of the period.
</TABLE>

Yield fluctuates and an annualized yield quotation is not a representation
by the Fund as to what an investment in the Fund will actually yield for any
given period.

Advertising.

PRUDENTIAL'S INVESTMENT MANAGEMENT RESEARCH (IMR)--MAKING A DIFFERENCE IN THE
SELECTION OF PRUDENTIAL-SOLD PRODUCTS

The Basic Need for Due Diligence/What is Investment Management Research?

Identifying attractive investment strategies offered by high-quality
investment management firms, evaluating their performance, and keeping abreast
of relevant developments concerning such firms and strategies is both
difficult and time consuming. It was this

B-38
<PAGE>

realization that spurred the formation of the Investment Management Research
(IMR) group in early 1998. IMR provides investment management research advice
and consulting support to all groups and clients that use money management
products offered by Prudential and its subsidiaries. IMR may represent the
first centralized research department focused on the entire worldwide money
management community within a major U.S.-based financial services firm.

The Team:

IMR has a highly specialized, well-trained staff of eight analysts devoted
full-time to following the global money management community. Members of the
department possess or are currently pursuing advanced degrees such as the
Masters in Business Administration (MBA) and/or advanced certifications such
as the Chartered Financial Analyst (CFA) designation. In addition, members of
the team have significant financial-services industry experience, with diverse
backgrounds, and prior analytical experience. The specialized knowledge and
talent of the IMR team is a valuable resource for Prudential and its clients.

Mission

IMR's mission is:

. To conduct high-quality research and due diligence on investment
management firms and the vehicles and strategies they offer;

. To provide superior insight on issues related to investment management
topics and industry related issues; and

. To distribute such research in an effective manner to agents and
financial advisors so that the clients of the firm may achieve their
long-term financial goals and objectives.

Functions and Products of IMR:

. Analytical Input into Program Decisions

. Ensuring a World Class Menu of Investment Management Strategies

. Research Reports on Mutual Funds and Separate Accounts

. Mutual Fund Selection Guides

. White Papers on Investment Management Industry-Related Issues

Set forth below is a chart which compares the performance of different types
of investments over the long-term and the rate of inflation./1/

[GRAPH]

Performance Comparison of Different Types of Investments
Over The Long Term (12/31/25 - 12/31/99)

Common Stocks 11.4%
Long Term Gov't. Bonds 5.1%
Inflation 3.1%

---------
/1/ Source: Ibbotson Associates. Used with permission. All rights reserved.
Common stock returns are based on the Standard & Poor's 500 Composite Stock
Price Index, a market-weighted, unmanaged index of 500 common stocks in a
variety of industry sectors. It is a commonly used indicator of broad stock
price movements. This chart is for illustrative purposes only and is not
intended to represent the performance of any particular investment or fund.
Investors cannot invest directly in an index. Past performance is not a
guarantee of future results.

B-39
<PAGE>

[GRAPH]

----------------------------------
Annual Sector Returns
----------------------------------
S&P 500 Index 12/31/98 to 12/31/99
----------------------------------

Technology 75%
Capital Goods 27%
Basic Materials 24%
Consumer Cyclicals 21%
Communication Services 17%
Energy 16%
Financials Index 2%
Consumer Staples -8%
Healthcare -9%
Transportation -11%
Utilities -12%

Source: Standard & Poor's Index Industry Group Performance

B-40
<PAGE>

APPENDIX I--GENERAL INVESTMENT INFORMATION

The following terms are used in mutual fund investing.

Asset Allocation

Asset allocation is a technique for reducing risk, providing balance. Asset
allocation among different types of securities within an overall investment
portfolio helps to reduce risk and to potentially provide stable returns,
while enabling investors to work toward their financial goal(s). Asset
allocation is also a strategy to gain exposure to better performing asset
classes while maintaining investment in other asset classes.

Diversification

Diversification is a time-honored technique for reducing risk, providing
"balance" to an overall portfolio and potentially achieving more stable
returns. Owning a portfolio of securities mitigates the individual risks (and
returns) of any one security. Additionally, diversification among types of
securities reduces the risks (and general returns) of any one type of
security.

Duration

Debt securities have varying levels of sensitivity to interest rates. As
interest rates fluctuate, the value of a bond (or a bond portfolio) will
increase or decrease. Longer term bonds are generally more sensitive to
changes in interest rates. When interest rates fall, bond prices generally
rise. Conversely, when interest rates rise, bond prices generally fall.

Duration is an approximation of the price sensitivity of a bond (or a bond
portfolio) to interest rate changes. It measures the weighted average maturity
of a bond's (or a bond portfolio's) cash flows, i.e., principal and interest
rate payments. Duration is expressed as a measure of time in years--the longer
the duration of a bond (or a bond portfolio), the greater the impact of
interest rate changes on the bond's (or the bond portfolio's) price. Duration
differs from effective maturity in that duration takes into account call
provisions, coupon rates and other factors. Duration measures interest rate
risk only and not other risks, such as credit risk and, in the case of non-
U.S. dollar denominated securities, currency risk. Effective maturity measures
the final maturity dates of a bond (or a bond portfolio).

Market Timing

Market timing--buying securities when prices are low and selling them when
prices are relatively higher--may not work for many investors because it is
impossible to predict with certainty how the price of a security will
fluctuate. However, owning a security for a long period of time may help
investors offset short-term price volatility and realize positive returns.

Power of Compounding

Over time, the compounding of returns can significantly impact investment
returns. Compounding is the effect of continuous investment on long-term
investment results, by which the proceeds of capital appreciation (and income
distributions, if elected) are reinvested to contribute to the overall growth
of assets. The long-term investment results of compounding may be greater than
that of an equivalent initial investment in which the proceeds of capital
appreciation and income distributions are taken in cash.

Standard Deviation

Standard deviation is an absolute (non-relative) measure of volatility
which, for a mutual fund, depicts how widely the returns varied over a certain
period of time. When a fund has a high standard deviation, its range of
performance has been very wide, implying greater volatility potential.
Standard deviation is only one of several measures of a fund's volatility.

I-1
<PAGE>

PART C

OTHER INFORMATION

Item 23. Exhibits.

(a) (1) Agreement and Declaration of Trust.(1)

(2) Certificate of Trust.(1)

(b) By-laws.(2)

(d) (1) Management Agreement between Registrant and Prudential
Investments Fund Management LLC ("PIFM") with respect to Strategic
Partners Focused Growth Fund.(3)

(2) Sub-Management Agreement between PIFM and The Prudential
Investment Corporation with respect to Strategic Partners Focused
Growth Fund.(3)

(3) Subadvisory Agreement between The Prudential Investment
Corporation and Jennison Associates LLC ("Jennison") with respect to
Strategic Partners Focused Growth Fund.(3)

(4) Subadvisory Agreement between PIFM and Alliance Capital
Management, L.P. with respect to Strategic Partners Focused Growth
Fund.(3)

(5) Management Agreement between Registrant and PIFM with respect to
Strategic Partners New Era Growth Fund.(4)

(6) Subadvisory Agreement between PIFM and Massachusetts Financial
Services Company with respect to Strategic Partners New Era Growth
Fund.(5)

(7) Subadvisory Agreement between PIFM and Jennison with respect to
Strategic Partners New Era Growth Fund.(4)

(8) Form of Management Agreement between Registrant and PIFM with
respect to Strategic Partners Focused Value Fund.*

(9) Form of Subadvisory Agreement between PIFM and Davis Selected
Advisers LP ("Davis Advisers") with respect to Strategic Partners
Focused Value Fund.*

(10) Form of Subadvisory Agreement between PIFM and Salomon Brothers
Asset Management Inc. ("Salomon Brothers") with respect to Strategic
Partners Focused Value Fund.*

(e) (1) Distribution Agreement with Prudential Investment Management
Services LLC.(3)

(2) Form of Dealer Agreement.(2)

(g) (1) Custodian Contract between Registrant and State Street Bank and
Trust Company ("State Street").(2)

(2) Amendment dated February 22, 1999 to Custodian Contract between
Registrant and State Street.(2)

(h) Transfer Agency and Service Agreement between Registrant and
Prudential Mutual Fund Services LLC.(2)

(i) (1) Opinion of counsel.(2)

(2) Consent of counsel.*

(j) Not applicable.

C-1
<PAGE>

(m) (1) Distribution and Service Plan for Class A shares.(2)

(2) Distribution and Service Plan for Class B shares.(2)

(3) Distribution and Service Plan for Class C shares.(2)

(n) Rule 18f-3 Plan.(2)

(p) (1) Registrant Code of Ethics, dated as of November 14, 2000.(5)

(2) Manager, Sub-Manager and Distributor Code of Ethics, dated as of
November 14, 2000.(5)

(3) Alliance Capital Management L.P. Code of Ethics.(2)

(4) Jennison Code of Ethics.(2)

(5) Massachusetts Financial Services Company Code of Ethics.(4)

(6) Davis Advisers Code of Ethics. *

(7) Salomon Brothers Code of Ethics.*
---------
* Filed herewith.
(1) Incorporated by reference to the Registration Statement on Form N-1A filed
on February 1, 2000 (File No. 333-95849).
(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed on March 27, 2000 (File No. 333-
95849).
(3) Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed on July 21, 2000 (File No. 333-
95849).
(4) Incorporated by reference to Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A filed on October 6, 2000 (File No.
333-95849).

(5) Incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-1A filed on November 30, 2000 (File No.
333-95849).

Item 24. Persons Controlled by or under Common Control with Registrant.

None.

Item 25. Indemnification.

As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Del. Code Ann. title 12 sec. 3817, a Delaware
business trust may provide in its governing instrument for the indemnification
of its officers and trustees from and against any and all claims and demands
whatsoever. Article VII, Section 2 of the Agreement and Declaration of Trust
(Exhibit a(1) to the Registration Statement) states that (1) the Registrant
shall indemnify any present trustee or officer to the fullest extent permitted
by law against liability, and all expenses reasonably incurred by him or her
in connection with any claim, action, suit or proceeding in which he or she is
involved by virtue of his or her service as a trustee, officer or both, and
against any amount incurred in settlement thereof and (2) all persons
extending credit to, contracting with or having any claim against the
Registrant shall look only to the assets of the appropriate Series (or if no
Series has yet been established, only to the assets of the Registrant).
Indemnification will not be provided to a person adjudged by a court or other
adjudicatory body to be liable to the Registrant or its shareholders by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of
his or her duties (collectively "disabling conduct"). In the event of a
settlement, no indemnification may be provided unless there has been a
determination, as specified in the Agreement and Declaration of Trust, that
the officer or trustee did not engage in disabling conduct. In addition,
Article XI of Registrant's By-Laws (Exhibit b to the Registration Statement)
provides that any trustee, officer, employee or other agent of Registrant
shall be indemnified by the Registrant against all liabilities and expenses
subject to certain limitations and exceptions contained in Article XI of the
By-Laws. As permitted by Section 17(i) of the 1940 Act, pursuant to Section 10
of the Distribution Agreement (Exhibit e to the Registration Statement), the
Distributor of the Registrant may be indemnified against liabilities which it
may incur, except liabilities arising from bad faith, gross negligence,
willful misfeasance or reckless disregard of duties.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (Securities Act) may be permitted to Trustees, officers
and controlling persons of the Registrant pursuant to the foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as

C-2
<PAGE>

expressed in the 1940 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a Trustee, officer, or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
Trustee, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1940 Act and will be governed by the
final adjudication of such issue.

The Registrant will purchase an insurance policy insuring its officers and
Trustees against liabilities, and certain costs of defending claims against
such officers and Trustees, to the extent such officers and Trustees are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of
indemnification payments to officers and Trustees under certain circumstances.

Section 8 of each Management Agreement (Exhibits d(1) and (d)(5) to the
Registration Statement), Section 4 of the Sub-Management Agreement (Exhibit
d(2) to the Registration Statement) and Section 4 of each Subadvisory
Agreement (Exhibits d(3), d(4), (d)(6), (d)(7), (d)(9) and (d)(10) to the
Registration Statement) limit the liability of Prudential Investments Fund
Management LLC (PIFM), The Prudential Investment Corporation (PIC), Jennison
Associates LLC, Alliance Capital Management, L.P., Massachusetts Financial
Services Company, Davis Selected Advisers LP and Salomon Brothers Asset
Management Inc., respectively, to liabilities arising from willful
misfeasance, bad faith or gross negligence in the performance of their
respective duties or from reckless disregard by them of their respective
obligations and duties under the agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and the Distribution Agreement in a manner
consistent with Release No. 11330 of the Securities and Exchange Commission
under the 1940 Act so long as the interpretation of Section 17(h) and 17(i) of
such Act remain in effect and are consistently applied.

Under Section 17(h) of the 1940 Act, it is the position of the staff of the
Securities and Exchange Commission that if there is neither a court
determination on the merits that the defendant is not liable nor a court
determination that the defendant was not guilty of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of one's office, no indemnification will be permitted unless an
independent legal counsel (not including a counsel who does work for either
the Registrant, its investment adviser, its principal underwriter or persons
affiliated with these persons) determines, based upon a review of the facts,
that the person in question was not guilty of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of his or her office.

Under its Agreement and Declaration of Trust, the Registrant may advance
funds to provide for indemnification. Pursuant to the Securities and Exchange
Commission staff's position on Section 17(h), advances will be limited in the
following respect:

(1) Any advances must be limited to amounts used, or to be used, for the
preparation and/or presentation of a defense to the action (including
cost connected with preparation of a settlement);

(2) Any advances must be accompanied by a written promise by, or on behalf
of, the recipient to repay that amount of the advance which exceeds the
amount to which it is ultimately determined that he is entitled to
receive from the Registrant by reason of indemnification;

(3) Such promise must be secured by a surety bond or other suitable
insurance; and

(4) Such surety bond or other insurance must be paid for by the recipient
of such advance.

Item 26. Business and Other Connections of Investment Adviser.

(a) Prudential Investments Fund Management LLC

See "How the Fund is Managed--Manager" in the Prospectus constituting Part A
of this Registration Statement and "Investment Advisory and Other Services" in
the Statement of Additional Information constituting Part B of this
Registration Statement.

The business and other connections of the officers of PIFM are listed in
Schedules A and D of Form ADV of PIFM as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104).

C-3
<PAGE>

The business and other connections of PIFM's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is Gateway Center Three, 100 Mulberry Street, Newark,
NJ 07102-4077.

<TABLE>
<CAPTION>
Name and Address Position with PIFM Principal Occupations
---------------- ------------------ ---------------------
<C> <S> <C>
David R. Odenath, Jr. Officer in Charge, Officer in Charge, President, Chief Executive Officer
President, Chief and Chief Operating Officer, PIFM; Senior Vice
Executive Officer President, The Prudential Insurance Company of
and Chief Operating America (Prudential)
Officer
Robert F. Gunia Executive Vice Executive Vice President and Chief Administrative
President and Chief Officer, PIFM; Vice President, Prudential; President,
Administrative Prudential Investment Management Services LLC (PIMS)
Officer
William V. Healey Executive Vice Executive Vice President, Chief Legal Officer and
President, Chief Secretary, PIFM; Vice President and Associate General
Legal Officer and Counsel, Prudential; Senior Vice President, Chief
Secretary Legal Officer and Secretary, PIMS
Ajay Sawhney Executive Vice Executive Vice president, PIFM
President
Stephen Pelletier Executive Vice Executive Vice President, PIFM
President
Judy A. Rice Executive Vice Executive Vice President, PIFM
President
Theodore F. Kilkuskie Executive Vice Executive Vice President, PIFM
President
Lynn M. Waldvogel Executive Vice Executive Vice President, PIFM
President

(b) The Prudential Investment Corporation (PIC)

See "How the Fund is Managed--Sub-Manager" in the Prospectus of Strategic
Partners Focused Growth Fund, included as part of Part A of this Registration
Statement and "Investment Advisory and Other Services" in the Statement of
Additional Information of Strategic Partners Focused Growth Fund, included as
part of Part B of this Registration Statement.

The business and other connections of PIC's directors and executive officers
are as set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07102.

<CAPTION>
Name and Address Position with PIC Principal Occupations
---------------- ----------------- ---------------------
<C> <S> <C>
John R. Strangfeld Chairman of the President of Prudential Global Asset Management Group
Board, of Prudential; Senior Vice President, Prudential;
President, Chief Chairman of the Board, President, Chief Executive
Executive Officer Officer and Director, PIC; Chairman and Chief
and Director Executive Officer, Prudential Securities Incorporated
Bernard Winograd Senior Vice Chief Executive Officer, Prudential Real Estate
President and Investors; Senior Vice President and Director, PIC
Director
</TABLE>

See "How the Fund is Managed--Investment Advisers" in the Prospectus
constituting part of Part A of this Registration Statement and "Investment
Advisory and Other Services" in the Statement of Additional Information
constituting part of Part B of this Registration Statement.

The business and other connections of Jennison directors and executive
officers are listed in its Form ADV as currently on file with the Securities
and Exchange Commission (File No. 801-5608), the text of which is hereby
incorporated by reference.

(d) Massachusetts Financial Services Company

The business and other connections of the directors and executive officers
of Massachusetts Financial Services Company are listed in its Form ADV as
currently on file with the Securities and Exchange Commission (File No. 801-
17352), the text of which is hereby incorporated by reference.

(e) Alliance Capital Management, L.P.

C-4
<PAGE>

See "How the Fund is Managed--Investment Advisers" in the Prospectus of
Strategic Partners Focused Growth Fund, included as part of Part A of this
Registration Statement, and "Investment Advisory and Other Services" in the
Statement of Additional Information of Strategic Partners Focused Growth Fund,
included as part of Part B of this Registration Statement.

The business and other connections of the directors and executive officers
of Alliance Capital Management Corporation, the general partner of Alliance
Capital Management, L.P., are listed in its Form ADV as currently on file with
the Securities and Exchange Commission (File No. 801-32361), the text of which
is hereby incorporated by reference.

(f) Davis Selected Advisers LP

See "How the Fund is Managed--Investment Advisers" in the Prospectus of
Strategic Partners Focused Value Fund, included as part of Part A of the
Registration Statement, and "Investment Advisory and Other Services" in the
Statement of Additional Information of Strategic Partners Focused Value Fund,
included as part of Part B of the Registration Statement.

The business and other connections of the directors and executive officers
of Davis Advisers are listed in its Form ADV as currently on file with the
Securities and Exchange Commission (File No. 801-31648), the text of which is
hereby incorporated by reference.

(g) Salomon Brothers Asset Management Inc.

The business and other connections of the directors and executive officers
of Salomon Brothers are listed in its Form ADV as currently on file with the
Securities and Exchange Commission (File No. 801-32046), the text of which is
hereby incorporated by reference.

Item 27. Principal Underwriters.

(a) Prudential Investment Management Services LLC (PIMS)

PIMS is distributor for Cash Accumulation Trust, COMMAND Government Fund,
COMMAND Money Fund, COMMAND Tax-Free Fund, Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund),
Prudential California Municipal Fund, Prudential Diversified Funds, Prudential
Equity Fund, Inc., Prudential Europe Growth Fund, Inc., Prudential Global
Genesis Fund, Inc., Prudential Global Total Return Fund, Inc., Prudential
Government Income Fund, Inc., Prudential Government Securities Trust,
Prudential High Yield Fund, Inc., Prudential High Yield Total Return Fund,
Inc., Prudential Index Series Fund, Prudential Institutional Liquidity
Portfolio, Inc., Prudential International Bond Fund, Inc., Prudential
MoneyMart Assets, Inc., Prudential Municipal Bond Fund, Prudential Municipal
Series Fund, Prudential National Municipals Fund, Inc., Prudential Natural
Resources Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential Real
Estate Securities Fund, Prudential Sector Funds, Inc., Prudential Small
Company Fund, Inc., Prudential Special Money Market Fund, Inc., Prudential
20/20 Focus Fund, Prudential Tax-Free Money Fund, Inc., Prudential Tax-Managed
Funds, Prudential Tax-Managed Small-Cap Fund, Inc., Prudential Total Return
Bond Fund, Inc., Prudential U.S. Emerging Growth Fund, Inc., Prudential Value
Fund, Prudential World Fund, Inc., Strategic Partners Series, Target Funds,
The Prudential Investment Portfolios, Inc. and The Target Portfolio Trust.

PIMS is also distributor of the following unit investment trusts: Separate
Accounts: Prudential's Gibraltar Fund, Inc., The Prudential Variable Contract
Account -2, The Prudential Variable Contract Account -10, The Prudential
Variable Contract Account -11, The Prudential Variable Contract Account -24,
The Prudential Variable Contract Account GI -2, The Prudential Discovery
Select Group Variable Contract Account, The Pruco Life Flexible Premium
Variable Annuity Account, The Pruco Life of New Jersey Flexible Premium
Variable Annuity Account, The Prudential Individual Variable Contract Account
and The Prudential Qualified Individual Variable Contract Account.

C-5
<PAGE>

(b) Information concerning the directors and officers of PIMS is set forth
below.

<TABLE>
<CAPTION>
Positions and Positions and
Offices with Offices with
Name(1) Underwriter Registrant
------- ------------- -------------
<S> <C> <C>
Margaret Deverell..... Vice President and Chief Financial Officer None
Robert F. Gunia....... President Vice President and Trustee
Kevin Frawley......... Senior Vice President and Compliance Officer None
213 Washington Street
Newark, NJ 07102
William V. Healey..... Senior Vice President, Secretary and Assistant Secretary
Chief Legal Officer
Brian W. Henderson.... Senior Vice President and Officer None
John R. Strangfeld.... Advisory Board Member None
</TABLE>
---------
(/1/)The address of each person named is Prudential Plaza, 751 Broad Street,
Newark, New Jersey 07102 unless otherwise indicated.

Item 28. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices
of State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171; The Prudential Investment Corporation, Prudential Plaza,
745 Broad Street, Newark, New Jersey 07102; Registrant, Gateway Center Three,
100 Mulberry Street, Newark, New Jersey 07102-4077; Jennison Associates LLC,
466 Lexington Avenue, New York, New York 10017; Alliance Capital Management,
L.P., 1345 Avenue of the Americas, New York, New York, 10105 and 601 Second
Avenue South, Suite 5000, Minneapolis, Minnesota 55402; Massachusetts
Financial Services Company, 500 Boylston Street, Boston, Massachusetts 02116;
Davis Selected Advisers LP, 2949 East Elvira Road, Suite 101, Tucson, Arizona
85706; Salomon Brothers Asset Management Inc., 7 World Trade Center, New York,
New York 10048; and Prudential Mutual Fund Services LLC, 194 Wood Avenue
South, Iselin, New Jersey 08830. Documents required by Rules 31a-1(b)(5), (6),
(7), (9), (10) and (11) and 31a-1(f) and Rules 31a-1(b)(4) and (11) and 31a-
1(d) will be kept at Gateway Center Three, 100 Mulberry Street, Newark, New
Jersey 07102-4077, and the remaining accounts, books and other documents
required by such other pertinent provisions of Section 31(a) and the Rules
promulgated thereunder will be kept by State Street Bank and Trust Company and
Prudential Mutual Fund Services LLC.

Item 29. Management Services.

Other than as set forth under the captions "How the Fund is Managed--
Manager," "How the Fund is Managed-- Sub-Manager," "How the Fund is Managed--
Investment Advisers" and "How the Fund is Managed--Distributor" in the
Prospectuses and the caption "Investment Advisory and Other Services" in the
Statements of Additional Information, constituting Parts A and B,
respectively, of this Registration Statement, Registrant is not a party to any
management-related service contract.

Item 30. Undertakings.

Not applicable.

C-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment
Company Act, Registrant has duly caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Newark, and State of New Jersey, on the 15th day of
December, 2000.

STRATEGIC PARTNERS SERIES

By /s/ David R. Odenath, Jr.
---------------------------------
David R. Odenath, Jr., President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Eugene C. Dorsey Trustee December 15, 2000
--------------------------------------
Eugene C. Dorsey

/s/ Saul K. Fenster Trustee December 15, 2000
--------------------------------------
Saul K. Fenster

/s/ Robert F. Gunia Trustee December 15, 2000
--------------------------------------
Robert F. Gunia

/s/ Maurice Holmes Trustee December 15, 2000
--------------------------------------
Maurice Holmes

/s/ Robert E. LaBlanc Trustee December 15, 2000
--------------------------------------
Robert E. LaBlanc

/s/ Douglas H. McCorkindale Trustee December 15, 2000
--------------------------------------
Douglas H. McCorkindale

/s/ W. Scott McDonald, Jr. Trustee December 15, 2000
--------------------------------------
W. Scott McDonald, Jr.

/s/ Thomas T. Mooney Trustee December 15, 2000
--------------------------------------
Thomas T. Mooney

/s/ David R. Odenath, Jr. Trustee and President December 15, 2000
--------------------------------------
David R. Odenath, Jr.

/s/ Stephen Stoneburn Trustee December 15, 2000
--------------------------------------
Stephen Stoneburn

/s/ Joseph Weber Trustee December 15, 2000
--------------------------------------
Joseph Weber

/s/ Clay T. Whitehead Trustee December 15, 2000
--------------------------------------
Clay T. Whitehead

/s/ Grace C. Torres Treasurer and Principal Financial December 15, 2000
--------------------------------------
Grace C. Torres and Accounting Officer
</TABLE>

C-7
<PAGE>

STRATEGIC PARTNERS SERIES

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<C> <S>
(d)(8) Form of Management Agreement between Registrant and PIFM with
respect to Strategic Partners Focused Value Fund.
(9) Form of Subadvisory Agreement between PIFM and Davis Selected
Advisers L.P. ("Davis Advisers") with respect to Strategic
Partners Focused Value Fund.
(10) Form of Subadvisory Agreement between PIFM and Salomon Brothers
Asset Management Inc. ("Salomon Brothers") with respect to
Strategic Partners Focused Value Fund.
(i)(2) Consent of counsel.
(p)(6) Davis Advisers Code of Ethics.
(7) Salomon Brothers Code of Ethics.
</TABLE>