PRUDENTIAL SERIES FUND INC, DEF 14A, 2000-08-10

PRUDENTIAL SERIES FUND INC
DEF 14A, 2000-08-10

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant toss. 240.14a-2

The Prudential Series Fund, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of Each class of securities to which transaction applies:

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

2) Aggregate number of securities to which transaction applies:

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

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

<PAGE>

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

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

<PAGE>

THE PRUDENTIAL SERIES FUND, INC.
751 BROAD STREET
NEWARK, N.J. 07901
(877) 778-5008

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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

To the Shareholders of the Prudential Series Fund, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting)
of The Prudential Series Fund, Inc., (the Fund), will be held at the offices of
The Prudential Insurance Company of America, 100 Mulberry Street, Gateway Center
Three, 14th Floor, Newark, NJ on September 29, 2000, at 9:00 a.m. local time.
The purpose of the Meeting is to consider and act upon the following proposals
and to transact such other business as may properly come before the Meeting or
any adjournments thereof.

1. To elect a Board of Directors.

2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountant to the Fund.

3. To approve a new management contract for the Fund.

4. To approve new subadvisory contracts for the Fund.

5. To amend certain of the Fund's fundamental investment policies.

6. To amend the Fund's By-Laws.

7. To amend the fundamental investment objective of the Fund's Equity
Income Portfolio.

The Board of Directors has fixed the close of business on July 7, 2000 as
the record date for the determination of the shareholders of the Fund entitled
to notice of, and to vote at, such Meeting and any adjournments thereof.

By order of the Board of Directors

LEE AUGSBURGER,
Secretary

August 8, 2000

<PAGE>

PROXY STATEMENT

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

SPECIAL MEETING OF SHAREHOLDERS OF
THE PRUDENTIAL SERIES FUND, INC.
TO BE HELD ON SEPTEMBER 29, 2000

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

This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Directors to be used at the
Special Meeting of Shareholders of The Prudential Series Fund, Inc. (the Fund)
and at any adjournments thereof (the Meeting) to be held on September 29, 2000
at 9:00 a.m. Eastern time at the offices of The Prudential Insurance Company of
America (Prudential), 100 Mulberry Street, Gateway Center Three, 14th Floor,
Newark, NJ. The Fund began to mail copies of this Proxy Statement on or about
August 10, 2000.

The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is being made primarily by the mailing of this Proxy Statement and
the accompanying proxy card. Supplementary solicitations may be made by mail,
telephone, telegraph, facsimile, electronic means or by personal interview by
representatives of the Fund or Prudential. Proxies may be revoked at any time
before they are voted. The expenses in connection with preparing this Proxy
Statement and its enclosures and of all solicitations will be paid by the Fund.
The Fund may reimburse brokerage firms and others for their reasonable expenses
in forwarding solicitation material to the beneficial owners of shares.

The principal business address of Prudential (the Fund's current investment
adviser and administrator), and of Prudential Investment Management Services LLC
(PIMS) (the Fund's principal underwriter) is 100 Mulberry Street, Gateway Center
Three, 14th floor, Newark, NJ 07102. PIMS is an indirect wholly-owned subsidiary
of Prudential. The principal business address of the Fund's proposed new
investment adviser, Prudential Investments Fund Management LLC (PIFM), is 100
Mulberry Street, Newark, NJ 07102.

If the enclosed proxy card is executed and returned, it may nevertheless be
revoked at any time prior to its use by written notification received by the
Fund, by the execution of a later-dated proxy card, or by attending the meeting
and voting in person.

All proxy cards solicited by the Board of Directors that are properly
executed and received by the Secretary prior to the Meeting, and are not
revoked, will be voted at the Meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. Prudential, its affiliated
insurance companies, and certain other insurers are the legal owners of all Fund
shares, but in accordance with current policy of the Securities and Exchange
Commission (SEC), these insurers pass voting rights to the variable annuity and
variable life insurance contractholders and certain plan participants that have
allocated purchase payments to subaccounts corresponding to Portfolios of the
Fund. In addition to voting Fund shares in accordance with
contractholder/participant instructions that they do receive, Prudential and
those insurers will vote shares that are not voted by
contractholders/participants, as well as shares owned beneficially by such
insurers themselves, in the same proportions as the votes that actually are cast
by contractholders/participants. Prudential, its affiliated insurers, and the
other insurers will apportion votes to each contractholder/participant in direct
proportion to the dollar value of the pertinent variable contract as of the
record date.

<PAGE>

HOW CAN I VOTE MY SHARES?

o BY MAIL: By signing, dating, voting and returning the proxy card in the
enclosed postage paid envelope.

o BY PHONE: With a toll-free call to 1-888-221-0697 between 9:00 A. M. and
10:00 P.M. (Eastern Time).

o BY INTERNET: By signing onto the internet site listed on your proxy card
and entering the proper information, including the control number also
listed on your poxy card.

o IN PERSON: By attending the meeting and voting your shares.

If you have questions regarding this proxy statement please call (877) 778-5008,
from 8 a.m. to 6 p.m. Eastern Time, Monday through Friday.

Class 1 and Class 2 shares of each Portfolio of the Fund issued and
outstanding as of July 7, 2000 are indicated in the following table:

PORTFOLIO # OF SHARES
--------- -----------
Conservative Balanced ............................... 259,422,397
Diversified Bond .................................... 109,280,485
Diversified Conservative Growth ..................... 17,321,645
Equity .............................................. 205,932,350
Equity Income ....................................... 94,086,000
Flexible Managed .................................... 273,800,179
Global .............................................. 50,175,278
Government Income ................................... 24,132,794
High Yield Bond ..................................... 102,638,994
Money Market ........................................ 117,284,498
Natural Resources ................................... 16,291,377
Prudential Jennison ................................. 104,903,956
Small Capitalization Stock .......................... 30,406,608
Stock Index ......................................... 104,860,190
20/20 Focus ......................................... 8,600,943
Zero Coupon Bond 2000 ............................... 3,121,946
Zero Coupon Bond 2005 ............................... 3,514,563

As of July 7, 2000, the directors/nominees and Fund officers owned, in the
aggregate, none of the Fund's outstanding shares. To the knowledge of the Fund,
no shareholder of record (other than Prudential, its affiliated insurers, and
the other insurers) owned beneficially more than 5% of the outstanding shares of
the Fund as of July 7, 2000. None of the Fund's executive officers has any
substantial economic interest in any matter to be acted upon at the meeting.

FOR A FREE COPY OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD ENDED JUNE 30,
2000, CALL (877) 778-5008 OR WRITE TO PRUDENTIAL AT 751 BROAD STREET, NEWARK, NJ
07102-3777.

<PAGE>

VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT
TO APPROVE PROPOSAL 1, AND A MAJORITY OF ALL VOTES OF THE FUND CAST AT THE
MEETING IS SUFFICIENT TO APPROVE PROPOSAL 2. APPROVAL OF PROPOSALS 3, 4(A),
4(B), 5 AND 6 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING
VOTING SECURITIES" OF EACH AFFECTED PORTFOLIO OF THE FUND IN ORDER TO BE DEEMED
EFFECTIVE WITH RESPECT TO EACH SUCH PORTFOLIO. APPROVAL OF PROPOSAL 7 REQUIRES
THE AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE
FUND'S EQUITY INCOME PORTFOLIO. A "MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" MEANS THE AFFIRMATIVE VOTE OF (A) 67% OR MORE OF THE VOTING
SECURITIES PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE
THAN 50% OF THE OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED BY
PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES, WHICHEVER IS
LESS.

The following table summarizes the proposals and lists the Proxy Statement
page where the proposal is discussed in more detail.

PROPOSAL # PROPOSAL DESCRIPTION PAGE
---------- -------------------- ----
1. To elect as Directors the 19 nominees presented in 5
Proposal 1.

2. To ratify the selection of PricewaterhouseCoopers LLP as 12
independent accountant of the Fund.

3. To approve a new management contract with Prudential 13
Investments Fund Management LLC.

4(a) To approve a new subadvisory agreement between 20
Prudential Investments Fund Management LLC and
Prudential Investment Corporation.

4(b) To approve a new subadvisory agreement between 23
Prudential Investments Fund Management LLC and Jennison
Associates LLC.

5. To amend certain fundamental investment policies of the 26
Fund.

6. To amend the Fund's By-Laws so that fundamental 29
investment policies are specified only in the
Registration Statement rather than also in the By-Laws.

7. To amend the fundamental investment objective of the 29
Fund's Equity Income Portfolio.

<PAGE>

The table below indicates the Proposals that are applicable to each
Portfolio of the Fund.

PORTFOLIO PROPOSAL 1 PROPOSAL 2 PROPOSAL 3 PROPOSAL 4(A) PROPOSAL 4(B) PROPOSAL 5 PROPOSAL 6 PROPOSAL 7
--------- ---------- ---------- ---------- ------------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Conservative Balanced X X X X X X X
Diversified Bond X X X X X X
Diversified Conservative Growth X X X X X X X
Equity X X X X X X
Equity Income X X X X X X X
Flexible Managed X X X X X X X
Global X X X X X X
Government Income X X X X X X
High Yield Bond X X X X X X
Money Market X X X X X X
Natural Resources X X X X X X
Prudential Jennison X X X X X X
Small Capitalization Stock X X X X X X
Stock Index X X X X X X
20/20 Focus X X X X X X
Zero Coupon Bond 2000 X X X X X X
Zero Coupon Bond 2005 X X X X X X
</TABLE>

<PAGE>

1. TO ELECT A BOARD OF DIRECTORS.

The purpose of this proposal is to elect an expanded Board of Directors of
the Fund. The Fund currently has four directors, three of whom are are not
"interested persons" of Prudential or the Fund under the Federal securities laws
("independent directors") and have been previously elected by Fund shareholders.
The current independent directors have nominated 13 additional individuals to
serve as independent directors of the Fund. Each of these nominees currently
serves as an independent director to one or more mutual funds within the
Prudential mutual fund complex. The current independent directors have also
nominated three officers of the Fund's adviser to serve as directors of the
Fund. One of those individuals, John R. Strangfeld, Jr., currently serves as
Chairman and President of the Fund.

The Fund's current directors believe that expanding the size of the Board
and adding directors who also serve as directors of other mutual funds advised
by Prudential affiliates is in the best interests of the Fund. The principal
reasons for adding these individuals as directors are:

o to bring additional experience and diversity of viewpoints to the
Board;

o to bring the benefit of experience derived from service on the boards
of other Prudential mutual funds;

o to increase the number of directors in light of the increasing number
of Series Fund Portfolios; and

o to promote continuity on the Board going forward.

If elected, the directors of the Fund intend to form several groups of
directors called "investment committees." Each investment committee will focus
on particular Portfolios of the Fund (e.g., equity portfolios, fixed income
portfolios) and provide appropriate reports to the full Board.

None of the nominees are related to one another. None of the Fund's
directors or persons nominated to become Fund directors owns shares of the
Fund's adviser or its affiliates. Those nominees indicated by an asterisk (*) in
the table below are "interested persons" of the Fund by virtue of, among other
things, their affiliation with either the Fund, the Fund's investment adviser or
the Fund's principal underwriter. The business experience and address of each
nominee is as follows:

<PAGE>

YEAR OF
ELECTION OR
NOMINEE PRINCIPAL BUSINESS APPOINTMENT
(AGE) OCCUPATION** ADDRESS TO FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Eugene C. Dorsey (72) Retired President, Chief 2010 Harbourside
Executive Officer and Drive
Trustee of the Gannett Longboat Key, FL
Foundation (now Freedom 34228
Forum); former publisher
of four Gannett
newspapers and Vice
President of Gannett
Company; past Chairman of
Independent Sector
(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.

Saul K. Fenster Ph.D President, New Jersey NJIT 1983
(67) Institute of Technology. University Heights
He serves as a Newark, NJ 07102
Commissioner of the
Middle States
Association, Commission
on Higher Education. He
is currently a member of
the New Jersey Commission
on Science and Technology
and a director of the New
Jersey State Chamber of
Commerce. Mr. Fenster
serves on the boards of
the 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 is a
Director of IDT
Corporation.

Delayne D. Gold (61) Marketing and Management 751 Broad Street
Consultant; Director or Newark, NJ 07102
Trustee of several funds
within the Prudential
Mutual Funds complex.

</TABLE>

<PAGE>

YEAR OF
ELECTION OR
NOMINEE PRINCIPAL BUSINESS APPOINTMENT
(AGE) OCCUPATION** ADDRESS TO FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert F. Gunia* (53) Executive Vice President Prudential
and Chief Administrative Investments
Officer (since June 1999) 100 Mulberry Street
of Prudential 3 Gateway Center,
Investments; Corporate 14th floor
Vice President (September Newark, NJ 07102-4077
1997-March 1999) of The
Prudential Insurance
Company of America
(Prudential); 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);
former Senior Vice
President (March 1987-May
1999) and former Chief
Administrative Officer
(July 1989-September
1996) of Prudential
Securities Incorporated
(Prudential Securities);
Director (January
1989-September 1996),
Executive Vice President,
Treasurer and Chief
Financial Officer (June
1987-December 1996) of
Prudential Mutual Fund
Management, Inc. (PMF);
Vice President and
Director (since May 1989)
of The Asia Pacific Fund,
Inc.

Maurice F. Holmes (51) Chief Engineer and 429 Waban Avenue
Corporate Vice President, Newton, MA 02468
Xerox Corporation

Robert E. LaBlanc (64) President of Robert E. 751 Broad Street
LaBlanc Associates, Inc. Newark, NJ 07102
(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; and Trustee or
Director of several funds
within the Prudential
Mutual Funds complex.

</TABLE>

<PAGE>

YEAR OF
ELECTION OR
NOMINEE PRINCIPAL BUSINESS APPOINTMENT
(AGE) OCCUPATION** ADDRESS TO FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Douglas H. Vice Chairman (since Gannett Co., Inc.
McCorkindale (60) 1984) and President 1100 Wilson Boulevard
(since September 1997) of Arlington, VA 22234
Gannett Co. Inc.
(publishing and media);
Director of Gannett Co.,
Inc., Frontier Corporation
and Continental Airlines,
Inc.; and Director or
Trustee of several funds
within the Prudential Mutual
Funds complex.

W. Scott McDonald, Vice President, Kaludis P.O. Box 150 1983
Jr. Ph.D (63) Consulting Group, Inc. (a Convent Station, NJ
Sallie Mae company 07961
serving higher
education). From 1991 to
1995, Chief Operating
Officer, Fairleigh
Dickinson University.
From 1975-1991, Executive
Vice President and Chief
Operating Officer, Drew
University. A founding
director of School,
College and University
Underwriters Ltd.

Thomas T. Mooney (58) President of the Greater 751 Broad Street
Rochester Metro Chamber Newark, NJ 07102
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, Executive
Service Corps of
Rochester.

Stephen P. Munn (57) Chairman, President and Carlisle Companies
Chief Executive Officer, Inc.
Carlisle Companies 250 S. Clinton Street
Incorporated Syracuse, NY 13202
(manufacturer of
industrial products).

David R. Odenath* (42) Officer in Charge, Prudential
President, Chief Investments
Executive Officer and 100 Mulberry Street
Chief Operating Officer 3 Gateway Center,
(since June 1999) of 14th floor
PIFM; Senior Vice Newark, NJ 07102-4077
President (since June
1999) of Prudential;
Senior Vice President
(August 1993-May 1999) of
PaineWebber Group, Inc.

</TABLE>

<PAGE>

YEAR OF
ELECTION OR
NOMINEE PRINCIPAL BUSINESS APPOINTMENT
(AGE) OCCUPATION** ADDRESS TO FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard A. Redeker*** Former employee of 11617 Paradise Drive
(56) Prudential Investments Stone Harbor, NJ
(October 1996-December 08247
1998); prior thereto,
President, Chief
Executive Officer and
Director (October
1993-September 1996) of
PMF; Executive Vice
President, Director and
Member of the Operating
Committee (October
1993-September 1996) of
Prudential Securities;
Director (October
1993-September 1996) of
Prudential Securities
Group, Inc.; Executive
Vice President, The
Prudential Investment
Corporation (January
1994-September 1996);
Director (January
1994-September 1996) of
Prudential Mutual Fund
Distributors, Inc. and
Prudential Mutual Fund
Services, Inc.; former
Senior Executive Vice
President and Director of
Kemper Financial
Services, Inc. (September
1978-September 1993).

Robin B. Smith (60) Chairman and Chief Publishers Clearing
Executive Officer (since House
August 1996), formerly 382 Channel Drive
President and Chief Port Washington, NY
Executive Officer 11050
(January 1988-August
1996) and President and
Chief Operating Officer
of Publishers Clearing
House; Director of
BellSouth Corporation,
Texaco Inc., Springs
Industries Inc. and Kmart
Corporation; and Director
or Trustee of several
funds within the
Prudential Mutual Funds
complex.

John R. Strangfeld* Executive Vice President, The Prudential 1999
(46) Global Asset Management Insurance Company of
since 1998; Chief America
Executive Officer, 100 Mulberry Street
Private Asset Management 3 Gateway Center,
Group (PAMG) from 1996 15th floor
to 1998; President, PAMG, Newark, NJ 07102-3777
from 1994 to 1996.

</TABLE>

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

*** Mr. Redeker and his wife have borrowed, and since repaid, an amount in
excess of $60,000 from a margin account maintained with Prudential
Securities Incorporated.

<PAGE>

YEAR OF
ELECTION OR
NOMINEE PRINCIPAL BUSINESS APPOINTMENT
(AGE) OCCUPATION** ADDRESS TO FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stephen Stoneburn President and Chief Quadrant HealthCom
(55) Executive Officer (since Inc.
June 1996) of Quadrant 26 Main Street
Media Corp. (a publishing Chatham, NJ
company); formerly 07928-2402
President (June 1995-June
1996) of Argus Integrated
Media, Inc.; Senior Vice
President and Managing
Director (January
1993-1995) of Cowles
Business Media. Senior
Vice President of
Fairchild Publications,
Inc. and Director or
Trustee of several funds
within the Prudential
Mutual Funds complex.

Nancy H. Teeters (69) Economist; former Vice 243 Willowbrook
President and Chief Avenue
Economist, International Stamford, CT 06902
Business Machines
Corporation; former
Director of Inland Steel
Industries (July
1984-1999).

Joseph Weber Ph.D Vice President, Finance, 37 Beachmont Terrace 1983
(76) Interclass (international N. Caldwell, NJ 07006
corporate learning) since
1991. Former President,
The Alliance for
Learning. Retired Vice
President, Member of the
Board of Directors,
Member of the Executive
and Operating Committees,
Hoffmann-LaRoche Inc.
Member, Board of
Overseers, New Jersey
Institute of Technology.
Trustee and Vice Chairman
Emeritus, Fairleigh
Dickinson University.

Louis A. Weil, III Chairman (since January Central Newspapers
(59) 1999), President and Inc.
Chief Executive Officer 200 E. Van Buren
(since January 1996) and Street
Director (since September Phoenix, AZ 85004
1991) of Central
Newspapers, Inc.;
Chairman of the Board
(since January 1996),
Publisher and Chief
Executive Officer (August
1991-December 1995) of
Phoenix Newspapers, Inc.;

Clay T. Whitehead President of National P.O. Box 8090
(61) Exchange Inc. (new McLean, VA 22106
business development firm)
and Director or Trustee of
several funds within the
Prudential Mutual Funds
complex.

</TABLE>

-----------

** Except as otherwise indicated, each individual has held the office shown or
other offices in the same company for the last five years.

10
<PAGE>

If elected, the directors will hold office generally without limit except
that (a) any director may resign; and (b) any director may be removed by the
holders of not less than two-thirds of the Fund's outstanding capital stock. In
the case of a vacancy on the Board, the remaining directors will fill such
vacancy by appointing another director, so long as immediately after such
appointment, at least two-thirds of the directors have been elected by
shareholders.

The Board, which is currently composed of one "interested" director
(because he is an officer of the adviser) and three "non-interested" or
"independent" directors, met five times during the twelve months ended December
31, 1999. Each incumbent director attended each of these meetings. It is
expected that the directors will meet at least four times a year at regularly
scheduled meetings.

The Fund has an Audit Committee, which is composed entirely of independent
directors, and normally meets twice a year, or as required, in conjunction with
meetings of the Board of Directors. Currently, Messrs. Fenster, McDonald and
Weber are members of the Audit Committee. Among other things, the Fund's Audit
Committee has the following responsibilities:

o Recommending to the Board of Directors of the Fund the selection,
retention or termination, as appropriate, of the independent public
accountants for the Fund.

o Reviewing the independent public accountants' compensation, the
proposed terms of their engagement, and their independence.

o Reviewing annual financial statements and unaudited semiannual
financial statements, including any adjustments to those statements
recommended by the independent public accountants, and any significant
issues that arose in connection with the preparation of those
financial statements.

o Reviewing changes in accounting policies or practices that had or are
expected to have a significant impact on the preparation of financial
statements.

o Generally acting as a liaison between the independent public
accountants and the Board of Directors.

During the twelve months ended December 31, 1999, the Audit Committee held
two meetings.

The Fund's Nominating Committee is currently composed of Messrs. Fenster,
McDonald, and Weber. The committee members confer periodically and hold meetings
as required. The responsibilities of the Nominating Committee include, but are
not limited to, recommending to the Board the individuals to be nominated to
become independent directors.

During the twelve months ended December 31, 1999, the Nominating Committee
held no meetings. The Fund does not have a compensation committee.

The Nominating Committee will consider nominees recommended by
shareholders. Recommendations should be submitted to the Committee in care of
the Secretary of the Fund.

<PAGE>

The following table sets forth information describing the compensation of
each current director of the Fund, and each director nominee, for his/her
services for the calendar year ended December 31, 1999.

COMPENSATION TABLE

--------------------------------------------------------------------------------------------------------
PENSION OR ESTIMATED TOTAL
RETIREMENT ANNUAL COMPENSATION
AGGREGATE BENEFITS ACCRUED BENEFITS FROM FUND AND
NAME OF PERSON, COMPENSATION AS PART OF UPON FUND COMPLEX*
POSITION FROM FUND FUND EXPENSES RETIREMENT PAID TO DIRECTORS**
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Eugene C. Dorsey, Director $ - 0 - $ - 0 - $ - 0 - $103,574
--------------------------------------------------------------------------------------------------------
Saul K. Fenster, Director $35,000 $ - 0 - $ - 0 - $ 35,000
--------------------------------------------------------------------------------------------------------
Delayne D. Gold, Director $ - 0 - $ - 0 - $ - 0 - $144,500
--------------------------------------------------------------------------------------------------------
Robert F. Gunia, Director $ - 0 - $ - 0 - $ - 0 - $ - 0 -
--------------------------------------------------------------------------------------------------------
Maurice F. Holmes, Director $ - 0 - $ - 0 - $ - 0 - $ - 0 -
--------------------------------------------------------------------------------------------------------
Robert E. LaBlanc, Director $ - 0 - $ - 0 - $ - 0 - $ 61,250
--------------------------------------------------------------------------------------------------------
Douglas H. McCorkindale, $ - 0 - $ - 0 - $ - 0 - $ 97,916
Director
--------------------------------------------------------------------------------------------------------
W. Scott McDonald Jr., Director $35,000 $ - 0 - $ - 0 - $ 35,000
--------------------------------------------------------------------------------------------------------
Thomas T. Mooney, Director $ - 0 - $ - 0 - $ - 0 - $135,102
--------------------------------------------------------------------------------------------------------
Stephen P. Munn, Director $ - 0 - $ - 0 - $ - 0 - $ 62,250
--------------------------------------------------------------------------------------------------------
David R. Odenath, Jr., Director $ - 0 - $ - 0 - $ - 0 - $ - 0 -
--------------------------------------------------------------------------------------------------------
Richard A. Redeker, Director $ - 0 - $ - 0 - $ - 0 - $ 95,000
--------------------------------------------------------------------------------------------------------
Robin B. Smith, Director $ - 0 - $ - 0 - $ - 0 - $156,478
--------------------------------------------------------------------------------------------------------
John R. Strangfeld, Director
and President $ - 0 - $ - 0 - $ - 0 - $ - 0 -
--------------------------------------------------------------------------------------------------------
Stephen Stoneburn, Director $ - 0 - $ - 0 - $ - 0 - $ 61,250
--------------------------------------------------------------------------------------------------------
Nancy H. Teeters, Director $ - 0 - $ - 0 - $ - 0 - $ 97,000
--------------------------------------------------------------------------------------------------------
Joseph Weber, Director $35,000 $ - 0 - $ - 0 - $ 35,000
--------------------------------------------------------------------------------------------------------
Louis A. Weil, III, Director $ - 0 - $ - 0 - $ - 0 - $ 96,000
--------------------------------------------------------------------------------------------------------
Clay T. Whitehead, Director $ - 0 - $ - 0 - $ - 0 - $ 77,000
--------------------------------------------------------------------------------------------------------

</TABLE>

* Information is for the calendar year ended December 31, 1999 for 50
funds in the Prudential mutual funds complex. With respect to the
nominees other than Messrs. Fenster, McDonald and Weber, each such
nominee was paid by other funds within the Prudential complex, and not
by the Fund. Interested Directors of the Fund (currently, Mr.
Strangfeld) are compensated by Prudential.

** Certain of the director/trustee fees depicted in the table include
amounts representing deferred compensation.

In the election of Directors, those 19 nominees receiving the highest
number of votes cast at the Meeting, providing a quorum is present, shall be
elected.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANT OF THE FUND.

By a vote of the independent directors, the firm of PricewaterhouseCoopers
LLP has been selected as independent accountant for the Fund to sign or certify
any financial statements of the Fund required by any law or regulation to be
certified by an independent accountant and

<PAGE>

filed with the Securities and Exchange Commission (SEC) or any state. Under
certain circumstances the Investment Company Act of 1940 (1940 Act) requires
that shareholders ratify the directors' selection of the accountant. In
addition, as required by the 1940 Act, the vote of the Directors is subject to
the right of the Fund, by vote of a majority of its outstanding voting
securities at any meeting called for the purpose of voting on such action, to
terminate such employment without penalty. PricewaterhouseCoopers LLP has
advised the Fund that, to the best of its knowledge and belief, as of the record
date, no PricewaterhouseCoopers LLP professional had any direct or indirect
ownership interest in the Fund inconsistent with independence standards
pertaining to accountants.

For the Fund's fiscal years ended 1998 and 1999, the firm of
PricewaterhouseCoopers LLP acted as the Fund's independent accountant. The
independent accountant's audit reports for the Fund for the fiscal years ended
1998 and 1999 did not contain an adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope, or
accounting principles. Further, there were no disagreements between the Fund and
the independent accountant on accounting principles or practices, financial
statement disclosures, or audit scope or procedures, which if not resolved to
the satisfaction of the independent accountants would have caused them to make
reference to the subject matter of the disagreements in connection with their
reports on the financial statements for such years.

The independent accountants examine annual financial statements for the
Fund and provide other audit and tax-related services. In recommending the
selection of the Fund's accountants the Audit Committee reviewed the nature and
scope of the services to be provided (including non-audit services) and whether
the performance of such services would affect the accountant's independence.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting, but have been given the opportunity to make a statement if they so
desire, and will be available should any matter arise requiring their presence.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

3. TO APPROVE A NEW MANAGEMENT CONTRACT FOR THE FUND.

The Board, including all of the independent directors, has approved, and
recommends that shareholders of certain series of the Fund approve, a proposal
to adopt a new management contract (the New Contract) (attached as Exhibit A).
If approved at the Meeting, the New Contract will supersede the existing
management contract between the Fund and Prudential.

The Fund has filed a post-effective amendment with the SEC to create 20 new
Portfolios. Prudential, as the initial sole shareholder of these new Portfolios,
is expected to approve the New Contract on behalf of those new Portfolios. Here,
the Board is asking the shareholders of the following, existing Portfolios of
the Fund to approve the New Contract: Conservative Balanced Portfolio,
Diversified Bond Portfolio, Diversified Conservative Growth Portfolio, Equity
Portfolio, Equity Income Portfolio, Flexible Managed Portfolio, Global
Portfolio, Government Income Portfolio, High Yield Bond Portfolio, Money Market
Portfolio, Natural Resources Portfolio, Prudential Jennison Portfolio, Small
Capitalization Stock Portfolio, Stock Index Portfolio, 20/20 Focus Portfolio,
Zero Coupon Bond 2000 Portfolio, and Zero Coupon Bond 2005 Portfolio
(collectively, the Existing Portfolios).

The New Contract is substantially similar to the existing advisory
agreement. MOST NOTABLY, THE ADVISORY FEES PAID BY EACH EXISTING PORTFOLIO WILL
NOT CHANGE. The primary

<PAGE>

difference is that the current agreement is with Prudential and the New Contract
is with Prudential Investments Fund Management LLC, a wholly owned subsidiary of
Prudential. Below we provide additional information about the current contract
and the New Contract.

EXISTING CONTRACT

The Existing Portfolios are currently managed under a contract, dated July
14, 1988, between Prudential and the Fund (the Existing Contract). Prudential is
a mutual life insurance company incorporated in 1873 under New Jersey law.
Prudential is currently considering reorganizing itself into a publicly-traded
stock company through a process known as "demutualization." Prudential is
working toward completing the demutualization process in 2001, although there is
no certainty that the demutualization will be completed by that time or that the
necessary approvals will be obtained. Also, it is possible that after careful
review, Prudential could decide not to demutualize or could delay its plans.

The name, address, and principal occupation of Prudential's principal
executive officer and each Prudential director is as follows:

PRUDENTIAL DIRECTORS

FRANKLIN E. AGNEW--Director since 1994 (current term expires April, 2005).
Member, Committee on Finance & Dividends; Member, Corporate Governance
Committee. Business consultant since 1987. Chief Financial Officer, H.J. Heinz
from 1971 to 1986. Mr. Agnew is also a director of Erie Plastics Corporation.
Age 65. Address: 600 Grant Street, Suite 660, Pittsburgh, PA 15219.

FREDERIC K. BECKER--Director since 1994 (current term expires April, 2005).
Member, Auditing Committee; Member, Corporate Governance Committee. President,
Wilentz Goldman and Spitzer, P.A. (law firm) since 1989, with firm since 1960.
Age 64. Address: 90 Woodbridge Center Drive, Woodbridge, NJ 07095.

GILBERT F. CASELLAS--Director since 1998 (current term expires April, 2003).
Member, Compensation Committee. President and Chief Operating Officer, The
Swarthmore Group, Inc. since 1999. Partner, McConnell Valdes, LLP in 1998.
Chairman, U.S. Equal Employment Opportunity Commission from 1994 to 1998. Age
47. Address: 1646 West Chester Pike, Suite 3, West Chester, PA 19382.

JAMES G. CULLEN--Director since 1994 (current term expires April, 2001). Member,
Compensation Committee; Member, Committee on Business Ethics. President & Chief
Operating Officer, Bell Atlantic Corporation, since 1998. President & Chief
Executive Officer, Telecom Group, Bell Atlantic Corporation, from 1997 to 1998.
Vice Chairman, Bell Atlantic Corporation from 1995 to 1997. President, Bell
Atlantic Corporation from 1993 to 1995. Mr. Cullen is also a director of Bell
Atlantic Corporation and Johnson & Johnson. Age 57. Address: 1310 North Court
House Road, 11th Floor, Alexandria, VA 22201.

CAROLYNE K. DAVIS--Director since 1989 (current term expires April, 2001).
Member, Committee on Business Ethics; Member, Compensation Committee.
Independent Health Care Advisor since 1997. Health Care Advisor, Ernst & Young,
LLP from 1985 to 1997. Dr. Davis is also a director of Beckman Coulter
Instruments, Inc., Merck & Co., Inc., Minimed Incorporated, Science Applications
International Corporation, and Beverley Enterprises. Age 68. Address: 751 Broad
Street, 21st Floor, Newark, NJ 07102-3777.

<PAGE>

ROGER A. ENRICO--Director since 1994 (current term expires April, 2002). Member,
Committees on Nominations & Corporate Governance; Member, Compensation
Committee. Chairman and Chief Executive Officer, PepsiCo, Inc. since 1996. Mr.
Enrico originally joined PepsiCo, Inc. in 1971. Mr. Enrico is also a director of
A.H. Belo Corporation, Target Corporation, and Electronic Data Systems. Age 55.
Address: 700 Anderson Hill Road, Purchase, NY 10577.

ALLAN D. GILMOUR--Director since 1995 (current term expires April, 2003).
Member, Investment Committee; Member, Committee on Finance & Dividends. Retired
since 1995. Vice Chairman, Ford Motor Company, from 1993 to 1995. Mr. Gilmour
originally joined Ford in 1960. Mr. Gilmour is also a director of Whirlpool
Corporation, MediaOne Group, Inc., The Dow Chemical Company and DTE Energy
Company. Age 65. Address: 751 Broad Street, 21st Floor, Newark, NJ 07102-3777.

WILLIAM H. GRAY III--Director since 1991 (current term expires April, 2004).
Chairman, Committees on Nominations & Corporate Governance. Member, Executive
Committee; Member, Committee on Business Ethics. President and Chief Executive
Officer, The College Fund/UNCF since 1991. Mr. Gray served in Congress from 1979
to 1991. Mr. Gray is also a director of Chase Manhattan Corporation, Chase
Manhattan Bank, Municipal Bond Investors Assurance Corporation, Rockwell
International Corporation, Warner-Lambert Company, CBS Corporation, Electronic
Data Systems, and Ezgov.com, Inc. Age 58. Address: 8260 Willow Oaks Corp. Drive,
Fairfax, VA 22031-4511.

JON F. HANSON--Director since 1991 (current term expires April, 2003). Member,
Investment Committee; Member, Committee on Business Ethics. Chairman, Hampshire
Management Company since 1976. Mr. Hanson is also a director of James E. Hanson
Management Company, Neumann Distributors, Inc., United Water Resources, and
Consolidated Delivery and Logistics. Age 63. Address: 235 Moore Street, Suite
200, Hackensack, NJ 07601.

GLEN H. HINER--Director since 1997 (current term expires April, 2001). Member,
Compensation Committee. Chairman and Chief Executive Officer, Owens Corning
since 1992. Senior Vice President and Group Executive, Plastics Group, General
Electric Company from 1983 to 1991. Mr. Hiner is also a director of Dana
Corporation, Owens Corning, and Kohler, Co. Age 65. Address: One Owens Corning
Parkway, Toledo, OH 43659.

CONSTANCE J. HORNER--Director since 1994 (current term expires April, 2002).
Member, Auditing Committee; Member, Committees on Nominations & Corporate
Governance. Guest Scholar, The Brookings Institution since 1993. Ms. Horner is
also a director of Foster Wheeler Corporation, Ingersoll-Rand Company, and
Pfizer, Inc. Age 58. Address: 1775 Massachusetts Ave., N.W. Washington, D.C.
20036-2188.

GAYNOR N. KELLEY--Director since 1997 (current term expires April, 2001).
Member, Auditing Committee. Retired since 1996. Chairman and Chief Executive
Officer, The Perkin Elmer Corporation from 1990 to 1996. Mr. Kelley is also a
director of Hercules Incorporated and Alliant Techsystems. Age 68. Address: 751
Broad Street, 21st Floor, Newark, NJ 07102-3777.

BURTON G. MALKIEL--Director since 1978 (current term expires April, 2002).
Chairman, Investment Committee; Member, Executive Committee; Member, Committee
on Finance & Dividends. Professor of Economics, Princeton University, since
1988. Dr. Malkiel is also a director of Banco Bilbao Vizcaya Gestinova, Baker
Fentress & Company, The Jeffrey Company, Select Sector SPDR Trusts, and Vanguard
Group, Inc. Age 67. Address: Princeton University, Department of Economics, 110
Fisher Hall, Prospect Avenue, Princeton, NJ 08544-1021.

<PAGE>

ARTHUR F. RYAN--Chairman of the Board, Chief Executive Officer and President of
Prudential since 1994. President and Chief Operating Officer, Chase Manhattan
Bank from 1990 to 1994, with Chase since 1972. Age 57. Address: 751 Broad
Street, Newark, NJ 07102-3777.

IDA F.S. SCHMERTZ--Director since 1997 (current term expires April, 2004).
Member, Audit Committee. Principal, Investment Strategies International since
1994. Age 65. Address: 751 Broad Street, 21st Floor, Newark, NJ 07102-3777.

CHARLES R. SITTER--Director since 1995 (current term expires April, 2003).
Member, Committee on Finance & Dividends; Member, Investment Committee. Retired
since 1996. President, Exxon Corporation from 1993 to 1996. Mr. Sitter began his
career with Exxon in 1957. Age 69. Address: 5959 Las Colinas Boulevard, Irving,
TX 75039-2298.

DONALD L. STAHELI--Director since 1995 (current term expires April, 2003).
Member, Compensation Committee; Member, Auditing Committee. Retired since 1996.
Chairman and Chief Executive Officer, Continental Grain Company from 1994 to
1997. President and Chief Executive Officer, Continental Grain Company from 1988
to 1994. Age 68 Address: 47 East South Temple, #501, Salt Lake City, UT 84150.

RICHARD M. THOMSON--Director since 1976 (current term expires April, 2004).
Chairman, Executive Committee; Chairman, Compensation Committee. Retired since
1998. Chairman of the Board, The Toronto-Dominion Bank from 1997 to 1998.
Chairman and Chief Executive Officer from 1978 to 1997. Mr. Thomson is also a
director of CGC, Inc., INCO, Limited, S.C. Johnson & Son, Inc., The Thomson
Corporation, Canadian Occidental Petroleum Ltd., The Toronto-Dominion Bank,
Ontario Power Generation, Inc., Canada Pension Plan Investment Board, and
TrizecHahn Corporation. Age 66. Address: P.O. Box 1, Toronto-Dominion Centre,
Toronto, Ontario, M5K 1A2, Canada.

JAMES A. UNRUH--Director since 1996 (current term expires April, 2004). Member,
Committees on Nominations & Corporate Governance; Member, Investment Committee.
Founding Member, Alerion Capital Group, LLC since 1998. Chairman and Chief
Executive Officer, Unisys Corporation, from 1990 to 1997. Mr. Unruh is also a
director of Moss Software, Inc. Age 59. Address: 751 Broad Street, 21st Floor,
Newark, NJ 07102-3777.

P. ROY VAGELOS, M.D.--Director since 1989 (current term expires April, 2001).
Chairman, Auditing Committee; Member, Executive Committee; Member, Committees on
Nominations & Corporate Governance. Chairman, Regeneron Pharmaceuticals since
1995. Chairman, Advanced Medicines, Inc. since 1997. Chairman, Chief Executive
Officer and President, Merck & Co., Inc. from 1986 to 1995. Dr. Vagelos
originally joined Merck in 1975. Dr. Vagelos is also a director of The Estee
Lauder Companies, Inc. and PepsiCo., Inc. Age 70. Address: One Crossroads Drive,
Building A, 3rd Floor, Bedminster, NJ 07921.

STANLEY C. VAN NESS--Director since 1990 (current term expires April, 2002).
Chairman, Committee on Business Ethics; Member, Executive Committee; Member,
Auditing Committee. Partner, Herbert, Van Ness, Cayci & Goodell (law firm) since
1998. Counselor at Law, Picco Herbert Kennedy (law firm) from 1990 to 1998. Mr.
Van Ness is also a director of Jersey Central Power & Light Company. Age 66.
Address: 22 Chambers Street, Princeton, NJ 08542.

PAUL A. VOLCKER--Director since 1988 (current term expires April, 2004).
Chairman, Committee on Finance & Dividends; Member, Executive Committee; Member,
Committee on Nominations & Corporate Governance. Consultant since 1997. Chairman
and Chief Executive Officer, Wolfensohn & Co., Inc. 1995 to 1996. Chairman,
James D. Wolfensohn, Inc. 1988 to

<PAGE>

1995. Mr. Volcker is also a director of Nestle, S.A,. and as well as a Member of
the Board of Overseers of TIAA-CREF. Age 72. Address: 610 Fifth Avenue, Suite
420, New York, NY 10020.

JOSEPH H. WILLIAMS--Director since 1994 (current term expires April, 2002).
Member, Committee on Finance & Dividends; Member, Investment Committee.
Director, The Williams Companies since 1979. Chairman & Chief Executive Officer,
The Williams Companies from 1979 to 1993. Mr. Williams is also a director of The
Orvis Company, MTC Investors LLC, and AEA Investors, Inc. Age 66. Address: One
Williams Center, Tulsa, OK 74172.

* * *

John Strangfeld is a director of the Fund, and William Healey, Lee Augsburger,
Christopher Sprague, Grace Torres, and Steve Ungerman are officers of the Fund.
Messrs. Strangfeld, Gunia and Healey are officers of Prudential, and Mr.
Augsburger, Mr. Sprague, Ms. Torres, and Mr. Ungerman are employees of
Prudential.

A copy of the Existing Contract is attached hereto as Exhibit B. The Existing
Contract was most recently renewed by the Fund's Board on May 23, 2000. The
Existing Contract was last submitted to a vote of the Fund's shareholders on
April 30, 1999 with respect to the Diversified Conservative Growth Portfolio and
the 20/20 Focus Portfolio, and the reason for that submission was to make the
Existing Contract applicable to those Portfolios.

During calendar year 1999, the Fund paid Prudential $144,825,584 in investment
advisory fees. During calendar year 1999, the Fund paid $104,200 in transfer
agency fees to Prudential Mutual Fund Services LLC, a wholly-owned subsidiary of
PIFM. Finally, during calendar year 1999, the Fund paid $358 to Prudential
Investment Management Services LLC (a wholly-owned subsidiary of Prudential) and
$215 to PIFM with respect to distribution and administration fees, respectively,
for the Fund's Class II shares.

Under the Existing Contract, Prudential manages the Fund's investments and
determines the composition of the assets of each of the Fund's portfolios,
including the purchase, retention, or sale of the securities and cash contained
in the portfolios. Prudential (or a subadviser, under Prudential's supervision)
is responsible for the selection of brokers and dealers to effect all
transactions, and is authorized to pay higher commissions in order to receive
research services. Under the Existing Contract, Prudential performs
administrative services for the Fund and furnishes the Fund with statistical
information concerning its investments. In general, the Fund bears its own
expenses pursuant to the Existing Contract, although Prudential generally pays
the salaries of its employees who provide services to the Fund. For its
services, Prudential is paid as follows:

TOTAL ADVISORY FEES AS %
EXISTING PORTFOLIOS OF AVERAGE NET ASSETS
------------------- ------------------------
Conservative Balanced 0.55
Diversified Bond 0.40
Diversified Conservative Growth 0.75
Equity 0.45
Equity Income 0.40
Flexible Managed 0.60
Global 0.75
Government Income 0.40
High Yield Bond 0.55
Money Market 0.40

<PAGE>

Natural Resources 0.45
Prudential Jennison 0.60
Small Capitalization Stock 0.40
Stock Index 0.35
20/20 Focus 0.75
Zero Coupon Bond 2000 0.40
Zero Coupon Bond 2005 0.40

NEW CONTRACT

Under the New Contract, each Portfolio of the Fund would receive investment
advisory services from Prudential Investments Fund Management LLC (PIFM). PIFM's
address is 100 Mulberry Street, Newark, N.J. 07102-4077. PIFM serves as manager
to almost all of the other investment companies that comprise the Prudential
mutual fund complex. As of April 30, 2000, PIFM managed and/or administered
open-end and closed-end management investment companies with assets of
approximately $76.2 billion. The following table sets out comparable retail
mutual funds for which PIFM serves as investment adviser, and indicates the size
of each such retail fund as well as the rate of PIFM's compensation.

COMPARABLE PIFM- ASSETS OF COMPARABLE ADVISORY FEE FOR
SERIES FUND PORTFOLIO ADVISED RETAIL FUND FUND AS OF 3/31/00 COMPARABLE FUND
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Conservative Balanced Prudential Balanced $1,057,315,083 0.65% to $1 billion
Fund 0.60% thereafter

Diversified Bond Prudential Total $ 279,294,065 0.50%
Return Bond Fund

Diversified Prudential $ 81,079,046 0.75%
Conservative Growth Diversified-Conservative
Growth Fund

Equity Prudential Equity $4,220,247,278 0.50% to $500 million
Fund 0.475% next $500 million
0.45% over $1 billion

Equity Income Prudential Equity $1,500,426,225 0.60% to $500 million
Income Fund 0.50% next $500 million
0.475% next $500 million
0.45% over $1.5 billion

Flexible Managed Prudential Active $ 163,607,304 0.65%
Balanced Fund

Global Prudential World Fund, $ 971,203,042 0.75%
Inc. - Prudential
Global Growth Fund

Government Income Prudential Government $1,092,686,141 0.50% to $3 billion
Income Fund 0.35% over $3 billion

</TABLE>

<PAGE>

COMPARABLE PIFM- ASSETS OF COMPARABLE ADVISORY FEE FOR
SERIES FUND PORTFOLIO ADVISED RETAIL FUND FUND AS OF 3/31/00 COMPARABLE FUND
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
High Yield Prudential High Yield $ 3,328,161,436 0.50% to $250 million
Fund 0.475% next $500 million
0.45% next $750 million
0.425% next $500 million
0.40% next $500 million
0.375% next $500 million
0.35% thereafter

Money Market Command Money Fund $14,010,880,588 0.50% to $500 million
0.425% next $500 million
0.375% next $500 million
0.35% over $1.5 billion

Natural Resources Prudential Natural $ 79,359,186 0.75%
Resources Fund

Prudential Jennison Prudential Jennison $ 7,525,307,562 0.60% to $300 million
Growth Fund 0.575% next $4.7 million
0.550% over $5 billion

Small Capitalization Prudential Small Cap $ 32,156,400 0.30%
Stock Index Fund

Stock Index Prudential Stock $ 2,379,973,475 0.30%
Index Fund

20/20 Focus Prudential 20/20 $ 1,264,969,285 0.75% to $1 billion
Focus Fund 0.70% thereafter

Zero Coupon Bond Government Income $ 1,092,686,141 0.50% to $3 billion
2000 Fund 0.35% over $3 billion

Zero Coupon Bond Government Income $ 1,092,686,141 0.50% to $3 billion
2005 Fund 0.35% over $3 billion

</TABLE>

The New Contract under which PIFM would provide management services to the Fund
is attached as Exhibit A hereto. In brief, the New Contract provides that:

o PIFM will administer the Fund's business affairs and supervise the
Fund's investments. PIFM may engage a sub-adviser for each series,
which will have primary responsibility for determining what
investments the Portfolios will purchase, retain, and sell; and

o PIFM (or the sub-adviser, acting under PIFM's supervision) will select
brokers to effect trades for the Fund, and may pay a higher commission
to a broker that provides bona fide research services; and

o PIFM will pay the salaries and expenses of any employee or officer of
the Fund (other than the fees and expenses of the Fund's independent
directors). Otherwise, the Fund pays its own expenses; and

o For each Portfolio of the Fund, PIFM will charge the same advisory fee
as is currently charged to each such Portfolio by Prudential under the
Existing Contract.

MATTERS CONSIDERED BY THE BOARD

The proposal to present the New Contract to shareholders was approved by
the Board of Directors of the Fund, including all of the independent directors,
on July 6, 2000. The Board received materials relating to the New Contract in
advance of the meeting at which the New

<PAGE>

Contract was considered, and had the opportunity to ask questions and request
further information in connection with such consideration. The Board considered
that the change in advisers from Prudential to PIFM would not have an effect on
the actual personnel who manage the Fund, that fees will not change, and that
the terms of the New Contract were substantially similar to the Existing
Contract. The Board also considered that it was beneficial to conform the
advisory structure of the Existing Portfolios to the advisory structure proposed
for the new Fund Portfolios and already in place for most Prudential mutual
funds.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

4. TO APPROVE NEW SUBADVISORY AGREEMENTS FOR THE FUND.

The Board, including the independent directors, has approved, and recommends
that shareholders of certain Portfolios of the Fund approve, a proposal to adopt
two subadvisory agreements (the Subadvisory Agreements) for certain existing
Portfolios of the Fund. Implementation of these Subadvisory Agreements with PIFM
is contingent on shareholder approval of item 3 above (i.e., approval of PIFM as
investment adviser to the Fund). If approved at the Meeting, the Subadvisory
Agreements will supersede (a) the existing subadvisory agreement between
Prudential and Prudential Investment Corporation (PIC) and (b) the existing
subadvisory agreements between Prudential and Jennison Associates LLC
(Jennison). If PIFM is approved as investment adviser, Prudential will transfer
to PIFM the subadvisory contracts with The Dreyfus Corporation, Franklin
Advisers, Inc. and Pacific Investment Management Company pertaining to the
Diversified Conservative Growth Portfolio.

As mentioned, the Fund has filed a post-effective amendment with the SEC to
create 20 new series. Prudential, as the initial, sole shareholder of these new
portfolios, is expected to approve the Subadvisory Agreements on behalf of the
affected new Portfolios.

The Board is asking for shareholder approval of the Subadvisory Agreements,
as follows:

o SUBADVISORY AGREEMENT BETWEEN PIFM AND PIC. The Board is asking
shareholders of the following, existing Portfolios of the Fund to
approve this Subadvisory Agreement: Conservative Balanced Portfolio,
Diversified Bond Portfolio, Diversified Conservative Growth Portfolio,
Flexible Managed Portfolio, Government Income Portfolio, High Yield
Bond Portfolio, Money Market Portfolio, Zero Coupon Bond 2000
Portfolio, and Zero Coupon Bond 2005 Portfolio.

o SUBADVISORY AGREEMENT BETWEEN PIFM AND JENNISON. The Board is asking
shareholders of the following, existing Portfolios of the Fund to
approve this Subadvisory Agreement: Diversified Conservative Growth
Portfolio, Equity Portfolio, Equity Income Portfolio, Flexible Managed
Portfolio, Global Portfolio, Natural Resources Portfolio, Prudential
Jennison Portfolio, Small Capitalization Stock Portfolio, Stock Index
Portfolio, and 20/20 Focus Portfolio.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

PROPOSAL 4 (A).

PROPOSED SUBADVISORY AGREEMENT BETWEEN PIFM AND PIC

Under an agreement dated December 31, 1984 with Prudential (the 1984 Agreement),
PIC manages some or all of the assets of the Conservative Balanced Portfolio,
Diversified Bond

<PAGE>

Portfolio, Diversified Conservative Growth Portfolio, Flexible Managed
Portfolio, Government Income Portfolio, High Yield Bond Portfolio, Money Market
Portfolio, Zero Coupon Bond 2000 Portfolio, and Zero Coupon Bond 2005 Portfolio.
The 1984 Agreement provides that as compensation for PIC's services, Prudential
will reimburse PIC for its costs and expenses, but it was recently amended to
provide that Prudential will pay PIC (i) for Portfolios other than Small
Capitalization Stock, 50% of the fee that Prudential receives, provided that
such percentage is reduced at each asset breakpoint by 5% for the Money Market
Portfolio and by 2.5% for the other Portfolios; and (ii) for the Small
Capitalization Stock Portfolio, 65% of the fee that Prudential receives,
provided that such percentage is reduced at each asset breakpoint by 2.5%. This
Subadvisory Agreement was last submitted to shareholders on September 29, 1989
with respect to the Global Equity, Government Securities and Zero Coupon Bond
2005 portfolios, and was last renewed by the Fund's Board of Directors on May
23, 2000. During calendar year 1999, Prudential paid PIC $146,283,355 under the
1984 Agreement for PIC's advisory services to the above-referenced Portfolios of
the Fund. The following individuals are both officers of the Fund as well as
officers of PIC: William V. Healey and John R. Strangfeld, Jr.

The proposed subadvisory agreement between PIFM and PIC (the Proposed PIC
Agreement) is attached hereto as Exhibit C. Under the Proposed PIC Agreement,
PIFM will pay to PIC the same fees (as specified in the preceding paragraph) as
Prudential currently pays to PIC.

PIC provides investment advice to a number of SEC-registered investment
companies as well as other pooled investment vehicles. PIC is a wholly-owned
subsidiary of Prudential that is located at 751 Broad Street, Newark, NJ 07102.
The table below sets out comparable retail mutual funds for which PIC serves as
investment subadviser, and indicates the size of each such retail fund. PIC'S
COMPENSATION IS DETERMINED FOR THESE FUNDS ACCORDING TO THE SAME FORMULA
DESCRIBED ABOVE (I.E., GENERALLY 50% OF THE ADVISORY FEE SET OUT IN THE RIGHT
COLUMN BELOW).

COMPARABLE PIC-ADVISED ASSETS OF COMPARABLE ADVISORY FEE FOR
SERIES FUND PORTFOLIO RETAIL FUND FUND AS OF 3/31/00 COMPARABLE FUND
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Conservative Balanced Prudential Balanced $ 1,057,315,083 0.65% to $1 billion
Fund 0.60% thereafter

Diversified Bond Prudential $ 279,294,065 0.50%
Total Return
Bond Fund

Diversified Prudential $ 81,079,046 0.75%
Conservative Growth Diversified-
Conservative Growth
Fund

Flexible Managed Prudential Active $ 163,607,304 0.65%
Balanced Fund

Government Income Prudential $ 1,092,686,141 0.50% to $3 billion
Government Income 0.35% over $3 billion
Fund

High Yield Prudential High $ 3,328,161,436 0.50% to $250 million
Yield Fund 0.475% next $500 million
0.45% next $750 million
0.425% next $500 million
0.40% next $500 million
0.375% next $500 million
0.35% thereafter

</TABLE>

<PAGE>

COMPARABLE PIC-ADVISED ASSETS OF COMPARABLE ADVISORY FEE FOR
SERIES FUND PORTFOLIO RETAIL FUND FUND AS OF 3/31/00 COMPARABLE FUND
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Money Market Command Money Fund $14,010,880,588 0.50% to $500 million
0.425% next $500 million
0.375% next $500 million
0.35% over $1.5 billion

Zero Coupon Bond 2000 Government Income $ 1,092,686,141 0.50% to $3 billion
Fund 0.35% over $3 billion

Zero Coupon Bond 2005 Government Income $ 1,092,686,141 0.50% to $3 billion
Fund 0.35% over $3 billion

</TABLE>

The Proposed PIC Agreement, in brief, provides that:

o PIFM GENERALLY WILL PAY PIC ONE-HALF OF THE INVESTMENT MANAGEMENT FEE
THAT PIFM RECEIVES FROM THE FUND WITH RESPECT TO THE PORTION OF EACH
PORTFOLIO MANAGED BY PIC. THIS IS THE SAME ARRANGEMENT THAT PRUDENTIAL
CURRENTLY HAS WITH PIC.

o PIC will manage the pertinent Portfolios' investments and otherwise
determine what investments each such Portfolio will purchase, retain,
and sell.

o PIC will select brokers to effect trades for the pertinent Portfolio
and may pay a higher commission to a broker that provides bona fide
research services.

o PIC will maintain certain books and records on behalf of the pertinent
Portfolio.

MATTERS CONSIDERED BY THE BOARD

The proposal to present the Proposed PIC Agreement to shareholders was
approved by the Board of Directors of the Fund, and all of the independent
directors, on July 6, 2000. The Board received materials relating to the
Proposed PIC Agreement in advance of the meeting at which the Proposed PIC
Agreement was considered, and had the opportunity to ask questions and request
further information in connection with such consideration. The Board considered
that the Proposed PIC Agreement would not have an effect on the actual personnel
who manage the Fund, that fees will not change, and that the terms of the
Proposed PIC Agreement were substantially similar to the existing 1984
Agreement. The Board also considered that it was beneficial to conform the
advisory structure of the Existing Portfolios to the advisory structure proposed
for the new Fund Portfolios and already in place for most Prudential mutual
funds.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

<PAGE>

PROPOSAL 4(B)

PROPOSED SUBADVISORY AGREEMENT BETWEEN PIFM AND JENNISON

Under an agreement dated April 27, 1995 (the 1995 Agreement) among the Fund,
Prudential, and Jennison, Jennison currently manages all of the assets of the
Growth Stock Portfolio (now Prudential Jennison Portfolio). The 1995 Agreement
provides that as compensation for Jennison's services, Prudential will pay
Jennison a fee equal, on an annualized basis, to the following:

0.75% on the first $10,000,000 of the Portfolio's average daily net assets

0.50% on the next $30,000,000 of the Portfolio's average daily net assets

0.35% on the next $25,000,000 of the Portfolio's average daily net assets

0.25% on the next $335,000,000 of the Portfolio's average daily net assets

0.22% on the next $600,000,000 of the Portfolio's average daily net assets

0.20% on the balance of the Portfolio's average daily net assets

Under an agreement dated May 1, 1999 (the 1999 Agreement) among the Fund,
Prudential, and Jennison, Jennison currently manages some or all of the assets
of the Diversified Conservative Growth Portfolio and the 20/20 Focus Portfolio.
The 1999 Agreement provides that as compensation for Jennison's services,
Prudential will pay Jennison a fee equal, on an annualized basis, to the
following:

o for the 20/20 Focus Portfolio, 0.30 of 1% of the first $300 million of
average daily net assets and 0.25 of 1% on the balance of the 20/20
Focus Portfolio's average daily net assets; and

o for the Diversified Conservative Growth Portfolio, 0.30 of 1% of the
first $300 million of average daily net assets and 0.25 of 1% on the
balance of the Diversified Conservative Growth Portfolio's average
daily net assets managed by Jennison.

The 1999 Agreement was last submitted to shareholders on April 30, 1999, and was
last renewed by the Fund's Board of Directors on May 23, 2000. During calendar
year 1999, Prudential paid Jennison $56,519 under the 1999 Agreement for
Jennison's advisory services to the 20/20 Focus Portfolio and Diversified
Conservative Growth Portfolio of the Fund. There are no individuals who are both
officers of the Fund as well as officers of Jennison.

The proposed subadvisory agreement between PIFM and Jennison (the Proposed
Jennison Agreement) is attached hereto as Exhibit D. The Proposed Jennison
Agreement consists of the two contracts appearing in Exhibit D. Under the
Proposed Jennison Agreement, Jennison would provide subadvisory services to the
following existing portfolios of the Fund: Conservative Balanced Portfolio,
Diversified Conservative Growth Portfolio, Equity Portfolio, Equity Income
Portfolio, Flexible Managed Portfolio, Global Portfolio, Natural Resources
Portfolio, Prudential Jennison Portfolio, Small Capitalization Stock Portfolio,
Stock Index Portfolio, and 20/20 Focus Portfolio.

It should be noted that for certain of these portfolios (i.e., Conservative
Balanced Portfolio, Equity Portfolio, Equity Income Portfolio, Flexible Managed
Portfolio, Global Portfolio, Natural Resources Portfolio, Small Capitalization
Stock Portfolio, and Stock Index Portfolio) Jennison's service as subadviser
will be new, whereas for the other Portfolios (i.e., Diversified Conservative
Growth, Prudential Jennison, and 20/20 Focus), Jennison has been providing
subadvisory services for several years. With respect to the former portfolios,
Jennison is undertaking

<PAGE>

subadvisory duties that historically have been performed by PIC, and will begin
that service under the proposed Jennison Agreement with respect to a given
Portfolio on the date that the portfolio manager and administrative systems
transfer from PIC to Jennison. This is part of a broader organizational
transition, under which Prudential is transferring the equity management of its
mutual funds from PIC to Jennison.

This organizational transition is occurring incrementally during the remainder
of 2000. Thus, the shift of subadvisory responsibility for certain Fund
Portfolios (e.g., Small Capitalization Stock) and certain Prudential retail
funds may occur after the date of this Proxy Statement (but before December 31,
2000).

Jennison, a subsidiary of PIC, has provided investment advice to a number of
SEC-registered investment companies and other pooled investment vehicles since
1990. Jennison is located at 466 Lexington Avenue, New York, NY 10017. The table
below sets out comparable retail mutual funds for which Jennison serves (or will
serve) as investment subadviser, and indicates the size of each such retail
fund. For the Prudential Balanced Fund, Prudential Equity Fund, Prudential
Income Fund, Prudential Active Balanced Fund, Prudential World Fund. Inc. --
Prudential Global Growth Fund, Prudential Natural Resources Fund, Prudential
Small Cap Index Fund, and Prudential Stock Index Fund, Jennison's Subadvisory
Fee generally will equal one-half of the rate depicted in the right-hand column
below. For the Prudential 20/20 Focus Fund, the right-hand column depicts
Jennison's actual subadvisory fee.

COMPARABLE JENNISON- ASSETS OF COMPARABLE ADVISORY FEE FOR
SERIES FUND PORTFOLIO ADVISED RETAIL FUND FUND AS OF 3/31/00 COMPARABLE FUND
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Conservative Balanced Prudential Balanced $ 1,057,315,083 0.65% to $1 billion
Fund 0.60% thereafter

Diversified Prudential $ 81,079,046 0.75%
Conservative Growth Diversified-Conservative
Growth Fund

Equity Prudential Equity $ 4,220,247,278 0.50% to $500 million
Fund 0.475% next $500 million
0.45% over $1 billion

Equity Income Prudential Equity $ 1,500,426,225 0.60% to $500 million
Income Fund 0.50% next $500 million
0.475% next $500 million
0.45% over $1.5 billion

Flexible Managed Prudential Active $ 163,607,304 0.65%
Balanced Fund

Global Prudential World Fund, $ 971,203,042 0.75%
Inc., - Prudential Global
Growth Fund

Natural Resources Prudential Natural $ 79,359,186 0.75%
Resources Fund

Prudential Jennison Prudential Jennison $ 7,525,307,562 0.60% to $300 million
Growth Fund 0.575% next $4.7 billion
0.550% over $5 billion

Small Capitalization Prudential Small Cap $ 32,156,400 0.30%
Stock Index Fund

</TABLE>

<PAGE>

COMPARABLE JENNISON- ASSETS OF COMPARABLE ADVISORY FEE FOR
SERIES FUND PORTFOLIO ADVISED RETAIL FUND FUND AS OF 3/31/00 COMPARABLE FUND
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stock Index Prudential Stock $ 2,379,973,475 0.30%
Index Fund

20/20 Focus Prudential 20/20 $ 1,264,969,285 0.30% to $300 million
Focus Fund 0.25% thereafter

</TABLE>

The Proposed Jennison Agreement, in brief, provides that:

o FOR THE DIVERSIFIED CONSERVATIVE GROWTH PORTFOLIO, THE PRUDENTIAL
JENNISON PORTFOLIO, AND 20/20 FOCUS PORTFOLIO, PIFM WILL PAY JENNISON
THE SAME SUBADVISORY FEE THAT PRUDENTIAL CURRENTLY PAYS TO JENNISON.

O WHERE JENNISON IS THE PRIMARY SUBADVISER TO A PORTFOLIO (I.E., EQUITY
PORTFOLIO, EQUITY INCOME PORTFOLIO, GLOBAL PORTFOLIO, NATURAL
RESOURCES PORTFOLIO, SMALL CAPITALIZATION STOCK PORTFOLIO, AND STOCK
INDEX PORTFOLIO), PIFM WILL PAY JENNISON (I) GENERALLY 50% OF THE FEE
THAT PIFM RECEIVES (FOR THE PORTFOLIOS OTHER THAN SMALL CAPITALIZATION
STOCK) AND (II) GENERALLY 65% OF THE FEE THAT PIFM RECEIVES FOR THE
SMALL CAPITALIZATION STOCK PORTFOLIO. THIS IS THE SAME FEE ARRANGEMENT
FOR THESE PORTFOLIOS AS CURRENTLY EXISTS BETWEEN PRUDENTIAL AND PIC.

O WHERE ONLY PIC AND JENNISON ARE SUBADVISERS TO A FUND PORTFOLIO (I.E.,
CONSERVATIVE BALANCED PORTFOLIO, FLEXIBLE MANAGED PORTFOLIO), PIFM
GENERALLY WILL PAY JENNISON ONE-HALF OF THE ADVISORY FEE THAT PIFM
RECEIVES FROM THE FUND WITH RESPECT TO THE PORTION OF THE PERTINENT
PORTFOLIO'S ASSETS MANAGED BY JENNISON. THIS IS THE SAME TYPE OF FEE
ARRANGEMENT FOR THESE PORTFOLIOS AS CURRENTLY EXISTS BETWEEN
PRUDENTIAL AND PIC.

o Jennison will provide day-to-day management of the pertinent Portfolio
investments and otherwise determine what investments each such
Portfolio will purchase, retain, and sell.

o Jennison will select brokers to effect trades for those Portfolios,
and may pay a higher commission to a broker that provides bona fide
research services.

o Jennison will maintain certain books and records on behalf of the
pertinent Portfolios.

MATTERS CONSIDERED BY THE BOARD

The proposal to present the Proposed Jennison Agreement to shareholders was
approved by the Board of Directors of the Fund, and all of the independent
directors, on July 6, 2000. The Board received materials relating to the
Proposed Jennison Agreement in advance of the meeting at which the Proposed
Jennison Agreement was considered, and had the opportunity to ask questions and
request further information in connection with such consideration. The Board
considered that the fees to be paid to Jennison are substantially the same as
the existing fee arrangement. The Board also considered that it was beneficial
to conform the advisory structure of the Existing Portfolios to the advisory
structure for the new Fund Portfolios and already in place for most Prudential
mutual funds.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

<PAGE>

5. TO AMEND CERTAIN FUNDAMENTAL INVESTMENT POLICIES OF THE FUND.

The Board of Directors has approved, and recommends that shareholders of
the Fund approve, the amendment of certain fundamental investment policies of
the Fund.

The 1940 Act requires a mutual fund to indicate, in its registration statement,
its policy with respect to each of the following:

o issuing senior securities

o borrowing money, including the purpose for which the proceeds will be
used

o underwriting securities of other issuers

o concentrating investments in a particular industry or group of
industries

o purchasing or selling real estate or commodities

o making loans

In addition to those items, a fund is free to designate, as fundamental,
investment policies concerning other investment practices. The Fund's Statement
of Additional Information (SAI) currently sets out fundamental policies with
regard to the specific practices listed above. As discussed below, the Board
recommends that certain of those policies be amended to afford more flexibility,
and conform to the counterpart policies of the Prudential retail mutual funds.

A detailed analysis of the changes recommended by the Board follows (the numbers
set out below correspond to the numbering of the current fundamental investment
policies, which are set out in each item below, in the Fund's SAI):

1. None of the Portfolios will buy or sell real estate and mortgages, although
the Portfolios may buy and sell securities that are secured by real estate and
securities of real estate investment trusts and of other issuers that engage in
real estate operation. Buy or sell commodities or commodities contracts, except
that the Diversified Stock, Balanced, and Specialized Portfolios may purchase
and sell stock index futures contracts and related options; the Fixed Income
Portfolios (other than the Money Market and Zero Coupon Bond Portfolios), the
Global Portfolio, and the Balanced Portfolios may purchase and sell interest
rate futures contracts and related options; and all Portfolios (other than the
Money Market, Government Income, Zero Coupon Bond, and Small Capitalization
Stock Portfolios) may purchase and sell foreign currency futures contracts and
related options and forward foreign currency exchange contracts.

RECOMMENDATION: The Fund's policies in this regard are substantially similar to
those of recently-introduced Prudential retail mutual funds. However, the fact
that the current fundamental policy names specific Fund Portfolios makes the
fundamental policy impractical with regard to new Portfolios that the Fund may
add from time to time. For this reason, the Board recommends that in lieu of the
current fundamental policy, shareholders approve the following two fundamental
policies, which are substantially identical to fundamental policies governing
recently-introduced Prudential retail funds:

"None of the Portfolios will buy or sell real estate or interests in real
estate, except that a Portfolio may, consistent with its investment style,
purchase and sell securities which are secured by real estate, securities which
invest or deal in real estate, and publicly-traded securities of real estate
investment trusts"; and

"None of the Portfolios will buy or sell commodities or commodity contracts,
except that a Portfolio may, consistent with its investment style, purchase and
sell financial futures contracts and options thereon, and forward foreign
currency exchange contracts."

<PAGE>

3. None of the Portfolios will acquire securities for the purpose of exercising
control or management of any company except in connection with a merger,
consolidation, acquisition or reorganization.

RECOMMENDATION: The 1940 Act does not require a fund to adopt a fundamental
policy concerning controlling investments in other issuers, and current
Prudential retail funds have been eliminating this restriction. Accordingly, the
Board recommends that the Fund also eliminate this fundamental investment
policy.

5. None of the Portfolios will purchase securities on margin or otherwise borrow
money or issue senior securities except that the Diversified Bond, Diversified
Conservative Growth, High Yield Bond and Government Income Portfolios, as well
as the fixed income portions of the Balanced Portfolios, may enter into reverse
repurchase agreements, dollar rolls and may purchase securities on a when-issued
and delayed delivery basis; except that the Money Market Portfolio and the money
market portion of any Portfolio may enter into reverse repurchase agreements and
may purchase securities on a when-issued and delayed delivery basis; and except
that the Equity, Prudential Jennison, 20/20 Focus, Small Capitalization Stock,
Equity Income, Natural Resources and Global Portfolios may purchase securities
on a when-issued or a delayed delivery basis. The Fund may also obtain such
short-term credit as it needs for the clearance of securities transactions and
may borrow from a bank for the account of any Portfolio as a temporary measure
to facilitate redemptions (but not for leveraging or investment) or to exercise
an option, an amount that does not exceed 5% of the value of the Portfolio's
total assets (including the amount owed as a result of the borrowing) at the
time the borrowing is made. Interest paid on borrowings will not be available
for investment. Collateral arrangements with respect to futures contracts and
options thereon and forward foreign currency exchange contracts (as permitted by
restriction no. 1) are not deemed to be the issuance of a senior security or the
purchase of a security on margin. Collateral arrangements with respect to the
writing of the following options by the following Portfolios are not deemed to
be the issuance of a senior security or the purchase of a security on margin:
Diversified Stock and Specialized Portfolios other than the Stock Index
Portfolio (options on equity securities, stock indexes, foreign currencies) and
the Small Capitalization Stock Portfolio (options on equity securities, stock
indexes); the Diversified Conservative Growth and the Balanced Portfolios
(options on debt securities, equity securities, stock indexes, foreign
currencies); Diversified Bond and High Yield Bond Portfolios (options on debt
securities, foreign currencies); Government Income Portfolio (options on debt
securities); 20/20 Focus Portfolio (options on stock indexes). Collateral
arrangements entered into by the Fixed Income Portfolios (other than the Money
Market and Zero Coupon Bond Portfolios), Diversified Conservative Growth
Portfolio and the Balanced Portfolios with respect to interest rate swap
agreements are not deemed to be the issuance of a senior security or the
purchase of a security on margin.

RECOMMENDATION: The 1940 Act allows a registered open-end investment company to
borrow from bank, provided that immediately after such borrowing, there is an
asset coverage of at least 300% for all the company's borrowings. Reflecting
this standard, current Prudential retail fund registration statements permit a
fund to 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. Current retail fund registration statements also
recite, as required by the 1940 Act, the Fund's policy regarding the issuance of
senior securities. For the same reasons that were articulated in section 1
above, the Board recommends that shareholders delete this restriction, and in
its place substitute what appears immediately below.

<PAGE>

"None of the Portfolios will purchase securities on margin (but a Portfolio may
obtain such short-term credits as may be necessary for the clearance of
transactions); provided that the deposit or payment by a Portfolio of initial or
maintenance margin in connection with otherwise permissible futures or options
is not considered the purchase of a security on margin;" and

"None of the Portfolios will issue senior securities, borrow money or pledge its
assets, except that a Portfolio 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. A Portfolio 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 are not deemed to be a pledge of assets
subject to this restriction."

8. None of the Portfolios will lend money, except that loans of up to 10% of the
value of each Portfolio may be made through the purchase of privately placed
bonds, debentures, notes, and other evidences of indebtedness of a character
customarily acquired by institutional investors that may or may not be
convertible into stock or accompanied by warrants or rights to acquire stock.
Repurchase agreements and the purchase of publicly traded debt obligations are
not considered to be "loans" for this purpose and may be entered into or
purchased by a Portfolio in accordance with its investment objectives and
policies.

RECOMMENDATION: To bring the Fund into parity with the comparable fundamental
policy of the Prudential retail funds, the Board proposes that the
above-referenced fundamental policy be replaced with the following:

"None of the Portfolios will make loans, except through (a) repurchase
agreements and (b) loans of portfolio securities limited to 33 1/3% of a
Portfolio's total assets."

9. None of the Portfolios will underwrite the securities of other issuers,
except where the Fund may be deemed to be an underwriter for purposes of certain
federal securities laws in connection with the disposition of Portfolio
securities and with loans that a Portfolio may make pursuant to item 8 above.

RECOMMENDATION: This fundamental objective is substantially similar to that of
the Prudential retail funds. Nonetheless, to facilitate consistent
interpretation of this fundamental objective across the entire Prudential mutual
fund complex, the Board recommends that shareholders approve the following as a
fundamental policy to replace the Fund's current policy on this issue:

"None of the Portfolios will 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."

10. None of the Portfolios will make an investment unless, when considering all
its other investments, 75% of the value of a Portfolio's assets would consist of
cash, cash items, obligations of the United States Government, its agencies or
instrumentalities, and other securities. For purposes of this restriction,
"other securities" are limited for each issuer to not more than 5% of the value
of a Portfolio's assets and to not more than 10% of the issuer's outstanding
voting securities held by the Fund as a whole. Some uncertainty exists as to
whether certain of the types of bank obligations in which a Portfolio may
invest, such as

<PAGE>

certificates of deposit and bankers' acceptances, should be classified as "cash
items" rather than "other securities" for purposes of this restriction, which is
a diversification requirement under the 1940 Act. Interpreting most bank
obligations as "other securities" limits the amount a Portfolio may invest in
the obligations of any one bank to 5% of its total assets. If there is an
authoritative decision that any of these obligations are not "securities" for
purposes of this diversification test, this limitation would not apply to the
purchase of such obligations.

RECOMMENDATION: The numerical test set out in the first part of this fundamental
policy paraphrases the diversification standard under the 1940 Act for mutual
funds. The latter part of this policy discusses an interpretive issue concerning
this standard. Under the 1940 Act, the Fund is required to recite in its
registration statement its status as a diversified management investment
company, and may change this sub-classification only if approved by a majority
vote of shareholders. The Board recommends deletion of this fundamental policy
because to maintain a fundamental investment policy on this issue is redundant.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

6. AMENDMENT OF THE FUND'S BY-LAWS TO ELIMINATE PROVISIONS REGARDING FUNDAMENTAL
INVESTMENT POLICIES.

Article XIV of the Fund's By-Laws currently sets forth a number of fundamental
investment policies to which the Fund must adhere. Article XIV may be amended
only by majority vote of the Fund's outstanding shares.

Neither the 1940 Act nor Maryland Corporation law requires such provisions to be
included in a mutual fund's By-Laws. Accordingly, the Board has recommended that
Fund shareholders vote to repeal Article XIV of the Fund's By-Laws. If
shareholders approve this proposal, the Fund's fundamental investment
restrictions would be set forth only in its SEC registration statement, which
would be consistent with industry practice. If approved, this would mean that
any future change to the Fund's fundamental policies could be accomplished
without having to amend Article XIV of the By-Laws--because that provision will
have been repealed.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

7. SERIES FUND EQUITY INCOME PORTFOLIO: PROPOSED CHANGE OF FUNDAMENTAL
INVESTMENT OBJECTIVE.

The Equity Income Portfolio's current investment objective is to seek both
current income and capital appreciation. To achieve this objective, the Equity
Income Portfolio seeks investments whose price will increase as well as pay
dividends above those of the S&P 500 Index. The Portfolio normally invests at
least 65% of its assets in equity and equity-related securities. Up to 35% of
the Portfolio's total assets may be invested in other debt obligations,
including non-convertible preferred stock. Up to 30% of the Portfolio's total
assets may be invested in foreign securities. The Portfolio is permitted to
invest up to 35% of its total assets in money market instruments.

At a special Board meeting held on May 2, 2000, the Fund's Board approved a
recommendation of the adviser that the Equity Income Portfolio change its
investment emphasis to a "large capitalization value" approach in order to
increase the prospects for enhanced performance. To

<PAGE>

facilitate that change, the Board agreed to recommend to shareholders that the
Portfolio's fundamental objective of seeking current income be eliminated. If
the Portfolio's shareholders approve this change, the Equity Income Portfolio
would be re-named the "Prudential Value Portfolio."

The Board recommends that shareholders of the Equity Income Portfolio amend the
Portfolio's fundamental investment objective to provide as follows:

"The Prudential Value Portfolio's investment objective is to seek capital
appreciation. It will seek to achieve this objective by focusing on undervalued
stocks--those stocks that are trading below their underlying asset value, cash
generating ability and overall earnings and earnings growth."

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the contrary
will be voted on such matters in accordance with the judgment of the persons
therein designated.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed on
behalf of the Fund by Prudential or a sub-adviser pursuant to authority
contained in the Fund's management contract.

Prudential or a sub-adviser may place agency transactions with Prudential
Securities Incorporated (PSI), a wholly-owned subsidiary of Prudential, if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services.

The brokerage commissions paid to PSI by each Portfolio of the Fund for the
fiscal year ended December 31, 1999 are listed in the following table:

% OF AGGREGATE
BROKERAGE COMMISSIONS
PORTFOLIO COMMISSIONS PAID PAID TO PSI
--------------------------------------------------------------------------------
Conservative Balanced $ 2,600 .93%
Equity $ 319,224 12.75%
Equity Income $ 69,381 3.96%
Flexible Managed $ 10,257 1.31%
Natural Resources $ 3,431 .73%
Prudential Jennison $ 188,075 10.20%

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

The Fund does not hold annual shareholder meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent shareholder
meeting should send their written proposals to the Secretary of the Fund.

<PAGE>

EXHIBIT A

THE PRUDENTIAL SERIES FUND, INC.

MANAGEMENT AGREEMENT

Agreement made this 11th day of August, 2000, between The Prudential Series
Fund, Inc., a Maryland Corporation, (the Fund), and Prudential Investments Fund
Management LLC, a New York limited liability company (the Manager).

W I T N E S S E T H

WHEREAS, the Fund is a diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the 1940 Act);
and

WHEREAS, the Fund desires to retain the Manager to render or contract to
obtain as hereinafter provided investment advisory services to the Fund and the
Fund also desires to avail itself of the facilities available to the Manager
with respect to the administration of its day to day business affairs, and the
Manager is willing to render such investment advisory and administrative
services;

NOW, THEREFORE, the parties agree as follows:

1. The Fund hereby appoints the Manager to act as manager of each series of
the Fund and as administrator of its business affairs for the period and on the
terms set forth in this Agreement. The Manager accepts such appointment and
agrees to render the services herein described, for the compensation herein
provided. The Manager is authorized to enter into a subadvisory agreement with
The Prudential Investment Corporation, Jennison Associates LLC, or a sub-adviser
not affiliated with Prudential (each, a Subadvisor) pursuant to which such
Subadvisor shall furnish to the Fund the investment advisory services in
connection with the management of the Fund (each, a Subadvisory Agreement). The
Manager will continue to have responsibility for all investment advisory
services furnished pursuant to any Subadvisory Agreement.

2. Subject to the supervision of the Board of Directors of the Fund, the
Manager shall administer the Fund's business affairs and, in connection
therewith, shall furnish the Fund with office facilities and with clerical,
bookkeeping and recordkeeping services at such office facilities and, subject to
Section 1 hereof and any Subadvisory Agreement, the Manager shall manage the
investment operations of the Fund and the composition of the Fund's portfolio
investments, including the purchase, retention and disposition thereof, in
accordance with the Fund's investment objectives, policies and restrictions as
stated in the Fund's SEC registration statement, and subject to the following
understandings:

(a) The Manager (or a Subadvisor under the Manager's supervision)
shall provide supervision of the Fund's investments, and shall determine
from time to time what investments or securities will be purchased,
retained, sold or loaned by the Fund, and what portion of the assets will
be invested or held uninvested as cash.

(b) The Manager, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Articles of
Incorporation and By-Laws of the Fund and the Fund's SEC registration
statement and with the instructions and directions of the Board of
Directors of the Fund, and will conform to and comply with the requirements
of the 1940 Act and all other applicable federal and state laws and

<PAGE>

regulations. In connection therewith, the Manager shall, among other
things, prepare and file (or cause to be prepared and filed) such reports
as are, or may in the future be, required by the Securities and Exchange
Commission.

(c) The Manager (or the Subadvisor under the Manager's supervision)
shall determine the securities and futures contracts to be purchased or
sold by the Fund and will place orders pursuant to its determinations with
or through such persons, brokers, dealers or futures commission merchants
(including but not limited to Prudential Securities Incorporated) in
conformity with the policy with respect to brokerage as set forth in the
Fund's SEC Registration Statement or as the Board of Directors may direct
from time to time. In providing the Fund with investment supervision, it is
recognized that the Manager (or the Subadvisor under the Manager's
supervision) will give primary consideration to securing the most favorable
price and efficient execution. Consistent with this policy, the Manager (or
Subadvisor under the Manager's supervision) may consider the financial
responsibility, research and investment information and other services
provided by brokers, dealers or futures commission merchants who may effect
or be a party to any such transaction or other transactions to which other
clients of the Manager (or Subadvisor) may be a party. It is understood
that Prudential Securities Incorporated may be used as principal broker for
securities transactions but that no formula has been adopted for allocation
of the Fund's investment transaction business. It is also understood that
it is desirable for the Fund that the Manager (or Subadvisor) have access
to supplemental investment and market research and security and economic
analysis provided by brokers or futures commission merchants, and that such
brokers or FCMs may execute brokerage transactions at a higher cost to the
Fund than may result when allocating brokerage to other brokers or futures
commission merchants on the basis of seeking the most favorable price and
efficient execution. Therefore, the Manager (or the Subadvisor under the
Manager's supervision) is authorized to pay higher brokerage commissions
for the purchase and sale of securities and futures contracts for the Fund
to brokers or futures commission merchants who provide such research and
analysis, subject to review by the Fund's Board of Directors from time to
time with respect to the extent and continuation of this practice. It is
understood that the services provided by such broker or futures commission
merchant may be useful to the Manager (or the Subadvisor) in connection
with its services to other clients.

On occasions when the Manager (or a Subadvisor under the Manager's
supervision) deems the purchase or sale of a security or a futures contract
to be in the best interest of the Fund as well as other clients of the
Manager (or the Subadvisor) the Manager (or Subadvisor), to the extent
permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities or futures contracts to be so sold
or purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the
securities or futures contracts so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Manager (or the
Subadvisor) in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other
clients.

(d) The Manager (or the Subadvisor under the Manager's supervision)
shall maintain all books and records with respect to the Fund's portfolio
transactions and shall

<PAGE>

render to the Fund's Board of Directors such periodic and special reports
as the Board may reasonably request.

(e) The Manager (or the Subadvisor under the Manager's supervision)
shall be responsible for the financial and accounting records to be
maintained by the Fund (including those being maintained by the Fund's
Custodian).

(f) The Manager (or the Subadvisor under the Manager's supervision)
shall provide the Fund's Custodian on each business day information
relating to all transactions concerning the Fund's assets.

(g) The investment management services of the Manager to the Fund
under this Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar services to others.

(h) The Manager shall make reasonably available its employees and
officers for consultation with any of the Directors or officers or
employees of the Fund with respect to any matter discussed herein,
including, without limitation, the valuation of the Fund's securities.

3. The Fund has delivered to the Manager copies of each of the following
documents and will deliver to it all future amendments and supplements, if any:

(a) Articles of Incorporation;

(b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof
and as amended from time to time, are herein called the "By-Laws");

(c) Certified resolutions of the Board of Directors of the Fund
authorizing the appointment of the Manager and approving the form of this
agreement;

(d) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-1A (the Registration Statement), as filed
with the Securities and Exchange Commission (the Commission) relating to
the Fund and its shares of beneficial interest and all amendments thereto;
and

(e) Prospectus and Statement of Additional Information of the Fund.

4. The Manager shall authorize and permit any of its officers and employees
who may be elected as Directors or officers of the Fund to serve in the
capacities in which they are elected. All services to be furnished by the
Manager under this Agreement may be furnished through the medium of any such
officers or employees of the Manager.

5. The Manager shall keep the Fund's books and records required to be
maintained by it pursuant to paragraph 2 hereof. The Manager agrees that all
records which it maintains for the Fund are the property of the Fund, and it
will surrender promptly to the Fund any such records upon the Fund's request,
provided however that the Manager may retain a copy of such records. The Manager
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any such records as are required to be maintained by the Manager
pursuant to Paragraph 2 hereof.

6. During the term of this Agreement, the Manager shall pay the following
expenses:

(i) the salaries and expenses of all employees of the Fund and the
Manager, except the fees and expenses of Directors who are not affiliated
persons of the Manager or the Fund's investment adviser,

<PAGE>

(ii) all expenses incurred by the Manager in connection with managing
the ordinary course of the Fund's business, other than those assumed by the
Fund herein, and

(iii) the costs and expenses payable to a Subadvisor pursuant to a
Subadvisory Agreement.

The Fund assumes and will pay the expenses described below:

(a) the fees and expenses incurred by the Fund in connection with
the management of the investment and reinvestment of the Fund's
assets,

(b) the fees and expenses of Fund Directors who are not
"interested persons" of the Fund within the meaning of the 1940 Act,

(c) the fees and expenses of the Custodian that relate to (i) the
custodial function and the recordkeeping connected therewith, (ii)
preparing and maintaining the general accounting records of the Fund
and the provision of any such records to the Manager useful to the
Manager in connection with the Manager's responsibility for the
accounting records of the Fund pursuant to Section 31 of the 1940 Act
and the rules promulgated thereunder, (iii) the pricing or valuation
of the shares of the Fund, including the cost of any pricing or
valuation service or services which may be retained pursuant to the
authorization of the Board of Directors of the Fund, and (iv) for both
mail and wire orders, the cashiering function in connection with the
issuance and redemption of the Fund's securities,

(d) the fees and expenses of the Fund's Transfer and Dividend
Disbursing Agent that relate to the maintenance of each shareholder
account,

(e) the charges and expenses of legal counsel and independent
accountants for the Fund,

(f) brokers' commissions and any issue or transfer taxes
chargeable to the Fund in connection with its securities and futures
transactions,

(g) all taxes and corporate fees payable by the Fund to federal,
state or other governmental agencies,

(h) the fees of any trade associations of which the Fund may be a
member,

(i) the cost of share certificates representing, and/or
non-negotiable share deposit receipts evidencing, shares of the Fund,

(j) the cost of fidelity, directors' and officers' and errors and
omissions insurance,

(k) the fees and expenses involved in registering and maintaining
registration of the Fund and of its shares with the Securities and
Exchange Commission, and paying notice filing fees under state
securities laws, including the preparation and printing of the Fund's
registration statements and the Fund's prospectuses and statements of
additional information for filing under federal and state securities
laws for such purposes,

(l) allocable communications expenses with respect to investor
services and all expenses of shareholders' and Directors' meetings and
of preparing, printing and mailing reports and notices to shareholders
in the amount necessary for distribution to the shareholders,

<PAGE>

(m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the
Fund's business, and

(n) any expenses assumed by the Fund pursuant to a Distribution
and Service Plan adopted in a manner that is consistent with Rule
12b-1 under the 1940 Act.

7. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to the Manager as full compensation therefor a fee
at the annual rates indicated below with respect to the average daily net assets
of each series of the Fund. This fee will be computed daily, and will be paid to
the Manager monthly.

TOTAL ADVISORY FEES AS
PORTFOLIO % OF AVERAGE NET ASSETS
--------- -----------------------
Conservative Balanced .............................. 0.55
Diversified Bond ................................... 0.40
Diversified Conservative Growth .................... 0.75
Equity ............................................. 0.45
Equity Income ...................................... 0.40
Flexible Managed ................................... 0.60
Global ............................................. 0.75
Government Income .................................. 0.40
High Yield Bond .................................... 0.55
Money Market ....................................... 0.40
Natural Resources .................................. 0.45
Prudential Jennison ................................ 0.60
Small Capitalization Stock ......................... 0.40
SP Aggressive Growth Asset Allocation Portfolio .... 0.84
SP AIM Aggressive Growth Portfolio ................. 0.95
SP AIM Growth and Income Portfolio ................. 0.85
SP Alliance Large Cap Growth Portfolio ............. 0.90
SP Alliance Technology Portfolio ................... 1.15
SP Balanced Asset Allocation Portfolio ............. 0.75
SP Conservative Asset Allocation Portfolio ......... 0.71
SP Davis Value Portfolio ........................... 0.75
SP Deutsche International Equity Portfolio ......... 0.90
SP Growth Asset Allocation Portfolio ............... 0.80
SP INVESCO Small Company Growth Portfolio .......... 0.95
SP Jennison International Growth Portfolio ......... 0.85
SP Large Cap Value Portfolio ....................... 0.80
SP MFS Capital Opportunities Portfolio ............. 0.75
SP MFS Mid Cap Growth Portfolio .................... 0.80
SP PIMCO High Yield Portfolio ...................... 0.60
SP PIMCO Total Return Portfolio .................... 0.60
SP Prudential U.S. Emerging Growth Portfolio ....... 0.60
SP Small/Mid Cap Value Portfolio ................... 0.90
SP Strategic Partners Focused Growth Portfolio ..... 0.90
Stock Index ........................................ 0.35
20/20 Focus ........................................ 0.75
Zero Coupon Bond 2000 .............................. 0.40
Zero Coupon Bond 2005 .............................. 0.40

<PAGE>

If in any fiscal year, the aggregate annual ordinary operating expenses of any
Fund series (other than the Global Portfolio, the Diversified Conservative
Growth Portfolio, the 20/20 Focus Portfolio, or any of the Strategic Partners
("SP") series), including the investment management fee but excluding interest,
taxes, and brokerage commissions, exceed 0.75% of the series' net assets, the
Manager will waive that portion of the investment management fee for the
Portfolio for that fiscal year that is equal to the excess. With respect to Fund
series other than the SP series, Manager's performance under this Agreement is
contingent upon approval of this Agreement at the September 29, 2000 meeting of
shareholders of such series.

8. The Manager shall not be liable for any error of judgment or for any
loss suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.

9. This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the 1940 Act;
provided, however, that this Agreement may be terminated by the Fund at any
time, without the payment of any penalty, by the Board of Directors of the Fund
or by vote of a majority of the outstanding voting securities (as defined in the
1940 Act) of the Fund, or by the Manager at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).

10. Nothing in this Agreement shall limit or restrict the right of any
officer or employee of the Manager who may also be a director, officer or
employee of the Fund to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any business,
whether of a similar or dissimilar nature, nor limit or restrict the right of
the Manager to engage in any other business or to render services of any kind to
any other corporation, firm, individual or association.

11. Except as otherwise provided herein or authorized by the Board of
Directors of the Fund from time to time, the Manager shall for all purposes
herein be deemed to be an independent contractor, and shall have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.

12. During the term of this Agreement, the Fund agrees to furnish the
Manager at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature, or other material prepared for distribution to
shareholders of the Fund or the public, which refer in any way to the Manager,
prior to use thereof and not to use such material if the Manager reasonably
objects in writing within five business days (or such other time as may be
mutually agreed) after receipt thereof. In the event of termination of this
Agreement, the Fund will continue to furnish to the Manager copies of any of the
above- mentioned materials which refer in any way to the Manager. Sales
literature may be furnished to the Manager hereunder by first-class or overnight
mail, facsimile transmission equipment or hand delivery. The Fund shall furnish
or otherwise make available to the Manager such other information relating to
the business affairs of the Fund as the Manager at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.

<PAGE>

13. This Agreement may be amended by mutual consent, but the consent of the
Fund must be obtained in conformity with the requirements of the 1940 Act.

14. Any notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry
Street, Newark, NJ 07102-4077, Attention: Secretary; or (2) to the Fund at
Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102-4077, Attention:
President.

15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

16. The Fund may use the name "Prudential Series Fund, Inc." or any name
including the word "Prudential" only for so long as this Agreement or any
extension, renewal or amendment hereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the Manager's
business as Manager or any extension, renewal or amendment thereof remain in
effect. At such time as such an agreement shall no longer be in effect, the Fund
will (to the extent that it lawfully can) cease to use such a name or any other
name indicating that it is advised by, managed by or otherwise connected with
the Manager, or any organization which shall have so succeeded to such
businesses. In no event shall the Fund use the name "Prudential Series Fund,
Inc." or any name including the word "Prudential" if the Manager's function is
transferred or assigned to a company of which The Prudential Insurance Company
of America does not have control.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

THE PRUDENTIAL SERIES FUND, INC.

By: _____________________________

PRUDENTIAL INVESTMENTS FUND
MANAGEMENT LLC

By: _____________________________

<PAGE>

EXHIBIT B

INVESTMENT ADVISORY AGREEMENT

SIXTH AMENDMENT

This Agreement is made as of the 14th day of July, 1988, between The
Prudential Series Fund, Inc. (the "Fund"), an open-end management investment
company registered under the Investment Company Act of 1940 (the "1940 Act") and
The Prudential Insurance Company of America ("Prudential"), and supersedes the
Investment Advisory Agreement between the Fund and Prudential made as of the
18th day of February, 1988. This Agreement deals with the performance by
Prudential of investment management services for the Fund.

The parties agree:

1. INVESTMENT MANAGEMENT SERVICES

Subject to the direction and approval of the Board of Directors of the
Fund, Prudential will manage the investments of the Fund and determine the
composition of the assets of each of the Fund's Portfolios, including the
purchase, retention or sale of the securities and cash contained in those
Portfolios. These duties will be performed in accordance with the investment
objectives and policies of each Portfolio, as stated in the Fund's Articles of
Incorporation, By-Laws, Prospectus, Statement of Additional Information and in
resolutions adopted by the Fund's Board of Directors. Prudential will provide
investment research and conduct a continuous program of evaluation, investment,
sales, and reinvestment of the Fund's assets by determining which securities
shall be purchased, sold or exchanged for each Portfolio, when these
transactions should be executed, and what portion of the assets of each
Portfolio should be held in the various securities in which it may invest.
Prudential will exercise its best judgment in performing the services described
above.

The Fund understands that Prudential now serves, and will continue to
serve, as investment manager or adviser to other investment companies and to
clients that are not investment companies, and that Prudential also performs
similar functions in managing its own assets, the assets of its separate
accounts, and the assets of certain of its subsidiaries. The Fund understands
that the employees of Prudential who assist in the performance of the services
described above will also devote time to rendering similar services to the other
entities for which Prudential also acts as investment manager or adviser.

When investment opportunities arise that may be appropriate for more than
one entity for which Prudential serves as investment manager or adviser,
Prudential will not favor one over another and may allocate investments among
them in an impartial manner believed to be equitable to each entity involved.
The allocations will be based on each entity's investment objectives and its
current cash and investment positions. Because the various entities for which
Prudential acts as investment manager or adviser have different investment
objectives and positions, Prudential may from time to time buy a particular
security for one or more such entities while at the same time its sells such
securities for another.

2. EXECUTION OF TRANSACTIONS

Prudential will determine all securities to be bought and sold for each
Portfolio and will be responsible for the selection of brokers and dealers to
effect all transactions. Prudential will

<PAGE>

place all necessary orders with brokers, dealers or issuers and will negotiate
brokerage commissions, if applicable. In placing orders for securities
transactions, Prudential will attempt to obtain the best net price and most
favorable execution. Prudential will seek to effect each transaction at a price
and commission, if any, that provides the most favorable total cost or proceeds
reasonably attainable in the circumstances. Prudential may, however, pay a
higher spread or commission for a particular transaction than otherwise would be
necessary if that would further the goal of obtaining the best available
execution.

For those securities transactions that involve commission payments,
Prudential will negotiate the commission on the basis of the quality and
quantity of execution services provided by the broker, in light of generally
prevailing commission rates. Prudential's present policy is not to pay higher
spreads or commissions in order to obtain research and statistical services from
brokers or dealers, although in selecting a broker-dealer in connection with a
transaction for any Portfolio, Prudential will consider whether the broker or
dealer can furnish Prudential with such services. If Prudential determines that
it is necessary to pay higher spreads or commissions to secure desired research
services that would benefit the Fund, such higher commissions may be paid only
after Prudential has obtained the approval of the Fund's Board of Directors to
make payments of this kind, provided that the higher spread or commission is
reasonable in relation to all services that the broker or dealer provides. The
Fund agrees that Prudential may use any such research or statistical information
that it obtains from brokers in providing investment management or advice to its
other clients or accounts. In executing brokerage transacctions, Prudential may
use a broker who is an affiliated person of Prudential, as that term is defined
in the 1940 Act, only if the commission rate obtained from the affiliated broker
is as favorable as the broker contemporaneous charges to its most favored
unaffiliated customers. Before employing an affiliated broker, Prudential must
also make the good faith judgment that the affiliated broker is qualified to
obtain the best price on the particular transaction and that the commission is
at least as favorable as that charged by other qualified, but unaffiliated,
brokers.

3. REPORTS AND ADMINISTRATIVE SERVICES

Prudential shall also perform administrative services for the Fund, and
shall maintain and furnish the Fund with statistical information concerning its
investments, and with such periodic or special reports as the Fund's Board of
Directors may reasonably request, or as may be required under the 1940 Act and
rules promulgated thereunder. The administrative services shall include (i)
supervising all aspects of the Fund's operation, including coordinating matters
relating to the custodians of securities owned by the Fund, the transfer agent,
shareholder services, accountants, attorneys, and other parties performing
services for the Fund;(ii) providing to the Fund personnel to perform the
necessary administrative functions; and(iii) providing the Fund with office
space and related services necessary for the Fund's operations.

4. INVESTMENT MANAGEMENT FEE

As compensation for the services performed, the facilities furnished, and
expenses incurred by Prudential under the Agreement, the Fund shall pay to
Prudential an investment management fee. The fee will be a daily charge, payable
quarterly, based on an annual percentage rate of each Portfolio's average daily
net assets. For the Conservatively Managed

<PAGE>

Flexible Portfolio and the High Yield Bond Portfolio, the annual rate of the fee
is .55% of the average daily net assets of each Portfolio. For the Aggressively
Managed Flexible Portfolio, the annual rate of the fee is .60% of the average
daily net assets of the Portfolio. For the Common Stock portfolio and the
Natural Resources Portfolio, the annual rate of the fee is .45% of the average
daily net assets of the Portfolio. For the Stock Index Portfolio, the annual
rate of the fee is .35% of the average daily net assets of the Portfolio. For
the Global Equity Portfolio the annual rate of the fee is .75% of the average
daily net assets of the Portfolio. For all other Portfolios, the annual rate of
the fee is .40% of the average daily net assets of each Portfolio.

5. ALLOCATION OF COMPENSATION EXPENSES

Each Portfolio will bear expenses incurred in its individual operation,
including but not limited to redemption and transaction expenses, daily
accounting services (including maintaining for each Portfolio a daily trial
balance, investment ledger, and other accounts and documents, computing each
Portfolio's daily net asset value per share, and computing daily cash flow and
transaction status information) advisory fees, brokerage, shareholder servicing
costs, pricing costs, interest, taxes, and the charges of the custodians and
transfer agent. The Fund will pay all other expenses not attributable to a
specific Portfolio, but these expenses will be allocated among the Portfolios on
the basis of their respective net asset sizes. These expenses include, without
limitation: insurance, legal expenses, auditing fees, state franchise and Blue
Sky qualification fees, if any, the cost of printing stock certificates,
proxies, and shareholder reports, Securities & Exchange Commission fees, the
expense of registering securities issued by the fund under applicable securities
laws, the fees and expenses of all directors of the Fund who are not affiliated
persons of The Prudential or of any Prudential subsidiary, the expense of
reimbursing Prudential for the Fund's organization costs, and litigation and
other extraordinary or non-recurring expenses.

The Prudential shall pay for maintaining any Prudential staff and personnel
who perform accounting services in connection with the preparation of financial
statements required for the Fund's semiannual reports to shareholders and
clerical administrative and similar services for the Fund, other than investor
services and daily Fund accounting services. Prudential shall also pay for the
equipment, office space, and related facilities necessary to perform these
services and shall pay the fees or salaries of all officers and directors of the
Fund who are affiliated persons of The Prudential or of any Prudential
subsidiary. The Fund shall reimburse Prudential for the expenses of maintaining
personnel who perform investor services and daily accounting services for the
Fund. The Prudential has paid the organizational costs of the Fund and will be
reimbursed for those over a ten-year period by the Fund.

If in any fiscal year the aggregate annual ordinary operating expenses of
any Portfolio other than the Global Equity Portfolio, including the investment
management fee but excluding interest, taxes, and brokerage commissions, exceed
.75% of the Portfolio's net assets, Prudential will waive that portion of the
investment management fee for the Portfolio for that fiscal year that is equal
to the excess.

6. LIMITATION ON LIABILITY OF PRUDENTIAL

Prudential will not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except for

<PAGE>

a loss resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its duties on behalf of the Fund or from reckless disregard of
its obligations and duties under this Agreement.

7. PRUDENTIAL'S SERVICE MARKS

The word "Prudential" is a registered service mark of Prudential,
Registration No. 693,628, registered February 23, 1960, and the design (the
"Design") of a rock representing the Rock of Gibraltar, within a circle and
without legend is also a registered service mark of Prudential, United States
Registration No. 1,121,163, registered June 26, 1979. Both the word "Prudential"
and the Design have been used in connection with Prudential's business for many
years. The words "The Prudential" and the design (also referred to as the
"Design") of a rock representing the Rock of Gibraltar, within a circle and
without legend, are also covered by applications for registration Nos.
73/565085, 73/565084 and 73/565014, all filed on October 25, 1985.

Prudential hereby grants to the Fund a license to use the words
"Prudential" and "The Prudential" in the Fund's corporate name, "The Prudential
Series Fund, Inc.," and a license to use those words and the Design in
connection with the Fund's operations as an investment company. This license is
granted on a royalty-free, non-exclusive basis. Prudential retains the right to
use, or license the use of, those words and any derivative thereof, as well as
the Design, in connection with other investment companies, subject to the
requirements of the Investment Company Act of 1940, or in connection with any
other business enterprise.

The Fund acknowledges that the words "Prudential" and "The Prudential" and
the Design represent good will of great value to Prudential and that Prudential
must be able to protect and preserve such good will, and can terminate the
license herein granted if Prudential, in its sole discretion, decides that it is
necessary to do so or if Prudential decides that it is no longer in a position
to assure that high quality standards will be associated with the use by the
Fund of the words "Prudential" and "The Prudential" and the Design. Acordingly,
if the holders of the outstanding voting securities of any Portfolio of the Fund
fail to approve this Agreement, or if at any time after such approval Prudential
or a company controlled by it ceases to be investment manager of any Portfolio,
Prudential shall have the absolute right to terminate the license herein granted
forthwith upon written notice to the Fund.

Prudential shall have the absolute right to terminate the license herein
granted for any other reason upon 60 days' written notice of such termination to
the Fund, but in such event this Agreement shall terminate on the 120th day
following receipt by the Fund of such notice unless on or prior to such day the
holders of a majority of the outstanding voting securities of all of the
Portfolios of the Fund shall have voted in favor of Prudential (or a company
controlled by it) continuing to act as investment manager to each such Portfolio
in accordance with the terms hereof notwithstanding the termination of the
license herein granted.

Upon termination of the license herein granted, the Fund shall immediately
change its corporate name to one which does not include the word "Prudential" or
any derivative thereof, and will discontinue all use by it of such word, the
Design or anything resembling the Design, in connection with its business. The
terms of the license herein granted shall inure to the benefit of and be binding
upon any successors or assigns of the Fund or Prudential.

<PAGE>

8. DURATION AND TERMINATION OF THE AGREEMENT

This Agreement will continue in effect until the date of the next meeting
of shareholders of the Fund, at which meeting it must be approved by a majority
vote of the shareholders to remain effective. The required shareholder approval
of the Agreement shall be effective, with respect to any Portfolio, if a
majority of the voting shares of that Portfolio vote to approve the Agreement,
notwithstanding that the Agreement may not yet have been approved by a majority
of the voting shares of the Fund. The Agreement will continue in effect
thereafter so long as it is approved at least annually by a (i) majority of the
non-interested members of the Fund's Board of Directors, and (ii) by a majority
of the entire Board of Directors or a majority vote of the persons participating
in each Portfolio.

If the shareholders of any Portfolio fail to approve the Agreement,
Prudential will continue to act as investment adviser with respect to such
Portfolio pending the required approval of the Agreement, of a new contract with
Prudential or a different investment adviser, or other definitive action,
including termination of this Agreement pursuant to the penultimate paragraph of
Section 7 hereof; provided that the compensation received by Prudential during
such period will be no more than its actual costs incurred in furnishing
investment management services with respect to such Portfolio or the amount it
would have received under this Agreement, whichever is less.

The Agreement may be terminated without penalty on at least 60 days' notice
by the Fund's Board of Directors or by a majority vote of its shareholders, or
by Prudential on 90 days' notice. The Agreement will terminate automatically in
the event of its assignment (as defined in the 1940 Act).

THE PRUDENTIAL SERIES FUND, INC.

By____________________________________

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA

By
-----------------------------------
Robert P. Hill

<PAGE>

EXHIBIT C

PRUDENTIAL SERIES FUND, INC.

SUBADVISORY AGREEMENT

Agreement made as of this 30th day of September 2000 between Prudential
Investments Fund Management LLC, a New York limited liability company (PIFM or
the Manager) and The Prudential Investment Corporation, a New Jersey Corporation
(the Subadviser).

WHEREAS, the Manager has entered into a Management Agreement, dated August
11, 2000 (the Management Agreement), with The Prudential Series Fund, Inc. (the
Fund), a Maryland corporation and a diversified open-end management investment
company registered under the Investment Company Act of 1940 (the 1940 Act),
pursuant to which PIFM will act as Manager of the Fund; and

WHEREAS, PIFM desires to retain the Subadviser to provide investment
advisory services to certain series of the Fund (the Series or Portfolios), and
the Subadviser is willing to render such investment advisory services; and

WHEREAS, PIFM and the Subadviser desire that this Agreement supersede (but
only with respect to the Fund) the Service Agreement, dated December 31, 1984
between The Prudential Insurance Company of America and the Subadviser; and

NOW, THEREFORE, the Parties agree as follows:

1. (a) Subject to the supervision of the Manager and of the Board of
Directors of the Fund, the Subadviser shall manage the investment
operations of the Series of the Fund and the composition of the Series'
portfolio, including the purchase, retention and disposition thereof, in
accordance with the Series' investment objectives, policies and
restrictions as stated in the Prospectus (such Prospectus and Statement of
Additional Information as currently in effect and as amended or
supplemented from time to time, being herein called the "Prospectus"), and
subject to the following understandings:

(i) The Subadviser shall provide supervision of the Series'
investments and determine from time to time what investments and
securities will be purchased, retained, sold or loaned by the Series,
and what portion of the assets will be invested or held uninvested as
cash.

(ii) In the performance of its duties and obligations under this
Agreement, the Subadviser shall act in conformity with the Articles of
Incorporation, By-Laws and Prospectus of the Fund and with the
instructions and directions of the Manager and of the Board of
Directors of the Fund, and will conform to and comply with the
requirements of the 1940 Act, the Internal Revenue Code of 1986 and
all other applicable federal and state laws and regulations. In
connection therewith, the Subadviser shall, among other things,
prepare and file such reports as are, or may in the future be,
required by the Securities and Exchange Commission.

<PAGE>

limited to Prudential Securities Incorporated) to carry out the policy
with respect to brokerage as set forth in the Fund's Registration
Statement and Prospectus or as the Board of Directors may direct from
time to time. In providing the Series with investment supervision, it
is recognized that the Subadviser will give primary consideration to
securing the most favorable price and efficient execution. Within the
framework of this policy, the Subadviser may consider the financial
responsibility, research and investment information and other services
provided by brokers, dealers or futures commission merchants who may
effect or be a party to any such transaction or other transactions to
which the Subadviser's other clients may be a party. It is understood
that Prudential Securities Incorporated may be used as principal
broker for securities transactions but that no formula has been
adopted for allocation of the Series' investment transaction business.
It is also understood that it is desirable for the Series that the
Subadviser have access to supplemental investment and market research
and security and economic analysis provided by brokers or futures
commission merchants who may execute brokerage transactions at a
higher cost to the Series than may result when allocating brokerage to
other brokers on the basis of seeking the most favorable price and
efficient execution. Therefore, the Subadviser is authorized to place
orders for the purchase and sale of securities and futures contracts
for the Series with such brokers or futures commission merchants,
subject to review by the Fund's Board of Directors from time to time
with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers or futures
commission merchants may be useful to the Subadviser in connection
with the Subadviser's services to other clients.

On occasions when the Subadviser deems the purchase or sale of a
security or futures contract to be in the best interest of the Series
as well as other clients of the Subadviser, the Subadviser, to the
extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities or futures contracts
to be sold or purchased in order to obtain the most favorable price or
lower brokerage commissions and efficient execution. In such event,
allocation of the securities or futures contracts so purchased or
sold, as well as the expenses incurred in the transaction, will be
made by the Subadviser in the manner the Subadviser considers to be
the most equitable and consistent with its fiduciary obligations to
the Fund and to such other clients.

(iv) The Subadviser shall maintain all books and records with
respect to the Series' portfolio transactions required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f)
of Rule 31a-1 under the 1940 Act and shall render to the Fund's Board
of Directors such periodic and special reports as the Directors may
reasonably request. The Subadviser shall make reasonably available its
employees and officers for consultation with any of the Directors or
officers or employees of the Fund with respect to any matter discussed
herein, including, without limitation, the valuation of the Fund's
securities.

(v) The Subadviser shall provide the Series' Custodian on each
business day with information relating to all transactions concerning
the Series' assets and shall provide the Manager with such information
upon request of the Manager.

<PAGE>

(vi) The investment management services provided by the
Subadviser hereunder are not to be deemed exclusive, and the
Subadviser shall be free to render similar services to others.

(b) The Subadviser shall authorize and permit any of its directors,
officers and employees who may be elected as directors or officers of the
Fund to serve in the capacities in which they are elected. Services to be
furnished by the Subadviser under this Agreement may be furnished through
the medium of any of such directors, officers or employees.

(c) The Subadviser shall keep the Series' books and records required
to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and
shall timely furnish to the Manager all information relating to the
Subadviser's services hereunder needed by the Manager to keep the other
books and records of the Series required by Rule 31a-1 under the 1940 Act.
The Subadviser agrees that all records which it maintains for the Series
are the property of the Fund and the Subadviser will surrender promptly to
the Fund any of such records upon the Fund's request, provided, however,
that the Subadviser may retain a copy of such records. The Subadviser
further agrees to preserve for the periods prescribed by Rule 31a-2 of the
Commission under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.

2. The Manager shall continue to have responsibility for all services
to be provided to the Series pursuant to the Management Agreement and shall
oversee and review the Subadviser's performance of its duties under this
Agreement.

3. The Subadviser shall not be liable for any error of judgment or for
any loss suffered by the Fund or the Manager in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the Subadviser's part in the
performance of its duties or from its reckless disregard of its obligations
and duties under this Agreement.

4. For the services provided pursuant to this Agreement, the Manager
shall pay the Subadviser as full compensation therefor, a fee equal to (i)
for Portfolios other than small capitalization stock portfolios, 50% of the
fee that PIFM receives, provided that such percentage is reduced at each
asset breakpoint by 5% for money market portfolios and by 2.5% for other
portfolios; and (ii) for small capitalization stock portfolios, 65% of the
fee that PIFM receives, reduced by 2.5% at each asset breakpoint.

5. This Agreement shall continue in effect for a period of more than
two years from the date hereof only so long as such continuance is
specifically approved at least annually in conformity with the requirements
of the 1940 Act; provided, however, that this Agreement may be terminated
by the Fund at any time, without the payment of any penalty, by the Board
of Directors of the Fund or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund, or by the Manager or
the Subadviser at any time, without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to the other party.
This Agreement shall terminate automatically in the event of its assignment
(as defined in the 1940 Act) or upon the termination of the Management
Agreement.

<PAGE>

6. Nothing in this Agreement shall limit or restrict the right of any
of the Subadviser's directors, officers, or employees who may also be a
director, officer or employee of the Fund to engage in any other business
or to devote his or her time and attention in part to the management or
other aspects of any business, whether of a similar or a dissimilar nature,
nor limit or restrict the Subadviser's right to engage in any other
business or to render services of any kind to any other corporation, firm,
individual or association.

7. During the term of this Agreement, the Manager agrees to furnish
the Subadviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Fund or the public, which refer to the
Subadviser in any way, prior to use thereof and not to use material if the
Subadviser reasonably objects in writing five business days (or such other
time as may be mutually agreed) after receipt thereof. Sales literature may
be furnished to the Subadviser hereunder by first-class or overnight mail,
facsimile transmission equipment or hand delivery.

8. This Agreement may be amended by mutual consent, but the consent of
the Fund must be obtained in conformity with the requirements of the 1940
Act.

9. This Agreement shall be governed by the laws of the State of New
Jersey.

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC

BY:________________________________________
Executive Vice President

THE PRUDENTIAL INVESTMENT CORPORATION

By________________________________________

<PAGE>

EXHIBIT D

PRUDENTIAL SERIES FUND, INC.

SUBADVISORY AGREEMENT

Agreement made as of this day of August, 2000 between Prudential
Investments Fund Management LLC (PIFM or the Manager), Jennison Associates LLC
(the Subadviser or Jennison), and The Prudential Series Fund, Inc.

WHEREAS, PIFM desires to retain the Subadviser to provide investment
advisory services to certain series of the Fund specified below (the Series, or
Portfolios), and the Subadviser is willing to render such investment advisory
services; and

WHEREAS, this Agreement between PIFM and the Subadviser is intended to
supersede (i) the agreement, dated May 1, 1999, among the Fund, The Prudential
Insurance Company of America (Prudential), and the Subadviser concerning the
Fund's 20/20 Focus and Diversified Conservative Growth Portfolios and (ii) the
agreement, dated April 27, 1995, among the Fund, Prudential, and the Subadviser
concerning the Prudential Jennison Portfolio.

NOW, THEREFORE, the Parties agree as follows:

1. (a) Subject to the supervision of the Manager and the Board of
Directors of the Fund, the Subadviser shall manage the investment
operations of the Series of the Fund and the composition of the Series'
portfolio, including the purchase, retention and disposition thereof, in
accordance with the Series' investment objectives, policies and
restrictions as stated in the Prospectus (such Prospectus and Statement of
Additional Information as currently in effect and as amended or
supplemented from time to time, being herein called the "Prospectus"), and
subject to the following understandings:

<PAGE>

(iii) The Subadviser shall determine the securities and futures
contracts to be purchased or sold by each Series, and will place
orders with or through such persons, brokers, dealers or futures
commission merchants (including but not limited to Prudential
Securities Incorporated) to carry out the policy with respect to
brokerage as set forth in the Fund's Prospectus or as the Board of
Directors may direct from time to time. In providing the Series with
investment supervision, it is recognized that the Subadviser will give
primary consideration to securing the most favorable price and
efficient execution. Within the framework of this policy, the
Subadviser may consider the financial responsibility, research and
investment information and other services provided by brokers, dealers
or futures commission merchants who may effect or be a party to any
such transaction or other transactions to which the Subadviser's other
clients may be a party. It is understood that Prudential Securities
Incorporated may be used as principal broker for securities
transactions, but that no formula has been adopted for allocation of
the Series' investment transaction business. It is also understood
that it is desirable for the Series that the Subadviser have access to
supplemental investment and market research and security and economic
analysis provided by brokers or futures commission merchants who may
execute brokerage transactions at a higher cost to the Series than may
result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore,
the Subadviser is authorized to place orders for the purchase and sale
of securities and futures contracts for the Series with such brokers
or futures commission merchants, subject to review by the Fund's Board
of Directors from time to time with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers or futures commission merchants may be useful
to the Subadviser in connection with the Subadviser's services to
other clients.

(iv) The Subadviser shall maintain all books and records with
respect to the Series' portfolio transactions required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f)
of Rule 31a-1 under the 1940 Act, and shall render to the Fund's Board
of Directors such periodic and special reports as the Directors may
reasonably request. The Subadviser shall make reasonably available its
employees and officers for consultation with any of the Directors or
officers or employees of the Fund with respect to any matter discussed
herein, including, without limitation, the valuation of the Fund's
securities.

<PAGE>

(v) The Subadviser shall provide the Series' Custodian on each
business day with information relating to all transactions concerning
the Series' assets, and shall provide the Manager with such
information upon request of the Manager.

(vi) The investment management services provided by the
Subadviser hereunder are not to be deemed exclusive, and the
Subadviser shall be free to render similar services to others.

(c) The Subadviser shall keep the Series' books and records required
to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and
shall timely furnish to the Manager all information relating to the
Subadviser's services hereunder needed by the Manager to keep the other
books and records of the Series required by Rule 31a-1 under the 1940 Act.
The Subadviser agrees that all records which it maintains for the Series
are the property of the Fund, and the Subadviser will surrender promptly to
the Fund any of such records upon the Fund's request, provided, however,
that the Subadviser may retain a copy of such records. The Subadviser
further agrees to preserve for the periods prescribed by Rule 31a-2 of the
Commission under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.

3. The Manager shall reimburse the Subadviser for reasonable costs and
expenses incurred by the Subadviser determined in a manner acceptable to
the Manager in furnishing the services described in paragraph 1 hereof.

4. The Subadviser shall not be liable for any error of judgment or for
any loss suffered by the Fund or the Manager in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the Subadviser's part in the
performance of its duties or from its reckless disregard of its obligations
and duties under this Agreement.

5. For the services provided pursuant to this Agreement, the Manager
shall pay the Subadviser as full compensation therefor, an annual fee
(payable quarterly) equal to the following percentages of each listed
series' average daily net assets under the management of the Subadviser:

<PAGE>

DIVERSIFIED CONSERVATIVE GROWTH PORTFOLIO.

.30 of 1% on the first $300 million of average daily net assets under
the Subadviser's management, and 0.25 of 1% with respect to the average
daily net assets under the Subadviser's management in excess of $300
million.

GROWTH EQUITY SLEEVE OF THE 20/20 FOCUS PORTFOLIO

PRUDENTIAL JENNISON PORTFOLIO

0.75% on the first $10,000,000 of the Portfolio's average daily net
assets; and

0.50% on the next $30,000,000 of the Portfolio's average daily net
assets; and

0.35% on the next $25,000,000 of the Portfolio's average daily net
assets; and

0.25% on the next $335,000,000 of the Portfolio's average daily net
assets; and

0.22% on the next $600,000,000 of the Portfolio's average daily net
assets; and

0.20% on the balance of the Portfolio's average daily net assets.

SP JENNISON INTERNATIONAL GROWTH PORTFOLIO.

0.60 of 1% of average daily net assets up to and including $300
million, 0.50 of 1% of average daily net assets in excess of $300 million
and up to and including $1.5 billion, and 0.45 of 1% of the average daily
net assets over $1.5 billion.

SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO.

0.30 of 1% of the Portfolio's average daily net assets.

SP STRATEGIC PARTNERS FOCUSED GROWTH PORTFOLIO.

<PAGE>

at any time, without the payment of any penalty, by the Board of Directors
of the Fund or by vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the Fund, or by the Manager or the
Subadviser at any time, without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to the other party.
This Agreement shall terminate automatically in the event of its assignment
(as defined in the 1940 Act) or upon the termination of the Management
Agreement.

7. Nothing in this Agreement shall limit or restrict the right of any
of the Subadviser's directors, officers, or employees who may also be a
director, officer or employee of the Fund to engage in any other business
or to devote his or her time and attention in part to the management or
other aspects of any business, whether of a similar or a dissimilar nature,
nor limit or restrict the Subadviser's right to engage in any other
business or to render services of any kind to any other corporation, firm,
individual or association.

8. During the term of this Agreement, the Manager agrees to furnish
the Subadviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Fund or the public, which refer to the
Subadviser in any way, prior to use thereof and not to use material if the
Subadviser reasonably objects in writing five business days (or such other
time as may be mutually agreed) after receipt thereof. Sales literature may
be furnished to the Subadviser hereunder by first-class or overnight mail,
facsimile transmission equipment or hand delivery.

9. This Agreement may be amended by mutual consent, but the consent of
the Fund must be obtained in conformity with the requirements of the 1940
Act.

10. This Agreement shall be governed by the laws of the State of New
Jersey.

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC

BY:
-----------------------------------

Executive Vice President

JENNISON ASSOCIATES LLC

BY:
-----------------------------------
Karen E. Kohler
Senior Vice President

THE PRUDENTIAL SERIES FUND, INC.

BY:
-----------------------------------

<PAGE>

EXHIBIT D

PRUDENTIAL SERIES FUND, INC.

Subadvisory Agreement

WHEREAS, the parties hereto acknowledge and agree that with respect to the
Portfolios named in this Agreement, Jennison will be assuming subadvisory duties
that heretofore have been performed by The Prudential Investment Corporation
(PIC), and that the precise date on which Jennison commences subadvisory
services under this Agreement may vary from Portfolio to Portfolio, coincident
with the movement of personnel and administrative systems; and

NOW, THEREFORE, the Parties agree as follows:

<PAGE>

(iv) The Subadviser shall maintain all books and records with
respect to the Series' portfolio transactions required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f)
of Rule 31a-1 under the 1940 Act, and shall render to the Fund's Board
of Directors such periodic and special reports as the Directors may
reasonably request. The Subadviser shall make reasonably available its
employees and officers for consultation with any of the Directors or
officers or employees of the Fund with respect to any matter discussed
herein, including, without limitation, the valuation of the Fund's
securities.

<PAGE>

(vi) The investment management services provided by the
Subadviser hereunder are not to be deemed exclusive, and the
Subadviser shall be free to render similar services to others.

(c) The Subadviser shall keep the Series' books and records required
to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and
shall timely furnish to the Manager all information relating to the
Subadviser's services hereunder needed by the Manager to keep the other
books and records of the Series required by Rule 31a-1 under the 1940 Act.
The Subadviser agrees that all records which it maintains for the Series
are the property of the Fund, and the Subadviser will surrender promptly to
the Fund any of such records upon the Fund's request, provided, however,
that the Subadviser may retain a copy of such records. The Subadviser
further agrees to preserve for the periods prescribed by Rule 31a-2 of the
Commission under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.

<PAGE>

For the following Fund Portfolios, PIFM will pay Jennison, with
respect to the assets that Jennison manages, a fee equal to 50% of the fee
that PIFM receives, provided that such percentage is reduced at each asset
breakpoint by 2.5%:

Conservative Balanced Portfolio

Equity Portfolio

Equity Income Portfolio

Flexible Managed Portfolio

Global Portfolio

Natural Resources Portfolio

Stock Index Portfolio

Value Sleeve of 20/20 Focus Portfolio

For the Small Capitalization Stock Portfolio, PIFM will pay Jennison a
fee equal to 65% of the fee that PIFM receives, provided that such
percentage is reduced at each asset breakpoint by 2.5%.

6. This Agreement shall continue in effect for a period of more than
two years from the date hereof only so long as such continuance is
specifically approved at least annually in conformity with the requirements
of the 1940 Act; provided, however, that this Agreement may be terminated
by the Fund at any time, without the payment of any penalty, by the Board
of Directors of the Fund or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund, or by the Manager or
the Subadviser at any time, without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to the other party.
This Agreement shall terminate automatically in the event of its assignment
(as defined in the 1940 Act) or upon the termination of the Management
Agreement.

9. This Agreement may be amended by mutual consent, but the consent of
the Fund must be obtained in conformity with the requirements of the 1940
Act.

10. This Agreement shall be governed by the laws of the State of New
Jersey.

<PAGE>

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC

BY:
------------------------------------

Executive Vice President

JENNISON ASSOCIATES LLC

BY:
------------------------------------

Vice President

THE PRUDENTIAL SERIES FUND, INC.

BY:
-------------------------------------

<PAGE>

THE PRUDENTIAL SERIES FUND, INC.

SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 29, 2000

As of July 7, 2000, the Record Date, you were entitled to give voting
instructions to your Insurance Company (the "Company") relative to the
proposals, as described in the accompanying Proxy Statement, to be voted upon at
the Special Meeting of Shareholders of The Prudential Series Fund, Inc. (the
"Fund") to be held on September 29, 2000 for each of your investment positions
as represented by the enclosed Voting Instruction Form(s).

The Company will vote the appropriate number of Fund shares pursuant to the
instructions given. If no choice is made as to any or all of Proposals 1 through
7, the Company will vote "FOR" any such Proposal. With respect to any other
business which may properly come before the meeting, the Company will vote in
accordance with its best judgment. Implementation of Proposals 4(a) and 4(b) is
conditioned on approval of Proposal 3. FOR PROPOSALS 3, 4(A), 4(B), AND 5, You
ARE ENTITLED TO VOTE ON A PORTFOLIO-BY-PORTFOLIO BASIS, USING THE ENCLOSED
VOTING INSTRUCTION FORMS.

To execute your voting instructions for these investment positions:

o Sign and date each Voting Instruction Form below.

o Mark your instructions on the reverse side of the form. NOTE: If you
wish to vote "FOR" all proposals, as the Board of Directors
recommends, simply fill in the box on the front of the form.

o Return the form(s) in the enclosed postage-paid envelope.

o If you wish to vote via the Internet, log on to www.proxyweb.com, enter
the control number shown on the Voting Instruction Form and follow
the instructions. Each form must be voted separately.

o If you wish to vote by touch-tone telephone, dial 1-888-221-0697, enter
the control number on the Voting Instruction Form and follow the voice
prompts. Each form must be voted separately.

NOTE: If you vote by Internet or phone, please do not return your Voting
Instruction Form(s).

YOUR VOTE IS IMPORTANT. TO SAVE THE FUND THE COST OF ADDITIONAL SOLICITATION,
PLEASE RETURN YOUR VOTING INSTRUCTION FORM TODAY.

<S> <C> <C> <C>
1234567890 CONSERVATIVE BALANCED PORTFOLIO 1234567890 DIVERSIFIED BOND PORTFOLIO
1234567890 DIVERSIFIED CONSERVATIVE GROWTH PORTFOLIO 1234567890 EQUITY PORTFOLIO
1234567890 EQUITY INCOME PORTFOLIO 1234567890 FLEXIBLE MANAGED PORTFOLIO
1234567890 GLOBAL PORTFOLIO 1234567890 GOVERNMENT INCOME PORTFOLIO
1234567890 HIGH YIELD BOND PORTFOLIO 1234567890 MONEY MARKET PORTFOLIO
1234567890 NATURAL RESOURCES PORTFOLIO 1234567890 PRUDENTIAL JENNISON PORTFOLIO
1234567890 SMALL CAPITALIZATION STOCK PORTFOLIO 1234567890 STOCK INDEX PORTFOLIO
1234567890 20/20 FOCUS PORTFOLIO 1234567890 ZERO COUPON BOND PORTFOLIO 2000
1234567890 ZERO COUPON BOND PORTFOLIO 2005
</TABLE>

--------------------------------------------------------------------------------
INSURANCE COMPANY NAME PRINTS HERE VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE 1-888-221-0697
OR LOG ON TO WWW.PROXYWEB.COM

PLEASE DETACH AT PERFORATION. RETURN BOTTOM PORTION ONLY.

PORTFOLIO NAME PRINTS HERE VOTING INSTRUCTION FORM

VOTING INSTRUCTIONS ARE HEREBY SOLICITED BY THE ABOVE-REFERENCED INSURANCE
COMPANY AND THE BOARD OF DIRECTORS OF THE PRUDENTIAL SERIES FUND, INC. (THE
"FUND") IN CONNECTION WITH A SPECIAL MEETING OF SHAREHOLDERS OF THE FUND TO BE
HELD ON SEPTEMBER 29, 2000 AT THE OFFICES OF THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, 100 MULBERRY STREET, NEWARK, NEW JERSEY AT 9:00 A.M.

I (we) the undersigned hereby instruct the above-referenced Insurance Company to
vote the Fund shares to which I (we) the undersigned am (are) entitled to give
instructions as indicated on the reverse side of this form or as indicated
below.

I (we) wish to instruct the Company to vote "FOR" all proposals. |_|

Date ______________, 2000

Each owner should sign as his/her
name appears on this form; if a
contract is owned jointly, each
owner should sign; if a contract is
held in a fiduciary capacity, the
fiduciary should sign and indicate
his/her fiduciary capacity.

|---------------------------------|
| |
| |
|---------------------------------|
Signature(s)/Fiduciary Capacity,
if applicable.

PSF

<PAGE>

THE PRUDENTIAL SERIES FUND, INC.

ABOUT THE PROPOSALS

PROPOSALS 1, 2, 3, 5 AND 6 apply to all Portfolios of the Fund. All Portfolio
votes will be combined for Proposals 1 and 2 as these Proposals relate to the
Fund as a whole. Each Portfolio votes separately on Proposals 3, 4(a), 4(b),
and 5.

PROPOSAL 4(A) applies only to the following Portfolios:

Conservative Balanced Portfolio Diversified Bond Portfolio
Diversified Conservative Growth Portfolio Flexible Managed Portfolio
Government Income Portfolio High Yield Bond Portfolio
Money Market Portfolio Zero Coupon Bond Portfolio 2000
Zero Coupon Bond Portfolio 2005

PROPOSAL 4(B) applies only to the following Portfolios:

Conservative Balanced Portfolio Diversified Conservative Growth
Equity Portfolio Portfolio
Flexible Managed Portfolio Equity Income Portfolio
Natural Resources Portfolio Global Portfolio
Small Capitalization Stock Portfolio Prudential Jennison Portfolio
20/20 Focus Portfolio Stock Index Portfolio

PROPOSAL 7 applies only to Equity Income Portfolio.

THE BOARD OF DIRECTORS OF THE PRUDENTIAL SERIES FUND, INC. RECOMMENDS A
VOTE "FOR" ALL PROPOSALS.

------------------------------------------------------------------------
NOTE: YOUR VOTING INSTRUCTION FORM IS NOT VALID UNLESS IT IS SIGNED.
PLEASE BE SURE TO SIGN YOUR VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
------------------------------------------------------------------------

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

PLEASE DETACH AT PERFORATION. RETURN BOTTOM PORTION ONLY.

<S> <C> <C>
VOTING INSTRUCTION FORM PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW VOTING INSTRUCTION FORM

1. To elect as Directors the following 19 nominees: FOR WITHHOLD
(01) Eugene C. Dorsey, (02) Saul K. Fenster, all nominees listed authority to vote
(03) Delayne D. Gold, (04) Robert F.Gunia, (except as noted for all nominees
(05) Maurice F. Holmes, (06) Robert E.LaBlanc, in space provided) listed
(07) Douglas H. McCorkindale, (08) W. Scott McDonald, Jr.
(09) Thomas T. Mooney, (10) Stephen P. Munn, |_| |_|
(11) David R. Odenath, Jr., (12) Richard A. Redeker,
(13) Robin B. Smith, (14) John R. Strangfeld,
(15) Stephen Stoneburn, (16) Nancy H. Teeters,
(17) Joseph Weber, (18) Louis A. Weil, III,
(19) Clay T. Whitehead
</TABLE>

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE
NAME(S) ON THE LINE IMMEDIATELY BELOW.

<S> <C> <C> <C>
_________________________________________________ FOR AGAINST ABSTAIN

2. To ratify the selection of |_| |_| |_|
PricewaterhouseCoopers as independent
accountant of the Fund.

3. To approve a new management contract with |_| |_| |_|
Prudential Investments Fund Management LLC.

4(a). To approve a subadvisory agreement between |_| |_| |_|
Prudential Investments Fund Management LLC
and Prudential Investment Corporation.

4(b). To approve a subadvisory agreement between |_| |_| |_|
Prudential Investments Fund Management LLC
and Jennison Associates LLC.

5. To amend certain fundamental investment |_| |_| |_|
policies of the Fund.

6. To amend the Fund's By-Laws. |_| |_| |_|

7. To amend the fundamental investment |_| |_| |_|
objective of the Fund's Equity Income
Portfolio.
</TABLE>