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