<PAGE>
The following provisions of the Articles of Incorporation and By-Laws of
Prudential Special Money Market Fund, Inc. constitute all instruments
defining the rights of holders of the securities proposed to be offered.
I. Relevant Provisions of Articles of Incorporation:
Article IV Shares
Article V The Board of Directors
Article IV Shareholders' Voting Powers and Meetings
Article VII Termination of the Corporation
Article VIII Amendments
Article VII Derivative Actions
II. Relevant Provisions of By-Laws:
Article I Shareholders
Article IX Amendments
