<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1998
REGISTRATION NO. 333-49901
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM N-14
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
[_]
PRE-EFFECTIVE AMENDMENT NO.
[_]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
(Check appropriate box or boxes)
----------------
PRUDENTIAL JENNISON SERIES FUND, INC.
(Exact name of registrant as specified in charter)
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 367-7530
S. JANE ROSE, ESQ.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(Name and Address of Agent for Service of Process)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT.
NO FILING FEE IS REQUIRED BECAUSE, PURSUANT TO RULE 24F-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940, REGISTRANT PREVIOUSLY HAS REGISTERED AN
INDEFINITE NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE,
PURSUANT TO A REGISTRATION STATEMENT ON FORM N-1A (FILE NO. 33-61997).
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS AND
PROXY STATEMENT RELATES TO SHARES PREVIOUSLY REGISTERED ON FORM N-1A (FILE NO.
33-61997).
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 481(A) UNDER THE SECURITIES ACT OF 1933)
<TABLE>
<CAPTION>
N-14 ITEM NO. PROSPECTUS/PROXY
AND CAPTION STATEMENT CAPTION
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PART A
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Item 1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus......................... Cover Page
Item 2. Beginning and Outside Back Cover
Page of Prospectus................. Table of Contents
Item 3. Fee Table, Synopsis Information and
Risk Factors....................... Synopsis; Principal Risk
Factors
Item 4. Information about the Transaction.. Synopsis; The Proposed
Transaction
Item 5. Information about the Registrant... Synopsis; Information About the
Growth Fund; Miscellaneous
Item 6. Information about the Company Being
Acquired........................... Synopsis; Information About
Multi-Sector Fund;
Miscellaneous
Item 7. Voting Information................. Synopsis; Voting Information
Item 8. Interest of Certain Persons and
Experts............................ Synopsis; Miscellaneous
Item 9. Additional Information Required for
Reoffering by Persons Deemed to be
Underwriters....................... Not Applicable
<CAPTION>
PART B STATEMENT OF ADDITIONAL
INFORMATION CAPTION
-----------------------
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Item 10. Cover Page......................... Cover Page
Item 11. Table of Contents.................. Cover Page
Item 12. Additional Information about the
Registrant......................... Statement of Additional
Information of Prudential
Jennison Series Fund, Inc.
Item 13. Additional Information about the
Company Being Acquired............. Not Applicable
Item 14. Financial Statements............... Financial statements as noted
in the Statement of Additional
Information
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
This Post-Effective Amendment No. 1 is not intended to amend the
Registration Statement on Form N-14 of Prudential Jennison Series Fund, Inc.
filed on April 10, 1998 (File No. 333-49901). The Prospectus/Proxy Statement and
Statement of Additional Information contained in the filing under Rule 497 under
the Securities Act of 1933 of Prudential Jennison Series Fund, Inc. filed on May
13, 1998 (File No. 333-49901) are incorporated by reference herein.
<PAGE>
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
As permitted by Section 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any shareholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of the Maryland General Corporation Law permits indemnification
of directors who acted in good faith and reasonably believed that the conduct
was in the best interests of the Registrant. As permitted by Section 17(i) of
the 1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibit 7
to the Registration Statement), the Distributor of the Registrant may be
indemnified against liabilities which it may incur, except liabilities arising
from bad faith, gross negligence, willful misfeasance or reckless disregard of
duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 1940 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in connection with the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1940 Act and will be governed
by the final adjudication of such issue.
The Registrant has purchased an insurance policy insuring its officers and
directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of
indemnification payments to officers and directors under certain
circumstances.
Section 9 of the Management Agreement (Exhibit 6(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 6(b) to the
Registration Statement) limit the liability of Prudential Investments Fund
Management LLC (PIFM) and Jennison Associates LLC (Jennison Associates),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from
reckless disregard by them of their respective obligations and duties under
the agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and the Distribution Agreement in a manner
consistent with Release No. 11330 of the Securities and Exchange Commission
under the 1940 Act so long as that interpretation of Section 17(h) and 17(i)
of such Act remains in effect and is consistently applied.
C-1
<PAGE>
Under Section 17(h) of the 1940 Act, it is the position of the staff of the
Securities and Exchange Commission that if there is neither a court
determination on the merits that the defendant is not liable nor a court
determination that the defendant was not guilty of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of one's office, no indemnification will be permitted unless an
independent legal counsel (not including a counsel who does work for either
the Registrant, its investment adviser, its principal underwriter or persons
affiliated with these persons) determines, based upon a review of the facts,
that the person in question was not guilty of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of his office.
Under its Articles of Incorporation, the Registrant may advance funds to
provide for indemnification. Pursuant to the Securities and Exchange
Commission staff's position on Section 17(h), advances will be limited in the
following respect:
(1) Any advances must be limited to amounts used, or to be used, for the
preparation and/or presentation of a defense to the action (including cost
connected with preparation of a settlement);
(2) Any advances must be accompanied by a written promise by, or on
behalf of, the recipient to repay that amount of the advance which exceeds
the amount to which it is ultimately determined that he is entitled to
receive from the Registrant by reason of indemnification;
(3) Such promise must be secured by a surety bond or other suitable
insurance and;
(4) Such surety bond or other insurance must be paid for by the recipient
of such advance.
ITEM 16. EXHIBITS.
<TABLE>
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1. (a) Amended and Restated Articles of Incorporation. Incorporated by
reference to Exhibit 1(c) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed via EDGAR on February 14,
1996 (File No. 33-61997).
(b) Articles Supplementary. Incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 4 to the Registration Statement on Form
N-1A filed via EDGAR on December 6, 1996 (File No. 33-61997).
(c) Amendment to Articles of Incorporation. Incorporated by reference to
Exhibit 1(c) to Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A filed via EDGAR on December 6, 1996 (File No.
33-61997).
(d) Articles Supplementary. Incorporated by reference to Exhibit 1(d) to
the Registration Statement on Form N-14 filed via EDGAR on October 17,
1997 (File No. 333-38087).
2. By-Laws of the Registrant. Incorporated by reference to Exhibit 2 to
the Registration Statement on Form N-1A filed via EDGAR on August 22,
1995 (File No. 33-61997).
3. Not Applicable.
4. Agreement and Plan of Reorganization and Liquidation, filed as
Appendix A to the Prospectus and Proxy Statement.
5. Instruments defining rights of shareholders. Incorporated by reference
to Exhibit 4 to the Registration Statement on Form N-1A filed via
EDGAR on August 22, 1995 (File No. 33-61997).
6. (a) Management Agreement between Registrant and Prudential Mutual Fund
Management, Inc. Incorporated by reference to Exhibit 5(a) to Post-
Effective Amendment No. 1 to the Registration Statement on Form N-1A
filed via EDGAR on February 14, 1996 (File No. 33-61997).
</TABLE>
C-2
<PAGE>
<TABLE>
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(b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc.
and Jennison Associates Capital Corp. Incorporated by reference to
Exhibit 5(b) to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A filed via EDGAR on February 14, 1996 (File No.
33-61997).
7. (a) Amended and Restated Distribution Agreement. Incorporated by reference
to Exhibit 7(a) to the Registration Statement on Form N-14 filed via
EDGAR on October 17, 1997 (File No. 333-38087).
(b) Form of Selected Dealer Agreement. Incorporated by reference to
Exhibit 6(b) to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A filed via EDGAR on September 19, 1995 (File No.
33-61997).
8. Not Applicable.
9. Custodian Agreement between the Registrant and State Street Bank and
Trust Company. Incorporated by reference to Exhibit 9 to the
Registration Statement on Form N-14 filed via EDGAR on June 25, 1996
(File No. 333-6755).
10. (a) Distribution and Service Plan for Class A shares. Incorporated by
reference to Exhibit 15(a) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed via EDGAR on February 14,
1996 (File No. 33-61997).
(b) Distribution and Service Plan for Class B shares. Incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed via EDGAR on February 14,
1996 (File No. 33-61997).
(c) Distribution and Service Plan for Class C shares. Incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed via EDGAR on February 14,
1996 (File No. 33-61997).
(d) Rule 18f-3 Plan. Incorporated by reference to Exhibit 18 to Post-
Effective Amendment No. 2 to the Registration Statement on Form N-1A
filed via EDGAR on April 15, 1996 (File No. 33-61997).
11. Opinion and Consent of Counsel. Incorporated by reference to Exhibit
11 to the Registration Statement on Form N-14 filed via EDGAR on April
10, 1998 (File No. 333-49901).
12. Tax Opinion of Counsel.*
13. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc. Incorporated by reference to
Exhibit 13(a) to the Registration Statement on Form N-14 filed via
EDGAR on June 25, 1996 (File No. 333-6755).
14. (a) Consent of Independent Auditors.*
(b) Consent of Independent Accountants.*
15. Not Applicable.
16. Not Applicable.
17. (a) Proxy. Incorporated by reference to Exhibit 17(a) to the Registration
Statement on Form N-14 filed via EDGAR on April 10, 1998 (File No.
333-49901).
(b) Copy of Registrant's declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940. Incorporated by reference to Exhibit
17(b) to the Registration Statement on Form N-14 filed via EDGAR on
April 10, 1998 (File No. 333-49901).
(c) Prospectus of Prudential Multi-Sector Fund, Inc. dated June 30, 1997
(as supplemented on September 8, 1997 and March 31, 1998).
Incorporated by reference to Exhibit 17(c) to the Registration
Statement on Form N-14 filed via EDGAR on April 10, 1998 (File No.
333-49901).
</TABLE>
C-3
<PAGE>
<TABLE>
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(d) Prospectus of Prudential Jennison Series Fund, Inc. dated January 23,
1998. Incorporated by reference to Exhibit 17(d) to the Registration
Statement on Form N-14 filed via EDGAR on April 10, 1998 (File No.
333-49901).
(e) President's Letter. Incorporated by reference to Exhibit 17(e) to the
Registration Statement on Form N-14 filed via EDGAR on April 10, 1998
(File No. 333-49901).
</TABLE>
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* Filed herewith.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant agrees that prior to any public reoffering of
the securities through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the
securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
C-4
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Post-Effective Amendment to
the Registration Statement has been signed on behalf of the Registrant, in the
City of Newark, and the State of New Jersey, on the 11th day of May, 1998.
PRUDENTIAL JENNISON SERIES FUND, INC.
/s/ Richard A. Redeker
By: ________________________________
(RICHARD A. REDEKER, PRESIDENT)
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Edward D. Beach Director
- - ------------------------------------ May 11, 1998
EDWARD D. BEACH
/s/ Delayne D. Gold Director
- - ------------------------------------ May 11, 1998
DELAYNE D. GOLD
/s/ Robert F. Gunia Director
- - ------------------------------------ May 11, 1998
ROBERT F. GUNIA
/s/ Douglas H. McCorkindale Director
- - ------------------------------------ May 11, 1998
DOUGLAS H. MCCORKINDALE
/s/ Mendel A. Melzer Director
- - ------------------------------------ May 11, 1998
MENDEL A. MELZER
/s/ Thomas T. Mooney Director
- - ------------------------------------ May 11, 1998
THOMAS T. MOONEY
/s/ Stephen P. Munn Director
- - ------------------------------------ May 11, 1998
STEPHEN P. MUNN
C-5
<PAGE>
SIGNATURE TITLE DATE
/s/ Richard A. Redeker President and
- - ------------------------------------- Director May 11, 1998
RICHARD A. REDEKER
/s/ Robin B. Smith Director
- - ------------------------------------- May 11, 1998
ROBIN B. SMITH
/s/ Louis A. Weil, III Director
- - ------------------------------------- May 11, 1998
LOUIS A. WEIL, III
/s/ Clay T. Whitehead Director
- - ------------------------------------- May 11, 1998
CLAY T. WHITEHEAD
/s/ Grace C. Torres Treasurer and
- - ------------------------------------- Principal Financial May 11, 1998
GRACE C. TORRES and Accounting
Officer
C-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS PAGE
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1. (a) Amended and Restated Articles of Incorporation. Incorporated
by reference to Exhibit 1(c) to Post-Effective Amendment No.
1 to the Registration Statement on Form N-1A filed via EDGAR
on February 14, 1996 (File No. 33-61997).
(b) Articles Supplementary. Incorporated by reference to Exhibit
1(b) to Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A filed via EDGAR on December 6, 1996
(File No. 33-61997).
(c) Amendment to Articles of Incorporation. Incorporated by
reference to Exhibit 1(c) to Post-Effective Amendment No. 4
to the Registration Statement on Form N-1A filed via EDGAR on
December 6, 1996 (File No. 33-61997).
(d) Articles Supplementary. Incorporated by reference to Exhibit
1(d) to the Registration Statement on Form N-14 filed via
EDGAR on October 17, 1997 (File No. 333-38087).
2. By-Laws of the Registrant. Incorporated by reference to
Exhibit 2 to the Registration Statement on Form N-1A filed
via EDGAR on August 22, 1995 (File No. 33-61997).
3. Not Applicable.
4. Agreement and Plan of Reorganization and Liquidation, filed
as Appendix A to the Prospectus and Proxy Statement.
5. Instruments defining rights of shareholders. Incorporated by
reference to Exhibit 4 to the Registration Statement on Form
N-1A filed via EDGAR on August 22, 1995 (File No. 33-61997).
6. (a) Management Agreement between Registrant and Prudential Mutual
Fund Management, Inc. Incorporated by reference to Exhibit
5(a) to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A filed via EDGAR on February 14, 1996
(File No. 33-61997).
(b) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and Jennison Associates Capital Corp.
Incorporated by reference to Exhibit 5(b) to Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A
filed via EDGAR on February 14, 1996 (File No. 33-61997).
7. (a) Amended and Restated Distribution Agreement. Incorporated by
reference to Exhibit 7(a) to the Registration Statement on
Form N-14 filed via EDGAR on October 17, 1997 (File No. 333-
38087).
(b) Form of Selected Dealer Agreement. Incorporated by reference
to Exhibit 6(b) to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A filed via EDGAR on
September 19, 1995 (File No. 33-61997).
8. Not Applicable.
9. Custodian Agreement between the Registrant and State Street
Bank and Trust Company. Incorporated by reference to Exhibit
9 to the Registration Statement on Form N-14 filed via EDGAR
on June 25, 1996 (File No. 333-6755).
10. (a) Distribution and Service Plan for Class A shares.
Incorporated by reference to Exhibit 15(a) to Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A
filed via EDGAR on February 14, 1996 (File No. 33-61997).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS PAGE
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(b) Distribution and Service Plan for Class B shares.
Incorporated by reference to Exhibit 15(b) to Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A
filed via EDGAR on February 14, 1996 (File No. 33-61997).
(c) Distribution and Service Plan for Class C shares.
Incorporated by reference to Exhibit 15(c) to Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A
filed via EDGAR on February 14, 1996 (File No. 33-61997).
(d) Rule 18f-3 Plan. Incorporated by reference to Exhibit 18 to
Post-Effective Amendment No. 2 to the Registration Statement
on Form N-1A filed via EDGAR on April 15, 1996 (File No. 33-
61997).
11. Opinion and Consent of Counsel. Incorporated by reference to
Exhibit 11 to the Registration Statement on Form N-14 filed
via EDGAR on April 10, 1998 (File No. 333-49901).
12. Tax Opinion of Counsel.*
13. Transfer Agency and Service Agreement between the Registrant
and Prudential Mutual Fund Services, Inc. Incorporated by
reference to Exhibit 13(a) to the Registration Statement on
Form N-14 filed via EDGAR on June 25, 1996 (File No. 333-
6755).
14. (a) Consent of Independent Auditors.*
(b) Consent of Independent Accountants.*
15. Not Applicable.
16. Not Applicable.
17. (a) Proxy. Incorporated by reference to Exhibit 17(a) to the
Registration Statement on Form N-14 filed via EDGAR on April
10, 1998 (File No. 333-49901).
(b) Copy of Registrant's declaration pursuant to Rule 24f-2 under
the Investment Company Act of 1940. Incorporated by reference
to Exhibit 17(b) to the Registration Statement on Form N-14
filed via EDGAR on April 10, 1998 (File No. 333-49901).
(c) Prospectus of Prudential Multi-Sector Fund, Inc. dated June
30, 1997 (as supplemented on September 8, 1997 and March 31,
1998). Incorporated by reference to Exhibit 17(c) to the
Registration Statement on Form N-14 filed via EDGAR on April
10, 1998 (File No. 333-49901).
(d) Prospectus of Prudential Jennison Series Fund, Inc. dated
January 23, 1998. Incorporated by reference to Exhibit 17(d)
to the Registration Statement on Form N-14 filed via EDGAR on
April 10, 1998 (File No. 333-49901).
(e) President's Letter. Incorporated by reference to Exhibit
17(e) to the Registration Statement on Form N-14 filed via
EDGAR on April 10, 1998 (File No. 333-49901).
</TABLE>
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* Filed herewith.
<PAGE>
EXHIBIT 99.12
GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
Telecopier: (312) 644-3381
May 11, 1998
<TABLE>
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Prudential Multi-Sector Fund, Inc. Prudential Jennison Series Fund, Inc.
Gateway Center Three Prudential Jennison Growth Fund
100 Mulberry Street Gateway Center Three
Newark, New Jersey 07102-4077 100 Mulberry Street
Newark, New Jersey 07102-4077
</TABLE>
RE: REORGANIZATION OF PRUDENTIAL MULTI-SECTOR FUND, INC. AND
Prudential Jennison Series Fund, Inc. (Prudential Jennison Growth Fund)
-----------------------------------------------------------------------
Ladies and Gentlemen:
We are outside counsel to Prudential Multi-Sector Fund, Inc. ("Multi-Sector
Fund") and Prudential Jennison Series Fund, Inc. (the "Series Fund"). An
Agreement and Plan of Reorganization and Liquidation (the "Plan") has been
proposed pursuant to which Multi-Sector Fund will transfer to the Prudential
Jennison Growth Fund series of the Series Fund (the "Growth Fund") all or
substantially all of the assets of Multi-Sector Fund in exchange solely for
Class A, Class B, Class C, and Class Z shares of the Growth Fund and the
assumption by the Growth Fund of the liabilities, if any, of Multi-Sector Fund
incurred in the ordinary course of business. Multi-Sector Fund will then
distribute the Class A, Class B, Class C, and Class Z shares of the Growth Fund
acquired in the exchange to the respective Multi-Sector Class A, Class B, Class
C, and Class Z shareholders in liquidation of Multi-Sector Fund (the
"Reorganization"). You have requested our opinion as to certain federal income
tax consequences of the Reorganization. The opinion that follows is based on
the Internal Revenue Code of 1986, as amended through the date hereof (the
"Code"), judicial decisions, administrative rulings and regulations, and such
other sources of legal authority as we deemed necessary to consult in rendering
this opinion. The opinion is also based on factual representations, including
those set forth herein, the representations made by the parties in the Plan, and
on our understanding that the Reorganization will take place substantially as
set out in the Plan and as described in the Prospectus/Proxy Statement (the
"Proxy Statement") included in the Registration Statement on Form N-14 filed by
the Series Fund with the Securities and Exchange Commission in connection with
the meeting of shareholders of Multi-Sector Fund currently scheduled to be held
on or about June 18, 1998.
<PAGE>
Prudential Multi-Sector Fund, Inc.
Prudential Jennison Series Fund, Inc.
May 11, 1998
Page 2
SUMMARY OF THE TRANSACTION
--------------------------
In the Reorganization, Multi-Sector Fund will transfer all or substantially
all of its assets and liabilities to the Growth Fund in exchange for Class A,
Class B, Class C, and Class Z shares of the Growth Fund. Multi-Sector Fund will
then distribute as a liquidating distribution to its shareholders all of such
Class A, Class B, Class C, and Class Z shares of the Growth Fund in exchange for
and in cancellation of each respective outstanding Class A, Class B, Class C,
and Class Z share of Multi-Sector Fund, and Multi-Sector Fund will liquidate
pursuant to the Plan.
BUSINESS PURPOSE
----------------
Our opinion is based in part upon our understanding that the primary
business purpose of this transaction is to achieve certain cost savings by
combining the assets of Multi-Sector Fund and the Growth Fund as is represented
below. A full description of the business purposes of the Reorganization is set
out in the Proxy Statement.
REPRESENTATIONS
---------------
In rendering our opinion we are, with your permission, assuming that the
transaction will occur substantially as described in the Plan and the Proxy
Statement. We are also relying on the following additional representations
which have been certified to us by either Multi-Sector Fund, the Growth Fund or
both:
1. The primary business purpose of this transaction is to achieve certain
cost savings by combining the assets of Multi-Sector Fund and the Growth Fund.
Multi-Sector Fund has experienced higher expense ratios than the Growth Fund
has, and Multi-Sector Fund does not enjoy the economies of scale enjoyed by a
larger fund.
2. The fair market value of the Class A, Class B, Class C, and Class Z
shares of the Growth Fund received by each Multi-Sector Fund shareholder will be
approximately equal to the fair market value of the respective Class A, Class B,
Class C, and Class Z shares of Multi-Sector Fund surrendered in exchange
therefor.
3. No cash or property, other than the Growth Fund Class A, Class B, Class
C, and Class Z shares, will be transferred to Multi-Sector Fund or distributed
to Multi-Sector Fund shareholders pursuant to the Reorganization.
4. The Growth Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Multi-Sector Fund immediately prior to the Reorganization.
For purposes of this representation, amounts used by Multi-Sector Fund to pay
its Reorganization expenses, and all redemptions and distributions (except for
distributions and redemptions occurring in the ordinary course of Multi-Sector
Fund's business as an open-end investment company) made by Multi-Sector Fund
immediately preceding
<PAGE>
Prudential Multi-Sector Fund, Inc.
Prudential Jennison Series Fund, Inc.
May 11, 1998
Page 3
the transfer, will be included as assets of Multi-Sector Fund held immediately
prior to the Reorganization.
5. To the best of Multi-Sector Fund's knowledge, there is no plan or
intention by any of Multi-Sector Fund's shareholders to sell, exchange, or
otherwise dispose of any Class A, Class B, Class C, or Class Z shares of Multi-
Sector Fund, or any Class A, Class B, Class C, or Class Z shares of the Growth
Fund which were received in exchange for any Class A, Class B, Class C, or Class
Z shares of Multi-Sector Fund, in a transaction with any person related to the
Growth Fund for any consideration other than Class A, Class B, Class C, or Class
Z shares of the Growth Fund.
6. To the best of the Growth Fund's knowledge, there is no plan or
intention by any person related to the Growth Fund to acquire, with
consideration other than Class A, Class B, Class C, or Class Z shares of the
Growth Fund, any Class A, Class B, Class C, or Class Z shares of Multi-Sector
Fund or any Class A, Class B, Class C, or Class Z shares of the Growth Fund
furnished in the Reorganization in exchange for Class A, Class B, Class C, or
Class Z shares of Multi-Sector Fund.
7. Multi-Sector Fund has no plan or intention to redeem any of its Class A,
Class B, Class C, or Class Z shares or to make any extraordinary distributions
with respect to such shares prior to and in connection with the Reorganization,
other than in the ordinary course of business.
8. The Growth Fund has no plan or intention to reacquire any of its shares
issued in the transaction, except for shares redeemed in the ordinary course of
its business as an open-end investment company.
9. The Growth Fund has no plan or intention to sell or otherwise dispose of
any of the assets of Multi-Sector Fund acquired in the transaction, except for
dispositions made in the ordinary course of the Growth Fund's business as an
investment company (i.e., dispositions resulting from investment decisions made
on the basis of investment considerations arising after and independent of the
Reorganization).
10. Following the Reorganization, the Growth Fund will continue the historic
business of Multi-Sector Fund or will use a significant portion of the historic
business assets transferred by Multi-Sector Fund in its business, except for
those assets that are disposed of by the Growth Fund in the ordinary course of
business.
11. As soon as practicable after the closing date, and in any event within
30 days thereafter, Multi-Sector Fund will, in pursuance of the Plan, distribute
the shares it receives in the Reorganization, and as soon as practicable after
the closing date and in any event within 12 months of the closing date, Multi-
Sector Fund will then be liquidated for federal income tax purposes. Multi-
Sector Fund will have no assets to distribute other than the shares of the
Growth Fund received in the Reorganization.
<PAGE>
Prudential Multi-Sector Fund, Inc.
Prudential Jennison Series Fund, Inc.
May 11, 1998
Page 4
12. Multi-Sector Fund will transfer at least 33 1/3% of its historic
business assets (other than liquidity positions) to the Growth Fund at the
closing date of the Reorganization. Historic business assets are those assets of
Multi-Sector Fund acquired by it in the ordinary course of its business and not
in contemplation of or as part of the plan of the Reorganization.
13. Neither Multi-Sector Fund nor persons who were shareholders of Multi-
Sector Fund immediately before the closing date of the Reorganization will own,
immediately after the closing date of the Reorganization, Growth Fund shares
constituting "control" of the Growth Fund within the meaning of Section 304(c)
or Section 368(c) of the Code.
14. All expenses incurred in connection with the Reorganization will be
borne pro rata by Multi-Sector Fund and the Growth Fund in proportion to their
assets.
15. There is no intercorporate indebtedness existing between the Growth Fund
and Multi-Sector Fund that was issued, acquired, or will be settled at a
discount.
16. The Growth Fund and Multi-Sector Fund are investment companies as
defined in Section 368(a)(2)(F)(iii) of the Code, and are both regulated
investment companies within the meaning of Section 851 of the Code and have
properly elected to be taxed as such. Multi-Sector Fund intends to continue to
qualify as an investment company and a regulated investment company until the
closing, and the Growth Fund intends to qualify as an investment company and a
regulated investment company for all subsequent taxable years.
17. The Growth Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Class A, Class B, Class
C, or Class Z shares of Multi-Sector Fund.
18. The liabilities, if any, to be assumed by the Growth Fund in the
Reorganization plus the liabilities, if any, to which the transferred assets are
subject were incurred by Multi-Sector Fund in the ordinary course of business
and are associated with the assets to be transferred.
19. The fair market value and the adjusted basis of Multi-Sector Fund's
assets transferred to the Growth Fund will equal or exceed the sum of the
liabilities, if any, assumed by the Growth Fund plus the liabilities, if any, to
which the transferred assets are subject.
20. The amount of cash, if any, retained by Multi-Sector Fund to meet
expenses, plus liabilities, if any, of Multi-Sector Fund to be assumed by the
Growth Fund in the Reorganization, plus the liabilities, if any, to which the
transferred assets are subject, will not equal or exceed 20 percent of the fair
market value of all property held by Multi-Sector Fund immediately prior to the
Reorganization.
21. The Multi-Sector Fund is not under the jurisdiction of a court in a
title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.
<PAGE>
Prudential Multi-Sector Fund, Inc.
Prudential Jennison Series Fund, Inc.
May 11, 1998
Page 5
22. In connection with the Reorganization, Multi-Sector Fund has not and
will not distribute to its creditors any Class A, Class B, Class C, or Class Z
shares of Multi-Sector Fund, any Class A, Class B, Class C, or Class Z shares of
the Growth Fund to be received, or rights to acquire any Class A, Class B, Class
C, or Class Z shares of either Multi-Sector Fund or the Growth Fund.
23. It is anticipated that there will be no amount remaining in the hands of
Multi-Sector Fund after the payment of the liabilities of Multi-Sector Fund.
OPINION
-------
Based upon the foregoing, and based upon our review of the relevant legal
authorities, it is our opinion that:
1. The acquisition by the Growth Fund of the assets of Multi-Sector Fund
solely in exchange for voting shares of the Growth Fund and the assumption by
the Growth Fund of Multi-Sector Fund's liabilities, if any, followed by a
liquidating distribution of the Growth Fund's voting shares pro rata to Multi-
Sector Fund's shareholders in exchange for and in cancellation of their shares
of Multi-Sector Fund and the liquidation of Multi-Sector Fund pursuant to the
Plan will constitute a reorganization within the meaning of Section 368(a)(1)(C)
of the Code, and each of Multi-Sector Fund and the Growth Fund will be "a party
to a reorganization" within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by the shareholders of Multi-Sector
Fund upon receipt of the Growth Fund Class A, Class B, Class C, and Class Z
shares solely in exchange for and in cancellation of Multi-Sector Fund shares,
as described above and in the Plan. Code Section 354(a)(1).
3. No gain or loss will be recognized by Multi-Sector Fund upon the transfer
of all of its assets to the Growth Fund solely in exchange for Class A, Class B,
Class C, and Class Z shares of the Growth Fund and the assumption by the Growth
Fund of the liabilities, if any, of Multi-Sector Fund. Code Sections 361(a) and
357(a). In addition, no gain or loss will be recognized by Multi-Sector Fund on
the distribution of such shares to Multi-Sector Fund's shareholders in
liquidation of Multi-Sector Fund. Code Section 361(c)(1).
4. No gain or loss will be recognized by the Growth Fund upon the
acquisition of the assets of Multi-Sector Fund solely in exchange for Class A,
Class B, Class C, and Class Z shares of the Growth Fund and the assumption of
Multi-Sector Fund's liabilities, if any. Code Section 1032(a).
<PAGE>
Prudential Multi-Sector Fund, Inc.
Prudential Jennison Series Fund, Inc.
May 11, 1998
Page 6
5. The Growth Fund's basis in the assets acquired from Multi-Sector Fund
will be the same as the basis of such assets in the hands of Multi-Sector Fund
immediately prior to the Reorganization. Code Section 362(b).
6. The holding period of Multi-Sector Fund assets in the hands of the Growth
Fund will include the period during which such assets were held by Multi-Sector
Fund immediately prior to the Reorganization. Code Section 1223(2).
7. The basis of the Growth Fund Class A, Class B, Class C, and Class Z
shares to be received by shareholders of Multi-Sector Fund will, in each
instance, be the same as the basis of the Class A, Class B, Class C, and Class Z
shares of Multi-Sector Fund held by such shareholders and canceled in the
Reorganization. Code Section 358(a)(1).
8. The holding period of the Growth Fund shares to be received by the
shareholders of Multi-Sector Fund will include the holding period of the shares
of Multi-Sector Fund canceled pursuant to the Reorganization, provided that the
Growth Fund shares were held as capital assets on the date of the
Reorganization. Code Section 1223(1).
You should be aware that this opinion is not binding on the Internal
Revenue Service or the courts and that no ruling of the Internal Revenue Service
has been requested. No opinion is expressed concerning the state, local or
foreign tax consequences of the Reorganization.
This opinion is being delivered to you pursuant to paragraph 8.6 of the
Plan.
We hereby give you our consent to your inclusion of this opinion as an
exhibit to the Registration Statement on Form N-14 filed by the Series Fund with
the Securities and Exchange Commission. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the Rules
and Regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ Gardner, Carton & Douglas
<PAGE>
EXHIBIT 99.14(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 1 to Registration
Statement No. 333-49901 of Prudential Jennison Series Fund, Inc. on Form N-14 of
our reports for The Prudential Institutional Fund-Active Balanced Fund, dated
November 13, 1996 and The Prudential Jennison Growth Fund, dated November 4,
1996, both appearing in the Statement of Additional Information, which is
included in such Registration Statement, and to the references to us under the
heading "Financial Highlights" in the Prospectus which is also included in such
Registration Statement.
Deloitte & Touche LLP
New York, New York
May 19, 1998
<PAGE>
Exhibit 99.14(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information and the
incorporation by reference in the Prospectus and Proxy Statement constituting
parts of this registration statement on Form N-14 (the "N-14 Registration
Statement") of our report dated November 14, 1997, relating to the financial
statements and financial highlights appearing in the September 30, 1997 Annual
Report to Shareholders of Prudential Jennison Series Fund, Inc. - Prudential
Jennison Growth Fund (the "Fund") which is included in such Statement of
Additional Information and incorporated by reference in such Prospectus and
Proxy Statement. We also consent to the use of such report and to the reference
to us under the heading "Custodian and Transfer and Dividend Disbursing Agent
and Independent Accountants" in the Statement of Additional Information of Post-
Effective Amendment No. 7 to the registration statement on Form N-1A of the Fund
(the "N-1A Registration Statement"), which is included in the Statement of
Additional Information of such N-14 Registration Statement and incorporated by
reference in the Prospectus and Proxy Statement constituting part of such N-14
Registration Statement. We also consent to the reference to us under the heading
"Financial Highlights" in the Prospectus of such N-1A Registration Statement,
which is incorporated by reference in the Prospectus and Proxy Statement of the
N-14 Registration Statement.
We also consent to the use of our report dated June 24, 1997, relating to the
financial statements and financial highlights appearing in the April 30, 1997
Annual Report to Shareholders of Prudential Multi-Sector Fund, Inc. (the "Fund")
which is included in the Statement of Additional Information and incorporated by
reference in the Prospectus and Proxy Statement. We also consent to the use of
such report and the reference to us under the heading "Custodian and Transfer
and Dividend Disbursing Agent and Independent Accountants" included in the
Statement of Additional Information of Post-Effective Amendment No. 12 to the
registration statement on Form N-1A of the Fund (the "N-1A Registration
Statement"), which is incorporated by reference in the Prospectus constituting
part of such N-1A Registration Statement. We also consent to the reference to us
under the heading "Financial Highlights" in the Prospectus of such N-1A
Registration Statement, which is incorporated by reference in the Prospectus and
Proxy Statement of the N-14 Registration Statement.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036
May 15, 1998
