Post-Effective Amendment of a Form N-1 or N-1A Registration — Rule 485(b)
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485BPOS Post-Effective Amendment of a Form N-1 or N-1A 106 537K
Registration
2: EX-99.(A)(9) Miscellaneous Exhibit 3 11K
3: EX-99.(I) Miscellaneous Exhibit 3 13K
4: EX-99.(J) Miscellaneous Exhibit 1 6K
5: EX-99.(M)(4) Miscellaneous Exhibit 5 16K
6: EX-99.(N)(4) Miscellaneous Exhibit 4 19K
7: EX-99.(P)(1) Miscellaneous Exhibit 16 42K
8: EX-99.(P)(2) Miscellaneous Exhibit 44 140K
9: EX-99.(P)(3) Miscellaneous Exhibit 37 107K
‘EX-99.(N)(4)’ — Miscellaneous Exhibit
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Exhibit 99(n)(4)
JENNISONDRYDEN MUTUAL FUNDS
STRATEGIC PARTNERS MUTUAL FUNDS
JENNISON SMALL COMPANY FUND, INC.
(THE FUND)
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3
The Fund hereby adopts this plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (the "1940 Act"), setting forth the separate
arrangement and expense allocation of each class of shares in each Fund. Any
material amendment to this plan with respect to a Fund is subject to prior
approval of the Board of Directors/Trustees, including a majority of the
independent Directors/Trustees.
CLASS CHARACTERISTICS
[Enlarge/Download Table]
CLASS A SHARES: Class A shares are subject to an initial sales charge and an annual
distribution and/or service fee pursuant to Rule 12b-1 under the 1940 Act
(Rule 12b-1 fee) not to exceed 0.30 of 1% per annum of the average daily net
assets of the class. The initial sales charge is waived or reduced for
certain eligible investors. Investors who purchase $1 million or more of
Class A shares and for whom the initial sales charge would be waived are
subject to a contingent deferred sales charge ("CDSC") of 1% on shares that
are redeemed within 12 months of purchase. The CDSC is waived for purchases
by certain retirement and/or benefit plans affiliated with Prudential.
CLASS B SHARES: Class B shares are not subject to an initial sales charge but are subject to
a CDSC (declining from 5% to zero over a six-year period) which will be
imposed on certain redemptions and an annual Rule 12b-1 fee not to exceed 1%
of the average daily net assets of the class. The CDSC is waived for certain
eligible investors. Class B shares automatically convert to Class A shares
approximately seven years after purchase.
CLASS C SHARES: Class C shares are not subject to an initial sales charge (a low initial sales
charge will be imposed for purchases prior to February 2, 2004) and a 1% CDSC
which will be imposed on certain redemptions within the first 12 months after
purchase (18 months after purchase for purchases prior to February 2, 2004)
and an annual Rule 12b-1 fee not to exceed 1% of the average daily net assets
of the class.
CLASS Z SHARES: Class Z shares are not subject to either an initial sales charge or CDSC, nor
are they subject to any Rule 12b-1 fee.
INCOME AND EXPENSE ALLOCATIONS
Income, any realized and unrealized capital gains and losses, and expenses
not allocated to a particular class of the Fund will be allocated to each
class of the Fund on the basis of the net asset value of that class in
relation to the net asset value of the Fund.
DIVIDENDS AND DISTRIBUTIONS
Dividends and other distributions paid by the Fund to each class of shares,
to the extent paid, will be paid on the same day and at the same time, and
will be determined in the same manner and will be in the same amount,
except that the amount of the dividends and other distributions declared
and paid by a particular class of the Fund may be different from that paid
by another class of the Fund because of Rule 12b-1 fees and other expenses
borne exclusively by that class.
EXCHANGE PRIVILEGE
Holders of Class A Shares, Class B Shares, Class C Shares and Class Z
Shares shall have such exchange privileges as set forth in the Fund's
current prospectus. Exchange privileges may vary among classes and among
holders of a Class.
CONVERSION FEATURES
Class B shares will automatically convert to Class A shares on a quarterly
basis approximately seven years after purchase. Conversions will be
effected at relative net asset value without the imposition of any
additional sales charge. Class B shares acquired through the reinvestment
of dividends or distributions will be subject to conversion in accordance
with the procedures utilized by the broker-dealer through which the Class B
shares were purchased, to the extent such broker-dealer provides
sub-accounting services to the Fund, otherwise the procedures utilized by
Prudential Mutual Fund Services, LLC, or its affiliates, shall be used.
GENERAL
A. Each class of shares shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and shall
have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any other
class.
B. On an ongoing basis, the Directors/Trustees, pursuant to their fiduciary
responsibilities under the 1940 Act and otherwise, will monitor the Fund
for the existence of any material conflicts among the interests of its
several classes. The Directors/Trustees, including a majority of the
independent Directors, shall take such action as is reasonably necessary to
eliminate any such conflicts that may develop. Prudential Investments LLC,
the Fund's Manager, will be responsible for reporting any potential or
existing conflicts to the Directors/Trustees.
Amended and restated as of March 11, 2004.
2
JENNISONDRYDEN MUTUAL FUNDS
STRATEGIC PARTNERS MUTUAL FUNDS
JENNISON SMALL COMPANY FUND, INC.
(THE FUND)
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3
The Fund hereby adopts this plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (the "1940 Act"), setting forth the separate
arrangement and expense allocation of each class of shares in each Fund. Any
material amendment to this plan with respect to a Fund is subject to prior
approval of the Board of Directors/Trustees, including a majority of the
independent Directors/Trustees.
CLASS CHARACTERISTICS
[Enlarge/Download Table]
CLASS A SHARES: Class A shares are subject to an initial sales charge and an annual
distribution and/or service fee pursuant to Rule 12b-1 under the 1940 Act
(Rule 12b-1 fee) not to exceed 0.30 of 1% per annum of the average daily net
assets of the class. The initial sales charge is waived or reduced for
certain eligible investors. Investors who purchase $1 million or more of
Class A shares and for whom the initial sales charge would be waived are
subject to a contingent deferred sales charge ("CDSC") of 1% on shares that
are redeemed within 12 months of purchase. The CDSC is waived for purchases
by certain retirement and/or benefit plans affiliated with Prudential.
CLASS B SHARES: Class B shares are not subject to an initial sales charge but are subject to
a CDSC (declining from 5% to zero over a six-year period) which will be
imposed on certain redemptions and an annual Rule 12b-1 fee not to exceed 1%
of the average daily net assets of the class. The CDSC is waived for certain
eligible investors. Class B shares automatically convert to Class A shares
approximately seven years after purchase.
CLASS C SHARES: Class C shares are not subject to an initial sales charge (a low initial sales
charge will be imposed for purchases prior to February 2, 2004) and a 1% CDSC
which will be imposed on certain redemptions within the first 12 months after
purchase (18 months after purchase for purchases prior to February 2, 2004) and
an annual Rule 12b-1 fee not to exceed 1% of the average daily net assets of
the class.
CLASS Z SHARES: Class Z shares are not subject to either an initial sales charge or CDSC, nor
are they subject to any Rule 12b-1 fee.
CLASS R SHARES: Class R shares are not subject to either an initial sales charge or CDSC, but
they are subject to an annual distribution and/or service fee pursuant to Rule
12b-1 under the 1940 Act (Rule 12b-1 fee) not to exceed 0.75 of 1% per annum of
the average daily net assets of the class.
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INCOME AND EXPENSE ALLOCATIONS
Income, any realized and unrealized capital gains and losses, and expenses
not allocated to a particular class of the Fund will be allocated to each
class of the Fund on the basis of the net asset value of that class in
relation to the net asset value of the Fund.
DIVIDENDS AND DISTRIBUTIONS
Dividends and other distributions paid by the Fund to each class of shares,
to the extent paid, will be paid on the same day and at the same time, and
will be determined in the same manner and will be in the same amount,
except that the amount of the dividends and other distributions declared
and paid by a particular class of the Fund may be different from that paid
by another class of the Fund because of Rule 12b-1 fees and other expenses
borne exclusively by that class.
EXCHANGE PRIVILEGE
Holders of Class A Shares, Class B Shares, Class C Shares, Class Z and
Class R Shares shall have such exchange privileges as set forth in the
Fund's current prospectus. Exchange privileges may vary among classes and
among holders of a Class.
CONVERSION FEATURES
Class B shares will automatically convert to Class A shares on a quarterly
basis approximately seven years after purchase. Conversions will be
effected at relative net asset value without the imposition of any
additional sales charge. Class B shares acquired through the reinvestment
of dividends or distributions will be subject to conversion in accordance
with the procedures utilized by the broker-dealer through which the Class B
shares were purchased, to the extent such broker-dealer provides
sub-accounting services to the Fund, otherwise the procedures utilized by
Prudential Mutual Fund Services, LLC, or its affiliates, shall be used.
GENERAL
A. Each class of shares shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and shall
have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any other
class.
B. On an ongoing basis, the Directors/Trustees, pursuant to their fiduciary
responsibilities under the 1940 Act and otherwise, will monitor the Fund
for the existence of any material conflicts among the interests of its
several classes. The Directors/Trustees, including a majority of the
independent Directors, shall take such action as is reasonably necessary to
eliminate any such conflicts that may develop. Prudential Investments LLC,
the Fund's Manager, will be responsible for reporting any potential or
existing conflicts to the Directors/Trustees.
Amended and restated as of April 26, 2004.
2
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘485BPOS’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on / Effective on: | | 5/3/04 | | | | | | | None on these Dates |
| | 4/26/04 | | 4 |
| | 3/11/04 | | 2 |
| | 2/2/04 | | 1 | | 3 |
| List all Filings |
4 Subsequent Filings that Reference this Filing
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