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
Exhibit 99.(p)(2)
Personal Securities
Trading Policy
INTRODUCTION
As a leader in the financial services industry, Prudential Financial, Inc.
("Prudential" or "Company") aspires to the highest standards of business
conduct. Consistent with this standard, Prudential has developed a Personal
Securities Trading Policy ("Policy") incorporating policies and procedures
followed by leading financial service firms. This Policy is designed to ensure
Prudential and its associates comply with various securities laws and
regulations including the Insider Trading and Securities Fraud Enforcement Act
of 1988 ("ITSFEA") and the National Association of Securities Dealers ("NASD")
Conduct Rules, and to ensure that its associates conduct their personal trading
in a manner consistent with Prudential's policy of placing its shareholders' and
customers' interests first.
This Policy sets forth insider trading standards and requirements, trade
monitoring procedures, and personal trading restrictions for Prudential
associates.
SECTION I sets forth Prudential's Policy Statement On Insider Trading that
applies to all Prudential associates. It is important that all Prudential
associates read and understand this policy, which sets forth their
responsibilities in connection with the use and disclosure of material nonpublic
information.
SECTION II sets forth Prudential's trade monitoring procedures and trade
reporting obligations for Covered and Access Persons, including the authorized
broker-dealer requirement introduced in 2002.
SECTION III sets forth Prudential's policy and restrictions relating to personal
trading in securities issued by Prudential for Designated Persons and all other
Prudential associates. Responsibilities for Section 16 Insiders are covered
under a separate policy.
SECTION IV sets forth the additional trading policies and procedures applicable
to associates of a Prudential broker-dealer.
SECTION V sets forth the additional trading policies and procedures applicable
to associates of a Prudential portfolio management unit or trading unit.
SECTION VI sets forth the additional trading policies and procedures applicable
to associates of the private asset management units of Prudential Investment
Management ("PIM").
SECTION VII sets forth the additional trading policies and procedures applicable
to associates of Prudential Equity Group, Inc. ("PEG").
If you are unclear as to your personal trading and reporting responsibilities,
or have any questions concerning any aspect of this Policy, please contact the
Securities Monitoring Unit, Compliance Department.
The personal trading policy and trade monitoring procedures described in this
Policy reflect the practices followed by leading financial service firms. No
business unit or group may adopt policies or procedures that are inconsistent
with this Policy. However,
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business units may, with the prior approval of the Securities Monitoring Unit,
adopt policies and procedures that are more stringent than those contained in
this Policy.
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TABLE OF CONTENTS
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INTRODUCTION i
TABLE OF CONTENTS iii
I. PRUDENTIAL'S POLICY STATEMENT ON INSIDER TRADING 6
A. USE OF MATERIAL NONPUBLIC INFORMATION 6
B. PRUDENTIAL INSIDER TRADING RULES 6
C. WHAT IS NONPUBLIC INFORMATION? 7
D. WHAT IS MATERIAL INFORMATION? 8
E. "FRONT-RUNNING" AND "SCALPING" 9
F. PRIVATE SECURITIES TRANSACTIONS 9
G. CHARITABLE GIFTS 9
H. PENALTIES FOR INSIDER TRADING 9
1. Penalties for Individuals 10
2. Penalties for Supervisors 10
3. Penalties for Prudential 10
II. SECURITIES TRADE MONITORING FOR COVERED AND ACCESS PERSONS 11
A. THE "SMARTS" SYSTEM 11
B. COVERED AND ACCESS PERSONS 11
C. TRADE REPORTING REQUIREMENTS 11
1. Authorized Broker-Dealer Requirements 12
2. Authorized Broker-Dealer Exceptions 12
3. Trade Reporting Requirements for Exception Accounts 13
4. Personal and Family Member Accounts 13
5. Reportable Securities Transactions 14
6. Confidentiality of Trading Information 14
7. Additional Requirements 14
III. POLICY AND RESTRICTIONS FOR PERSONAL TRADING IN SECURITIES ISSUED BY PRUDENTIAL BY
DESIGNATED PERSONS 15
A. DESIGNATED PERSONS 15
B. SPECIFIC TRADING REQUIREMENTS 15
1. Brokerage Account Requirements for Designated Persons 16
2. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers 16
3. Trading Windows/Blackout Periods 16
4. Preclearance of Trading in Securities Issued by Prudential 17
5. Prohibited Transactions 17
6. PESP 17
C. SUPERVISORY RESPONSIBILITIES 17
D. VIOLATIONS TO THE POLICY 18
IV. TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS 19
A. TRADE MONITORING FOR ASSOCIATES OF PRUCO SECURITIES CORPORATION AND PRUDENTIAL
INVESTMENT MANAGEMENT SERVICES, LLC 19
1. Notification Requirements for Personal Securities Accounts 19
2. Annual Compliance Training and Sign-off 20
B. RESTRICTIONS ON THE PURCHASE AND SALE OF INITIAL EQUITY PUBLIC OFFERINGS 20
C. PRIVATE SECURITIES TRANSACTIONS 21
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D. ADDITIONAL RESTRICTIONS FOR PEG ASSOCIATES 21
V. TRADING RESTRICTIONS FOR PORTFOLIO MANAGEMENT AND TRADING UNITS 22
A. DEFINITIONS 22
B. MUTUAL FUND REPORTING AND TRADING RESTRICTIONS 23
1. Mutual Fund Holding Period 23
2. Policies Relating to Reporting and Trading Mutual Funds 24
C. ADDITIONAL TRADING RESTRICTIONS 24
1. Initial Public Offerings 25
2. Private Placements 25
3. Blackout Periods -- "7 Day Rule" 25
4. Short-Term Trading Profits 26
5. Short Sales 26
6. Options 26
7. Investment Clubs 26
D. PRECLEARANCE 26
E. EXEMPTIONS 27
1. Ineligible securities 27
2. Exercise of rights issued by issuer 27
3. De minimis trades 27
4. Discretionary accounts 27
5. Index options 28
6. Unit investment trusts and open-end mutual funds 28
7. Non-volitional transactions and dividend reinvestment plans 28
8. Exceptions by prior written approval 28
9. Automatic Investment/Withdrawal Programs and Automatic Rebalancing 28
F. PERSONAL TRADE REPORTING 28
G. PERSONAL SECURITIES HOLDINGS 28
H. SERVICE AS A DIRECTOR 29
I. GIFTS 29
J. CODE VIOLATIONS AND SANCTIONS 29
K. REPORTS TO CLIENTS 29
L. CONFLICTS OF INTEREST 30
VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS 31
A. PRIVATE SIDE MONITORED LIST 31
B. INVESTMENT CLUBS 32
C. ADDITIONAL RESTRICTIONS FOR CERTAIN UNITS 32
1. Real Estate Units 32
2. Prudential Capital Group 32
VII. POLICY FOR PRUDENTIAL EQUITY GROUP, INC 33
A. ASSOCIATED PERSONS' SECURITIES ACCOUNTS 33
1. Trade Monitoring at PEG 33
B. DEFINITION OF "EMPLOYEE ACCOUNT" AND "EMPLOYEE RELATED ACCOUNT" 33
C. INVESTMENT CLUBS 34
D. PERSONAL TRADING RESTRICTIONS 34
1. Purchases of Public Equity Offerings 34
2. Private Securities Transactions 34
3. Annual Compliance Training 34
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4. 24 - Hour Research Report Restriction 34
E. RESTRICTED LIST 35
F. ADDITIONAL TRADING RESTRICTIONS FOR CERTAIN PEG DEPARTMENTS 35
1. Trading Restrictions 35
2. Preclearance Procedures 35
EXHIBITS 36
EXHIBIT 1 - SAMPLE LETTER TO BROKERAGE FIRM 36
EXHIBIT 3 - COMPLIANCE AND REPORTING OF PERSONAL TRANSACTIONS 38
EXHIBIT 4 - INDEX OPTIONS ON A BROAD-BASED INDEX 40
EXHIBIT 5 - PERSONAL SECURITIES HOLDINGS REPORT 41
EXHIBIT 6 -- SECTION 16 INSIDERS AND DESIGNATED PERSONS PRECLEARANCE REQUEST FORM 42
COMMENTS:
__________________________________________________________________________________________________EXHIBIT 7 -- NON
PROPRIETARY SUBADVISED MUTUAL FUNDS 43
EXHIBIT 7 -- NON PROPRIETARY SUBADVISED MUTUAL FUNDS 44
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I. PRUDENTIAL'S POLICY STATEMENT ON INSIDER TRADING
Prudential aspires to the highest standard of business ethics. Accordingly,
Prudential has developed the following standards and requirements to ensure the
proper protection of material nonpublic information and to comply with laws and
regulations governing insider trading.
A. USE OF MATERIAL NONPUBLIC INFORMATION
In the course of your work at Prudential, you may receive or have access to
material nonpublic information about Prudential or other public companies.
Company policy, industry practice and federal and state laws establish strict
guidelines regarding the use of material nonpublic information.
- You may not use material nonpublic information, obtained in the course of
your employment, for your personal gain or share such information with others
for their personal benefit;
- You must treat as confidential all information that is not publicly disclosed
concerning Prudential's financial information and key performance drivers,
investment activity or plans, or the financial condition and business
activity of Prudential or any company with which Prudential is doing
business; and
- If you possess material nonpublic information, you must preserve its
confidentiality and disclose it only to other associates who have a
legitimate business need for the information.
Under federal securities law, it is illegal to buy or sell a security while in
possession of material nonpublic information relating to the security.(1) It is
also illegal to "tip" others about inside information. In other words, you may
not pass material nonpublic information about an issuer on to others or
recommend that they trade the issuer's securities.
Insider trading is an extremely complex area of the law principally regulated by
the Securities and Exchange Commission ("SEC"). If you have any questions
concerning the law or a particular situation, you should consult with the
Securities Monitoring Unit, Compliance Department or the Law Department. If you
believe that you may have material nonpublic information about a public company
obtained in the course of your position, or if you are in a portfolio or asset
management unit and you believe you may have material nonpublic information
regardless of the source, you should notify your Chief Compliance Officer or the
Securities Monitoring Unit so that the securities can be monitored and/or placed
on a restricted list as appropriate.
B. PRUDENTIAL INSIDER TRADING RULES
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(1) In some circumstances, additional elements may be required for there to be
a violation of law, including scienter and breach of a duty.
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Below are three rules concerning insider trading. Failure to comply with these
rules could result in violations of the federal securities laws and subject you
to severe penalties described in SECTION H. Violations of these rules also may
result in discipline by Prudential up to and including termination of
employment.
(1) You may not buy or sell securities issued by Prudential or any other public
company if you are in possession of material nonpublic information relating
to those companies. This restriction applies to transactions for you,
members of your family, Prudential or any other person for whom you may buy
or sell securities. In addition, you may not recommend to others that they
buy or sell that security.
(2) If you are aware that Prudential is considering or actually trading any
security for any account it manages, you must regard that as material
nonpublic information. Accordingly, you may not make any trade or
recommendation involving that security, until seven calendar days after you
know that such trading is no longer being considered or until seven
calendar days after Prudential ceases trading in that security.(2)
(3) You may not communicate material nonpublic information to anyone except
individuals who are entitled to receive it in connection with the
performance of their responsibilities for Prudential (i.e., individuals
with a "need to know").
C. WHAT IS NONPUBLIC INFORMATION?
Nonpublic information is information that is not generally available to the
investing public. Information is public if it is generally available through the
media or disclosed in public documents such as corporate filings with the SEC.
If it is disclosed in a national business or financial wire service (such as Dow
Jones or Bloomberg), in a national news service (such as AP or Reuters), in a
newspaper, on the television, on the radio, or in a publicly disseminated
disclosure document (such as a proxy statement or prospectus), you may consider
the information to be public. If the information is not available in the general
media or in a public filing, you should consider it to be nonpublic. Neither
partial disclosure (disclosure of part of the information), nor the existence of
rumors, is sufficient to consider the information to be public. If you are
uncertain as to whether information is nonpublic, you should consult your Chief
Compliance Officer, the Securities Monitoring Unit or the Law Department.
While you must be especially alert to sensitive information, you may consider
information received directly from a designated company spokesperson to be
public information unless you know or have reason to believe that such
information is not generally available to the investing public. An associate
working on a private securities transaction who receives information from a
company representative regarding the transaction should presume that the
information is nonpublic.
EXAMPLE:
When telling a Prudential analyst certain information about the company, a
company representative gives indication that the information may be nonpublic by
saying "This is
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(2) For restrictions applicable to PEG trading department associates, see
Section VII.
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not generally known but . . ." In such a situation, the analyst should assume
that the information is nonpublic.
D. WHAT IS MATERIAL INFORMATION?
There is no statutory definition of material information. You should assume that
information is material if an investor, considering all the surrounding facts
and circumstances, would find such information important in deciding whether or
when to buy or sell a security. In general, any nonpublic information that, if
announced, could affect the price of the security should be considered to be
material information. If you are not sure whether nonpublic information is
material, you should consult the Law Department, the Securities Monitoring Unit
or your Chief Compliance Officer.
Material information may be about Prudential or another public company.
EXAMPLES:
- Information about a company's earnings or dividends (e.g., whether earnings
will increase or decrease);
- Information about a company's physical assets (e.g., an oil discovery, a fire
that destroyed a factory, or an environmental problem);
- Information about a company's personnel (e.g., a valuable employee leaving or
becoming seriously ill);
- Information about a company's pension plans (e.g., the removal of assets from
an over-funded plan or an increase or decrease in future contributions);
- Information about a company's financial status (e.g., financial restructuring
plans or changes to planned payments of debt securities); or
- Information about a merger, acquisition, tender offer, joint venture or
similar transaction involving the Company generally should be considered
material.
Information may be material even though it may not be directly about a company
(e.g., if the information is relevant to that company or its products, business,
or assets).
EXAMPLES:
- Information that a company's primary supplier is going to increase
dramatically the prices it charges; or
- Information that a competitor has just developed a product that will cause
sales of a company's products to plummet.
Material information may also include information about Prudential's activities
or plans relating to a company unaffiliated with Prudential.
EXAMPLE:
Information that Prudential is going to enter into a transaction with a company,
such as, for example, awarding a large service contract to a particular company.
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E. "FRONT-RUNNING" AND "SCALPING"
Trading while in possession of information concerning Prudential's trades is
prohibited by Prudential's insider trading rules and may also violate federal
law. This type of trading activity is referred to as "front running" and
"scalping".
Front running occurs when an individual, with knowledge of Prudential's trading
intentions, knowingly makes a trade in the same direction as Prudential just
before Prudential makes its trade. Examples include buying a security just
before Prudential buys that security (in the expectation that the price may rise
based on such purchase) or selling a security just before Prudential sells such
security (in the expectation that such sale will lead to a drop in price).
Scalping is making a trade in the opposite direction just after Prudential's
trade, in other words, buying a security just after Prudential stops selling
such security or selling just after Prudential stops buying such security.
EXAMPLE:
Prudential is planning to sell a large position in ABC Co. If you sell ABC Co.
securities ahead of Prudential in expectation that the large sale will depress
its price, you are engaging in front running. If you purchase ABC Co. securities
after Prudential has completed its sale to take advantage of the temporary price
decrease, you are engaging in scalping.
F. PRIVATE SECURITIES TRANSACTIONS
The antifraud provisions of the federal securities laws apply to transactions in
both publicly traded securities and private securities. However, the insider
trading laws do not prohibit private securities transactions where both parties
to the transaction have possession of the same material nonpublic information.
G. CHARITABLE GIFTS
If you are in possession of material nonpublic information concerning a security
you hold, you may not gift the security to a charitable institution and receive
a tax deduction on the gift.
H. PENALTIES FOR INSIDER TRADING(3)
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(3) In addition to the penalties listed in this section, Prudential and/or
Prudential associates could be subject to penalties under the Employee
Retirement Income Security Act of 1974 (ERISA) if the insider trading
occurs in connection with an ERISA plan's investment.
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1. PENALTIES FOR INDIVIDUALS
Individuals who illegally trade while in possession of material nonpublic
information or who illegally tip such information to others may be subject to
severe civil and criminal penalties including disgorgement of profits,
substantial fines and imprisonment. Employment consequences of such behavior may
include the loss or suspension of licenses to work in the securities industry,
and disciplinary action by Prudential up to and including termination of
employment.
2. PENALTIES FOR SUPERVISORS
The law provides for penalties for "controlling persons" of individuals who
commit insider trading. Accordingly, under certain circumstances, supervisors of
an associate who is found liable for insider trading may be subject to criminal
fines up to $1 million per violation, civil penalties and fines, and discipline
by Prudential up to and including termination of employment.
3. PENALTIES FOR PRUDENTIAL
Prudential could also be subject to penalties in the event an associate is found
liable for insider trading. Such penalties include, among others, harsh criminal
fines and civil penalties, as well as, restrictions placed on Prudential's
ability to conduct certain business activities including broker-dealer,
investment adviser, and investment company activities.
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II. SECURITIES TRADE MONITORING FOR COVERED AND ACCESS PERSONS
A. THE "SMARTS" SYSTEM
Federal Law requires all broker-dealers and investment advisers to establish
procedures to prevent insider trading by their associates. In addition, the
Federal Sentencing Guidelines require companies to establish reasonable
procedures to prevent and detect violations of the law. To comply with these and
other similar laws and rules, Prudential has developed the Personal Securities
Trading Policy to prevent the misuse of material nonpublic information about
Prudential or other public companies. All employees are held to the general
principles of the Policy to ensure the proper use of material nonpublic
information.
However, certain employees are required to have their personal trading
activities monitored and may be subject to additional restrictions. Prudential
has established a program to monitor the personal securities trading of
associates with routine access to nonpublic corporate information about
Prudential or any external public company, portfolio management activities, or
other sensitive information. These individuals are required to have their
personal securities transactions monitored in the securities trade monitoring
system known as "SMARTS" (Securities Monitoring Automated Reporting and Tracking
System).
B. COVERED AND ACCESS PERSONS
Certain employees are classified as "Covered" or "Access" Persons (as defined
below). These individuals are categorized based on the information to which they
have access. Covered and Access Persons are required to conform to the
authorized broker-dealer requirements (discussed below).
"Access Persons" - Associates who work in or support portfolio management
activities. See SECTION V for specific requirements.
"Covered Persons" - Associates, other than Access Persons, who may have access
to material nonpublic information about external public companies or those
individuals who have a regulatory obligation to be monitored.
If you are unsure as to whether you are an Access or Covered Person, contact
your Chief Compliance Officer or the Securities Monitoring Unit. (4)
C. TRADE REPORTING REQUIREMENTS
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(4) PEG monitors the personal trading of its associates in conformity with
applicable NYSE and NASD rules, through its own process utilizing SMARTS
technology. See Section VII.
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1. AUTHORIZED BROKER-DEALER REQUIREMENTS
Covered and Access Persons are required to maintain personal brokerage accounts
at an authorized broker-dealer. The authorized firms are Wachovia Securities
(for accounts that were previously maintained at Prudential Securities), Pruco
Securities, Charles Schwab, E*TRADE, Fidelity Investments, and Merrill Lynch.
Covered and Access Persons can find information about each firm through the
authorized broker-dealer website at http://njplazx51/authorizedbrokerdealers.
The account types that are subject to the authorized broker-dealer requirements
are listed below in SECTION C. 4.
Prudential Financial, Inc. securities held at EquiServe Trust Company, N.A. are
not required to be transferred.
New Associates who are subject to this requirement will be required to transfer
accounts to an authorized broker-dealer within 60 days of becoming a Covered
and/or Access Person. Associates must instruct their brokers to send trading
activity (written confirmations and statements) to the Securities Monitoring
Unit while they are in the process of transferring their accounts. A sample
letter to a brokerage firm is provided as EXHIBIT 1 to this Policy.
2. AUTHORIZED BROKER-DEALER EXCEPTIONS
Exceptions to the authorized broker-dealer requirement are limited and should be
submitted to the Chief Compliance Officer responsible for your business unit who
will submit the request to the appropriate Business Unit or Corporate Department
Executive at the Senior Vice President level or above for review. Documentation
for all exceptions must be forwarded to your business unit compliance officer
for review. Exceptions will be evaluated on a case-by-case basis based on the
following criteria:
- Accounts held jointly with or accounts for spouses who are subject to the
same type of personal trading requirements that pre-date this policy (June
27, 2002) or that were established prior to being subject to this policy.
- Accounts in which the employee has a formal investment management agreement
that provides full discretionary authority to a third party money manager. A
copy of the management agreement must be submitted to the business unit
compliance officer.
- Blind trusts and family trusts. A copy of the trust agreement must be
submitted to the business unit compliance officer.
- Accounts for international employees in locations where there is no local
presence or access to one of these firms.
- Accounts holding non-transferable securities that may not, due to their
nature, be liquidated without undue hardship to the employee (new purchases
generally will not be permitted.)
- Direct stock purchase or dividend reinvestment plans that are established
directly with a public company.
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3. TRADE REPORTING REQUIREMENTS FOR EXCEPTION ACCOUNTS
If you are granted an exception to the authorized broker-dealer requirement, you
must direct the brokerage firm(s) that maintains your securities account(s) to
send duplicate copies of your trade confirmations and account statements
("trading activity") to the Securities Monitoring Unit. A sample letter to a
brokerage firm is provided as EXHIBIT 1 to this Policy. Remember, accounts
maintained at Wachovia Securities (for accounts that were previously maintained
at Prudential Securities), Pruco Securities, Charles Schwab, E*TRADE, Merrill
Lynch, and Fidelity Investments are exempt from this requirement.(5)
4. PERSONAL AND FAMILY MEMBER ACCOUNTS
You are required to maintain in the manner described above, all securities
accounts in which you have a beneficial interest, including the following:
(1) Personal accounts;
(2) Accounts in which your spouse has beneficial interest;
(3) Accounts in which your minor children or any dependent family member has a
beneficial interest;
(4) Joint or tenant-in-common accounts in which you are a participant;
(5) Accounts for which you act as trustee, executor or custodian;
(6) Accounts over which you exercise control or have any investment discretion;
and
(7) Accounts of any individual to whose financial support you materially
contribute.6
Accounts restricted solely to the purchase and sale of mutual funds and/or 529
College Savings Plans are not subject to the Policy and do not require
disclosure.7 However, if the account may trade other securities, it is subject
to the Policy even if it holds only mutual funds.
All monitored associates are required to complete and sign an annual
Acknowledgment Form, attached as EXHIBIT 2, identifying and listing the location
of all reportable brokerage accounts, including those held at authorized
broker-dealers and those held at non-authorized firms. For the latter, your
signature on the Acknowledgement Form will confirm that you have instructed all
brokers for such accounts to send duplicate copies of account statements and
trade confirmations to the Securities Monitoring Unit.
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(5) Information concerning securities transactions at the authorized
broker-dealers is fed by computer link directly to Prudential's trade
monitoring system, SMARTS.
(6) For example, this would include individuals with whom you share living
expenses, bank accounts, rent or mortgage payments, ownership of a home, or
any other material financial support.
(7) Investment Personnel and Access Persons are subject to certain trading
restrictions and reporting requirements with respect to mutual fund
transactions and holdings. See SECTION V.B.
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Acknowledgment forms, which are supplied to you electronically by the Securities
Monitoring Unit, must be completed annually.(8)
5. REPORTABLE SECURITIES TRANSACTIONS
In general, all securities transactions are reportable by Access and Covered
Persons except for purchases and sales of variable insurance products (including
annuities), certificates of deposit and certain United States government
securities. In addition, Covered Persons are not required to report purchases
and sales of open-end mutual funds. However, Access Persons must report
transactions and holdings of certain open-end mutual funds as described in
SECTION V. The chart attached as EXHIBIT 3 identifies the personal securities
transactions that are reportable.
6. CONFIDENTIALITY OF TRADING INFORMATION
The Securities Monitoring Unit is responsible for maintaining SMARTS, and
recognizes that your investment records are highly confidential. Accordingly,
the Securities Monitoring Unit follows careful procedures for the collection and
review of associate trading information to ensure that such records are kept in
the strictest confidence. Other than exception reports, which are reviewed by
business unit heads and business unit compliance personnel, the only persons who
have access to this information are a small group within the Compliance
Department.
7. ADDITIONAL REQUIREMENTS
Additional information and guidance can be found in the following Sections:
Requirements for Designated Person - SECTION III.
Requirements for Associates of Broker Dealers - SECTION IV.
Requirements for Portfolio Management Units - SECTION V.
Requirements for Private Asset Management Units - SECTION VI.
Requirements for associates of PEG - SECTION VII.
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(8) The Securities Monitoring Unit administers the processing of annual
acknowledgment forms. If you are a reporting associate, and have not
completed an acknowledgment form, please contact the Securities Monitoring
Unit.
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III. POLICY AND RESTRICTIONS FOR PERSONAL TRADING IN SECURITIES ISSUED BY
PRUDENTIAL BY DESIGNATED PERSONS
This Section specifically addresses the requirements for those associates who
have routine access to material nonpublic information about Prudential. These
requirements are consistent with policies of leading financial service firms.
Specific policies and procedures relating to Section 16 Insiders are addressed
in a separate policy statement, which is available through the Securities
Monitoring Unit.
A. DESIGNATED PERSONS
A "DESIGNATED PERSON" is an employee who, during the normal course of his or her
job, has routine access to material nonpublic information about Prudential,
including information about one or more business units or corporate level
information. Employees at the corporate rank of Executive Vice President ("EVP")
and above are deemed to be Designated Persons. Direct reports to each Vice
Chairman and EVP and their direct reports are also deemed to be Designated
Persons.
The Vice Presidents ("VP's") of Finance for each business unit must identify
additional employees in each unit who, regardless of level, have routine access
to material nonpublic information about Prudential. It is the responsibility of
the VPs of Finance to notify the Securities Monitoring Unit of any changes to
this list.
Finally, management of all other business groups and corporate departments are
required to identify and inform the Securities Monitoring Unit of any additional
employees, who through the performance of their jobs, have regular access to
material nonpublic information.
Employees who have been classified as a Designated Person, but believe that they
do not have access to material nonpublic information, may request an exception
to this requirement. Requests should be forwarded to the Securities Monitoring
Unit, who in consultation with the Law Department, will review and facilitate
the request. Certain exceptions must be approved by Prudential's General
Counsel.
B. SPECIFIC TRADING REQUIREMENTS
All employees are prohibited from trading securities issued by Prudential while
in possession of material nonpublic information regarding the Company. All
employees are also prohibited from selling short including "short sales against
the box" and from participating in any options transactions on any securities
issued by Prudential. Employees are also discouraged from engaging in
speculative transactions in securities issued by Prudential and are encouraged
to hold Prudential securities for long-term investment.
Designated Persons are required to preclear all transactions in Company
securities prior to execution through the Securities Monitoring Unit. This
requirement excludes
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transactions in Prudential mutual funds and annuities. Trades will be approved
only during open "trading windows." Designated Persons are also subject to the
general prohibition relating to short sales and options transactions. These
restrictions apply to all accounts in which a Designated Person has a direct or
indirect beneficial interest including, but not limited to, accounts for
spouses, family members living in your household, and accounts for which the
Designated Person or his/her family member exercises investment discretion.
1. BROKERAGE ACCOUNT REQUIREMENTS FOR DESIGNATED PERSONS
Designated Persons are required to hold and trade Prudential Financial, Inc.
common stock and related equity derivative securities ("PRU") only at an
authorized broker-dealer. The authorized firms are Wachovia Securities (for
accounts that were previously maintained at Prudential Securities), Pruco
Securities, Charles Schwab, E*TRADE, Fidelity Investments, and Merrill Lynch.
Designated Persons can access information about each firm through the authorized
broker-dealer website at http://njplazx51/authorizedbrokerdealers.
This requirement applies to accounts for you, your family members, or accounts
in which you have a beneficial interest or over which you have trading
authority. See SECTION II.C.4. for a complete list of applicable accounts. You
may still maintain your accounts at non-authorized broker-dealers for your
non-PRU positions, however those accounts are still subject to Prudential's
monitoring procedures outlined below in SECTION B.2.
While PRU stock held by you at EquiServe Trust Company, N.A., ("EquiServe") is
subject to the provisions of this Policy (e.g., transactions are subject to
preclearance and trading window requirements), Designated Persons are not
required to transfer PRU positions held at EquiServe to an authorized
broker-dealer.
2. TRADE REPORTING REQUIREMENTS FOR ACCOUNTS WITH NON-AUTHORIZED BROKER-DEALERS
Designated Persons who maintain brokerage accounts with brokerage firms (for
their non-PRU positions) other than the authorized broker-dealers listed in
SECTION B.1. above, must direct the brokerage firm(s) to send duplicate copies
of trade confirmations and account statements to the Securities Monitoring
Unit.(9) A sample letter to a brokerage firm is provided as EXHIBIT 1 to this
Policy.
3. TRADING WINDOWS/BLACKOUT PERIODS
Designated Persons are permitted to trade in securities issued by Prudential
only during open trading windows. Approximately 24 hours after the Company
releases its quarterly earnings to the public, the trading window generally
opens and generally will remain open until approximately two weeks before the
end of each quarter. In addition, the Company may notify Designated Persons
regarding unscheduled blackout periods. For example, in the event the Company
decides to make an unscheduled announcement (e.g., a pre quarter-end earnings
estimate), Prudential may restrict trading activity
----------
(9) Information concerning securities transactions at the authorized
broker-dealers is fed by computer link directly to SMARTS. For accounts
held at unauthorized firms, the Securities Monitoring Unit must receive
paper copies of all confirms and monthly statements.
16
during a normally permissible trading window. The Securities Monitoring Unit
will notify Designated Persons of the opening of trading windows and the
commencement of blackout periods.
4. PRECLEARANCE OF TRADING IN SECURITIES ISSUED BY PRUDENTIAL
Designated Persons are required to preclear all transactions in securities
issued by Prudential through the Securities Monitoring Unit. Designated Persons
should submit requests electronically through the SMARTS Preclearance Intranet
site. Designated Persons will be sent a link to the Preclearance site from the
Securities Monitoring Unit, and a link is also available from the Compliance
Department's Intranet site. All approved transactions are valid until the close
of business on the day in which preclearance is granted. Therefore, Designated
Persons may not enter into "good until cancelled" or "limit" orders involving
Prudential securities that carry over until the next trading day. (See EXHIBIT 6
for sample SMARTS Preclearance Request Form.)
Transactions that require preclearance include, but are not limited to, the
following:
- Open market transactions through a broker/dealer;
- Prudential securities transactions executed in EquiServe accounts;
- Gifts received or given;
- Stock option, restricted stock and performance share plan exercises; and
- Prudential Employee Savings Plan ("PESP") and Deferred Compensation Plan
Company Stock Fund transactions. Purchases through automatic payroll
deductions need only be precleared at the time the election is made.
Preclearance requests for automatic payroll elections will only be accepted
during open trading windows.
5. PROHIBITED TRANSACTIONS
All employees are prohibited from selling short including "short sales against
the box" and from participating in any options transactions on any securities
issued by Prudential. In addition, Designated Persons are prohibited from
exercising their employee stock options during a blackout period, regardless of
whether the transaction involves the sale of Prudential securities. As a result,
controls have been established to prevent option exercises during closed trading
windows.
6. PESP
Certain controls have been established to prevent trading activity in PESP
during closed trading periods. PESP transactions that are blocked include
exchanges, deferral rate and allocation changes, loans and distributions.
Remember, it is the Designated Person's obligation to comply with this Policy
including the preclearance and trading window requirements. If a blocking system
fails, the employee will be responsible for the exception to the Policy.
C. SUPERVISORY RESPONSIBILITIES
The VP's of Finance, in conjunction with the Business Unit and Department Heads
or
17
their designees, are responsible for identifying changes to the Designated
Persons list in their areas and informing the Securities Monitoring Unit, and,
with the Securities Monitoring Unit, facilitating employee understanding of and
conformity with this Policy. The trade monitoring process is conducted by the
Securities Monitoring Unit with matters brought to the attention of Business
Unit/Department Head management as needed.
D. VIOLATIONS TO THE POLICY
Violations or other exceptions to this policy including the preclearance and
trading window requirements are reviewed by the Designated Persons Personal
Trading Policy Committee. Policy violations or exceptions that may result in
disciplinary action, other than an educational reminder, will be resolved with
the employee's supervisor. Individuals who do not comply with the Policy are
subject to disciplinary action up to and including termination of employment.
18
IV. TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS
A. TRADE MONITORING FOR ASSOCIATES OF PRUCO SECURITIES CORPORATION AND
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES, LLC.
Pruco Securities Corporation ("Pruco") is a full service broker-dealer whose
business is limited to the facilitation of non-solicited customer orders of
general securities and the distribution of investment company and variable
contract products. Prudential Investment Management Services LLC. ("PIMS") and
American Skandia Marketing, Incorporated ("American Skandia") are a full service
broker-dealers whose primary business is restricted to the facilitation of
customer orders in and distribution of Prudential mutual funds, annuities, and
529 plan interests.
Unlike Prudential units that participate in the Personal Trade Monitoring
System, the nature and scope of Pruco's, PIMS', and American Skandia's business
is such that their associates do not have access to material nonpublic
information concerning publicly traded securities through their employment.(10)
Accordingly, Pruco, PIMS and American Skandia associates are generally not
required to participate in SMARTS. However, pursuant to SEC and NASD
regulations, Pruco and PIMS Registered Representatives must comply with the
following reporting requirements: (11)
1. NOTIFICATION REQUIREMENTS FOR PERSONAL SECURITIES ACCOUNTS
In accordance with NASD Rule 3050, Pruco and PIMS Registered Representatives
("Registered Representatives") must notify Pruco/PIMS, in writing, prior to
opening an account at another broker-dealer, and must notify Pruco/PIMS of any
accounts opened prior to becoming a Pruco/PIMS Registered Representative.
Registered Representatives must also notify broker-dealers, prior to opening
such accounts, that they are Registered Representatives of Pruco/PIMS. However,
if the account was established prior to the association of the person with
Pruco/PIMS, the Registered Representative must notify the broker-dealer in
writing promptly after becoming so associated.
These notification requirements apply to all personal securities accounts of
Registered Representatives and any securities accounts over which they have
discretionary authority.
Registered Representatives are not required to report accounts that are limited
to the following types of investments: (1) mutual funds; (2) variable life and
variable annuity contracts; (3) unit investment trusts; (4) certificates of
deposit; (5) 529 Plans; and (6) money market fund accounts.(12)
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(10) Certain PIMS personnel employed by portfolio management units may be
subject to the personal securities trading restrictions set forth in
Section V. due to their association with portfolio management activities in
addition to the restrictions set forth in this Section.
(11) American Skandia associated persons follow policies and procedures outlined
in American Skandia's compliance manual that are generally consistent with
the requirements of this Section.
(12) Associated persons who are also Access Persons are required to report
certain mutual fund transactions and holdings as described in Section V.
19
2. ANNUAL COMPLIANCE TRAINING AND SIGN-OFF
The NASD/NYSE Joint Memorandum on Chinese Wall Policies and Procedures (NASD
Notice to Members 91-45) provides that firms that do not conduct investment
banking research or arbitrage activities still must have "reasonable procedures
for the education and training of its associates about insider trading" in order
to be in compliance with ITSFEA. Consistent with this Notice, Pruco/PIMS
includes a statement concerning insider trading in its annual Compliance
Overview. Annually, all Registered Representatives are required to sign a
statement affirming that they have read and understand Pruco's/PIMS' policy
concerning insider trading as described in the Insurance Division or the PIMS
Compliance Manual and as set forth in Prudential's Policy Statement On Insider
Trading contained in SECTION I of this Policy.
B. RESTRICTIONS ON THE PURCHASE AND SALE OF INITIAL EQUITY PUBLIC OFFERINGS
NASD Rule 2790 prohibits broker-dealers from purchasing or retaining "new
issues" in their own accounts and from selling new issues to a restricted
person. Restricted persons are defined as directors, officers, general partners,
employees, associated persons and agents engaged in the investment banking or
securities business of any broker-dealer. "New Issues" are any initial public
offerings of an equity security.
These basic prohibitions also cover sales of new issues to accounts in which any
restricted person may have a beneficial interest and, with limited exceptions,
to members of the immediate family of such persons. A Restricted Person is
permitted to have an interest in an account that purchases new issues (i.e.,
collective investment accounts including hedge funds, investment partnerships,
investment corporations, etc.) provided that the beneficial interests of all
restricted persons do not in aggregate exceed 10% of the total account.
The overall purpose of this prohibition is to protect the integrity of the
public offering process by requiring that NASD members make a bona-fide public
distribution of securities by not withholding such securities for their own
benefit or using the securities to reward other persons who are in a position to
direct future business to the firm.
To ensure compliance with this Rule, associated persons of Prudential's
broker-dealers are prohibited from purchasing securities in any public offerings
of equity securities. This prohibition includes all associates of Prudential's
broker-dealers including PIMS, PRUCO, American Skandia and PEG (See SECTION VII
for a full discussion of requirements and restrictions applicable to PEG
associates.)
The policy applies to all public offerings of equity securities, whether or not
the above broker-dealers are participating in the offering. There are no
prohibitions on purchases of public offerings of, investment grade asset-backed
securities, open-end mutual funds, preferred securities, convertible securities
or any debt securities, including but not limited to municipal or government
securities.
WHICH ACCOUNTS ARE RESTRICTED:
Accounts of all persons associated with the above broker-dealers and their
immediate
20
families are restricted from purchasing equity public offerings of securities.
The term "immediate family" includes parents, mother-in-law, father-in-law,
spouse, siblings, brother-in-law, sisters-in-law, children and their spouses, or
any other person who is supported (directly or indirectly) to a material extent
by the associated person.
The prohibition does not apply to sales to a member of the associate's immediate
family who is not supported directly or indirectly to a material extent by the
associate, if the sale is by a broker-dealer other than that employing the
restricted person and the restricted person has no ability to control the
allocation of the new issue. For information on this exception, please contact
your broker-dealer compliance officer.
C. PRIVATE SECURITIES TRANSACTIONS
In accordance with NASD Rule 3040, all associates of PIMS, Pruco and PEG must
notify their broker-dealer, in writing, and obtain written approval from the
broker-dealer, prior to engaging in any private securities transaction. Private
securities transactions include, but are not limited to, transactions in
unregistered offerings of securities, and purchases or sales of limited
partnership interests.
Such notification should be made to the compliance officer for the broker-dealer
or the compliance officer's designee who will be responsible for approving
private securities transactions. This notification requirement does not apply to
those trades for which duplicate confirmations are provided by the executing
broker. For associates who are subject to preclearance, the preclearance form
will satisfy the notification requirement.
D. ADDITIONAL RESTRICTIONS FOR PEG ASSOCIATES
PEG associates are subject to certain additional personal trading restrictions,
which are set forth in SECTION VII.
21
V. TRADING RESTRICTIONS FOR PORTFOLIO MANAGEMENT AND TRADING UNITS
Rule 17(j) under the Investment Company Act of 1940 requires that every
investment company adopt procedures designed to prevent improper personal
trading by investment company personnel. Rule 17(j) was created to prevent
conflicts of interest between investment company personnel and shareholders, to
promote shareholder value, and to prevent investment company personnel from
profiting from their access to proprietary information.
In light of the adoption of Rule 17(j) and the growing concern that the mutual
fund industry needed to police itself, the Investment Company Institute ("ICI"),
an industry group, assembled a blue ribbon panel and, in 1994, issued a report
setting forth a series of recommendations concerning personal trading by
investment personnel. These recommendations, known as the "ICI rules", have been
praised by the SEC, and have been adopted by the majority of the asset
management industry associated with U.S. registered investment companies.
It is the duty of all Access Persons to act in a manner that avoids any conflict
of interest or the appearance of a conflict of interest with Prudential's
customers or shareholders. In addition, it is the responsibility of each Access
Person to comply with all applicable Federal Securities Laws. In keeping with
our ethical standards and the practices of the industry leaders, Prudential has
adopted the ICI rules for all of its portfolio management units. The ICI rules
concerning personal trading are set forth below and are applicable to these
portfolio management units and certain associates outside the specific business
unit who provide direct support to these units.(13) In addition, the ICI rules,
with certain exceptions, have also been adopted for other investment management
units within Prudential including, for example, Prudential Investments LLC.(14)
A. DEFINITIONS
The following terms are defined for purposes of this policy:
- "Access Persons" are employees or officers of a mutual fund or investment
adviser, who, in connection with their normal responsibilities, make,
participate in, or obtain
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(13) Certain PIMS personnel employed by portfolio management units may be
subject to the personal securities trading restrictions set forth in this
section due to their association with portfolio management activities in
addition to the restrictions set forth in Section IV.
(14) Certain individuals of Prudential Investments with access to material
nonpublic information, including portfolio trading activity, are subject to
this Section. In addition, employees of Prudential Investments who are not
deemed Access Persons may still be subject to personal trade monitoring due
to their specific job responsibilities and the information to which they
have access. In addition, certain international units may also be subject
to the requirements of this Section. Individuals should consult the
applicable business unit compliance officer for additional information.
22
current or pending information regarding the purchase or sale of a security
by the Complex (Complex defined below).(15)
- "Investment personnel" are Access Persons who are portfolio managers,
analysts, traders, or certain other individuals as designated by the
compliance officer. (For restrictions applicable to PEG Trading Desk
personnel, see SECTION VII).
- A "pending buy or sell order" exists when a decision to purchase or sell a
security has been made and communicated.
- The "Complex" includes all portfolios managed by the business unit or group
of units to which an individual is deemed to have access.
B. MUTUAL FUND REPORTING AND TRADING RESTRICTIONS
Investment Personnel and Access Persons are prohibited from market timing any
proprietary mutual funds, as well as non-proprietary funds subadvised by
Prudential, and must comply with any trading restrictions established by
Prudential and its clients to prevent market timing of these funds.
To deter the market timing in proprietary and non-proprietary funds subadvised
by Prudential, Investment Personnel and certain officers of Prudential
Investment Management ("PIM") and Prudential Investments LLC ("PI") are required
to hold any proprietary or non-proprietary subadvised mutual funds for a period
of 90 days. Investment Persons and Access Persons are also required to report
mutual fund transactions covered under this policy as described below.
1. MUTUAL FUND HOLDING PERIOD
Investment Personnel and certain PIM and PI employees are required to hold
proprietary and non-proprietary subadvised mutual funds, excluding money market
funds, purchased for a period of 90 days.(16) Proprietary funds include
JennisonDryden, Strategic Partners, Target, and American Skandia Advisor Funds
("American Skandia Funds"). Non-proprietary subadvised funds are defined in
EXHIBIT 7. Specifically, Investment Personnel and certain PIM and PI employees
are prohibited from executing a purchase and a sale of the same proprietary or
non-proprietary subadvised mutual fund during any 90-day period.(17) This
restriction applies to accounts for which Investment Personnel and certain PIM
and PI employees have a direct or indirect beneficial interest, including
household members. See SECTION II.C.4. Profits realized on such transactions
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(15) Officers listed on PI's Form ADV and mutual fund officers are also
classified as Access Persons.
(16) PIM and PI employees will be identified by the President of PIM in
consultation with the PIM Chief Compliance Officer. The PIM Chief
Compliance Officer will be responsible for maintaining the list and
submitting any changes to the Securities Monitoring Unit.
(17) For the Prudential Employee Savings Plan and the Jennison Associates
Savings and Pension Plans, only exchanges of proprietary and
non-proprietary subadvsied funds are subject to the 90-day holding period.
Purchases due to automatic payroll deductions and company match and
automatic rebalancing transactions are exempt from this requirement.
23
must be disgorged to the applicable mutual fund or client, or as otherwise
deemed appropriate by the Committee.(18)
2. POLICIES RELATING TO REPORTING AND TRADING MUTUAL FUNDS
Access Persons are required to report all transactions of proprietary and
non-proprietary subadvised mutual funds. This requirement applies to accounts
for which Access Persons have a direct or indirect beneficial interest,
including household members. See SECTION II.C.4.
Access Persons may hold and trade proprietary and non-proprietary subadvised
mutual funds only through one of the authorized broker/dealers, directly with
Prudential Mutual Fund Services ("PMFS"), the Prudential Employee Savings Plan
("PESP"), or the Jennison Associates ("Jennison") Savings and Pension Plans.(19)
However, non-proprietary subadvised funds may be traded directly with the fund
provided that duplicate account statements and trade confirmations are sent
directly to the Securities Monitoring Unit, Compliance Department. For
non-proprietary subadvised funds, Access Persons must notify fund complexes
within 60 days of receipt of this policy requesting that duplicate statements
and confirmations be forwarded to the Securities Monitoring Unit. Investment
elections or transactions executed in the executive deferred compensation plans
are not subject to this requirement.(20)
Investment Personnel and Access Persons must notify the Securities Monitoring
Unit of any mutual fund accounts, including accounts of all household members,
held directly with the fund for all non-proprietary subadvised mutual funds. In
addition, Investment Personnel and Access Persons must contact these funds to
request that duplicate statements and confirmations of mutual fund trading
activity be sent to the Securities Monitoring Unit. A sample letter to a
brokerage firm is provided as EXHIBIT 1 to this Policy.
C. ADDITIONAL TRADING RESTRICTIONS
The following restrictions and requirements apply to all accounts in which
Access Persons and Investment Personnel have a direct or indirect beneficial
interest, including accounts of household members as described in SECTION
II.C.4.
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(18) Discipline and sanctions relating to violations occurring in the Prudential
Employee Savings Plan or the Jennison Savings or Pension Plans will be
determined separately by the Personal Securities Trading/Mutual Fund Code
of Ethics Committee.
(19) Mutual fund transactions executed through PMFS, PESP and the Jennison
Savings and Pension Plans will be sent to Compliance through a daily
electronic trading feed.
(20) Prudential's deferred compensation plans (including The Prudential
Insurance Company of America Deferred Compensation Plan, the Amended and
Restated American Skandia Lifestyle Security Plan, and the Trust Agreement
Between Jennison Associates LLC and Wachovia Bank, N.A.) are not
susceptible to market timing due to the fact that the plans only permit one
transaction per month. Therefore, transactions in these plans are exempt
from both the 90-day holding period and reporting requirements.
24
1. INITIAL PUBLIC OFFERINGS
Investment personnel are prohibited from purchasing initial public offerings of
securities. For purposes of this policy, "initial public offerings of
securities" do not include offerings of government or municipal securities.
2. PRIVATE PLACEMENTS
Investment personnel are prohibited from acquiring any securities in a private
placement without express prior approval. Such approval must be obtained from
the local business unit head in consultation with the business unit compliance
officer (such person having no personal interest in such purchases or sales),
based on a determination that no conflict of interest is involved.
Investment personnel must disclose their private placement holdings to the
business unit compliance officer and the business unit's chief investment
officer when the investment personnel play a part in the consideration of any
investment by the portfolio in the issuer. In such circumstances, the
portfolio's decision to purchase securities of the issuer will be subject to
independent review by appropriate personnel with no personal interest in the
issuer.
3. BLACKOUT PERIODS -- "7 DAY RULE"
Access Persons are prohibited from executing a securities transaction on a day
during which any portfolio in their 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.(21) This prohibition will not apply to purchases and sales
executed in a fund or portfolio that replicates a broad based securities market
index.
Investment personnel are prohibited from buying or selling a security within
seven calendar days before or after a portfolio in their Complex trades in the
same or an equivalent security. Nevertheless, a personal trade by any investment
personnel shall not prevent a portfolio in the same business unit from trading
in the same or an equivalent security. However, such a transaction shall be
subject to independent review by their business unit compliance officer.(22)
This prohibition will not apply to purchases and sales executed in a fund or
portfolio that replicates a broad based securities market index.
Profits realized on transactions that are executed during blackout periods may
be required to be disgorged to the business unit. Transactions inadvertently
executed by an Access Person during a blackout period will not be considered a
violation and disgorgement will not be required provided that the transaction
was effected in accordance with the preclearance procedures and without prior
knowledge of any pending purchase or sale orders in the Complex in the same or
equivalent security. All disgorged profits will be donated to a charitable
organization in the name of the Company or to an account or client for which the
security is held or traded.
----------
(21) There is no presumption that Access Persons have knowledge of actual
trading activity.
(22) Properly precleared personal trades executed within seven days prior to a
portfolio trading will be presumed not violative of the 7 day rule provided
there was no additional evidence to the contrary.
25
4. SHORT-TERM TRADING PROFITS
Investment personnel are prohibited from profiting from a purchase and sale, or
sale and purchase, of the same or an equivalent security within any sixty
calendar day period. Profits realized on such proscribed trades must be
disgorged to the business unit. All disgorged profits will be donated to a
charitable organization in the name of the Company or to an account or client
for which the security is held or traded.
5. SHORT SALES
Access Persons may not sell any security short which is owned by any portfolio
managed by the business unit. Access Persons may, however, make short sales
"against the box." A short sale "against the box" refers to a short sale when
the seller owns an equivalent amount of the same securities.
6. OPTIONS
Access Persons may not write naked call options or buy naked put options on a
security owned by any portfolio managed by the business unit. Access Persons may
purchase options on securities not held by any portfolio managed by the business
unit, or purchase call options or write put options on securities owned by any
portfolio managed by the business unit, 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 portfolio
managed by the business unit at the discretion of the business unit compliance
officer. However, investment personnel should keep in mind that the short-term
trading profit rule might affect their ability to close out an option position
at a profit.
7. INVESTMENT CLUBS
Access Persons may not participate in investment clubs.
D. PRECLEARANCE
Access Persons must preclear all personal securities transactions with the
exception of those identified in SECTION V.E. below. Preclearance is also not
required for both proprietary and non-proprietary subadvised mutual funds. All
requests for preclearance must be submitted to the business unit compliance
officer for approval using the automated preclearance website which may be
accessed via
http://smartspreclearance.prudential.com/smarts_preclearance/.(23), (24)
All approved orders must be executed by the close of business on the day in
which preclearance is granted; provided however that approved orders for
securities traded in foreign markets may be executed within two business days
from the date preclearance is
----------
(23) Paper preclearance forms may be used for international units and in certain
hardship cases. Paper Forms are available from the business unit compliance
officer.
(24) Access Persons should submit their preclearance forms to the business unit
compliance officer of the Complex to which they are deemed to have access.
26
granted. If any order is not timely executed, a request for preclearance must be
resubmitted.(25)
E. EXEMPTIONS
The black out periods and the short-term trading profit rule do not apply to any
of the following activities. In addition, the mutual fund 90-day holding period
does not apply to items 4,7,8, and 9. Preclearance is not required for items 4,
5, 6, and 7.
1. INELIGIBLE SECURITIES.
Purchases or sales of securities (or their equivalents) that are not eligible
for purchase or sale by any portfolio in the business unit.
2. EXERCISE OF RIGHTS ISSUED BY ISSUER.
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.
3. DE MINIMIS TRADES.
Any trades, or series of trades effected over a 30 day calendar period,
involving 500 shares or less in the aggregate of an equity security, provided
that the securities are listed on the New York Stock Exchange or have a market
capitalization greater than $1 billion, AND the Access Person has no prior
knowledge of activity in such security by any portfolio in the business unit.
Any fixed-income securities transaction, or series of related transactions
effected over a 30 day calendar 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 security by any portfolio in the business unit.
4. DISCRETIONARY ACCOUNTS.
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 exclusively 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.(26) Access Persons must
provide written documentation that evidences he/she does not have authority to
participate in the management of the account and must receive written permission
from the business unit compliance officer.
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(25) Exceptions to the requirement to resubmit preclearance requests may be
granted in advance by the business unit compliance officer for unusual
circumstances.
(26) Such accounts must receive written approval in advance from the Securities
Monitoring Unit. In such cases, the employee must give exclusive discretion
to his/her broker or investment adviser. A copy of such notification should
be sent to the Securities Monitoring Unit. Such accounts are required to be
reported and monitored as provide under SECTION II.A.
27
5. INDEX OPTIONS.
Any transactions in index options effected on a broad-based index. (See
EXHIBIT 4.)
6. UNIT INVESTMENT TRUSTS AND OPEN-END MUTUAL FUNDS.
7. NON-VOLITIONAL TRANSACTIONS AND DIVIDEND REINVESTMENT PLANS.
8. EXCEPTIONS BY PRIOR WRITTEN APPROVAL.
Purchases or sales of securities which receive prior written approval of the
business unit compliance officer (such person having no personal interest in
such purchases or sales), based on a determination that no conflict of interest
is involved and that such purchases or sales are not likely to have any economic
impact on any portfolio in the business unit or on its ability to purchase or
sell securities of the same class or other securities of the same issuer.
With respect to the mutual fund 90-day holding period requirement, only certain
limited exceptions will be approved including, but not limited to, hardships and
extended disability. Mutual fund 90-day holding period exceptions must be
approved by the Business Unit Head and the PIM Chief Compliance Officer prior to
execution.(27)
9. AUTOMATIC INVESTMENT/WITHDRAWAL PROGRAMS AND AUTOMATIC REBALANCING.
Purchases or sales of securities that are part of an automatic
investment/withdrawal program or resulting from an automatic rebalancing.
F. PERSONAL TRADE REPORTING
All Access Persons must participate in Prudential's Personal Trade Monitoring
System as described in Section II of this Policy. In addition, all Access
Persons must preclear all private securities transactions immediately and report
completion of the transaction promptly, in any event not later than ten days
following the close of each quarter in which the trade was executed. Forms to
report such private securities transactions are available from your business
unit compliance officer or the Securities Monitoring Unit.
G. PERSONAL SECURITIES HOLDINGS
Within ten days of becoming an Access Person, and thereafter on an annual basis,
Access Persons (other than disinterested directors/trustees) must disclose
personal securities holdings, including all holdings of private securities
(e.g., limited partnership interests, private placements, etc.) and all holdings
of proprietary and non-proprietary subadvised mutual funds, excluding money
market funds. Holdings must be as of the date of becoming an Access Person for
the initial report and on an annual basis.
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(27) For purposes of this policy, Business Unit Head is defined as the executive
in charge of Fixed Income Trading, Jennison, PI or his/her delegate.
Delegation of this responsibility must be done in writing and submitted to
the PIM Chief Compliance Officer.
28
However, Annual Reports must include information that is current within the
previous 30 days. (See EXHIBIT 5 for the Holdings Report Form.)
H. SERVICE AS A DIRECTOR
Consistent with Prudential policy, Investment Personnel are prohibited from
serving on the board of directors of publicly traded companies, absent prior
authorization from the business unit compliance officer based upon a
determination that the board service would not be inconsistent with the
interests of the investment company or other clients. In the limited instances
that such board service may be 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 a "Chinese Wall" or other procedures
designed to address the potential conflicts of interest.
I. GIFTS
Consistent with Prudential's Gift and Entertainment Policy, Access Persons are
prohibited from receiving any gift or other thing that would be considered
excessive in value from any person or entity that does business with or on
behalf of Prudential. Access Persons must comply with Company limits and
reporting guidelines for all gifts and entertainment given and/or received.
J. CODE VIOLATIONS AND SANCTIONS
Violations and other exceptions to the Policy will be provided to the business
unit Chief Compliance Officer or his/her designee and the Personal Securities
Trading/Mutual Fund Code of Ethics Committee ("Committee"). The Committee,
comprised of business unit executives, compliance and human resource personnel,
will review all violations of this Policy. The Committee will determine any
sanctions or other disciplinary actions that may be deemed appropriate.
K. REPORTS TO CLIENTS
The Board of Directors/Trustees of any investment company client will be
provided, as requested by client or otherwise required by regulation, with an
annual report which at a minimum:
- Certifies that the portfolio management unit has adopted procedures
reasonably necessary to prevent its Access Persons from violating this
policy;
- Summarizes existing procedures concerning personal investing and any changes
in the procedures made during the preceding year;
- Identifies material violations of this policy and sanctions imposed in
response to those violations; and
29
- Identifies any recommended changes in existing restrictions or procedures
based upon experience under the policy, evolving industry practices, or
developments in applicable laws and regulations.
L. CONFLICTS OF INTEREST
All Access Persons must act in accordance with the following general principles:
- It is the duty at all times to place the interests of investment company
shareholders and other clients first.
- Access Persons should scrupulously avoid serving their own personal interests
ahead of clients' interests in any decision relating to their personal
investments.
- All personal securities transactions must be conducted 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.
- Access Persons must not only seek to achieve technical compliance with this
Policy, but should strive to abide by its spirit and the principles
articulated herein.
EXAMPLE:
An appearance of a conflict of interest may occur if, following a meeting
with a representative of an issuer, an analyst buys the issuer's securities
for his or her personal account, but does not recommend his or her client
purchase such securities.
- Access Persons may not take inappropriate advantage of their positions.
- Access Persons must avoid any situation that might compromise, or call into
question, their exercise of fully independent judgment in the interest of
shareholders or clients, including, but nor limited to the receipt of unusual
investment opportunities, perquisites, or gifts of more than de minimis value
from persons doing or seeking business with their portfolios.
- Access Persons may not bunch a personal order with a client order.
- Access Persons may not conduct personal business with brokers who execute
trades for their portfolios.
30
VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS
In addition to the personal securities trade reporting requirements set forth in
Section II above, all associates of Private Asset Management units of Prudential
Investment Management ("PIM") are subject to certain trading restrictions as set
forth below. The Private Asset Management units of PIM are as follows:
Prudential Capital Group ("PCG"), Prudential Real Estate Investors ("PREI"),
Private Equity and Prudential Mortgage Capital Company ("PMCC").
Such restrictions apply to transactions in any securities accounts for which the
associate maintains a beneficial interest, including the following:
- Personal accounts;
- Joint or tenant-in-common accounts in which the associate is a participant;
- Accounts for which the associate acts as trustee, executor or custodian;
- Accounts in which the associate's spouse has a beneficial interest;
- Accounts in which the associate's minor children or any dependent family
member has a beneficial interest;
- Accounts over which the associate exercises control or has any investment
discretion; and
- Accounts of any individual to whose financial support the associate
materially contributes.
A. PRIVATE SIDE MONITORED LIST
Under Prudential's Chinese Wall Policy, the Private Asset Management units are
required to maintain a Private-Side Monitored List ("PSML") containing the names
of publicly-traded issuers about which they possess material nonpublic
information. Associates of each of these units are restricted from purchasing or
selling securities of the issuers on the PSML. This restriction applies to all
accounts in which the associate is deemed to have a beneficial interest as
listed above.
Associates should not, however, provide the PSML to individuals outside of their
business unit. The associate should instruct individuals who exercise control or
have investment discretion over an account in which the associate has a
beneficial interest to check with the associate prior to purchasing or selling
any security for such account to ensure that no trade is placed in a security on
the PSML.
If the security is on the PSML, the associate should instruct the individual
exercising control over the account that he or she is prohibited from trading
the security because of his or her employment with Prudential. In the case of a
discretionary account with a brokerage firm, the preceding rule does not apply
and the associate must not disclose any security or issuer with the broker in
advance of any trade. In addition, a copy of the signed discretionary account
agreement should be sent to the Securities Monitoring Unit.
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Associates of Private Asset Management units may not advise a person not
employed by Prudential, or a Prudential employee on the Public Side of the
Chinese Wall that a security is restricted because Prudential is in possession
of material nonpublic information.
B. INVESTMENT CLUBS
All associates of Private Asset Management units are prohibited from
participating in investment clubs.
C. ADDITIONAL RESTRICTIONS FOR CERTAIN UNITS
1. REAL ESTATE UNITS
To ensure compliance with ITSFEA and to prevent actual and apparent conflicts of
interest in the Private Asset Management Real Estate units, all associates of
PREI and PMCC who are located in the U.S. (and functional associates who are
co-located with PREI) are prohibited from purchasing interests in
publicly-traded real estate investment trusts ("REITs") and real estate-related
securities.
PIM Compliance maintains a list of real estate security issuers in the PIM
Compliance Library, accessible via Lotus Notes. Please note however, that this
prohibition applies to all REITs and real estate-related securities, whether
they are on the list or not.
Associates who hold REIT securities or real estate securities prior to the
institution of this policy or joining PREI or PMCC must obtain written approval
from PIM Compliance prior to the sale of such securities. Associates of the
Private Asset Management Real Estate units will be permitted to purchase shares
of open end mutual funds that invest in REITs or real estate securities.
2. PRUDENTIAL CAPITAL GROUP
To insure compliance with ITSFEA and to prevent actual or apparent conflicts of
interest in PCG, all associates of PCG (and functional associates who support
PCG) are prohibited from purchasing securities of companies listed on PCG's 90
Day Pricing Summary Update for Public Companies (90 Day Pricing List). PIM
Compliance maintains this list in the PIM Compliance Library, accessible via
Lotus Notes.
32
VII. POLICY FOR PRUDENTIAL EQUITY GROUP, INC.
A. ASSOCIATED PERSONS' SECURITIES ACCOUNTS
1. TRADE MONITORING AT PEG
In addition to the requirements of ITSFEA and the NASD Conduct Rules, PEG is
required by New York Stock Exchange rules to review transactions in all accounts
of its associated persons and their family members. To ensure compliance with
these requirements, PEG associates are prohibited from opening or maintaining
any "employee account or employee-related account," as defined below, at a firm
other than the following authorized broker-dealers: Wachovia Securities (for
accounts that were previously maintained at Prudential Securities), Charles
Schwab, E*Trade and Fidelity Investments. (Note: Monitored employees of other
Prudential business groups may also open accounts with Pruco Securities and
Merrill Lynch. These options are not available to PEG associates.) Prudential
has arranged to obtain electronic feeds of all trading data in accounts with the
authorized firms. In addition, paper monthly statements must also be submitted
to PEG Compliance.
Exceptions to this policy will be granted only in unusual circumstances. Any
exception to this policy requires the prior written approval of the associate's
supervisor and the PEG Compliance Department. In those cases where accounts are
approved to be held at an unauthorized firm, the Compliance Department will make
arrangements to have duplicate copies of all confirmations and monthly
statements sent to the associate's supervisor and the Compliance Department.
Exceptions may be granted for "employee-related accounts" in rare circumstances
where the employee can demonstrate that he or she has no financial interest in
such account.
B. DEFINITION OF "EMPLOYEE ACCOUNT" AND "EMPLOYEE RELATED ACCOUNT"
"Employee accounts" include the following securities and/or commodities
accounts:
- Any personal account of an employee;
- Any joint or tenant-in-common in which the employee is a participant;
- Any account for which the employee acts as the trustee, executor or
custodian;
- Any account over which the employee has investment discretion or otherwise
can exercise control (other than non-related client's accounts over which
associates have investment discretion - Note: PEG trading personnel are not
permitted to exercise discretion over client accounts); and
- Any other account in which an employee is directly or indirectly financially
interested.
"Employee-related accounts" include the following securities and/or commodities
accounts:
- Accounts of the employee's spouse;
- Accounts of the employee's minor and/or any dependent family members; and
- Accounts of any individual to whose financial support the employee materially
33
contributes.
C. INVESTMENT CLUBS
PEG sales, trading, research and/or investment associates are not permitted to
participate in Investment Clubs. Other associates must contact the PEG
Compliance Department if they wish to participate in an Investment Club. An
Investment Club account will be considered an Employee Account for purposes of
this Policy and must be maintained at one of the authorized broker-dealers.
D. PERSONAL TRADING RESTRICTIONS
1. PURCHASES OF PUBLIC EQUITY OFFERINGS
All PEG associates must comply with NASD Rule 2790 as set forth in SECTION IV.B
of this Policy. This includes a prohibition on purchasing new equity offerings
directly from a syndicate member.
2. PRIVATE SECURITIES TRANSACTIONS
In accordance with NASD Rule 3040, all associates of PEG must notify the PEG
Compliance Department, in writing, and obtain written approval from the
broker-dealer, prior to engaging in any private securities transaction. Private
securities transactions include, but are not limited to, transactions in
unregistered offerings of securities, and purchases or sales of limited
partnership interests.
3. ANNUAL COMPLIANCE TRAINING
The NASD/NYSE Joint Memorandum on Chinese Wall Policies and Procedures (NASD
Notice to Members 91-45) provides that firms which do not conduct investment
banking research or arbitrage activities still must have "reasonable procedures
for the education and training of its associates about insider trading" in order
to be in compliance with ITSFEA. Consistent with this Notice, PEG covers insider
trading issues with applicable associates as part of its annual training
program.
4. 24 - HOUR RESEARCH REPORT RESTRICTION
PEG associates are prohibited from effecting transactions in a company's
securities when PEG initiates coverage of the company, or upgrades or downgrades
a research opinion or recommendation. This prohibition generally applies for a
24-hour period after the release of the research. If the investing public has
had time to receive and react to the release of the research report, the 24-hour
restriction may be shortened by the Compliance Department. The 24-hour rule
becomes effective when the research is issued.
PEG associates are also prohibited from engaging in transactions in a security
when the associate knows that a research report relating to the security is in
preparation.
Securities subject to the 24-hour rule appear on PEG's Restricted List. Although
only the
34
symbol for the common stock may be indicated on the Restricted List, all related
securities (including common and preferred stock, convertibles, options,
warrants and rights) of the companies listed (and debt securities, if indicated)
are subject to restriction.
E. RESTRICTED LIST
PEG's Restricted List is a confidential list of securities that are subject to
certain research, sales and trading restrictions. Securities may be placed on
the Restricted List for a variety of reasons designed to ensure compliance with
regulatory requirements and Company policy. For example, as stated above,
securities that are subject to the 24-hour rule are placed on the Restricted
List. Employees may not purchase or sell securities for their personal accounts
if such transactions are prohibited by the Restricted List. Although only the
symbol for the common stock may be indicated on the Restricted List, all
securities from the same issuer (including common and preferred stock,
convertibles, options, warrants and rights of the companies listed (and debt
securities, if indicated)) are subject to restriction.
F. ADDITIONAL TRADING RESTRICTIONS FOR CERTAIN PEG DEPARTMENTS
1. TRADING RESTRICTIONS
A. RESEARCH DEPARTMENT
Personal trading by Research Analysts is subject to the requirements and
restrictions set forth in the EQUITY RESEARCH MANUAL available on the Compliance
page of the Capital Markets Intranet site.
http://psibranch.cs.prusec.com/complian/capital.htm. All questions should be
referred to the PEG Compliance Department.
B. TRADING DEPARTMENT
Trading Department associates must preclear trades of all equity securities.
For securities over which the Trading Department has trading or market-making
responsibility, an employee of the Trading Department may not sell any such
security that (s)he has purchased within the prior 30 calendar days or purchase
any such security that (s)he had sold within the prior 30 calendar days. Under
very limited circumstances, exceptions to this 30 day holding period may be
granted by obtaining prior written approval from the Compliance Department.
2. PRECLEARANCE PROCEDURES
All requests for preclearance must be submitted to the Business Unit head and
PEG Compliance for approval. All approved orders must be executed by the close
of business on the day preclearance is granted.
REVISED 2-24-04
35
EXHIBITS
EXHIBIT 1 - SAMPLE LETTER TO BROKERAGE FIRM
TO: Broker-Dealer
RE: Account #:
Date of Establishment:
Dear Sir/Madam:
Please furnish to Prudential Financial, Inc. ("Prudential"), copies of all trade
confirmations and account statements with respect to all transactions for the
above listed account(s). Please include all transactions in shares of unit
investment trusts and all closed-end mutual funds.
Copies of these confirmations and statements should be sent to Prudential, as
trades are effected, addressed as follows:
Prudential Financial, Inc.
Compliance Department
P.O. Box 919
Newark, NJ 07101-9998
This request is being made pursuant to Rule 3050 of the Conduct Rules of the
NASD and/or Rule 204-2(a) of the Investment Advisers Act, as applicable.
Very truly yours,
cc: Ellen McGlynn Koke,
Vice President, Securities Compliance
Compliance Department
36
Exhibit 2 -- Acknowledgment of the Personal Securities Trading Policy
For employees required to report their transactions in SMARTS as described in
Section II of this policy, please complete the following acknowledgment and send
it to:
Prudential Financial, Inc.
Compliance Department
P.O. Box 919
Newark, NJ 07101-9998
I have read and understand the Personal Trading Policy and have and will
continue to comply in all respects with the rules contained therein.
I confirm that I have instructed in writing all brokers for all securities
accounts in which I maintain a beneficial interest, as described immediately
below, to send duplicate copies of all confirmations covering any transactions
AS TRADES ARE EFFECTED and all account statements to the address listed above. I
understand that for accounts maintained at Charles Schwab, E*Trade, Merrill
Lynch, Fidelity Investments, Pruco Securities, or Wachovia Securities (accounts
formerly maintained at Prudential Securities), I do not need to contact these
brokers in writing. Beneficial interest includes the following:
- personal accounts;
- accounts in which my spouse has a beneficial interest;
- accounts in which my minor children or any dependent family member
has a beneficial interest;
- joint or tenant-in-common accounts in which I am a participant;
- accounts for which I act as trustee, executor or custodian;
- accounts over which I exercise control or have investment
discretion; and
- accounts of any individual to whose financial support I materially
contribute.
Set forth below (and on accompanying pages if necessary) is a list of all such
accounts (including Charles Schwab, E*Trade, Merrill Lynch, Fidelity
Investments, Pruco Securities, and Wachovia Securities (formerly Prudential
Securities)) including the individual holding the account, the social security
number of that individual, the name of the institution, and the account number.
I understand that I must promptly advise the Compliance Department of any change
in this information. I understand that if I have been classified as a Covered or
Access Person that in the event circumstances change for an account for which I
have been granted an exception to maintain at a non-authorized brokerage firm, I
must notify the Compliance Department immediately and request that the account
be reviewed in light of the changed circumstances.
----------------------------- ------------------------------
Full Name of Employee Business Unit/Location
----------------------------- ------------------------------
Signature Date
--------------------------------------
Social Security Number of Employee
LIST OF ALL ACCOUNTS
[Enlarge/Download Table]
NAME OF INDIVIDUAL SOCIAL SECURITY NUMBER NAME OF INSTITUTION ACCOUNT NUMBER
---------------------------------------------------------------------------------------------------------------
37
EXHIBIT 3 - COMPLIANCE AND REPORTING OF PERSONAL TRANSACTIONS
[Enlarge/Download Table]
INVESTMENT CATEGORY/ SUB-CATEGORY REPORTABLE COMMENTS
METHOD (YES/NO)
----------------------------------------------------------------------------------------------------------------------------------
Bonds ABS Yes
Agency Yes
CMO's Yes
Convertibles Yes
Corporates Yes
MBS Yes
Municipals Yes
Public Offerings Yes
Treasury Bills, Notes, Bonds No
Stocks Common Yes
(Purchases and sales of Optional Dividend Reinvestments Yes
Individual Stocks) Preferred Yes
Public Offerings (Initial & Secondary) Yes
Rights Yes
Warrants Yes
Automatic Dividend Reinvestments No
Private Placements Yes
Limited Partnerships Yes
Open End Mutual Proprietary No Transactions of the Prudential
Funds Non Proprietary No Financial, Inc. Common Stock Fund
Prudential Financial, Inc. Common Stock Fund Yes executed in the PESP plan are fed
electronically to SMARTS.
Open End Mutual Proprietary Non-Money Market Yes Proprietary Funds include
Funds - For Investment Non-proprietary subadvised Non-Money Market Yes JennisonDryden, Strategic Partners,
Personnel and Access Money Market Funds No Target, and American Skandia Advisor
Persons Non Affiliated No funds. A list of non -proprietary
subadvised funds can be found in
Exhibit 7.
Closed End Mutual Funds & Affiliated Mutual Funds Yes
Unit Investments Trusts Affiliated Unit Investment Trusts Yes
Non-Affiliated Mutual Funds Yes
Non-Affiliated Unit Inv. Trusts Yes
Derivatives Any Exchange Traded, NASDAQ,
or OTC Option or Future Including
But not Limited To:
Futures (Including Financial Futures) No
Options on Foreign Currency Yes
Options on Futures Yes
Options on Indexes Yes
Options on Securities Yes
Foreign Currency No Exchanges made for personal travel
are not reportable.
Commodities Security Futures Yes
Other Commodities No
38
[Enlarge/Download Table]
Annuities & Life Affiliated No
Insurance Contracts Non Affiliated No
w/Investment
Components (e.g.
Variable Life)
Bonuses
Prudential Employees Shares or Options received as part of Yes Prudential employee stock or option
Compensation bonus awards are electronically
reported to the Securities Monitoring
Unit.
(Non-Pru Employee/ Shares or Options received as part of No For Non-employee stock or option
Household Member) Compensation bonus awards, the receipt is not
reportable. However, the sale of
stock or the exercise of an option is
a reportable event.
Gifts For non-Prudential securities, a gift
given to a charity is reportable,
Prudential securities Gifts given and received Yes however, the receipt of a gift is not
a reportable transaction under the
Personal Securities Transaction
Policy. Please see the Gift and
All other gifts Given by Employee - Bonds and/or Yes Entertainment Policy for additional
Stock reporting requirements for gifts.
Received by Employee - Bonds and/or No
Stock
39
EXHIBIT 4 - INDEX OPTIONS ON A BROAD-BASED INDEX
[Download Table]
TICKER SYMBOL DESCRIPTION
--------------------------------------------------------------------------------
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
QQQ NASDAQ- 100 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
40
EXHIBIT 5 - PERSONAL SECURITIES HOLDINGS REPORT
Reviewed by: Initials:______ Date:______
PERSONAL SECURITIES HOLDINGS REPORT
To: Jennifer Brown,
Compliance Department
From: SS#:
------------------------------------ --------------
Signed: Date:
------------------------------------ --------------
Listed below are all securities which I held, including those in which I had a
direct or indirect beneficial interest, as of the most recent month end or the
date on which I was designated as an Access Person if more recent, as required
by the Personal Securities Trading Policy and the Mutual Fund Code of Ethics.
PUBLIC SECURITIES
[Download Table]
NUMBER PRINCIPLE
TITLE OF SECURITY OF SHARES AMOUNT BROKER/DEALER/BANK
----------------- --------- ---------- ------------------
_______________________ ________________ __________ __________________
_______________________ ________________ __________ __________________
_______________________ ________________ __________ __________________
_______________________ ________________ __________ __________________
_______________________ ________________ __________ __________________
PRIVATE SECURITIES (e.g., limited partnerships, private placements).
_______________________ ________________ __________ __________________
_______________________ ________________ __________ __________________
_______________________ ________________ __________ __________________
_______________________ ________________ __________ __________________
41
EXHIBIT 6 -- SECTION 16 INSIDERS AND DESIGNATED PERSONS PRECLEARANCE REQUEST
FORM
This form is for preclearing transactions in Prudential securities. Please
include all requested information. The Securities Monitoring Unit, Compliance
Department will review and respond to all requests. You will receive a response
indicating that your request has either been approved or denied. A request is
not considered approved until you receive a confirmation of approval from the
Securities Monitoring Unit. Preclearance is only valid until the close of
business on the day approval is granted. Preclearance Forms should be faxed to
the Securities Monitoring Unit at (973) 802-7454.
PART I - INFORMATION ON INDIVIDUAL REQUESTING PRECLEARANCE:
Name:__________________________________Phone #:______________ Fax #: __________
Department:___________________________________ Division:_______________________
Are you currently aware of any material non-public information regarding
Prudential Financial? _____
PART II - TRANSACTION INFORMATION:
Date: _______________________
Transaction Type:
_____Buy
_____Sell*
_____Cashless Exercise (Exercise and Sell all Options)
_____Exercise & Sell to Cover (Exercise and Sell only enough shares to cover
option cost and taxes)
_____Exercise & Hold (Exercise options and hold shares - no sale involved)
_____Exchange (into or out of Company Stock Fund)
_____Allocation Change (Company Stock Fund)
_____Catch-up Contribution (Company Stock Fund)
_____Deferral Rate Change (Company Stock Fund)
_____Disbursement (from Company Stock Fund)
_____Loans (impacting Company Stock Fund)
_____Deferred Compensation Elections (impacting Company Stock Fund)
_____MasterShare Elections (impacting Company Stock Fund)
Number of Shares/Options:______
Asset Type: ______Common Stock ______Employee Stock Option
______Preferred Stock ______Company Stock Fund
______Convertible Bond ______Other
______Non-convertible Bond
* Do you currently hold securities to cover this transaction? ______ (Note that
this question applies to all sales due to the fact that short sales are
prohibited.)
Account in which transaction will take place: Brokerage Firm____________________
Account No. ______________________
Comments: __________________________________________________________________
PART III - INFORMATION TO BE COMPLETED BY SECTION 16 INSIDERS ONLY:
Have you traded the same or equivalent security for your personal account,
accounts in which you have a beneficial interest, such as accounts of your
spouse or family members, or accounts over which you maintain investment
discretion within the past six months? If yes, Compliance may contact you for
additional information. _______________
Comments: _________________________________________________________________
42
PART IV - COMPLIANCE RESPONSE :
APPROVED :____DENIED:_____
REVIEWER :_________________DATE/TIME:________________
COMMENTS: ______________________________________________________________________
43
| EX-99.(P)(2) | Last Page of 44 | TOC | 1st | Previous | Next | ↓Bottom | Just 44th |
|---|
EXHIBIT 7 -- NON PROPRIETARY SUBADVISED MUTUAL FUNDS
PIM SUBADVISED FUNDS
SEI Institutional Investors Trust Fund
JENNISON SUBADVISED FUNDS
Harbor Fund - Harbor Capital Appreciation Fund
The Hirtle Callaghan Trust - The Growth Equity Portfolio
IDEX Mutual Funds - IDEX Jennison Equity Opportunity
The MainStay Funds - MainStay MAP Fund
The Preferred Group of Mutual Funds - Preferred Large Cap Growth Fund
Scudder Focus Value Plus Growth Fund - Scudder Focus Value+Growth Fund
44
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 |
| | 6/27/02 | | 12 |
| List all Filings |
4 Subsequent Filings that Reference this Filing
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