Preview | 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 Prudentials 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 Prudentials 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 Prudentials trade monitoring procedures and trade reporting obligations for Covered and Access Persons, including the authorized broker-dealer requirements.

Section III sets forth Prudentials 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, trading unit or registered investment adviser.

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

Table of Contents

INTRODUCTION	I

TABLE OF CONTENTS	III

I. PRUDENTIALS POLICY STATEMENT ON INSIDER TRADING	6
A. Use of Material Nonpublic and Confidential Information	6
B. Prudential Insider Trading Rules	7
C. What is Nonpublic Information?	8
D. What is Material Information?	8
E. Front-running and Scalping	9
F. Private Securities Transactions	10
G. Charitable Gifts	10
H. Penalties for Insider Trading	10
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, Access and Supervised Persons	11
C. Trade Reporting Requirements	12
1. Authorized Broker-Dealer Requirements	12
2. Authorized Broker-Dealer Exceptions	13
3. Trade Reporting Requirements for Exception Accounts	13
4. Reporting New Accounts	14
5. Personal and Family Member Accounts	14
6. Reportable Securities Transactions	15
7. Confidentiality of Trading Information	15
8. Prohibited Transactions	15
9. Additional Requirements	16

III. POLICY AND RESTRICTIONS FOR PERSONAL TRADING IN SECURITIES ISSUED BY PRUDENTIAL BY DESIGNATED PERSONS	17
A. Designated Persons	17
B. Specific Trading Requirements	17
1. Brokerage Account Requirements for Designated Persons	18
2. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers	18
3. Reporting New Accounts	19
4. Trading Windows/Blackout Periods	19
5. Preclearance of Trading in Securities Issued by Prudential	19
6. Prohibited Transactions	20
7. PESP	20
C. Supervisory Responsibilities	20
D. Violations to the Policy	20

IV. TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS	21
A. Trade Monitoring for Associates of a Broker-Dealer	21
1. Notification Requirements for Personal Securities Accounts	21
2. Annual Compliance Training and Sign-off	22

iii

3. Requirement for Supervised Persons	22
B. Restrictions on the Purchase and Sale of Initial Equity Public Offerings	22
C. Private Securities Transactions	23
D. Additional Restrictions for PEG Associates	24
V. TRADING RESTRICTIONS FOR PORTFOLIO MANAGEMENT AND TRADING UNITS AND REGISTERED INVESTMENT ADVISERS	25
A. Background	25
1. Advisers Act Requirements	25
2. Investment Company Act Requirements	25
B. Definitions	26
C. Conflicts of Interest	26
D. Mutual Fund Reporting and Trading Restrictions	27
1. Mutual Fund Holding Period	27
2. Policies Relating to Reporting and Trading Mutual Funds	28
E. Additional Trading Restrictions for Access and Investment Personnel of PIM and Quantitative Management Associates LLC (QMA)	29
1. Initial Public Offerings	29
2. Private Placements	29
3. Blackout Periods 7 Day Rule	29
4. Short-Term Trading Profits	30
5. Short Sales	30
6. Options	30
F. Investment Clubs	31
G. Prohibited Transactions Involving Securities Issued by Prudential	31
H. Preclearance	31
I. Exemptions	31
J. Personal Trade Reporting	33
K. Personal Securities Holdings	33
L. Service as a Director	34
M. Gifts	34
N. Code Violations and Sanctions	34
O. Reports to Clients	34
P. Additional Trading Requirements for Access Persons of Global Portfolio Strategies Inc. (GPSI)	35
1. Initial Public Offerings	35
2. Private Placements	35
3. Restricted Lists	35

VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS	36
A. Background	36
B. Conflicts of Interest	36
C. Requirements of Private-Side Associates	37
D. Private-Side Monitored List & Global Private-Side Monitored List	38
E. Investment Clubs	38
F. Mutual Fund Reporting and Trading Restrictions	38
1. Mutual Fund Holding Period	39
2. Policies Relating to Reporting and Trading Mutual Funds	39

G. Personal Securities Holdings	40
H. Private Placements	40
I. Initial Public Offerings	41
J. Additional Restrictions for Certain Units	41
1. Real Estate Units	41
2. Prudential Capital Group	41

VII. POLICY FOR PRUDENTIAL EQUITY GROUP LLC	42
A. Associated Persons Securities Accounts	42
1. Trade Monitoring at PEG	42
B. Definition of Employee Account and Employee Related Account	42
C. Investment Clubs	43
D. Personal Trading Restrictions	43
1. Purchases of Public Equity Offerings	43
2. Private Securities Transactions	43
3. Annual Compliance Training	43
4. 24 - Hour Research Report Restriction	43
E. Restricted List	44
F. Additional Trading Restrictions for Certain PEG Departments	44
1. Trading Restrictions	44
2. Preclearance Procedures	44
EXHIBITS	45
Exhibit 1 Sample Letter to Brokerage Firm	45
Exhibit 2a Acknowledgment of the Personal Securities Trading Policy - US	46
Exhibit 2b - Acknowledgment of the Personal Securities Trading Policy - International	48
Exhibit 3 Compliance and Reporting of Personal Transactions	50
Exhibit 4 Index Options On a Broad-Based Index that are Exempt from Preclearance	53
Exhibit 5 Personal Securities Holdings Report	54
Exhibit 6 Section 16 Insiders and Designated Persons Preclearance Request Form	55
Exhibit 7 Non Proprietary Subadvised Mutual Funds	57
Exhibit 8 Initial Public Offering and Private Placement Preclearance Form for Access Persons and Private-Side Associates	58
Exhibit 9 Exchange Traded Funds that are Exempt from Preclearance	59

I. Prudentials 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 and Confidential 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 Prudentials 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.

In the course of your business activities you may be involved in confidential analysis involving other external public companies. You must treat as confidential, all information received relating to this analysis and discuss it only with those employees who have a legitimate business need for the information. You may not personally use this information or share such information with others for their personal benefit.

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),(2) 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 issuers 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

(1) Rule 10b5-1(c), adopted by the Securities and Exchange Commission, provides for an affirmative defense to allegations of insider trading for trades implemented in accordance with a Rule 10b5-1(c) trading plan (Individual Trading Plan). Certain Prudential employees may be eligible to enter into an Individual Trading Plan with respect to certain sales of Prudential securities and exercises of Prudential employee stock options. Any Individual Trading Plan must be precleared in accordance with Company policy. These individuals have been specifically notified.

(2) In some circumstances, additional elements may be required for there to be a violation of law, including scienter and breach of a duty.

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

Below are 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.(3) 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.(4) In addition, you must treat any nonpublic information about portfolio holdings of any registered investment company managed by Prudential as material nonpublic information.

(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).

(4) You should refrain from buying or selling securities issued by any companies about which you are involved in confidential analysis. In addition, you may not communicate any information regarding the confidential analysis of the company, or that Prudential is even evaluating the company, to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential.

(3) Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.

(4) For restrictions applicable to PEG trading department associates, see Section VII.

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 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 companys earnings or dividends (e.g., whether earnings will increase or decrease);

Information about a companys physical assets (e.g., an oil discovery, a fire that destroyed a factory, or an environmental problem);

Information about a companys personnel (e.g., a valuable employee leaving or becoming seriously ill);

Information about a companys pension plans (e.g., the removal of assets from an over-funded plan or an increase or decrease in future contributions);

Information about a companys 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 companys 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 companys products to plummet.

Material information may also include information about Prudentials 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.

E. Front-running and Scalping

Trading while in possession of information concerning Prudentials trades is prohibited by Prudentials 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 Prudentials 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 Prudentials 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(5)

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 Prudentials ability to conduct certain business activities including broker-dealer, investment adviser, and investment company activities.