If you have any questions before you vote, please call D.F. King & Co. Inc. at 866-828-6929 toll free. They will be happy to help you understand the proposal and assist you in voting. Thank you for your participation.

Stuart Parker

President

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND

AND VOTE ON THE PROPOSALS

Please read the enclosed proxy statement for a complete description of the proposals. However, as a quick reference, the following questions and answers provide a brief overview of the proposals.

Q. WILL THE PROPOSED CHANGES RESULT IN HIGHER FUND FEES OR EXPENSES?

A. No. The rate of the management fees and other expenses incurred by each Fund will not change.

Q. WILL THE PROPOSED CHANGES RESULT IN HIGHER DIRECTORS’ OR TRUSTEES’ FEES?

A. No.

Q. WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?

A. The purpose of the proxy is to ask you to vote on three issues:

Q. ARE YOU RECOMMENDING A NEW BOARD FOR THE FUNDS?

A. No. All but one of the individuals nominated for election currently serve on the existing Boards (except with respect to the two Funds noted under Proposal No. 1 below). Nine of the individual Board nominees are independent of Prudential.

Q. WHY AM I RECEIVING PROXY INFORMATION ON A FUND THAT I DO NOT OWN?

A. Shareholders of the Funds are being asked to approve many of the same proposals, so most of the information that must be included in a proxy statement for your Fund needs to be included in a proxy statement for the other Funds as well. Therefore, in order to save money for your Fund, one proxy statement has been prepared.

Q. WHY AM I RECEIVING TWO PROXY STATEMENTS OR TWO MAILINGS?

A. You will receive a separate proxy statement for each Fund that you own. Also, if you hold shares in more than one account—for example, in an individual account and in an IRA—you will receive multiple proxy statements. Each proxy card should be voted and returned.

Q. WHY IS THE FUNDS’ MANAGER SEEKING AUTHORITY TO ENTER INTO OR MAKE MATERIAL CHANGES TO SUBADVISORY AGREEMENTS WITH WHOLLY-OWNED SUBADVISERS?

A. Currently, the Funds’ Manager, with Board approval, can enter into and amend subadvisory agreements with subadvisers that are not affiliated with the Manager without obtaining shareholder approval, thereby avoiding the expense and delay entailed in seeking shareholder approval and permitting the Funds to more quickly and efficiently respond to changes in market conditions and other factors. The Manager and the Board believe that it is in the best interests of the Funds and their shareholders to similarly permit the Manager to enter into subadvisory agreements with wholly-owned subadvisers, subject to Board approval, but without shareholder approval.

Q. DOES DESIGNATING THE INVESTMENT OBJECTIVE FOR CERTAIN FUNDS AS NON-FUNDAMENTAL MEAN THAT THE FUNDS’ INVESTMENT OBJECTIVES WILL BE CHANGED?

A. No. There is no present intention to change the investment objective for any Fund. Although designating an investment objective as non-fundamental means that shareholder approval would no longer be required before a change in a Fund’s investment objective, Board approval and 60-day advance shareholder notification would continue to be required before any Fund’s investment objective could be changed.

Q. HOW MANY VOTES DO YOU NEED TO APPROVE THESE PROPOSALS?

A. Depending on the Fund, we need a plurality, or a majority of the votes cast, to approve Proposal No. 1. For Proposals No. 2 and 3, we need the affirmative vote of a majority of each applicable Fund’s outstanding voting securities, as defined by the Investment Company Act of 1940.

Q. DOES MY VOTE MAKE A DIFFERENCE?

A. Yes. Even if you have very few shares, you help the Funds receive enough votes to act on the proposals by casting your vote as soon as possible. By voting early, you help avoid the expense of sending additional mailings to try to get shareholders to cast more votes.

Q. WHAT IF WE DO NOT HAVE ENOUGH VOTES TO MAKE THIS DECISION BY THE SCHEDULED SHAREHOLDER MEETING DATE?

A. If we do not receive sufficient votes to hold the meeting, we or D.F. King & Co, Inc., a proxy solicitation firm, may contact you by mail or telephone to encourage you to vote. Shareholders should review the proxy materials and cast their vote to avoid additional mailings or telephone calls. If we do not have enough votes to approve the proposals by the time of the shareholder meeting at 10:00 a.m. on November 26, 2014, the meeting may be adjourned to permit further solicitation of proxy votes.

Q. HAS EACH FUND’S BOARD APPROVED THE PROPOSALS?

A. Yes. Your Fund’s Board has approved the proposals and recommends that you vote to approve them.

Q. HOW MANY VOTES AM I ENTITLED TO CAST?

A. As a shareholder, you are entitled to one vote for each share you own of your Fund on the record date. The record date is September 12, 2014.

Q. HOW DO I VOTE MY SHARES?

A. You can vote your shares 24 hours a day, 7 days week by telephone, by mail via the enclosed proxy ballot card, and by Internet. If you simply signhold the Fund within a brokerage account and datereceive statements directly from your bank or broker, please follow the instructions provided on your proxy card but give no voting instructions,card. You can also vote your shares will be voted in favor ofby attending the Proposals and in accordance with the views of management uponMeeting. You may revoke your proxy at any unexpected matters that come beforetime prior to the Meeting or any adjournment ofin-person by attending the Meeting.

Please see the enclosed proxy materials for complete details. If you have any questions before you vote, please call D. F. King & Co., Inc., at 1-800-431-9642 866-828-6929toll-free. They will be happy to help you understand the proposalproposals and assist you in voting.

Q. HOW DO I SIGN THE PROXY CARD?

  Stuart S. Parker
President

PRUDENTIAL INVESTMENT PORTFOLIOS 16A. INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names appear on the account registration shown on the card.

TARGET CONSERVATIVE ALLOCATION FUNDJOINT ACCOUNTS: Both owners must sign and the signatures should conform exactly to the names shown on the account registration.

ALL OTHER ACCOUNTS: The person signing must indicate his or her capacity. For example, a trustee for a trust should include his or her title when he or she signs, such as “Jane Doe, Trustee”; or an authorized officer of a company should indicate his or her position with the company, such as “John Smith, President.”

The attached proxy statement contains more detailed information about each of the proposals relating to your Fund. Please read it carefully.

Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-407707102

NOTICE OF JOINT SPECIAL MEETINGMEETINGS OF SHAREHOLDERS
To Be Held On
August 14, TO BE HELD ON November 26, 2014

To the Shareholders of the Target Conservative Allocation Fund, a series of Prudential Investment Portfolios 16:our Shareholders:

Notice is hereby given that a special meetingJoint meetings of the shareholders of each of the Target Conservative Allocation Fundabove-listed Funds (the "Target Fund") of Prudential Investment Portfolios 16 (the "Trust")Meeting) will be held at the offices of Prudential Investments LLC ("PI")(PI), 100 Mulberry Street, Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102-4077 on August 14,November 26, 2014 at 1:10:00 p.m.a.m. Eastern time or at such adjourned time as may be necessary to vote (the "Meeting"). Time.The purpose of the Meeting is to consider and act upon the Proposals listed below and to transact such other business as may properly come before the Meeting:following proposals:

Proposals:

1.  To approve new subadvisory agreements between PI and each of the following affiliated subadvisers (collectively, the "New Subadvisers") with respect to the Target Fund:

(a) Quantitative Management Associates LLC ("QMA");

(b) Jennison Associates LLC ("Jennison");

(c) Prudential Fixed Income ("PFI"), a business unit of Prudential Investment Management, Inc. ("PIM"); and

(d) Prudential Real Estate Investors (PREI^® or "PREI"), a business unit of PIM; and

2.  To permit PI to enter into or make material changes to your Fund's subadvisory agreements with both unaffiliated subadvisers and subadvisers that are wholly-owned subsidiaries of the manager or a sister company of the manager ("wholly-owned subadvisers") without shareholder approval.

Proposal 1 corresponds to the planned:

•  termination of Eagle Asset Management, Inc.; EARNEST Partners, LLC; Epoch Investment Partners, Inc.; Pacific Investment Management Company LLC; Hotchkis and Wiley Capital Management, LLC; Massachusetts Financial Services Company; Vaughan Nelson Investment Management, L.P.; and NFJ Investment Group LLC (collectively, the "Current Subadvisers"), the existing subadvisers for the Target Fund, each of which is unaffiliated with the manager,

•  retention of the New Subadvisers as the subadvisers for the Target Fund, each of which is affiliated with the manager,

•  implementation by the New Subadvisers of new investment strategies for the Target Fund as described in greater detail in the Proxy Statement attached to this Notice, and

•  name change for the Target Fund from the Target Conservative Allocation Fund to the Prudential Income Builder Fund.

The Board of Trustees of the Trust (the "Board") has fixed the close of business on May 16, 2014 as the record dateMeeting will be a Special Meeting for determining shareholderseach Fund.

You are entitled to notice of, and to vote at the Meeting, and only beneficial ownersat any adjournments thereof, of each Fund in which you owned shares at the close of business on that date are entitled to notice of, and to vote at, the Meeting. Each full share of the Target Fund is entitled to one vote on the Proposals and each fractional share of the Target Fund is entitled to a corresponding fractional vote on the Proposals.

The Board considered the following factors, provided by PI, regarding the potential benefits to shareholders resulting from the transition to the Repositioned Fund:

•  Potential for improved performance;

•  Greater opportunity for income generation;

•  Reduction in overall expenses, including a reduction in management fees (based on the Fund's current size) and the addition of a contractual fee waiver and/or expense reimbursement, which will decrease the Fund's net total expenses;

•  Access to additional and non-traditional sub-classes to provide greater diversification; and

•  Potential for asset growth of the Fund, which in the long term may lower the expenses of the Fund.

You are cordially invited toSeptember 12, 2014. If you attend the Meeting. Meeting, you may vote your shares in person.If you do not expect to attend the Meeting, in person, you are requested toplease complete, date, sign and sign thereturn each enclosed proxy card and return it promptly in the enclosed postage paid envelope provided for that purpose. Alternatively, you mayor vote by telephone as described in the Proxy Statement. The enclosed voting instruction card is being solicited on behalf of the Board.

Your vote is important. In order to avoid the unnecessary expense of further solicitation, we urge you to indicate voting instructions on the enclosed proxy card, date and sign it, and return it promptly in the envelope provided, no matter how largeinternet or small your investment. You may revoke your instruction at any time prior to its use. Therefore, by appearing at the meeting in person, and requesting revocation prior to the voting, you may revoke the proxy card and you can then vote in person.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.telephone.

By order of the Board of Trustees of Prudential Investment Portfolios 16,Boards,

Deborah A. Docs

Secretary
Prudential Investment Portfolios 16

Dated: May 27,October 1, 2014

IMPORTANT NOTICE REGARDINGONE OR MORE PROXY CARDS FOR YOUR FUND(S) ARE ENCLOSED ALONG WITH THE AVAILABILITYPROXY STATEMENT. PLEASE VOTE YOUR SHARES TODAY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARDS IN THE POSTAGE PREPAID ENVELOPE PROVIDED. YOU CAN ALSO VOTE YOUR SHARES THROUGH THE INTERNET OR BY TELEPHONE USING THE “CONTROL” NUMBER THAT APPEARS ON THE ENCLOSED PROXY CARDS AND FOLLOWING THE SIMPLE INSTRUCTIONS.

THE BOARD OF PROXY STATEMENTEACH FUND RECOMMENDS THAT YOU VOTE “FOR” EACH PROPOSAL.

The Proxy Statement is available at www.prudentialfunds.com/fundchanges

PRUDENTIAL INVESTMENT PORTFOLIOS 16

Target Conservative Allocation Fund
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-407707102

PROXY STATEMENT DATED MAY 27,OCTOBER 1, 2014
Joint Special MeetingMeetings of Shareholders
To to Be Held August 14,on November 26, 2014

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY STATEMENT

The proxy statement is available atwww.prudentialfunds.com/fundchanges

This Proxy Statementproxy statement is being furnished to holders of shares of all of the above-listed investment companies (each, a Company) and their series (each, a Fund) in connection with athe solicitation by their respective Boards of proxies to be used at joint special meetingmeetings (the Meeting) of shareholders of the Target Conservative Allocation Fund (the "Target Fund" or the "Fund"), a series of Prudential Investment Portfolios 16 (the "Trust"), and any adjournment thereof (the "Meeting"). The Board of Trustees of the Trust (the "Board") has called the Meeting for shareholders to approve new subadvisory agreements (the "New Subadvisory Agreements") between PI and each of the following affiliated subadvisers (collectively, the "New Subadvisers") with respect to the Target Fund: Quantitative Management Associates ("QMA"); Jennison Associates LLC ("Jennison"); Prudential Fixed Income ("PFI"), a business unit of Prudential Investment Management, Inc. ("PIM"); and Prudential Real Estate Investors (PREI^®), a business unit of PIM (collectively, the "New Subadvisers") with respect to the Fund. Each New Subadviser is affiliated with Prudential Investments LLC ("PI" or the "Manager"). Shareholders of the Fund are also being asked to approve a proposal to permit PI to enter into or make material changes to the Fund's subadvisory agreements with both unaffiliated subadvisers and subadvisers that are wholly-owned subsidiaries of the Manager or a sister company of the Manager ("wholly-owned subadvisers") without shareholder approval. The proposal for appointment of the New Subadvisers is referred to herein from time to time as "Proposal 1" and the proposal to permit PI to enter into or make material changes to the Fund's subadvisory agreements with both unaffiliated subadvisers and wholly-owned subadvisers is referred to herein from time to time as "Proposal 2." If shareholders of the Fund approve all of the sub-proposals in Proposal 1, PI will implement the new investment strategies for the Fund. If a sub-proposal is not approved, the Manager may determine to implement the sub-proposals that are approved by shareholders, including the corresponding changes in investment strategies.

Proposal 1 corresponds to the planned:

•  termination of Eagle Asset Management, Inc.; EARNEST Partners, LLC; Epoch Investment Partners, Inc.; Pacific Investment Management Company LLC; Hotchkis and Wiley Capital Management, LLC; Massachusetts Financial Services Company; Vaughan Nelson Investment Management, L.P.; and NFJ Investment Group LLC (collectively, the "Current Subadvisers") as the existing subadvisers for the Fund. Each of the Current Subadvisers is unaffiliated with the Manager,

•  retention of the New Subadvisers as the subadvisers for the Fund. Each New Subadviser is affiliated with the Manager,

•  implementation by the New Subadvisers of new investment strategies for the Fund as described in greater detail in this Proxy Statement, and

•  name change for the Fund from the Target Conservative Allocation Fund to the Prudential Income Builder Fund (referred to herein as the "Repositioned Fund").

Expenses of the Repositioned Fund are expected to decrease as a result of the implementation of Proposal 1, including a reduction in management fees (based on the Fund's current size) and the addition of a contractual fee waiver and/or expense reimbursement which will decrease the Fund's net total assets.

The Current Subadvisers to the Fund will be terminated, the New Subadvisers will be retained, and the name change will be implemented only if shareholders approve the New Subadvisory Agreements with respect to the Fund as described in this Proxy Statement. If one or more of the New Subadvisory Agreements are not approved by shareholders, PI may determine to implement the New Subadvisory Agreements that are approved by shareholders, including the corresponding changes in investment strategies.

The Meeting will be held at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102-407707102 on August 14,November 26, 2014 at 1:10:00 p.m.a.m., Eastern Time.Time, or any adjournments thereof. The BoardMeeting will be a Special Meeting for each Company. This proxy statement is soliciting these voting instructions on behalf of the Target Fund. This Proxy Statement willbeing first be sentmailed to shareholders of the Target Fund on or about June 12, 2014. The close of business on May 16,October 1, 2014, (the "Record Date") has been fixed by the Board as the record date for the determination of shareholders of the Target Fund entitled to notice of, and to vote at, the Meeting. As of the Record Date, there were 9,916,274.949 outstanding shares of the Target Fund.

Copies of the Fund's most recent annual and semi-annual reports, including financial statements, have previously been delivered to shareholders. Shareholders of the Fund may obtain without charge additional copies of the Fund's annual and semi-annual reports by writing the Fund at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, or by calling (800) 752-6342. A copy of this Proxy Statement is also available at the Fund's website at www.prudentialfunds.com/fundchanges.fundchanges.

A single proxy statement will be delivered to multiple shareholders having the same last name and address, unless you instruct us or your broker otherwise. If each Fund shareholder in your household would like to receive a copy of the Fund's proxy statement, please call us toll free at (800) 225-1852. We will begin sending additional copies of these documents within 30 days of receipt of your request.

Every year we will send you an annual report (along with an updated prospectus), a semi-annual report, which contain important financial information about the Fund and any applicable proxy statements. To reduce Fund expenses, we may send one annual shareholder report, one semi-annual shareholder report, one annual prospectus and one proxy statement, as applicable, per household, unless you instruct us or your broker otherwise. If each Fund shareholder in your household would like to receive a copy of the Fund's prospectus, shareholder report and proxy statement, please call us toll free at (800) 225-1852. We will begin sending additional copies of these documents within 30 days of receipt of your request.

INTRODUCTION

Fund Background and Management

The TrustEach Company is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act")1940 Act). The Trust, whichtable below indicates, for each Company, whether the Company is organized as a Maryland corporation, Delaware statutory trust, is located at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077. PI, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, serves as the manageror Massachusetts business trust.

1

Shares of common stock of the Target Fund. AsMaryland corporations, as well as shares of March 31, 2014, PI servedbeneficial interest of the Delaware statutory trusts and the Massachusetts business trusts, are referred to as “Shares,” the managerholders of the Shares are referred to as “Shareholders,” each Company’s board of directors or co-managertrustees is referred to open-end investment companiesas a “Board” and the directors or trustees are referred to as manager“Board Members” or administratormay be collectively referred to closed-end investment companies with aggregate assetsas “Directors” or “Trustees.”

A listing of approximately $241.7 billion. Investment advisory services are currently provided to the Targetformal names for each Company and/or Fund byand the Manager at the addresses listed aboveabbreviated name for each Company and by the Current Subadvisers at their respective addresses listedFund that is used inExhibit A to this proxy statement.statement are set forth below.

2

3

Each Company has a Board that, in addition to overseeing the actions of each Fund’s Manager and Subadviser(s), decides upon matters of general policy.

Prudential Mutual Fund ServicesInvestments LLC ("PMFS")(PI or the Manager), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, serves as the transfer and dividend disbursing agentFunds’ Manager under a management agreement with each Company on behalf of the Trust. PMFS is an affiliateeach Fund. Shares of the Manager. PMFS provides customary transfer agency services to the Trust, including the handling of shareholder communications, the processing of shareholder transactions, the maintenance of shareholder account records, the payment of dividends and distributions, and related functions. For these services, PMFS receives compensation from the Trust and is reimbursed for its transfer agent expenses which include an annual fee per shareholder account, a monthly inactive account fee per shareholder account and its out-of-pocket expenses, including but not limited to postage, stationery, printing, allocable communication expenses and other costs. BNY Mellon Asset Servicing (U.S.) Inc. ("BNYAS") serves as sub-transfer agent to the Trust. PMFS has contracted with BNYAS, 301 Bellevue Parkway, Wilmington, Delaware 19809, to provide certain administrative functions to the Transfer Agent. PMFS will compensate BNYAS for such services.

each Fund are distributed by Prudential Investment Management Services LLC Gateway Center Three, 14th Floor,(PIMS), located at 100 Mulberry Street, Newark, New Jersey 07102-4077, acts07102.

Investment subadvisory services are provided to certain of the Funds by PI through its three affiliates: Jennison Associates LLC (Jennison), Prudential Investment Management, Inc. (PIM), and Quantitative Management Associates LLC (QMA). Jennison is located at 466 Lexington Avenue, New York, New York 10017. PIM and QMA are each located at Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102. In addition, certain of the Funds receive investment subadvisory services from various unaffiliated subadvisers.

Each Company’s management agreement with PI and each subadvisory agreement with each subadviser were last approved by the Board of each Company at an in-person meeting held on June 9-11, 2014.

Set forth below are the Subadvisers for each Fund as of the distributordate of this proxy statement:

Funds Receiving Subadvisory Services from Jennison:

4

Funds Receiving Subadvisory Services from PIM:

Funds Receiving Subadvisory Services from QMA:

Funds Receiving Subadvisory Services from Unaffiliated Subadvisers:

5

6

PROPOSAL No. 1

TO ELECT BOARD MEMBERS

THIS PROPOSAL APPLIES TO ALL FUNDS

The Board of each Company has nominated the twelve individuals identified below for election to each Company’s Board. Pertinent information about each nominee is set forth below. Each of the nominees has consented to being named in this proxy statement, and has indicated a willingness to serve if elected. All of the nominees currently serve as a Board Member for each of the Companies in the Prudential retail mutual fund complex, with the exception of Ms. Torres, who does not currently serve as a Board Member, and Mr. Parker.¹

Section 16 of the 1940 Act effectively requires that at least 2/3 of the members of a mutual fund’s board be elected by shareholders immediately after the board’s appointment of a new director. In addition, there must be a majority of shareholder-elected Board Members on the Board. The last time that shareholders of most Companies elected Board Members was in 2010. Since that time, as a result of retirements and subsequent appointments of new Board Members, each Company is near or at its statutory limitations under the 1940 Act and can no longer appoint additional Board Members without a shareholder vote.

To ensure the continuity and uninterrupted functioning of the Board of each Company in compliance with the 1940 Act, and to allow each Board to appoint new members in the future as circumstances and conditions may warrant, each Company’s current Board Members believe that it is prudent and appropriate for shareholders to elect each nominee for each Company covered by this proxy statement. By electing the nominees, the Board Members of each Company will have the flexibility necessary to appoint new members in the future in compliance with the requirements of the 1940 Act.

If elected, all nominees will hold office until the earlier to occur of: (a) the next meeting of shareholders of the Company at which Board Members are elected and until their successors are elected and qualified; or (b) until their terms expire in accordance with each Company’s retirement policy; or (c) until they resign or are removed as permitted by law. Each Company’s retirement policy generally calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75.

Depending on the Company, any Board Member may be removed by the holders of not less than a majority of the Company’s outstanding Shares entitled to vote on the election of Board Members, or by the holders of not less than two-thirds of the Company’s outstanding Shares entitled to vote on the election of Board Members. In the event of a vacancy on the Board, the remaining Board Members intend to fill such vacancy by appointing another Board Member, so long as immediately after such appointment, at least two-thirds of the Board Members have been elected by shareholders.

Board Members who are not “interested persons” of a Company (as defined in the 1940 Act) are referred to as Independent Board Members. Board Members who are interested persons of a Company are referred to as Interested Board Members.

The Board of each Company is currently composed of two Interested Board Members and eleven Independent Board Members.² The Chair of the Board is Richard

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Redeker, who is an Independent Board Member. Two current Independent Board Members, Robin B. Smith and Douglas H. McCorkindale, have announced their intention to retire at the end of 2014 in accordance with the Companies’ retirement policy, and therefore have not been nominated for election. If all of the individuals nominated for election are elected by shareholders, the Board of each Company will be comprised of nine Independent Board Members and three Interested Board Members.

It is expected that the Board Members will meet at least four times a year at regularly scheduled meetings. The number of Board and Board committee meetings held during each Company’s most recent fiscal year is set forth in Exhibit E.

None of the nominees is related to another. None of the Independent Board Members of each Company nor persons nominated to become Independent Board Members owns shares of Prudential Financial, Inc. or its affiliates.

The name, age, current Board position, business experience and address of each Independent Board Member nominee and each Interested Board Member nominee (each a Nominee), as well as information regarding their service on the Trust.boards of other mutual funds in the Prudential mutual fund complex, is as follows:

PROPOSED INDEPENDENT BOARD MEMBER NOMINEES

Ellen S. Alberding* (56) | Director/Trustee | Since 2013

Principal Occupation(s) During Past 5 Years: President and Board Member, The Distributor is an affiliateJoyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (since 2011); Trustee, Skills for America’s Future (national initiative to connect employers to community colleges) (since 2011); Trustee, National Park Foundation (charitable foundation for national park system) (since 2009); Trustee, Economic Club of Chicago (since 2009).

Number of Portfolios in Fund Complex† Overseen by Nominee: 71

Other Directorships Held by Nominee**: None.

Kevin J. Bannon* (62) | Director/Trustee | Since 2008

Principal Occupation(s) During Past 5 Years: Managing Director (since April 2008) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds.

Number of Portfolios in Fund Complex† Overseen by Nominee: 71

Other Directorships Held by Nominee**: Director of Urstadt Biddle Properties (since September 2008).

Linda W. Bynoe* (62) | Director/Trustee | Since 2005

Principal Occupation(s) During Past 5 Years: President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).

Number of Portfolios in Fund Complex† Overseen by Nominee: 71

Other Directorships Held by Nominee**: Director of Simon Property Group, Inc. (retail real estate) (May 2003-May 2012); Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).

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Keith F. Hartstein* (57) | Director/Trustee | Since 2013

Principal Occupation(s) During Past 5 Years: Retired; Formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008).

Number of Portfolios in Fund Complex† Overseen by Nominee: 71

Other Directorships Held by Nominee**: None.

Michael S. Hyland* (68) | Director/Trustee | Since 2008

Principal Occupation(s) During Past 5 Years: Retired (since February 2005); Formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).

Number of Portfolios in Fund Complex† Overseen by Nominee: 71

Other Directorships Held by Nominee**: None

Stephen P. Munn* (72) | Director/Trustee | Since 2008

Principal Occupation(s) During Past 5 Years: Lead Director (since 2007) and formerly Chairman (1993-2007) of Carlisle Companies Incorporated (manufacturer of industrial products).

Number of Portfolios in Fund Complex† Overseen by Nominee: 71

Other Directorships Held by Nominee**: None.

James E. Quinn* (62) | Director/Trustee | Since 2013

Principal Occupation(s) During Past 5 Years: Retired; Formerly President(2003-2012) and Director (2003-2008), and Vice Chairman and Director (1998-2003), Tiffany & Company (jewelry retailing); Director, Mutual of America Capital Management Corporation (asset management) (since 1996); Director, Hofstra University (since 2008); Vice Chairman, Museum of the Manager.City of New York (since 1994).

Number of Portfolios in Fund Complex† Overseen by Nominee: 71

Other Directorships Held by Nominee**: Director of Deckers Outdoor Corporation (footwear manufacturer) (since 2011).

Richard A. Redeker* (71) | Director/Trustee & Independent Chair | Independent Chair Since 2011 |See Note 1

Principal Occupation(s) During Past 5 Years: Retired Mutual Fund Senior Executive (44 years); Management Consultant; Director, Mutual Fund Directors Forum (since 2014); Independent Directors Council (organization of 2,800 Independent Mutual Fund Directors)-Executive Committee, Chair of Policy Steering Committee, Governing Council.

Number of Portfolios in Fund Complex† Overseen by Nominee: 71

Other Directorships Held by Nominee**: None.

Stephen G. Stoneburn* (71) | Director/Trustee | See Note 2

Principal Occupation(s) During Past 5 Years: Chairman, (since July 2011), President and Chief Executive Officer (since June 1996) of Quadrant Media Corp. (publishing company); formerly President (June 1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice President and Managing Director (January 1993-1995) of Cowles Business Media; Senior Vice President of Fairchild Publications, Inc.Reasons for the Meeting(1975-1989).

At a special Board meeting held on April 30, 2014 (the "April Board Meeting"), the Board considered presentations madeNumber of Portfolios in Fund Complex† Overseen by the ManagerNominee: 71

Other Directorships Held by Nominee**: None.

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PROPOSED INTERESTED BOARD MEMBER NOMINEES

Stuart S. Parker* (51) | Director/Trustee & President | Since 2012 | See Note 3

Principal Occupation(s) During Past 5 Years: President of Prudential Investments LLC (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); Executive Vice President of Jennison Associates LLC and the New Subadvisers concerning changes to the Target Fund's subadvisory arrangements, investment strategyHead of Retail Distribution of Prudential Investments LLC (June 2005-December 2011).

Number of Portfolios in Fund Complex† Overseen by Nominee: 65

Other Directorships Held by Nominee**: None.

Scott E. Benjamin* (41) | Director/Trustee & Vice President | Since 2009 | See Note 3

Principal Occupation(s) During Past 5 Years: Executive Vice President (since June 2009) of Prudential Investments LLC; Executive Vice President (June 2009-June 2012) and name (such changes are collectively referred to herein from time to time as the "Fund Repositioning"). The ManagerVice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and the Board are proposing the New SubadvisersMarketing, Prudential Investments (since February 2006); Vice President of Product Development and Product Management, Prudential Investments (2003-2006).

Number of Portfolios in order to enable the Manager to have the New Subadvisers implement a new investment strategy for the Fund.Fund Complex† Overseen by Nominee: 71

Specifically, if the new Subadvisory Agreements between PIOther Directorships Held by Nominee**: None.

Grace C. Torres* (55) | See Note 3

Principal Occupation(s) During Past 5 Years: Retired; Formerly Treasurer and eachPrincipal Financial and Accounting Officer of the New Subadvisers to servePrudential Investments Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of Prudential Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc.

Number of Portfolios in Fund Complex† Overseen by Nominee: None.

Other Directorships Held by Nominee**: None.

Note 1: Mr. Redeker has served as subadvisers to the Target Fund are approved by the shareholdersa Director/Trustee of the Target Fund,Funds since 2003, with the effective datefollowing exceptions: PIP 6 since 1993; Global Total since 1993; PIP 14 since 1993; PIP 15 since 1995; PIP 8 since 1996; PIP 4 since 1993; National Muni since 1995; Short-Term Corporate Bond since 1993; PIP 9 since 1998; PIP 17 since 1994; PIP since 1995; PIP 18 since 1998; Natural Resources since 2000; Sector since 1993; Small Company since 1996.

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Note 2: Mr. Stoneburn has served as a Director/Trustee of the new strategiesFunds since 2003, with the following exceptions: PIP 2 since 1999; PIP 12 since 2001; World since 1996; PIP 3 since 2000; PIP 5 since 1999; PIP 16 since 1999; Target since 1999.

Note 3: Messrs. Parker and Benjamin are Interested Board Members by virtue of their positions with PI. Prior to her retirement in 2014, Ms. Torres was employed by PI. Due to her prior employment, she is expectedconsidered to occur duringbe an “interested person” under the second half of 2014 and the Fund's name1940 Act. If elected, Ms. Torres will be changed froma non-management Interested Board Member.

The following tables set forth the "Target Conservative Allocation Fund"dollar range of Fund securities held by each Nominee as of December 31, 2013. The tables also include the aggregate dollar range of securities held by each Nominee in all funds in the Fund Complex overseen by that Nominee as of December 31, 2013. The Nominating and Governance Committee encourages each Board Member to the "Prudential Income Builder Fund." Ifmaintain investments in one or more of the New Subadvisory Agreements are not approved by shareholders, the Manager may determine to implement the New Subadvisory AgreementsFunds that are approved by shareholders, includingequal to the corresponding changes in investment strategies.aggregate fees for one year that he or she receives for Board-related service to the Funds. Under ordinary circumstances, new Independent Board Members have two years to comply with this policy.

If shareholders approve the sub-proposals in Proposal 1, the Target Fund's investment objective and investment strategies would be changed. If a sub-proposal is not approved, the Manager may determine to implement the sub-proposals that are approved by shareholders. The Target Fund currently seeks current income and a reasonable level of capital appreciation as its investment objective. If Proposal 1 is approved, the Repositioned Fund will seek income and long-term capital growth as its investment objective.SHARE OWNERSHIP TABLE

The table below highlights the current principal investment strategies of the Target Fund and the Repositioned Fund.INDEPENDENT BOARD MEMBER NOMINEES

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SHARE OWNERSHIP TABLE INTERESTED BOARD MEMBER NOMINEES

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For the Repositioned Fund, QMA will dynamically allocate among the different market segments within equities and equity-related securities and fixed income obligations. Asset allocation decisions will be determined using a combination of quantitative tools and the judgment of QMA's investment professionals.

The Board has approved the New Subadvisory Agreements, the hiringNone of the New Subadvisers, the terminationIndependent Board Member Nominees, or any member of the Current Subadvisers, the Fund Repositioning, the callinghis/her immediate family, owned beneficially or of the Meeting, and the submission to shareholders of the Proposal to hire the New Subadvisers as the subadvisers to the Fund.

The Board considered the following factors, provided by PI, regarding the potential benefits to shareholders resulting from the transition to the Repositioned Fund:

•  Potential for improved performance;

•  Greater opportunity for income generation;

•  Reduction in overall expenses, including a reduction in management fees (based on the Fund's current size) and the addition of a contractual fee waiver and/or expense reimbursement, which will decrease the Fund's net total expenses;

•  Access to additional and non-traditional sub-classes to provide greater diversification; and

•  Potential for asset growth of the Fund, which in the long term may lower the expenses of the Fund.

The sub-proposals in Proposal 1 involve the approval of the appointment of the New Subadvisers. If shareholders approve the sub-proposals in Proposal 1, the Manager will retain the New Subadvisers, the Current Subadvisers will be terminated, the Target Fund's investment objective and investment strategy will change, and the name change for the Target Fund will be implemented. If a sub-proposal is not approved, the Manager may determine to implement the sub-proposals that are approved by shareholders.

The proposed termination of unaffiliated Current Subadvisers as subadvisers for the Target Fund, the retention of the affiliated New Subadvisers as subadvisers for the Target Fund, the investment objective and strategy change, and the name change for the Target Fund would not go into effect if Target Fund shareholders do not approverecord any of the sub-proposals in Proposal 1. Instead, the Target Fund will continue to operate in accordance with its current investment objective and investment strategies and the Board will consider other alternatives. However, if one or more of the sub-proposals are approved, the Manager may determine to implement such sub-proposals (and corresponding changes in investment strategies) that are approved by shareholders.

PROPOSAL NO. 1

To Approve New Subadvisory Agreements Between
Prudential Investments LLC and Each of the Following Affiliated
Subadvisers With Respect to the Fund:
(A) Quantitative Management Associates LLC,
(B) Jennison Associates LLC,
(C) Prudential Investment Management, Inc., on Behalf of Its Business Unit,
Prudential Fixed Income,
and (D) Prudential Investment Management, Inc., on Behalf of Its Business Unit,
Prudential Real Estate Investors

The Board, including a majority of the Trustees of the Trust who are not "interested persons" of the Trust under the 1940 Act (collectively, the "Independent Trustees"), has approved, and recommends that the shareholders of the Fund approve, the appointment of the affiliated New Subadvisers as the subadvisers to the Target Fund. A form of the proposed subadvisory agreement between PI and each of the New Subadvisers is included as Exhibit B to this proxy statement. The proposed New Subadvisory Agreements between PI and each of the New Subadvisers were approved by the Board at the April Board Meeting. In addition to shareholder approval, the proposed New Subadvisory Agreements between PI and each of the New Subadvisers are subject to "in person" Board approval at the meeting of the Board to be held on June 9-11, 2014 (the "June Board Meeting"), as required by Section 15(c) of the 1940 Act.

PI may terminate the Current Subadvisers without shareholder vote. PI and the mutual funds advised by PI (the "Funds") operate under an exemptive order from the Securities and Exchange Commission (the "SEC") that generally permits Pl to enter into or amend agreements with unaffiliated investment subadvisers with Board approval and without shareholder vote. PI and the New Subadvisers are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. Each of the New Subadvisers is an affiliate of PI.

The information below should be reviewed in connection with the proposed New Subadvisory Agreements with respect to each of the New Subadvisers. Shareholders will be asked to consider and vote upon the proposed New Subadvisory Agreement with each New Subadviser separately. If none of the New Subadvisory Agreements with the New Subadvisers are approved by shareholders, the Target Fund will continue to operate in accordance with its current investment objective and investment strategies and the Board will consider other alternatives. However, if one or more of the sub-proposals are approved, the Manager may determine to implement the sub-proposals (and corresponding changes in investment strategies) that are approved by shareholders.

Comparative Fee and Expense Information

Subadvisory Fees. The subadvisory fees payable to the New Subadvisers will be paid by the Manager and not by the Fund. The Repositioned Fund's net annual operating expenses are not expected to increase as a result of the implementation of Proposal 1. The proposed contractual subadvisory fee rates between the Manager and the New Subadvisers, and the current contractual subadvisory fee rates between the Manager and the Current Subadvisers, are shown below.

*  For purposes of the fee calculations, the Current Subadvisers (other than Hotchkis and Wiley Capital Management, LLC) aggregate fund assets they manage for PI that are managed in substantially the same investment style. The New Subadvisers do not aggregate fund assets under management in similar styles for purposes of fee calculations.

Other than the different subadvisory fee rates, the proposed New Subadvisory Agreements with the New Subadvisers are substantially similar to the current subadvisory agreements for the Target Fund. The Manager notes that the proposed subadvisory fee rates with respect to the Repositioned Fund were separately negotiated between the Manager and the New Subadvisers. The Manager recognizes that if the proposed New Subadvisory Agreements with the New Subadvisers are approved, the net management fee to be retained by the Manager (i.e., the investment management fees received by the Manager minus the subadvisory fees to be paid to the New Subadvisers by the Manager) with respect to the Repositioned Fund will be lower than that retained by the Manager in connection with the current subadvisory arrangements for the Target Fund. The current investment management and subadvisory fee arrangements for the Target Fund reflect the negotiated business arrangements between the Manager and the relevant subadviser. The size of the Manager's net investment management fee rate for a given fund (i.e., investment management fee rate minus subadvisory fee rate) will depend upon the fee arrangements that the Manager was able to negotiate with the relevant subadviser.

Considerations and Recommendation

The Board considered the following factors, provided by PI, regarding the potential benefits to shareholders resulting from the transition to the Repositioned Fund:

•  Potential for improved performance;

•  Greater opportunity for income generation;

•  Reduction in overall expenses, including a reduction in management fees (based on the Fund's current size) and the addition of a contractual fee waiver and/or expense reimbursement, which will decrease the Fund's net total expenses;

•  Access to additional and non-traditional sub-classes to provide greater diversification; and

•  Potential for asset growth of the Fund, which in the long term may lower the expenses of the Fund.

The Board recommends Proposal 1 as being in the best interests of the Fund's shareholders for the above reasons.

Description of the Repositioning

A description of the contemplated changes to the Target Fund's investment strategy is set forth below. The Board approved these changes at the April Board Meeting. Implementation of these changes, however, is subject to receipt of the required shareholder approval with respect to Proposal 1. However, if one or more of the sub-proposals are approved, the Manager may determine to implement such sub-proposals (and corresponding changes in investment strategies) that are approved by shareholders. In addition to the shareholder approval, the proposed subadvisory agreements between PI and each of the New Subadvisers are also subject to "in person" Board approval at the June Board Meeting, as required by Section 15(c) of the 1940 Act.

Current and Proposed Investment Objective. The investment objective of the Target Fund is to seek current income and a reasonable level of capital appreciation. The investment objective of the proposed Repositioned Fund is to seek income and long-term capital growth. The current and proposed investment objectives are non-fundamental investment policies of the Fund and may be changed by the Board without shareholder approval. No assurance can be given that the Target Fund or the Repositioned Fund will achieve its investment objective.

Highlights of Proposed Changes in Investment Policies and Strategy

*  The Customized Blend Index is intended to provide a theoretical comparison to the Fund's performance based on the amounts allocated to each asset class. Russell 3000^® (40%) measures the performance of the largest 3,000 U.S. companies; Barclays U.S. Aggregate Bond (60%) includes investment-grade securities issued by the U.S. government, its agencies, and by corporations with between 1 and 10 years remaining to maturity. All indexes are unmanaged and do not reflect deductions for any sales charges or operating expenses of a mutual fund. The Russell index and Russell are trademarks of the Frank Russell Company. An investment cannot be made directly in an index.

Concentration Policy

In addition, if Proposal 1 is approved and the Fund Repositioning is implemented, the Target Fund will adopt a new interpretation of its policy on concentration. Under Section 8(b) of the 1940 Act, a fund must set forth in its registration statement its policy with respect to concentrating its assets (i.e., investing 25% or more of its total assets) in a particular industry or group of industries. The Target Fund's fundamental policy on concentration is that it will not purchase any security if as a result 25% or more of its total assets would be invested in the securities of issuers having their principal business activities in the same industry, except for temporary defensive purposes, and except that this limitation does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. PI proposed, and the Board approved, an interpretation of this concentration policy under which the Target Fund will not consider investment companies to be an industry for purposes of this policy, and the Target Fund's investment in an investment company that concentrates its investments inadviser or principal underwriter of a particular industryFund or group of industries will not be considered an investment by the Target Fund in that particular industry or group of industries. Under this interpretation, the Target Fund will be permitted to invest 25% or more of its total assets in one or more Underlying Prudential Funds that themselves may invest 25% or more of their total assets in a particular industry or group of industries. As a result, the Target Fund will be permitted to expose 25% or more of its assets to the risks of the industry or group of industries in which an Underlying Prudential Fund invests. The interpretation of the concentration policy may cause the Repositioned Fund to be less diversifiedperson (other than the Target Fund. Generally, a more concentrated investment strategy can be riskier and more volatile than a broad diversified strategy.

New Subadvisers

QMA, a registered investment adviser, iscompany) directly or indirectly controlling, controlled by, or under common control with an indirect, wholly-owned subsidiary of Prudential Financial, Inc., 751 Broad Street, Newark, New Jersey, 07102. As of March 31, 2014, QMA had approximately $110.5 billion in assets under management worldwide. QMA's address is Two Gateway Center, 100 Mulberry Street, Newark, New Jersey 07102-5096.

Set forth below are the names, titles and principal occupations of the principal executive officers of QMA, some of whom are also members of QMA's Board of Managers (as indicated below). Unless otherwise indicated, the address of each individual is Two Gateway Center, 100 Mulberry Street, Newark, New Jersey 07102-5096.

Jennison, a registered investment adviser is an indirect, wholly-owned subsidiaryor principal underwriter of Prudential Financial, Inc., 751 Broad Street, Newark, New Jersey 07102. As of March 31, 2014, Jennison managed in excess of $178 billion in assets. Jennison's address is 466 Lexington Avenue, New York, NY 10017.

Set forth below are the names, titles and principal occupations of the principal executive officers and Directors of Jennison. Unless otherwise indicated, the address of each individual is 466 Lexington Avenue, New York, NY 10017.

PFI is a business unit of Prudential Investment Management, Inc. (PIM), which in turn is an indirect wholly-owned subsidiary of Prudential Financial, Inc., 751 Broad Street, Newark, New Jersey 07102. As of March 31, 2014, PFI managed approximately $418 billion in assets. PIM's address is Gateway Center Two, 100 Mulberry Street, Newark, NJ 07102.

Set forth below are the names, titles and principal occupations of the principal executive officers of PFI. One of such officers is also a member of PIM's Board of Directors. Unless otherwise indicated, the address of each individual is Two Gateway Center, 100 Mulberry Street, Newark, New Jersey 07102-5096.

PREI is a business unit of PIM, which in turn is an indirect wholly-owned subsidiary of Prudential Financial, Inc., 751 Broad Street, Newark, New Jersey 07102. PREI, comprised of fund management centers in the United States in Madison, NJ and Atlanta, GA, and globally in Munich, London, Singapore and Mexico City, is supported by a network of local offices throughout the world. PREI managed $55.7 billion in gross real estate assets ($41 billion net)Fund as of December 31, 2013. PREI's address is 7 Giralda Farms, Madison, NJ 07940.

Set forth below are the names, titles and principal occupations of the principal executive officers of PREI. PREI has no directors. Unless otherwise indicated, the address of each individual is 7 Giralda Farms, Madison, NJ 07940.

Portfolio Managers for the Repositioned Fund

Information about the portfolio managers to be responsible for the day-to-day management of the Repositioned Fundconcerning Company officers is set forth below.in Exhibit C.

Ted Lockwood isBOARD MEMBER COMPENSATION

Currently, each Independent Board Member receives an annual retainer of $190,000 from all Companies in the aggregate. The Independent Board Member who serves as the Chair of each Company’s Board receives an additional annual aggregate fee of $75,000. In addition, Independent Board Members who are members of a Managing DirectorCompany’s Audit Committee receive an annual aggregate fee of $14,000 for QMA and head of QMA's asset allocation area. He is responsible for portfolio management, investment research, and new product development. QMA's asset allocation team focusestheir service on tactical, strategic, and dynamic asset allocation across traditional and non-traditional asset classes, including real assets and alternatives. Ted's experience also includes managing tactical asset allocation overlays, dynamically managed volatility strategies, quantitative long-short equity portfolios, and synthetic convertible bonds. Earlier in his career, Ted was an AT&T Bell Laboratories Fellow and memberthe Committee, except that the Chair of the technical staff at AT&T. Ted graduated summa cum laude with a BE in Engineering from Stony Brook University and earnedAudit Committee receives an MS in Engineering and an MBA in Finance from Columbia University.

Edward L. Campbell, CFA, is a Principal and Portfolio Manager for QMA and a memberannual aggregate fee of $25,000. Independent Board Members who are members of the asset allocation team. In addition to portfolio management, Ed is a specialistNominating and Governance Committee receive an aggregate annual fee of $14,000 for their service on the Committee, except that the Chair of the Nominating and Governance Committee receives an annual aggregate fee of $25,000. Members of the Audit Committee and the Nominating and Governance Committee also receive meeting fees of $1,000 for their attendance at each committee meeting. Independent Board Members who are the Chair of an Investment Committee annually receive an additional $2,000. Independent Board Members receive reimbursement for any expenses incurred in global macroeconomicattending meetings and investment strategy research. He has also servedfor other incidental expenses. Board fees are reviewed periodically by each Company’s Board.

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Interested Board Members currently do not receive any compensation from the Companies or the Fund Complex, and do not receive any pension or retirement benefits for their service as Board Members. If elected as a Portfolio Manager with Prudential Investments (PI) and spent several yearsnon-management Interested Board Member, Ms. Torres will receive the same annual retainer as a Senior Analyst with PI's Strategic Investment Research Group (SIRG). Prior to joining PI, Ed was a Partner and Vice President at Trilogy Advisors LLC. He earned a BS in Economics and International Business from The City University of New York and holds the Chartered Financial Analyst (CFA) designation.

Rory Cummingsis a Portfolio Manager for QMA and a member of the Asset Allocation team. He also conducts macroeconomic, market valuation, and capital markets research. Rory has worked in various roles within the Asset Allocation team and, prior to joining, served as a Client Relations Specialist covering a variety of institutional clients. He earned a BA in Finance from Seton Hall University and a MBA in Financial Markets and Corporate Finance from New York University.

Ubong Edemeka, is a Managing Director & Income and Infrastructure Portfolio Manager/Research Analyst. Bobby joined Jennison Associates in March 2002. Bobby is a portfolio manager of Jennison's income and infrastructure strategies. Before joining Jennison, Bobby was a sell-side research analyst on the US Power & Utilities team at Goldman Sachs, for which he covered electric utilities and independent power producers. Prior to Goldman Sachs, he was an analyst on the global utilities team of SSB Citi Asset Management Group, a division of Citigroup. Bobby began his career as an analyst for the Prudential Utility Fund (now Prudential Jennison Utility Fund) at Prudential Investments in 1997 after completing Prudential's investment management training program. Bobbycurrently received his BA in government from Harvard.

Shaun Hong, CFA, is a Managing Director & Income and Infrastructure Portfolio Manager/Research Analyst. Shaun joined Jennison Associates in September 2000 when Prudential's public equity asset management capabilities merged into Jennison. Shaun is a portfolio manager of Jennison's income and infrastructure strategies. He joined Prudential in 1999 as an analyst responsible for the power, natural gas, and telecommunications industries within Prudential's public equity unit. Shaun began his career in 1992 as a research analyst covering telecommunications

and technology companies at Parker/Hunter, a regional brokerage firm based in Pittsburgh. In 1994, Shaun joined Equinox Capital Management, where he worked for five years researching the utility, consumer products, commodities, and technology sectors. Shaun received his BS in industrial management from Carnegie Mellon University. He is a member of The New York Society of Security Analysts and CFA Institute.

Paul Appleby, CFA, is Managing Director and Head of PFI's Leveraged Finance Team, which includes the US and European High Yield Bond and Bank Loan sector teams. Previously, he was Director of Credit Research and Chief Equity Strategist for Prudential Financial's proprietary portfolios. Mr. Appleby was also a high yield bond credit analyst and worked in Prudential Financial's private placement group. Before joining Prudential Financial in 1987, he was a strategic planner for Amerada Hess. Mr. Appleby received a BS in Economics from The Wharton School of the University of Pennsylvania and an MBA from the Sloan School at the Massachusetts Institute of Technology (MIT). He holds the Chartered Financial Analyst (CFA) designation.

Michael J. Collins, CFA, is Managing Director and Senior Investment Officer for PFI. He is also senior portfolio manager for Core Plus, Absolute Return, and other multi-sector Fixed Income strategies. Previously, Mr. Collins was a High Yield Portfolio Manager and Fixed Income Investment Strategist. He continues to work closely with the high yield team and other credit teams on portfolio strategy and construction. Earlier he was a credit research analyst, covering investment grade and high yield corporate credits. Additionally, he developed proprietary quantitative international interest rate and currency valuation models for our global bond unit. Mr. Collins began his career at Prudential Financial in 1986 as a software applications designer. He received a BS in Mathematics and Computer Science from the State University of New York at Binghamton and an MBA in Finance from New York University. Mr. Collins holds the Chartered Financial Analyst (CFA) designation and is a Fellow of the Life Management Institute (FLMI).

Terence Wheat, CFA, is Principal, global high yield portfolio manager and emerging markets corporate portfolio manager at PFI. Previously, he was a high yield portfolio manager for Prudential Fixed Income's High Yield Team for six years. Mr. Wheat also spent 12 years as a credit analyst in Prudential Fixed Income's Credit Research Group, where he was responsible for the consumer products, gaming and leisure, retail, supermarkets, and textile/apparel industries. Mr. Wheat covered high yield bonds from 1998 to 2003, and investment grade issues from 1993 to 1998. Earlier, he worked for Prudential's Financial Management Group. Mr. Wheat joined Prudential in 1988. He received a BS in Accounting and an MBA from Rider University. Mr. Wheat holds the Chartered Financial Analyst (CFA) designation.

Robert Spano, CFA, CPA, is Principal and high yield portfolio manager for PFI's High Yield Team. Prior to assuming his current position in 2007, Mr. Spano was a high yield credit analyst for 10 years in Prudential Fixed Income's Credit Research Group, covering the health, lodging, consumer, gaming, restaurants, and chemical industries. Earlier, he worked as an investment analyst in the Project Finance Unit of Prudential Financial's private placement group. Mr. Spano also held positions in the internal audit and risk management units of Prudential Securities. He received a BS in Accounting from the University of Delaware and an MBA from New York University. Mr. Spano holds the Chartered Financial Analyst (CFA) and Certified Public Accountant (CPA) designations.

Ryan Kelly, CFA, is Principal and high yield portfolio manager for PFI's High Yield Team. Prior to assuming his current position in 2012, Mr. Kelly was a high yield credit analyst for nearly 10 years in Prudential Fixed Income's Credit Research Group, covering the automotive, energy, and finance sectors. Previously, Mr. Kelly was a senior high yield bond analyst at Muzinich & Company. Earlier, he was a senior associate at PNC Capital Markets/PNC Bank where he worked in the high yield bond, mergers and acquisition (M&A) and loan syndication groups. Mr. Kelly began his career as an investment banker at Chase Manhattan Bank, working on project finance transactions and M&A advisory mandates for the electric power sector. He earned a BA in Economics from Michigan State University and holds the Chartered Financial Analyst (CFA) designation.

David Bessey is Managing Director and Head of PFI's Emerging Markets Debt Team, investing in emerging market debt denominated in both US dollars and local currencies. Mr. Bessey is also senior portfolio manager of the Emerging Markets Debt Long/Short Strategy. Mr. Bessey started Prudential's Emerging Market effort in 1995 with sovereign strategist Cathy Hepworth and has grown this business to $26 billion (as of September 30, 2013.) Prior to joining Prudential Financial in 1989, Mr. Bessey was a project manager on various engineering projects in the United States, Asia, and Latin America. Mr. Bessey received a BS in Geological Engineering from Cornell University and an MBA in Finance from the Sloan School at the Massachusetts Institute of Technology (MIT).

Cathy L. Hepworth, CFA, is Managing Director and Emerging Market Sovereign Strategist/Portfolio Manager for PFI's Emerging Markets Team. Ms. Hepworth co-founded the firm's emerging markets debt management effort with David Bessey in 1995, together with the team growing the business to $26 billion. Previously, Ms. Hepworth was an analyst in the credit unit of Prudential Financial's Capital Management Group, focusing on various sovereign, financial and corporate sectors. Prior to joining Prudential Financial in 1989, she held analyst positions at Bankers Trust, Merrill Lynch, and Golembe Associates. Ms. Hepworth received a BSFS from Georgetown University, School of Foreign Service. She holds the Chartered Financial Analyst (CFA) designation.

Robert Cignarella, CFA, is Managing Director and co-Head of Prudential Fixed Income's Leveraged Finance Team, which includes the US and European High Yield Bond and Bank Loan sector teams. Previously, Mr. Cignarella was a managing director and co-head of high yield and bank loans at Goldman Sachs Asset Management and also held positions as high yield portfolio manager and high yield and investment grade credit analyst. Earlier, he was a financial analyst in the investment banking division of Salomon Brothers. Mr. Cignarella received an MBA from the University of Chicago, and a bachelor's degree in operations research, and industrial engineering from Cornell University. He holds the Chartered Financial Analyst (CFA) designation.

Daniel Thorogood, CFA, is Vice President for Prudential Fixed Income's High Yield Team, responsible for portfolio strategy and managing high yield bond allocations in multi-sector portfolios. Prior to joining the High Yield Team, Mr. Thorogood was a member of Prudential Fixed Income's Quantitative Research and Risk Management Group. Mr. Thorogood was the head of a team of portfolio analysts who support the firm's credit-related strategies, including investment grade corporate, high yield corporate, and emerging market debt sectors. The team was primarily responsible for performing detailed portfolio analysis relative to benchmarks, monitoring portfolio risk exposures, and analyzing performance through proprietary return attribution models. Prior to joining the Quantitative Research and Risk Management Group in 1996, Mr. Thorogood was Associate Manager in Prudential Fixed Income's Trade Support and Operations Unit. He received a BS in Finance from Florida State University and an MBA in Finance from Rutgers University. Mr. Thorogood holds the Chartered Financial Analyst (CFA) designation.

Marc R. Halle is a Managing Director for PREI where he is the Senior Portfolio Manager and Chief Investment Officer for all global real estate securities funds and investments. Mr. Halle is also a member of the firm's Global Investment Committee for all significant direct real estate investments. Marc has over 29 years experience in real estate capital markets, securities, development, acquisition and finance. Marc joined Prudential from Alpine Management & Research, where he was the Chief Operating Officer and Portfolio Manager for U.S. and global real estate securities funds. Prior to forming Alpine, Marc was the Senior Real Estate Analyst and Associate Portfolio Manager with Evergreen Asset Management, Inc., where he was jointly responsible for research, investment analysis and portfolio recommendations for all real estate securities. Previously, Marc was Senior Vice President and COO of W&M Properties (Empire State Realty Trust), a national real estate investment firm that held interests in office, multi-family and retail properties. Prior to W&M, Marc was a VP with Greenthal Realty, a New York based real estate firm that owned and operated multi-family throughout the NYC metropolitan area. Marc served on theby Independent Board of Directors of several privately held real estate companies. Marc is a member of the Investor Advisory Council of NAREIT, and is affiliated with the International Council of Shopping Centers (ICSC). In January 2011, Marc was featured in both The Wall Street Journal and Smart Money Magazine and named as one of "Americas Best Mutual Fund Mangers" for long term consistent performance. Marc has been widely quoted in the financial media including CNBC, Fox Business Channel, the Wall Street Journal, Smart Money, Forbes and Barron's. Marc holds an MBA degree in Finance from New York University's Executive MBA Program and a B.S., magna cum laude, from Tufts University, College of Engineering.

Rick J. Romano, CFA, is a Managing Director for PREI. He is responsible for management of the group's public securities investments. Mr. Romano joined Prudential in 1998 from Rockefeller & Co., an investment management firm for the Rockefeller family and other high net worth clients. At Rockefeller & Co., Mr. Romano was an Equity Analyst for three investment partnerships totaling over US$4.0 billion in publicly traded securities. He was responsible for covering real estate and leisure stocks globally and served as a generalist covering domestic equity securities. Prior to joining Rockefeller & Co., Mr. Romano was a Senior Investment Analyst at the Prudential Realty Group where he worked on the valuation, asset management and portfolio management of a US$1.0 billion equity hotel portfolio. Mr. Romano has served on the board of several private real estate companies. He is also a member of the CFA Institute (CFA), the New York Society of Security Analysts (NYSSA) and NAREIT. Mr. Romano

received a BA from Rutgers College and a MBA in Finance from New York University's Stern School of Business. In addition, he is a CFA charter holder.

Gek Lang Lee, CFA, is a Principal for PREI. Ms. Lee has been working in the public real estate sector in Asia for more than 20 years. Ms. Lee joined Prudential in June 2007 from Moon Capital LLC where she was the Global Real Estate sector head responsible for managing a portfolio of real estate stocks spanning Asia and Latin America. Prior to joining Moon Capital, Ms. Lee was the Head of Singapore Equities Research and Property analyst at UBS AG where she was credited with building up the Singapore institutional research team. Ms. Lee's work also included working with the UBS Investment Banking team on helping in the listing of REITs in Singapore. Prior to UBS, Ms. Lee was Head of Singapore Equities at Indosuez WICarr where she was responsible for the profitability of the Singapore Equity Business and also Regional Real Estate research. Ms. Lee holds a Bachelor of Science degree from the National University of Singapore and is also a CFA charter holder.

Michael Gallagher is a Director for PREI based in London. He is the Portfolio Manager for the European real estate securities. Mr. Gallagher has been working in the public securities market for over 13 years and specifically within real estate for 8 years. Prior to joining Prudential, Mr. Gallagher was the Assistant Fund Manager for Global Real Estate Securities at Aviva Investors (London) where he was responsible for portfolio construction and stock selection of European real estate securities. Prior to Aviva, Mr. Gallagher was a Vice President of Citigroup (London) where he covered diversified financials and the real estate sector. At Citigroup, Mr. Gallagher was responsible for modeling and research for companies under his coverage. Mr. Gallagher came to Citigroup from Deutsche Bank (London /Frankfurt) where he was a pan European equity analyst covering bank stocks and diversified German companies. Mr. Gallagher holds a BA in Economics from Harvard University, magna cum laude and was the recipient of the Harvard College Scholarship. Mr. Gallagher also holds a MA in International Political Economy from Cornell University where he was awarded the Mellon Foundation Scholarship. Mr. Gallagher speaks several languages including English (native), German, French, Italian and Portuguese.

Information About PI

PI is a wholly-owned subsidiary of PIFM Holdco, Inc., 100 Mulberry Street, Newark, New Jersey 07102, which is a wholly-owned subsidiary of Prudential Asset Management Holding Company, 751 Broad Street, Newark, New Jersey 07102, which is a wholly-owned subsidiary of Prudential Financial, Inc., 751 Broad Street, Newark, New Jersey, 07102.Members.

Set forth below is information describing the name, titleaggregate compensation paid by each Company for each Company’s most recently completed fiscal year and principal occupationby the Fund Complex for the calendar year ended December 31, 2013 to each of the Independent Board Member Nominees for his/her services. Aggregate compensation numbers shown are for the calendar year ended December 31, 2013, the last full calendar year for which aggregate compensation numbers are available.

COMPENSATION PAID TO

INDEPENDENT BOARD MEMBER NOMINEES

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