As filed with the Securities and Exchange Commission on August 18, 2006
Registration No. 333-135637
Investment Company Act File No. 811-03981
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
| x PRE-EFFECTIVE AMENDMENT NO. 2 |
| o POST-EFFECTIVE AMENDMENT NO. |
PRUDENTIAL WORLD FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077
(Address of Principal Executive Offices)
(973) 367-7521
(Registrant’s Telephone Number)
Deborah A. Docs, Esq.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
(Name and Address of Agent for Service)
with a copy to :
William G. Farrar, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.
Title of the securities being registered: Shares of common stock, par value $0.01 per share of Dryden International Equity Fund, a series of Prudential World Fund, Inc. No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission (Commission), acting pursuant to said Section 8(a), may determine.
No filing fee is due because the Registrant has previously registered an indefinite number of shares of common stock under the Securities Act of 1933, as amended.
JENNISON GLOBAL GROWTH FUND,
A SERIES OF PRUDENTIAL WORLD FUND, INC.
STRATEGIC PARTNERS INTERNATIONAL GROWTH FUND,
A SERIES OF STRATEGIC PARTNERS MUTUAL FUNDS, INC.
STRATEGIC PARTNERS INTERNATIONAL VALUE FUND,
A SERIES OF PRUDENTIAL WORLD FUND, INC.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
IMPORTANT PROXY MATERIALS
PLEASE VOTE NOW
September __, 2006
Dear Shareholder:
I am writing to ask you to vote on one or more important proposals whereby all of the assets of each of the following funds:
• Jennison Global Growth Fund (Global Growth Fund), a series of Prudential World Fund, Inc. (World Fund);
• Strategic Partners International Growth Fund (Growth Fund), a series of Strategic Partners Mutual Funds, Inc. (SP Mutual Funds); and
• Strategic Partners International Value Fund (Value Fund and, together with Global Growth Fund and Growth Fund, the Target Funds), a series of World Fund,
would be acquired in separate transactions by Dryden International Equity Fund, a series of World Fund (International Equity Fund, and together with the Target Funds, the Funds), and International Equity Fund would assume all of the liabilities of the Target Funds (each, a Reorganization). Each of World Fund and SP Mutual Funds is a Maryland corporation.
Shareholder meetings (each, a Meeting) are scheduled as follows: (i) on Friday, November 10, 2006 at 5:00 p.m. Eastern time for Global Growth Fund, (ii) on Thursday November 30, 2006 at 5:00 p.m. Eastern time for Growth Fund, and (iii) on Thursday November 30, 2006 at 5:00 p.m. Eastern time for Value Fund. Only shareholders of Global Growth Fund will vote on the acquisition of Global Growth Fund's assets and the assumption of Global Growth Fund's liabilities by International Equity Fund. Only shareholders of Growth Fund will vote on the acquisition of Growth Fund's assets and the assumption of Growth Fund's liabilities by International Equity Fund. Only shareholders of Value Fund will vote on the acquisition of Value Fund's assets and the assumption of Value Fund's liabilities by International Equity Fund.
This package contains important information about the proposals and includes materials you will need in order to vote. The Boards of Directors of World Fund and SP Mutual Funds have reviewed and approved the proposals and recommend that the proposals be presented to shareholders of the relevant Target Fund for their consideration. Although the directors have determined that the proposal is in the best interests of the shareholders of each Target Fund, the final decision is up to you.
If approved, combining the Funds would give you the opportunity to participate in a fund with an identical primary investment objective and substantially similar investment policies, and will allow you to enjoy a larger asset
base over which expenses may be spread. Global Growth Fund, however, has a secondary objective of seeking income, while International Equity Fund, Growth Fund, and Value Fund do not have a secondary objective. In addition, Target Fund shareholders are expected to realize a reduction in both the net and gross annual operating expenses borne by shareholders. The accompanying joint proxy statement and prospectus includes a detailed description of the proposals. Please read the enclosed materials carefully and cast your vote.
The accompanying combined joint proxy statement and prospectus includes a detailed description of the proposals. Please read the enclosed materials carefully and cast your vote.
To vote, you may use any of the following methods:
Remember, your vote is extremely important, no matter how large or small your holdings. By voting now, you can help avoid additional costs that would be incurred with follow-up letters and calls.
To vote, you may use any of the following methods:
• By Mail. Please complete, date and sign your proxy card before mailing it in the enclosed postage paid envelope. Proxy cards must be received by 11:59 p.m. Eastern time on the day prior to the relevant Meeting in order to be counted.
• By Internet. Have your proxy card available. Go to the web site: www.proxyvote.com. Enter your 12-digit control number from your proxy card. Follow the simple instructions found on the web site. Votes must be entered by 11:59 p.m. Eastern time on the day prior to the relevant Meeting in order to be counted.
• By Telephone. If your fund shares are held in your own name, call 1-800-690-6903 toll-free. If your fund shares are held on your behalf in a brokerage account, call 1-800-454-8683 toll-free. Enter your 12-digit control number from your proxy card. Follow the simple instructions. Votes must be entered by 11:59 p.m. Eastern time on the day prior to the relevant Meeting in order to be counted.
• Attend the relevant Meeting in person.
Special Note for Systematic Investment Plans (e.g., Automatic Investment Plan, Systematic Exchange, etc.). Shareholders in systematic investment plans must contact their financial adviser or call our customer service division, toll free, at 1-800-225-1852 to change their investment options. Otherwise, if a proposed transaction is approved, starting on the day following the closing of the proposed transaction (which is expected to occur as soon as reasonably practicable after the relevant Meeting), future purchases will automatically be made in shares of International Equity Fund.
If you have any questions before you vote, please call MIS, an ADP Company at [1-888-684-2435] toll-free. They will be happy to help you understand the proposals and assist you in voting.
Judy A. Rice
President
JENNISON GLOBAL GROWTH FUND,
A SERIES OF PRUDENTIAL WORLD FUND, INC.
STRATEGIC PARTNERS INTERNATIONAL GROWTH FUND,
A SERIES OF STRATEGIC PARTNERS MUTUAL FUNDS, INC.
STRATEGIC PARTNERS INTERNATIONAL VALUE FUND,
A SERIES OF PRUDENTIAL WORLD FUND, INC.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
To Our Shareholders:
Notice is hereby given that Special Meetings of Shareholders (each, a Meeting) of each of the following funds:
• Jennison Global Growth Fund (Global Growth Fund), a series of Prudential World Fund, Inc. (World Fund), a Maryland corporation;
• Strategic Partners International Growth Fund (Growth Fund), a series of Strategic Partners Mutual Funds, Inc. (SP Mutual Funds), a Maryland corporation; and
• Strategic Partners International Value Fund (Value Fund), a series of World Fund, a Maryland corporation; and
will be held at Gateway Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey 07102, on Friday, November 10, 2006 at 5:00 p.m. Eastern time for Global Growth Fund, on Thursday November 30, 2006 at 5:00 p.m. Eastern time for Growth Fund, and on Thursday November 30, 2006 at 5:00 p.m. Eastern time for Value Fund, for the following purposes, as applicable:
1. For shareholders of Global Growth Fund, to approve or disapprove a Plan of Reorganization and the reorganization it contemplates, under which Global Growth Fund will transfer all of its assets to, and all of its liabilities will be assumed by, Dryden International Equity Fund (International Equity Fund), a series of World Fund. In connection with this proposed reorganization, each whole and fractional share of each class of Global Growth Fund shall be exchanged for whole and fractional shares of equal net asset value of the same class of International Equity Fund (except that Class B shares of Global Growth Fund shall be exchanged for whole and fractional shares of equal net asset value of Class F shares of International Equity Fund), outstanding shares of Global Growth Fund will be cancelled, and Global Growth Fund will be liquidated and terminated.
2. For shareholders of Growth Fund, to approve or disapprove a Plan of Reorganization and the reorganization it contemplates, under which Growth Fund will transfer all of its assets to, and all of its liabilities will be assumed by, International Equity Fund, a series of World Fund. In connection with this proposed reorganization, each whole and fractional share of each class of Growth Fund will be exchanged for whole and fractional shares of equal dollar value of the corresponding class of International Equity Fund, outstanding shares of Growth Fund will be cancelled, and Growth Fund will be liquidated and terminated.
3. For shareholders of Value Fund, to approve or disapprove a Plan of Reorganization and the reorganization it contemplates, under which Value Fund will transfer all of its assets to, and all of its liabilities will be assumed by, International Equity Fund. In connection with this proposed reorganization, each whole and fractional share of
each class of Value Fund will be exchanged for whole and fractional shares of equal dollar value of the corresponding class of International Equity Fund, outstanding shares of Value Fund will be cancelled, and Value Fund will be liquidated and terminated.
4. To transact such other business as may properly come before the relevant Meeting or any adjournments of the relevant Meeting.
There will be a separate Plan of Reorganization (the Plans) for each of the three reorganization transactions. Shareholder approval of any one reorganization transaction is not contingent upon, and will not affect, shareholder approval of any of the other two reorganization transactions. In addition, completion of any one reorganization transaction is not contingent upon, and will not affect, completion of any of the other two reorganization transactions.
The Board of Directors of World Fund, on behalf of Global Growth Fund and Value Fund, and the Board of Directors of SP Mutual Funds, on behalf of Growth Fund, have each fixed the close of business on September 1, 2006 as the record date for the determination of the shareholders of the relevant target fund entitled to notice of, and to vote at, the relevant Meeting and any adjournments of the relevant Meeting.
Deborah A. Docs
Secretary
Dated: September __, 2006
A proxy card is enclosed along with this combined joint Prospectus and Proxy Statement. Please vote your shares today by signing and returning the enclosed proxy card in the postage prepaid envelope provided. You may also vote by telephone or via the Internet as described in the enclosed materials. The Boards of Directors of World Fund and SP Mutual Funds recommend that you vote FOR the relevant proposal(s).
Your vote is important.
Please return your proxy card promptly
or vote by telephone or over the Internet.
Shareholders are invited to attend the relevant Meeting in person. Any shareholder who does not expect to attend the relevant Meeting is urged to complete the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. You may also vote by telephone or over the Internet as described in the materials provided to you. In order to avoid unnecessary expense, we ask for your cooperation in mailing your proxy card promptly, no matter how large or small your holdings may be.
INSTRUCTIONS FOR EXECUTING YOUR PROXY CARD
The following general rules for executing proxy cards may be of assistance to you and may help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears on the account registration shown on the proxy card.
2. JOINT ACCOUNTS: Both owners must sign and the signatures should conform exactly to the names shown on the account registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing. This can be shown either in the form of account registration or by the individual executing the proxy card. For example:
REGISTRATION | VALID SIGNATURE | ||||||||||||||
A. | 1. | XYZ Corporation | John Smith, President | ||||||||||||
2. | XYZ Corporation | John Smith, President | |||||||||||||
c/o John Smith, President | |||||||||||||||
B. | 1. | ABC Company Profit Sharing Plan | Jane Doe, Trustee | ||||||||||||
2. | Jones Family Trust | Charles Jones, Trustee | |||||||||||||
3. | Sarah Clark, Trustee | Sarah Clark, Trustee | |||||||||||||
(This page intentionally left blank.)
PROXY STATEMENT
for
JENNISON GLOBAL GROWTH FUND,
A SERIES OF PRUDENTIAL WORLD FUND, INC.
STRATEGIC PARTNERS INTERNATIONAL GROWTH FUND,
A SERIES OF STRATEGIC PARTNERS MUTUAL FUNDS, INC.
STRATEGIC PARTNERS INTERNATIONAL VALUE FUND,
A SERIES OF PRUDENTIAL WORLD FUND, INC.
and
PROSPECTUS
for
DRYDEN INTERNATIONAL EQUITY FUND,
A SERIES OF PRUDENTIAL WORLD FUND, INC.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
(973) 367-7521
Dated September __, 2006
Acquisition of the Assets of Jennison Global Growth Fund, Acquisition of the Assets of Strategic Partners International Growth Fund, and Acquisition of the Assets of the Strategic Partners International Value Fund
By and in exchange for shares of Dryden International Equity Fund
This combined joint Proxy Statement and Prospectus (Prospectus/Proxy Statement) is being furnished to the shareholders of each of the following funds:
• Jennison Global Growth Fund (Global Growth Fund), a series of Prudential World Fund, Inc. (World Fund), a Maryland corporation;
• Strategic Partners International Growth Fund (Growth Fund), a series of Strategic Partners Mutual Funds, Inc. (SP Mutual Funds), a Maryland corporation; and
• Strategic Partners International Value Fund (Value Fund and, together with Global Growth Fund and Growth Fund, the Target Funds), a series of World Fund, a Maryland corporation;
in connection with the solicitation of proxies by the Boards of Directors of World Fund and SP Mutual Funds for use at special meetings of shareholders of Global Growth Fund, Growth Fund, and Value Fund, as applicable, and at any adjournments or postponements thereof (each, a Meeting and collectively, the Meetings).
The Meetings will be held at Gateway Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey 07102 as follows: (i) on Friday, November 10, 2006 at 5:00 p.m. Eastern time for Global Growth Fund, (ii) on Thursday November 30, 2006 at 5:00 p.m. Eastern time for Growth Fund, and (iii) on Thursday November 30, 2006 at 5:00 p.m. Eastern time for Value Fund. This Prospectus/Proxy Statement will first be sent to shareholders on or about September __, 2006.
The purpose of each Meeting is for shareholders of the relevant Target Fund to vote on a Plan of Reorganization (each a Plan) under which the relevant Target Fund will transfer all of its assets to, and all of its liabilities will be assumed by, Dryden International Equity Fund (International Equity Fund, and together with the Target Funds, the Funds), a series of the World Fund, solely in exchange for shares of International Equity Fund, which will be distributed to shareholders of the relevant Target Fund, and the subsequent cancellation of shares of such Target Fund,
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and the liquidation and termination of such Target Fund (each, a Reorganization and collectively, the Reorganizations).
There will be a separate Plan for each of the three Reorganizations. Shareholder approval of one Reorganization is not contingent upon, and will not affect, shareholder approval of the other two Reorganizations. In addition, completion of one Reorganization is not contingent upon, and will not affect, completion of the other two Reorganizations.
If the Plan is approved in respect of Global Growth Fund, each whole and fractional share of each class of Global Growth Fund shall be exchanged for whole and fractional shares of equal dollar value of the equivalent class of International Equity Fund (except that the Class B shares of Global Growth Fund will be exchanged for Class F shares of International Equity Fund) subsequent to the relevant Meeting or any adjournment thereof. If the applicable Plan is approved in respect of Growth Fund or Value Fund, each whole and fractional share of each class of that Target Fund shall be exchanged for whole and fractional shares of equal dollar value of the equivalent class of International Equity Fund subsequent to the relevant Meeting or any adjournment thereof.
The primary investment objectives of the Funds are identical. Each Fund's primary investment objective is to seek long-term growth of capital. Global Growth Fund, however, has a secondary investment objective of seeking income. International Equity Fund, Growth Fund, and Value Fund do not have a secondary investment objective. The investment policies of the Funds are substantially similar. Each Fund invests primarily in equity-related securities, although the category of equity-related securities is somewhat different. International Equity Fund, Growth Fund, and Value Fund primarily invest in equity-related securities of foreign companies while Global Growth Fund primarily invests in equity-related securities of medium-size and large U.S. and foreign (non-U.S. based) companies. The Funds also pursue somewhat different investment styles. Each of Global Growth Fund and Growth Fund pursues a "growth" investing style, Value Fund pursues a "value " investing style, and International Equity Fund pursues a "core" investing style (i.e., a style with growth and value characteristics). If the shareholders of a Target Fund approve the Plan, such shareholders will become shareholders of International Equity Fund.
This Prospectus/Proxy Statement sets forth concisely the information about the proposed Plan and the issuance of shares of International Equity Fund that you should know before voting. You should retain it for future reference. Additional information about International Equity Fund has been filed with the Securities and Exchange Commission (SEC) and can be found in the following documents:
• The prospectus for International Equity Fund, dated December 30, 2005, which is enclosed and incorporated by reference into this Prospectus/Proxy Statement;
• The Statement of Additional Information (SAI) for International Equity Fund, dated December 30, 2005, which is incorporated by reference into this Prospectus/Proxy Statement.
• An SAI, dated September __, 2006, relating to this Prospectus/Proxy Statement, which is incorporated by reference into this Prospectus/Proxy Statement.
• The Annual Report to Shareholders of International Equity Fund for the fiscal year ended October 31, 2005, which is enclosed and incorporated by reference into this Prospectus/Proxy Statement.
• The Semi-Annual Report to Shareholders of International Equity Fund for the fiscal period ended April 30, 2006, which is enclosed and is incorporated by reference into this Prospectus/Proxy Statement.
You may request a free copy of these documents by calling 1-800-225-1852 or by writing to World Fund at the above address.
The SEC has not approved or disapproved these securities or passed upon the adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not insured by the Federal Deposit Insurance Corporation or any other U.S. government agency. Mutual fund shares involve investment risks, including the possible loss of principal.
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SUMMARY
The following is a summary of certain information contained elsewhere in this Prospectus/Proxy Statement, including the Plans. You should read the more complete information in the rest of this Prospectus/Proxy Statement, including the form of the Plans (attached as Exhibit A), the Prospectus for International Equity Fund (enclosed as Exhibit B), and the SAI relating to this Prospectus/Proxy Statement. This Prospectus/Proxy Statement is qualified in its entirety by reference to these documents. You should read these materials for more complete information.
The Proposals
Shareholders of each Target Fund are being asked to consider and approve the respective Plan that will have the effect of combining their respective Target Fund and International Equity Fund into a single mutual fund. Each of Global Growth Fund and Value Fund is a series of World Fund, an open-end investment company that is organized as a Maryland corporation. Growth Fund is a series of SP Mutual Funds, an open-end investment company that is organized as a Maryland corporation.
If the Reorganization with respect to a Target Fund receives the required shareholder approval and is completed, the assets of that Target Fund will be transferred to, and all of the liabilities of that Target Fund will be assumed by, International Equity Fund in exchange for an equal value of shares of International Equity Fund. Shareholders of that Target Fund will have their class of shares exchanged for the same class of shares of International Equity Fund of equal dollar value (except that Class B shares of Global Growth Fund shall be exchanged for whole and fractional shares of equal net asset value of Class F shares of International Equity Fund) based upon the value of the shares at the time that Target Fund's assets are transferred to International Equity Fund. After the transfer of assets, assumption of liabilities, and exchange of shares have been completed, the Target Fund will be liquidated and terminated and you will cease to be a shareholder of that Target Fund and will become a shareholder of International Equity Fund.
There will be a separate Plan for each of the three Reorganizations. Shareholder approval of any one Reorganization is not contingent upon, and will not affect, shareholder approval of the other two Reorganizations. In addition, completion of any one Reorganization is not contingent upon, and will not affect, the completion of any of the other two Reorganizations.
For the reasons set forth, the Boards of Directors of World Fund and SP Mutual Funds, as applicable, have determined that the Reorganizations are in the best interests of the shareholders of the Target Funds, as applicable, and have also concluded that shareholders of the Target Funds would not be subject to any dilution in value as a result of the consummation of the Reorganizations:
• The Funds have identical primary investment objectives (although Global Growth Fund has a secondary investment objective to seek income);
• The Funds have substantially similar investment policies and restrictions;
• Shareholders of the Target Funds are generally expected to realize a reduction in net and gross operating expenses as result of the consummation of one or more of the Reorganizations;
• International Equity Fund generally has outperformed Global Growth Fund, Growth Fund, and Value Fund over recent periods;
• International Equity Fund's international core strategy, as opposed to the more targeted growth and value international strategies of Growth Fund or Value Fund and the global growth strategy of Global Growth Fund, appears to be more likely to attract and maintain an economically viable asset level after the consummation of one or more of the Reorganizations. Thus, the relevant Boards determined that Global Growth Fund, Growth Fund, and Value Fund are not expected in the future to achieve satisfactory asset growth, whereas International Equity Fund is expected to achieve satisfactory asset growth; and
• Shareholders of each Fund could benefit from long-term economies of scale that may result from consummation of one or more of the Reorganizations.
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See the section entitled "Reasons for the Reorganizations" for a more detailed discussion.
The Board of Directors of World Fund, on behalf of Global Growth Fund, Value Fund, and International Equity Fund, and the Board of Directors of SP Mutual Funds, on behalf of Growth Fund, have approved the respective Plans and unanimously recommend that you vote to approve your Target Fund's Plan.
Shareholder Voting
Shareholders who own shares of a Target Fund as of the close of business on September 1, 2006 (the Record Date) will be entitled to vote at the relevant Meeting, and will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold of that Target Fund. Shareholder approval of each Plan with respect to a Target Fund requires the affirmative vote of the holders of a "majority of the outstanding voting securities" of the relevant Target Fund as defined under the Investment Company Act of 1940 Act (the 1940 Act). A majority of the outstanding voting securities for these purposes means the lesser of: (i) 67% or more of the voting shares of a Target Fund represented at a meeting at which more than 50% of the outstanding voting shares of the Target Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding voting shares of a Target Fund.
Please vote your shares as soon as you receive this Prospectus/Proxy Statement. You may vote by completing and signing the enclosed ballot (proxy card) or over the Internet or by phone. If you vote by any of these methods, your votes will be officially cast at the relevant Meeting by persons appointed as proxies. If you own shares in more than one Target Fund or in multiple accounts, you will receive multiple proxy cards. Each proxy card must be voted for all of your shares to be voted.
You can revoke or change your voting instructions at any time until the vote is taken at the relevant Meeting. For more details about shareholder voting, see the "Voting Information" section of this Prospectus/Proxy Statement.
COMPARISON OF IMPORTANT FEATURES
Investment Objectives and Principal Investment Policies of the Funds
This section describes the investment objectives and principal investment policies of the Funds and the material differences between the Funds. For a complete description of the principal investment policies and risks for International Equity Fund, you should read the Prospectus for International Equity Fund (enclosed as Exhibit B) and the SAI for International Equity Fund, each dated December 30, 2005 and incorporated by reference into this Prospectus/Proxy Statement.
The primary investment objectives of the Funds are identical. Each Fund's primary investment objective is to seek long-term growth of capital. Global Growth Fund, however, has a secondary investment objective of seeking income. International Equity Fund, Growth Fund, and Value Fund do not have a secondary investment objective. The investment objectives of Global Growth Fund, Value Fund, and International Equity Fund are fundamental policies that cannot be changed by the relevant Board of Directors without shareholder approval. The investment objective of Growth Fund is a non-fundamental policy that may be changed by the relevant Board of Directors without shareholder approval. No assurance can be given that the Funds will achieve their investment objectives.
The investment policies of the Funds are substantially similar. Each Fund pursues its investment objective through various investment strategies that are employed by that Fund's respective subadviser(s) as follows:
General. Global Growth Fund normally invests primarily in equity-related securities of U.S. and foreign companies. For this purpose, a company is considered to be a foreign company if it satisfies at least one of the following criteria: (i) its securities are traded principally on stock exchanges in one or more foreign countries; (ii) it derives 50% or more of its total revenue from goods produced, sales made or services performed in one or more foreign countries; (iii) it maintains 50% or more of its assets in one or more foreign countries; (iv) it is organized under the laws of a foreign country; or (v) its principal executive office is located in a foreign country. While Global Growth Fund may invest in companies of any size, the Fund has, in the past, invested primarily in medium-size and
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large companies, which means companies with a market capitalization of $1 billion or more (market capitalization is the price per share times the number of outstanding shares) at the time of purchase. Growth Fund has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in equity securities of issuers that are economically tied to countries other than the United States. Growth Fund will provide 60 days' prior written notice to shareholders of a change in this non-fundamental policy. Growth Fund has the flexibility to invest on a worldwide basis in companies and organizations of any size, regardless of country of organization or place of principal business activity. Value Fund normally invests primarily in the common stock and preferred stock of foreign (non-U.S. based) companies of all sizes. The determination of whether a company is a non-U.S. company is subject to the same criteria listed a bove for Global Growth Fund. Under normal circumstances, International Equity Fund invests at least 80% of the Fund's investable assets (net assets plus borrowings made for investment purposes) in common stock and preferred stock of foreign companies. The determination of whether a company is a foreign company is subject to the same criteria listed above for Global Growth Fund. The Fund will provide 60 days' prior written notice to shareholders of a change in this non-fundamental policy.
Investment Style. Each Fund emphasizes a different investment style. Global Growth Fund and Growth Fund utilize a growth investment style. Global Growth Fund's subadviser, Jennison Associates LLC (Jennison), looks for companies that are believed to be undervalued and/or will grow faster - and earn better profits - than other companies. Jennison also looks for companies with strong competitive advantages, effective research and product development, strong management and financial strength. Jennison considers selling a security when the conditions for growth are no longer present or begin to change, the price of the security reaches the level that was expected, or when the security falls short of Jennison's expectations. Growth Fund invests primarily in companies selected for their growth potential. Growth Fund's subadviser, William Blair & Company, LLC (Willia m Blair), generally takes a "bottom up" approach to choosing investments for Growth Fund. In other words, William Blair seeks to identify individual companies with earnings growth potential that may not be recognized by the market at large, regardless of where the companies are organized or where they primarily conduct business. Although trends may emerge in Growth Fund's choice of instruments, securities are generally selected without regard to any defined allocation among countries, geographic regions or industry sectors, or other similar selection procedure. On the other hand, Value Fund's two subadvisers, LSV Asset Management (LSV) and Thornburg Investment Management (Thornburg) follow the value style of investing. LSV and Thornburg follow different strategies in selecting securities for investment. LSV utilizes a deep value investment style. LSV uses proprietary investment models to manage its portion of Value Fund in a bottom-up security selection approach combined with overall portfolio risk managemen t. The primary components of the investment models are: 1) indicators of fundamental undervaluation, such as high dividend yield, low price-to-cash flow ratio or low price-to-earnings ratio, 2) indicators of past negative market sentiment, such as poor past stock price performance, 3) indicators of recent momentum, such as high recent stock price performance, and 4) control of incremental risk relative to the benchmark index. All such indicators are measured relative to the overall universe of non-US, developed market equities. This investment strategy can be described as a "contrarian value" approach. The objective of LSV's strategy is to outperform the unhedged U.S. Dollar total return (net of foreign dividend withholding taxes) of the MSCI EAFE Index. Thornburg utilizes a relative value investment style. Thornburg uses a bottom-up investment process that looks to identify promising companies selling at a discount to their intrinsic value. International Equity Fund's subadviser, Quantitative Management Ass ociates LLC (QMA), utilizes a core equity investment style. QMA manages a portfolio that includes both growth and value stocks and seeks to outperform the general international equity market. Under QMA's core equity style of investing, the selection of securities for International Equity Fund's portfolio will utilize a combination of active stock selection and risk management based on a number of different factors and criteria, including growth potential, valuation, liquidity and investment risk.
Geographic Focus. The Funds differ somewhat as to their degree of geographic concentration. Global Growth Fund intends to have investments in at least four developed countries, including the United States. Global Growth Fund may purchase securities traded in stock markets and invest in countries around the world, including countries in the Pacific Basin (like Japan and Australia), Western Europe (like the United Kingdom and Germany) and North America (like the United States and Canada). Growth Fund normally invests primarily in securities of issuers from at least five different countries, excluding the United States. Although Growth Fund intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times
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invest all of its assets in fewer than five countries or even a single country. Under normal conditions, Value Fund intends to invest at least 65% of its total assets in the common stock and preferred stock of non-U.S. companies in at least three foreign countries, without limit as to the amount of Value Fund assets that may be invested in any single country. Value Fund and International Equity Fund may invest anywhere in the world, including North America, Western Europe, the United Kingdom and the Pacific Basin, but generally not the United States. However, under unusual market conditions, on a temporary basis, Value Fund may invest up to 100% of its total assets in the stock and other equity-related securities of U.S. companies. Thus, Value Fund may not be able to achieve its investment objective for that period.
Equity Securities. The types of equity securities in which the Funds may invest are substantially similar. The principal type of equity-related securities in which the Funds invest are common stocks and preferred stocks. The Funds also may invest in other equity-related securities that include, but are not limited to, rights that can be exercised to obtain stock, warrants and debt securities or preferred stock convertible into or exchangeable for common or preferred stock and master limited partnerships. The Funds may also invest in American Depositary Receipts (ADRs). ADRs are certificates that represent an equity investment in a foreign company or some other foreign issuer. ADRs are usually issued by a U.S. bank or trust company and are valued in U.S. dollars. Certain ADR programs are established without the participation of the foreign issuer and, as a result, there may be less information available about the foreign issuer. Each Fund considers ADRs to be equity-related securities.
Diversification. Each Fund is a diversified management investment company. See "Comparison of Other Investment Policies – Diversification" and "Investment Restrictions" below.
Distributions. The Funds typically distribute annually all or substantially all of their ordinary income and net realized capital gains.
After the Reorganization(s). After one or more of the Reorganizations are completed, it is expected that the combined, surviving fund will be managed according to the investment objective and policies of International Equity Fund.
Comparison of Other Investment Policies
Diversification
Each Fund is a "diversified" investment company under the 1940 Act. As a diversified investment company, with respect to 75% of their assets, a Fund cannot invest more than 5% of its assets in the securities of any one issuer (except U.S. Government obligations) or cannot hold more than 10% of the outstanding voting securities of any one issuer.
Money Market Instruments, Bonds and Other Fixed Income Obligations
Money market instruments and bonds are known as fixed-income securities because issuers of these securities are obligated to pay interest and principal. Typically, fixed-income securities don't increase or decrease in value in relation to an issuer's financial condition or business prospects as stocks may, although their value does fluctuate inversely to changes in interest rates generally and directly in relation to their perceived credit quality. Corporations and governments issue money market instruments and bonds to raise money. Each Fund may buy obligations of companies, foreign countries or the U.S. Government. Money market instruments include the commercial paper and short-term obligations of foreign and domestic corporations, banks, governments and their agencies. Generally, the Funds will purchase only "investment-grade" commercial paper and bonds. This means the commercial paper and bonds have received one of the four highest quali ty ratings determined by Moody's Investors Service, Inc. (Moody's), or Standard & Poor's Ratings Services (S&P), or one of the other nationally recognized statistical rating organizations (NRSROs). Obligations rated in the fourth category (Baa for Moody's or BBB for S&P) have speculative characteristics and are subject to a greater risk of loss of principal and interest. On occasion, the Funds may buy instruments that are not rated, but that are of comparable quality to the investment-grade bonds described above. Global Growth Fund may invest up to 35% of its total assets in investment grade bonds. Growth Fund may invest to a lesser degree in debt securities, including bonds rated below investment grade by the primary rating agencies ("junk" bonds), mortgage and asset-backed securities and zero coupon, pay-in-kind and step coupon securities (securities that do not, or may not under certain circumstances,
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make regular payments). Value Fund may invest up to 35% of its total assets in investment grade bonds and up to 5% of its assets in lower-rated instruments that are more speculative than investment-grade instruments, including high-yield or junk bonds. International Equity Fund only may invest up to 20% of its investable assets in investment grade bonds, although the Fund usually invests less than 5% of its total assets in fixed-income obligations.
Temporary Defensive Investments
Although the Funds do not expect to do so ordinarily, they may invest up to 100% of their respective assets in investments such as money market instruments or U.S. Government securities in response to adverse market, economic, or political conditions. While a Fund is in a defensive position, the opportunity to achieve its investment objective will be limited.
Derivative Strategies
Each Fund may use alternative investment strategies - including derivatives - to manage cash flows, improve liquidity, reduce risk or improve its returns. Each Fund may also use hedging techniques to try to protect its assets. Derivatives - such as futures, options, foreign currency forward contracts, options on futures and swaps - involve costs and can be volatile. With derivatives, the relevant subadviser tries to predict whether the underlying investment - a security, market index, currency, interest rate or some other asset, rate or index - will go up or down at some future date. Each Fund may use derivatives to try to improve liquidity, reduce risk or to increase return, taking into account the Fund's overall investment objective. The relevant subadviser will consider other factors (such as cost) in deciding whether to employ any particular strategy or use any particular instrument. Any derivatives a Fund may use may not match or corres pond exactly with its actual portfolio holdings. In particular, this will be the case when a Fund uses derivatives for return enhancement. Derivatives that involve leverage could magnify losses. The Funds cannot guarantee these derivative strategies will work, that the instruments necessary to implement these strategies will be available or that the Funds will not lose money. International Equity Fund may invest up to 20% of its investable assets in such derivatives, although the Fund usually invests less than 10% of its total assets in such derivative strategies. The percentage of assets invested in derivative instruments by Global Growth Fund, Growth Fund, and Value Fund generally varies.
Illiquid Securities
The Funds may invest up to 15% of their respective net assets in illiquid securities, including restricted securities with legal or contractual restrictions, those without a readily available market and repurchase agreements with maturities longer than seven days. The Funds may be unable to dispose of such holdings quickly or at prices that represent true market value. Certain derivative instruments held by the Funds may also be considered illiquid.
Borrowing and Pledging Assets
Global Growth Fund and Value Fund may borrow an amount equal to no more than 20% of the value of their respective total assets to take advantage of investment opportunities, for temporary, extraordinary, or emergency purposes or for the clearance of transactions and may pledge up to 20% of the value of their respective total assets to secure such borrowings. Growth Fund and International Equity Fund may borrow an amount equal to no more than 33 1/3% of the value of their respective total assets to take advantage of investment opportunities, for temporary, extraordinary, or emergency purposes or for the clearance of transactions and may pledge up to 33 1/3% of the value of their respective total assets to secure such borrowings. A Fund will only borrow when there is an expectation that it will benefit after taking into account considerations such as interest income and possible losses upon liquidation. Borrowing by a Fund creates an opportuni ty for increased net income but, at the same time, creates risks, including the fact that leverage may exaggerate rate changes in the net asset value of such Fund's shares and in the yield of the Fund. None of the Funds intends to borrow more than 5% of its total assets for investment purposes.
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Lending of Portfolio Securities
Consistent with the applicable regulatory requirements, each Fund may lend its portfolio securities to brokers, dealers and financial institutions, if outstanding loans do not exceed 33 1/3% of the value of such Fund's assets and the loans are callable at any time by the Fund.
Emerging Markets
Each Fund may invest in emerging market securities. Up to 65% of Global Growth Fund's total assets may be invested in one country on a temporary basis. Up to 30% of International Equity Fund's total assets may be invested in emerging markets securities.
Portfolio Turnover
As a result of the investment policies described above, the Funds may engage in a substantial number of portfolio transactions. The following chart describes the Funds portfolio turnover rates:
Fund | October 31, 2005 Turnover Rate | October 31, 2004 Turnover Rate | |||||||||
Global Growth Fund | 57 | % | 125 | % | |||||||
Growth Fund | 89 | % | 87 | % | |||||||
Value Fund | 121 | % | 24 | % | |||||||
International Equity Fund | 41 | % | 100 | % |
Investment Restrictions
Each Fund has adopted fundamental investment restrictions, which limit its ability to: (i) issue senior securities; (ii) borrow money (except for non-leveraging, temporary or emergency purposes); (iii) underwrite securities; (iv) purchase or sell real estate; (v) purchase or sell physical commodities; and (vi) make loans (except for certain securities lending transactions). Each Fund also has adopted a fundamental policy that it may not purchase any security if as a result 25% or more of the Fund's 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. In addition, the Funds have adopted fundamental investment restrictions to diversify their respective investments. Accordingly, the Funds are di versified funds under the 1940 Act. This means that they may not, with respect to 75% of the value of their respective total assets, purchase a security of any issuer (other than U.S. Government securities) or securities of other investment companies) if, as a result (i) more than 5% of the value of the Fund's total assets would be invested in the securities of such issuer, or (ii) more than 10% of the outstanding voting securities of such issuer would be held by the Fund. Under the 1940 Act, a Fund may not change a fundamental investment restriction without the prior approval of the holders of a majority of the Fund's outstanding voting securities. For these purposes, a "majority of the outstanding voting securities" of a Fund means the lesser of: (i) 67% or more of the voting shares of a Fund represented at a meeting at which more than 50% of the outstanding voting shares of the Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding voting shares of a Fund.
Although not fundamental, Global Growth Fund, Value Fund, and International Equity Fund have the following non-fundamental investment restrictions. Each such Fund may not: (1) make investments for the purpose of exercising control or management and (2) invest in securities of other investment companies, except that (a) subject to certain restrictions, the relevant Fund may purchase securities of other investment companies in the open market involving customary brokerage commissions and (b) pursuant to a Commission exemptive order, the relevant Fund may invest up to 25% of its net assets in shares of an affiliated mutual fund, subject to the 1940 Act Laws, Interpretations and Exemptions. In addition, Global Growth Fund may not purchase warrants if as a result Global Growth Fund would then have more than 5% of its total assets (taken at current value) invested in warrants. In addition, notwithstanding anything to the contrary, Global Growth Fu nd and International Equity Fund may not: acquire securities of other investment companies or registered unit investment trusts in reliance on subparagraph
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(F) or (G) of Section 12 (d)(1) of the 1940 Act so long as it is a fund in which one or more of the JennisonDryden Allocation Funds (which are series of Prudential Investment Portfolios, Inc., Registration Nos. 33-61997, 811-7343) may invest. Finally, International Equity Fund will not change its non-fundamental investment policy to invest at least 80% of its investable assets (net assets plus borrowings made for investment purposes) in common stock and preferred stock of foreign companies unless it provides 60 days prior written notice to its shareholders. Although not fundamental, Growth Fund has the following non-fundamental investment restrictions. Growth Fund: (1) will not change its policy to invest at least 80% of the value of its assets in securities of issuers that are economically tied to countries other than the United States unless it provides 60 days prior written notice to its shareholders, (2) will not (i) enter into any futur es contracts and related options for purposes other than bona fide hedging transactions within the meaning of CFTC regulations if the aggregate initial margin and premiums required to establish positions in futures contracts and related options that do not fall within the definition of bona fide hedging transactions will exceed 5% of the fair market value of Growth Fund's net assets, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; and (ii) enter into any futures contracts if the aggregate amount of Growth Fund's commitments under outstanding futures contracts positions would exceed the market value of its total assets, (3) Growth Fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short without the payment of any additional consideration therefor, and provided that transactions in futures, options, swaps and forward contracts are not deem ed to constitute selling securities short, (4) does not currently intend to purchase securities on margin, except that Growth Fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions in futures, options, swaps and forward contracts shall not be deemed to constitute purchasing securities on margin, (5) does not currently intend to purchase securities of other investment companies, except in compliance with the 1940 Act or the conditions of any order of exemption from the SEC regarding the purchase of securities of money market funds managed by the relevant subadviser or its affiliates, (6) may not mortgage or pledge any securities owned or held by Growth Fund in amounts that exceed, in the aggregate, 15% of Growth Fund's net asset value, provided that this limitation does not apply to reverse repurchase agreements, deposits of assets to margin, guarantee positions in futures, options, swaps or forward contracts, or the segregation of assets in connection with such contracts, (7) does not currently intend to purchase any security or enter into a repurchase agreement if, as a result, more than 15% of its net assets would be invested in repurchase agreements not entitling the holder to payment of principal and interest within seven days and in securities that are illiquid by virtue of legal or contractual restrictions on resale or the absence of a readily available market, and (8) may not invest in companies for the purpose of exercising control of management.
Risks of Investing in the Funds
As set forth below, the principal investment risks associated with an investment in a Target Fund are substantially similar to the principal investment risks associated with an investment in International Equity Fund.
General Equity Risk. Like all investments, an investment in any of the Funds involves risk. An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. No assurance can be given that the Funds will meet their respective investment objectives. Because each Fund invests primarily in common stock and preferred stock, there is the risk that the value of a particular security purchased by a Fund could go down and you could lose money.
Market Risk and Foreign Securities Risk. In addition to an individual stock losing value, the value of equity markets could go down. Investing in foreign securities subjects the Funds to additional risks. Foreign markets, economies, and political systems may not be as stable as those in the U.S. and may involve additional risk. Foreign markets tend to be more volatile than U.S. markets and generally are not subject to regulatory requirements comparable to those in the U.S. Additionally, adverse changes in the value of foreign currencies can cause losses. Foreign securities may also be less liquid than U.S. stocks and bonds. Also, differences in foreign laws, accounting standards, public information, custody and settlement practices may result in less reliable information. Finally, because each Fund may invest a large portion of its assets in a few countries or reg ion of the world, each Fund's
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investments can be geographically concentrated. This can result in more pronounced risks based upon economic conditions that impact a single country or region more or less than other countries or regions.
Emerging Markets. The risks of investing in foreign securities are heightened for emerging markets securities. Moreover, emerging markets securities present additional risks that should be considered carefully by an investor in any Fund. Investing in emerging markets securities involves exposure to economies that are less diverse and mature, and political and legal systems that are less stable, than those of developed markets. In addition, investment decisions by international investors particularly with concurrent buying or selling programs, have a greater effect on securities prices and currency values than in more developed markets. As a result, emerging markets securities have historically been, and may continue to be, subject to greater volatility and share price declines than securities issued by U.S. corporations or companies in other markets that are consi dered developed. Many emerging markets have also experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative impact on securities prices.
Investing Style Risk — The Funds follow different investment styles. Each of Global Growth Fund and Growth Fund pursues a "growth" investing style, Value Fund pursues a "value" investing style, and International Equity Fund pursues a "core" investing style (i.e., a style with growth and value characteristics). Historically, growth, value, and core investments have performed best during different stages of economic and market expansions. Therefore, each of these investing styles may go in and out of favor over time. At times when one of these investing styles is out of favor, a Fund may underperform other equity funds that use different investing styles.
Fixed-Income Obligations. To the extent the Funds invest in fixed-income obligations, the investments are subject to credit risk, market risk with respect to the value of the investment, interest rate risk, and call and redemption risk. Credit risk is the risk that the relevant issuer may be unable to make principal and interest payments when they are due. Market risk is the risk that these securities may lose value because there is a lack of confidence in the issuer or in the bond's insurer. Interest rate risk is the risk that prices of fixed-income obligations generally increase when interest rates decline and decrease when interest rates increase. Stated otherwise, bond prices and the net asset value per share (NAV) for each Fund generally move in the opposite direction from interest rates. Prices of longer-term securities generally change more (i.e., decline) in response to interest rate changes than prices of shorter-term securities. The Fund may lose money if short-term or long-term interest rates rise sharply or otherwise change in a manner not anticipated by Fund management. Each Fund also faces call and redemption risk. A bond's issuer may call a bond for redemption before it matures. If this happens to a bond a Fund holds, the Fund may lose income and may have to invest the proceeds in bonds with lower yields.
Derivatives. The Funds may use investment strategies, such as derivative investing, that involve risk. The Funds use these risk management techniques to try to preserve assets or enhance return. Derivatives may not fully offset the underlying positions and this could result in losses to the Funds that would not otherwise have occurred. Derivatives can increase share price volatility and those that involve leverage could magnify losses.
Federal Income Tax Considerations
Each Fund is treated as a separate entity for federal income tax purposes. Each Fund has qualified and elected to be treated as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), and intends to continue to so qualify in the future. As a regulated investment company, a Fund must, among other things, (a) derive at least 90% of its gross income from dividends, interest, payments with respect to certain loans of stock and securities, gains from the sale or other disposition of stock, securities or foreign currency and other income (including but not limited to gains from options, futures, and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currency; and (b) diversify its holdings so that, at the end of each quarter of its taxable year, (i) at least 50% of the value of the Fund's total assets is represented by cash, cash items, U.S. Government securities, securities of other regulated investment companies, and other securities limited, in respect of any one issuer, to an amount not greater than 5% of the Fund's total assets, and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities of any one issuer (other than U.S. Government securities or securities of other regulated investment companies) or two or more issuers that
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are controlled by the Fund and are determined, pursuant to Department of Treasury regulations, to be in the same, similar or related trades or businesses. As a regulated investment company, a Fund (as opposed to its shareholders) will not be subject to federal income taxes on the net investment income and capital gain that it distributes to its shareholders, provided that at least 90% of its net investment income and realized net short-term capital gain in excess of net long-term capital loss for the taxable year is distributed in accordance with the Code's distribution requirements.
The Reorganizations may lead to various tax consequences, which are discussed under the caption "Tax Consequences of the Reorganizations."
Form of Organization
Each of Global Growth Fund, Value Fund, and International Equity is a series of World Fund, which is an open-end management investment company, organized as a Maryland corporation. World Fund is authorized to issue 1.5 billion shares of capital stock, par value $0.01 per share, which is currently divided into three series. Each series is divided into four classes, Class A, Class B, Class C and Class Z. Growth Fund is a series of SP Mutual Funds, which is an open-end management investment company, organized as a Maryland corporation. SP Mutual Funds is authorized to issue 5.5 billion shares of capital stock, par value $0.001 per share, 150,000,000 of which are designated as shares of Growth Fund, which are each further divided into Class A, Class B, Class C, Class L, Class M, Class X and New Class X shares. The rights and terms of Class X and New Class X shares are almost identical, so for ease of reference, SP Mutual Funds sometimes provides combined expenses, capitalization, financial and other information for "New Class X" and "Class X" and refers to all such shares as "Class X." The principal difference between outstanding shares of the two classes is that Class X shares issued prior to August 17, 1998 are subject to automatic conversion to Class A approximately 8 years after purchase, while New Class X shares, meaning Class X shares issued on or after August 17, 1998, are subject to automatic conversion to Class A shares approximately 10 years after purchase. You should be aware that if you hold shares referred to as "Class X," your conversion rights are determined by the date you purchased your shares.
If the Reorganization is approved with respect to Global Growth Fund, International Equity Fund will authorize and issue one additional class of shares to be designated "Class F" that will have distribution and redemption fees equivalent to the current Class B shares of Global Growth Fund. The rights and terms of Class B shares of International Equity Fund and the Class F shares to be offered by International Equity Fund are almost identical, so for ease of reference the Company sometimes provides combined capitalization, financial and other information for the "Class B" and the "Class F" and herein refers to all such shares as "Class B," unless noted otherwise. The principal differences between the classes is that the Class B shares of International Equity Fund have a higher 12b-1 fee than the Class F shares of International Equity Fund and that holders of Class B shares in other funds in the mutual fund complex may exchange into the Class B shares of International Equity Fund, while such shareholders may not exchange into the Class F shares (although the holders of Class F shares may exchange into Class B shares of another fund in the mutual fund complex). If the Reorganization relating to Growth Fund is approved, International Equity Fund will authorize and issue four additional classes of shares that will be equivalent to Class L, Class M, Class X and New Class X shares of Growth Fund.
Management of the Funds
American Skandia Investment Services, Inc. (ASISI), One Corporate Drive, Shelton, Connecticut, and Prudential Investments LLC (PI), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey, serve as co-managers of Growth Fund pursuant to an investment management agreement with SP Mutual Funds, on behalf of Growth Fund (the SP Mutual Funds Management Agreement). PI serves as manager of each of Global Growth Fund, Value Fund, and International Equity Fund pursuant to an investment management agreement with World Fund, on behalf of each of Global Growth Fund, Value Fund, and International Equity Fund (the World Fund Management Agreement and, together with the SP Mutual Funds Management Agreement, the Management Agreements). As of June 30, 2006, PI served as the investment manager or co-manager to all of the Prudential Financial, Inc. U.S. and offshore open-end investment companies, and as administrator to closed-end investment companies, w ith aggregate assets of approximately $____ billion. As of June 30, 2006, ASISI served as the co-manager to certain of the
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Prudential Financial, Inc. U.S. open-end investment companies. For ease of reference, the term "Manager" is used from time to time to refer to PI as it relates to Global Growth Fund, Value Fund, and International Equity Fund and to PI and ASISI jointly as it relates to Growth Fund.
Pursuant to the Management Agreements, the Manager administers each Fund's business affairs and supervises each Fund's investments. Subject to approval by the relevant Board of Directors, the Manager may select and employ one or more subadvisers for each Fund, who will have primary responsibility for determining what investments the Fund will purchase, retain and sell. In evaluating a prospective subadviser, the Manager considers many factors, including the firm's experience, investment philosophy and historical performance. PI is also responsible for monitoring the performance of and supervising the Funds' subadvisers. Under the SP Mutual Funds Management Agreement, PI (as co-manager) will provide supervision and oversight of ASISI's investment management responsibilities with respect to SP Mutual Funds, including Growth Fund.
The Manager and the Funds operate under an exemptive order (the Order) from the SEC that generally permits the Manager to enter into or amend agreements with subadvisers without obtaining shareholder approval each time. This authority is subject to certain conditions, including the requirement that the Board must approve any new or amended agreements with a subadviser. Shareholders of a Fund still have the right to terminate these agreements at any time by a vote of the majority of outstanding shares of that Fund. Each Fund will notify shareholders of any new subadvisers or material amendments to subadvisory agreements pursuant to the Order.
The Manager currently engages the subadvisers listed below to manage the investments of the Funds in accordance with that Fund's investment objective, policies and limitations and any investment guidelines established by the Manager. Each subadviser is responsible, subject to the supervision and control of the Manager, for the purchase, retention and sale of securities in a Fund's investment portfolio under its management.
Jennison Associates LLC (Jennison), 466 Lexington Avenue, New York, NY 10017, is the investment subadviser to Global Growth Fund since March 28, 2001. As of March 31, 2006, Jennison had managed in excess of $75 billion in assets. Jennison has served as an investment adviser since 1969 and has advised investment companies since 1990.
Daniel J. Duane, CFA, is the portfolio manager for Global Growth Fund. Mr. Duane has final authority over all aspects of such Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction, risk assessment, and management of cash flows.
Mr. Daniel J. Duane is a Managing Director of Jennison, which he joined in October 2000. Prior to joining Jennison, he was a Managing Director within Prudential's Public Equity Unit. Previously, Mr. Duane was in charge of all global equity investments at First Investors Asset Management, managed a portion of TIAA-CREF's global portfolio and was a research analyst at Value Line. He earned a dual A.B. from Boston College, a Ph.D. from Yale University and an M.B.A. from New York University. Mr. Duane also was a Fulbright Scholar at the University of Tubingen in Germany. He has managed or co-managed Global Growth Fund since 1991.
The portfolio manager for Global Growth Fund is supported by other Jennison portfolio managers, research analysts and investment professionals. Jennison typically follows a team approach in providing such support to the portfolio managers. The teams are generally organized along product strategies (e.g., large cap growth, large cap value) and meet regularly to review the portfolio holdings and discuss security purchase and sales activity of all accounts in the particular product strategy. Team members provide research support, make securities recommendations and support the portfolio manager in all activities. Members of the team may change from time to time.
William Blair & Company, L.L.C. ("William Blair"), located at 222 West Adams Street, Chicago, Illinois 60606, serves as subadviser to Growth Fund. Since its founding in 1935, the firm has been dedicated to researching, financing and investing in high quality growth companies through four primary divisions: investment banking, sales and trading, asset management and private capital.
The portfolio manager responsible for the day-today management of the Growth Fund is W. George Greig. Mr. Greig is a principal of William Blair and joined the firm in 1996 as an international portfolio manager and has managed the Fund since William Blair became its sub-advisor in November 2002.
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LSV Asset Management (LSV) and Thornburg Investment Management, Inc. (Thornburg) are the subadvisers to Value Fund, and have served as such since December 14, 2004. Prior to December 14, 2004, the subadviser to Value Fund was Bank of Ireland Asset Management (U.S.) Limited. PI has responsibility for all investment advisory services, supervises LSV and Thornburg and pays LSV and Thornburg for their services.
LSV was formed in 1994, and is a quantitative value equity manager providing active asset management for institutional clients through the application of proprietary models. As of September 30, 2005, LSV had approximately $46.7 billion in assets under management. LSV's address is One North Wacker Drive, Suite 4000, Chicago, Illinois 60606.
Thornburg is an independent, employee-owned investment management firm located in Santa Fe, New Mexico. The firm was founded in 1982 and began providing investment management services to clients in 1984. Thornburg uses a fundamental, bottom-up approach to investing which centers on the intrinsic value of each investment. Thornburg advises the Thornburg family of mutual funds and manages separate portfolios for select individuals and institutions. As of September 30, 2005, Thornburg had approximately $16.15 billion in assets under management. Thornburg's address is 119 East Marcy Street, Santa Fe, New Mexico 87501.
Josef Lakonishok, Robert Vishny, Menno Vermuelen, CFA and Puneet Mansharamani serve as co-portfolio managers for the segment of Value Fund advised by LSV. Mr. Lakonishok has served as CEO, Partner and Portfolio Manager for LSV since its founding in 1994. He has more than 25 years of investment and research experience. In addition to his duties at LSV, Mr. Lakonishok serves as the William G. Karnes Professor of Finance at the University of Illinois at Urbana-Champaign. Mr. Vishny has served as a Partner and Portfolio Manager of LSV since its founding in 1994. He has more than 18 years of investment and research experience. In addition to his duties at LSV, Mr. Vishny serves as the Eric J. Gleacher Professor of Finance at the University of Chicago. Mr. Vermuelen has served as a Portfolio Manager and Senior Quantitative Analyst of LSV since 1995 and a Partner since 1998. He has more than 13 years of investment experience. Prior to joining LSV, Mr. Vermuelen served as a portfolio manager for ABP Investments. Messrs. Lakonishok, Vishny and Vermuelen have managed the segment of the Series advised by LSV since LSV became a subadviser to the Series in December 2004. Puneet Mansharamani, CFA, is a Partner and Portfolio Manager of LSV. Mr. Mansharamani has previously served as a Quantitative Analyst of LSV since 2000. He has more than 7 years of investment experience. Prior to joining LSV, Mr. Mansharamani was an Analyst at Institutional Trust National City Corporation. His responsibilities included project management, systems development and designing financial and analytical applications for the Worldwide Web. Prior to this experience, Mr. Mansharamani was a Systems Consultant for Maximations, Inc. where he was responsible for systems development and programming Mainframe and databases used to calculate revenue streams as well as executive reporting. Mr. Mansharamani was also a Systems Analyst for Case Western Reserve University. Mr. Mansharamani earne d a B.S. in Engineering from Delhi University, Delhi College of Engineering in 1997 and an M.S. in Engineering at Case Western Reserve University, Case School of Engineering (2001). Mr. Mansharamani began managing the segment of the Series advised by LSV on January 1, 2006.
William V. Fries, CFA, a Managing Director of Thornburg, Wendy Trevisani, also a Managing Director of Thornburg, and Lei Wang are the portfolio managers for the segment of Value Fund advised by Thornburg. Mr. Fries serves as the lead portfolio manager for the segment of Value Fund advised by Thornburg. Before joining Thornburg in May 1995, Mr. Fries managed equity mutual funds for 16 years with another mutual fund management company. Mr. Fries has managed the segment of the Series advised by Thornburg since Thornburg became a subadviser to the Series in December 2004. Before joining Thornburg in March 1999, Ms. Trevisani served as an institutional sales representative for Salomon Smith Barney in both New York City and London. Ms. Trevisani holds an MBA degree with a concentration in Finance from Columbia University, and a BA in International Relations from Bucknell University.
Lei Wang joined Thornburg Investment Management in 2004 as an Associate Portfolio Manager. Prior to joining Thornburg, Mr. Wang served as a research analyst at Enso Capital Management LLC in New York City. He has also worked as a Financial Associate at Deutsche Bank in both London and New York City. Previously, Mr. Wang was an Analyst with The People's Bank of China (China's central bank) in Shanghai, China. He completed his BA and MA at East China Normal University and received his MBA in Finance from New York University. He has earned the right to use the CFA designation and is a member of the CFA Institute and Security Analyst Society of New York.
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Quantitative Management Associates LLC (QMA) is the subadviser to International Equity Fund. QMA is a wholly-owned subsidiary of Prudential Investment Management, Inc. QMA manages equity and balanced portfolios for institutional and retail clients. As of March 31, 2006, QMA had approximately $55 billion in assets under management (including approximately $6 billion in assets for which QMA, as balanced manager, allocates to affiliated and unaffiliated managers). The address of QMA is Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102.
QMA typically follows a team approach in the management of its portfolios. QMA uses a disciplined investment process based on fundamental data, driven by its quantitative investment models. QMA incorporates into its investment process insights gained from its original research and the seasoned judgment of its portfolio managers and analysts. PI has responsibility for all investment advisory services, supervises QMA and pays QMA for its services.
The members of QMA's portfolio management team with primary responsibility for managing International Equity Fund are listed below.
Margaret S. Stumpp, PhD is the Chief Investment Officer of QMA. Maggie is responsible for portfolio management and investment strategy for International Equity Fund. She is portfolio manager for QMA's enhanced index equity portfolios for institutional investors and mutual fund clients. Maggie is extensively involved in quantitative research in asset allocation, security selection and portfolio construction for QMA. Maggie joined QMA's predecessor in 1987. She has published articles on finance and economics in numerous publications, including, The Financial Analysts Journal, The Journal of Portfolio Management, The Journal of Investment Management and Award Papers in Public Utility Economics. Maggie earned a BA cum laude with distinction in Economics from Boston University, and holds an AM and PhD in Economics from Brown University.
John Van Belle, PhD is a Managing Director of QMA. John is responsible for portfolio management and investment strategy for International Equity Fund. He manages QMA's global balanced portfolios, domestic balanced funds, and equity portfolios for foreign-based full-service clients. Prior to joining QMA's predecessor in 1983, John was a vice president in Currency Management Consulting Groups at both Bankers Trust and Citibank. He began his career in the research department at the Federal Reserve Bank of New York. Before that he taught Economics and Finance at the University of Virginia and Rutgers Graduate School of Management. He has published numerous articles in the fields of Economics and Finance. John earned a BS in Economics from St. Joseph's College and holds a PhD in Economics from the University of Virginia.
Ted Lockwood is a Managing Director of QMA. Ted is responsible for portfolio management and investment research for International Equity Fund. Ted is responsible for managing portfolios, investment research, and new product development for QMA. Ted joined QMA's predecessor in 1988. Previously, Ted was with AT&T and a member of the technical staff at AT&T Bell Laboratories. Ted graduated summa cum laude with a BE in Engineering from Stony Brook University and received an MS in Engineering and an MBA in Finance from Columbia University.
Peter Xu, PhD is a Managing Director of QMA. Peter is responsible for portfolio management and investment research for International Equity Fund. He conducts equity market research, the results of which are used in QMA's stock selection process for all quantitative core equity portfolios. He has published articles in various journals, including The Financial Analysts Journal, The Journal of Portfolio Management, Review of Quantitative Finance and Accounting, and Review of Pacific Basin Financial Markets and Policies. Prior to joining QMA's predecessor in 1997, Peter taught in the business school at the University of Houston. He earned a BS in Nu clear Physics from Fudan University in Shanghai, an MA in Economics from Rice University, and a PhD in Finance from the University of Houston.
Betty Sit Tong is an Investment Associate for QMA. Betty is responsible for portfolio management and trading for International Equity Fund. She co-manages certain QMA global index portfolios. She is also responsible for trading foreign and domestic equities, foreign exchange, and derivative instruments. Prior to joining QMA's predecessor in 1994, Betty was employed by Prudential Equity Management Associates. She joined The Prudential Insurance Company of America in 1981. Betty earned a BA in Psychology from Princeton University.
Subsequent to the consummation of the Reorganization(s), QMA will continue to serve as the subadviser for International Equity Fund, the surviving fund, although the portfolio managers for International Equity Fund could change at any time prior to and after the consummation of the Reorganization(s). If the Manager determines that such portfolio manager change is not in the best interests of International Equity Fund and its shareholders, then pursuant
14
to the Order, QMA may be replaced without prior shareholder approval, subject to Board approval. If such change occurs prior to any of the Meetings, you will be notified and you may change your vote for the proposal as described herein under "Voting Information – Revocation of Proxies."
Additional Information About the Portfolio Managers
Set out below is additional information with respect to the portfolio managers for the Funds. Unless noted otherwise, all information is provided as of October 31, 2005.
Other Accounts Managed by Portfolio Manager
The table below identifies, for the portfolio managers referenced above, the number of accounts managed and the total assets in such accounts, within each of the following categories: registered investment companies (RICs), other pooled investment vehicles and other accounts. For each category, the number of accounts and total assets in the accounts whose fees are based on performance is indicated in italics typeface.
Portfolio Manager | RIC Accounts Managed | Assets of RIC Managed | Other Pooled Accounts Managed | Assets of Other Pooled Accounts Managed | Other Accounts Managed | Assets of Other Accounts Managed | |||||||||||||||||||||
Daniel J. Duane (Jennison) | 2 | $ | 32,162,000 | 2 | $ | 458,862,000 | 1 | $ | 763,459,000 | ||||||||||||||||||
John Van Belle** (QMA) | 3 | 793,148,926 | 9 | 1,765,796,191 | * | 7 | 1,903,098,447 | * | |||||||||||||||||||
1 | 185,682,593 | ||||||||||||||||||||||||||
W. George Greig (William Blair) | 7 | 6,167,000 | 14 | 3,521,000 | 1,392 | 5,688,600 | |||||||||||||||||||||
Josef Lakonishok (LSV), | 22 | 5,800,000 | 19 | 3,500,000 | 446 | 36,800,000 | |||||||||||||||||||||
17 | 1,700,000 | ||||||||||||||||||||||||||
Robert Vishny (LSV) | 22 | 5,800,000 | 19 | 3,500,000 | 446 | 36,800,000 | |||||||||||||||||||||
17 | 1,700,000 | ||||||||||||||||||||||||||
Menno Vermuelen (LSV) | 22 | 5,800,000 | 19 | 3,500,000 | 446 | 36,800,000 | |||||||||||||||||||||
17 | 1,700,000 | ||||||||||||||||||||||||||
Puneet Mansharamani (LSV) | 18 | 6,300,000 | 20 | 4,700,000 | 445 | 42,500,000 | |||||||||||||||||||||
17 | 1,700,000 | ||||||||||||||||||||||||||
Wendy Trevisani (Thornburg) | 2 | 6,000,000 | None | None | 88 | 5,000,000 | |||||||||||||||||||||
1 | 700,000 | ||||||||||||||||||||||||||
William V. Fries (Thornburg) | 2 | 6,000,000 | None | None | 88 | 5,000,000 | |||||||||||||||||||||
1 | 700,000 | ||||||||||||||||||||||||||
Lei Wang*** (Thornburg) | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Margaret S. Stumpp** (QMA) | 11 | 4,126,961,718 | 8 | 3,827,306,704 | * | 17 | 4,987,475,601 | * | |||||||||||||||||||
4 | 1,844,984,765 | ||||||||||||||||||||||||||
Ted Lockwood** (QMA) | 6 | 904,042,680 | None | None | 10 | 2,789,562,953 | * | ||||||||||||||||||||
Peter Xu** (QMA) | 3 | 1,159,145,183 | None | None | None | None | |||||||||||||||||||||
Betty Tong** (QMA) | 1 | 472,269,799 | None | None | None | None |
* "Other Pooled Investment Accounts" includes commingled insurance company separate accounts, commingled trust funds and non-U.S. mutual funds. "Other Accounts" includes single client accounts and managed accounts. Managed accounts are counted as one account per managed account platform and the asset allocation program is counted as one account.
** Certain of the accounts listed in the chart above are managed by one or more of the named portfolio managers. These accounts are included in the account and asset totals for each of the applicable portfolio managers.
*** As of December 31, 2005.
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Fund | Compensation Structure and Method(s)/Material Conflicts of Interest | ||||||
Global Growth Fund | JENNISON: | ||||||
Compensation | |||||||
Jennison seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals, which includes portfolio managers and research analysts, and to align the interests of its investment professionals with that of its clients and overall firm results. Overall firm profitability determines the total amount of incentive compensation pool that is available for investment professionals. Investment professionals are compensated with a combination of base salary and discretionary cash bonus. In general, the cash bonus comprises the majority of the compensation for investment professionals. | |||||||
The portfolio managers' total compensation is determined through a subjective process that evaluates numerous qualitative and quantitative factors. There is no particular weighting or formula for considering the factors. Some portfolio managers may manage or contribute ideas to more than one product strategy and are evaluated accordingly. | |||||||
The following factors will be reviewed for Daniel J. Duane, portfolio manager to Global Growth Fund: | |||||||
• One and three year pre-tax investment performance of groupings of accounts (a "Composite") relative to pre-determined passive indices, such as the Morgan Stanley Capital International (MSCI) World Index, and industry peer group data for the product strategy (e.g., large cap growth, large cap value) for which the portfolio manager is responsible; | |||||||
• Historical and long-term business potential of the product strategies; | |||||||
• Qualitative factors such as teamwork and responsiveness; and | |||||||
• Other factors such as experience and other responsibilities such as being a team leader or supervisor may also affect an investment professional's total compensation. | |||||||
Potential Conflicts of Interest | |||||||
In managing other portfolios (including affiliated accounts), certain potential conflicts of interest may arise. Potential conflicts include, for example, conflicts among investment strategies, conflicts in the allocation of investment opportunities, or conflicts due to different fees. As part of its compliance program, Jennison has adopted policies and procedures that seek to address and minimize the effects of these conflicts. | |||||||
Jennison's portfolio managers typically manage multiple accounts. These accounts may include, among others, mutual funds, separately managed advisory accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations), commingled trust accounts, affiliated single client and commingled insurance separate accounts, model nondiscretionary portfolios, and model portfolios used for wrap fee programs. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may recommend the purchase (or sale) of certain securities for one portfolio and not another portfolio. Securities purchased in one portfolio may perform better than the securities purchased for another portfolio. | |||||||
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Fund | Compensation Structure and Method(s)/Material Conflicts of Interest | ||||||
Global Growth Fund (concluded) | Similarly, securities sold from one portfolio may result in better performance if the value of that security declines. Generally, however, portfolios in a particular product strategy (e.g., large cap growth equity) with similar objectives are managed similarly. Accordingly, portfolio holdings and industry and sector exposure tend to be similar across a group of accounts in a strategy that have similar objectives, which tend to minimize the potential for conflicts of interest. While these accounts have many similarities, the investment performance of each account will be different primarily due to differences in guidelines, fees, expenses and cash flows. | ||||||
In addition, Jennison has adopted trade aggregation and allocation procedures that seek to treat all clients (including affiliated accounts) fairly and equitably. These policies and procedures address the allocation of limited investment opportunities, such as IPOs, and the allocation of transactions across multiple accounts. Currently, while no equity accounts under Jennison's management have performance fees, some accounts have higher fees than others. These differences may give rise to a potential conflict that a portfolio manager may allocate more time to the management of one account over another. While Jennison does not monitor the specific amount of time that a portfolio manager spends on a single portfolio, senior Jennison personnel periodically review the performance of Jennison's portfolio managers as well as periodically assess whether the portfolio manager has adequate resources to effectively manage the accounts assigned to that po rtfolio manager. Jennison also believes that its compensation structure tends to mitigate this conflict. | |||||||
Growth Fund | |||||||
William Blair & Company, L.L.C.: | |||||||
Compensation | |||||||
The compensation of William Blair portfolio managers is based on the firm's mission: "to achieve success for its clients." The Fund's portfolio manager is a principal of William Blair, and as of October 31, 2004 his compensation consists of a base salary, a share of the firm's profits and, in some instances, a discretionary bonus. The portfolio manager's compensation is determined by the head of William Blair's Investment Management Department, subject to the approval of the firm's Executive Committee. The base salary is fixed and the portfolio manager's ownership stake can vary over time based upon the portfolio manager's sustained contribution to the firm's revenue, profitability, long-term investment performance, intellectual capital and brand reputation. In addition, the discretionary bonus (if any) is based, in part, on the long-term investment performance, profitability and assets under management of all accounts managed by the portfolio manager, including the Fund. | |||||||
Potential Conflicts of Interest | |||||||
Since the portfolio manager manages other accounts in addition to the Fund, conflicts of interest may arise in connection with the portfolio manager's management of the Fund's investments on the one hand and the investments of such other accounts on the other hand. However, William Blair has adopted policies and procedures designed to address such conflicts, including, among others, policies and procedures relating to allocation of investment opportunities, soft dollars and aggregation of trades. | |||||||
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Fund | Compensation Structure and Method(s)/Material Conflicts of Interest | ||||||
Value Fund | LSV Asset Management | ||||||
Compensation | |||||||
Compensation consists of a salary and a discretionary bonus. Each of Messrs. Lakonishok, Vishny, Vermeulen, and Mansharamani is a partner of LSV and thereby receives a portion of the overall profit of the firm as part of his ownership interests. The bonus is based upon the profitability of the firm and individual performance. Individual performance is subjective and may be based on a number of factors, such as the individual's leadership and contribution to the strategic planning and developments of the investment group. | |||||||
Potential Conflicts of Interest | |||||||
There are no material conflicts of interest. LSV has established policies and procedures to ensure that the purchase and sale of securities among all accounts it manages are fairly and equitably allocated. | |||||||
Thornburg Investment Management, Inc. Compensation | |||||||
Compensation for investment professionals includes a base salary, annual bonus, profit sharing plan, and potential for ownership. While an individual's contribution is important in establishing an appropriate compensation level, the performance of the team and product is more critical in determining total compensation. Ownership participation varies and is based on tenure and level of contribution to the firm. | |||||||
Potential Conflicts of Interest | |||||||
No conflicts of interest exist. All accounts are managed to a model portfolio, and trades for all accounts are performed on a random rotation basis so that no one account is advantaged over another pursuant to trade allocation policies and procedures. | |||||||
International Equity Fund | QMA | ||||||
Compensation | |||||||
Investment professionals are compensated through a combination of base salary, a performance-based annual cash incentive bonus and a long-term incentive grant. | |||||||
The salary component is based on market data relative to similar positions within the industry as well as the past performance, experience and responsibility of the individual. | |||||||
The size of the annual cash bonus pool is determined quantitatively based on two primary factors: 1) investment performance (pre-tax) of portfolios on a 1-year and 3-year basis relative to appropriate market peer groups or benchmarks, and 2) business results as measured by QMA's pre-tax net income, based on planned and reasonably anticipated expenses. QMA regularly benchmarks its compensation program against leading asset management firms to monitor competitiveness. | |||||||
An investment professional's long-term incentive grant is currently divided into two components: (i) 80% of the value of the grant is subject to increase or decrease based on the annual performance of certain QMA advised accounts, and (ii) 20% of the value of the grant consists of stock options and restricted stock of Prudential Financial, Inc. (QMA's ultimate parent company). The size of the long-term incentive pool is determined by Prudential Financial based on a percentage of the aggregate compensation of QMA's eligible employees. The long-term incentive grants are subject to vesting requirements. | |||||||
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Fund | Compensation Structure and Method(s)/Material Conflicts of Interest | ||||||
International Equity Fund (continued) | Each investment professional's incentive compensation payment including the annual cash bonus and long-term incentive grant is primarily determined by how significantly he/she contributes to delivering investment performance to clients consistent with portfolio objectives, guidelines, and risk parameters, as well as the individual's qualitative contributions to the organization. | ||||||
Potential Conflicts of Interest | |||||||
QMA is an indirect, wholly-owned subsidiary of Prudential Financial, Inc. and as such is part of a full-scale global financial services organization, affiliated with insurance companies, investment advisers and broker-dealers. QMA portfolio managers are often responsible for managing multiple accounts, including accounts of affiliates, institutional accounts, mutual funds, insurance company separate accounts, and various pooled investment vehicles. These affiliations and portfolio management responsibilities may cause potential and actual conflicts of interest. QMA aims to conduct itself in a manner it considers to be the most fair and consistent with its fiduciary obligations to all of its clients including International Equity Fund. | |||||||
Management of multiple accounts and funds side-by-side may raise potential conflicts of interest relating to the allocation of investment opportunities, the aggregation and allocation of trades and cross trading. QMA has developed policies and procedures designed to address these potential conflicts of interest. | |||||||
The Fund may be prohibited from engaging in transactions with its affiliates even when such transactions may be beneficial for International Equity Fund. Certain affiliated transactions are permitted in accordance with procedures adopted by World Fund and reviewed by the independent directors of World Fund. | |||||||
There may be restrictions imposed by law, regulation or contract regarding how much, if any, of a particular security QMA may purchase or sell on behalf of International Equity Fund, and as to the timing of such purchase or sale. Such restrictions may come into play as a result of QMA's relationship with Prudential Financial and its other affiliates. Also, QMA may come into possession of material, non-public information with respect to a particular issuer and as a result be unable to execute purchase or sale transactions in securities of such issuer for International Equity Fund. QMA generally is able to avoid a variety of potential conflicts due to the possession of material, non-public information by maintaining "Information Barriers" to prevent the transfer of information between affiliates. | |||||||
Certain affiliates of QMA develop and may publish credit research that is independent from the research developed within QMA. QMA may hold different opinions on the investment merits of a given security, issuer or industry such that QMA may be purchasing or holding a security for International Equity Fund and an affiliated entity may be selling or recommending a sale of the same security or other securities of the issuer. Conversely, QMA may be selling a security for International Equity Fund and an affiliated entity may be purchasing or recommending a buy of the same security or other securities of the same issuer. In addition, QMA's affiliated brokers or investment advisers may be executing transactions in the market in the same securities as International Equity Fund at the same time. | |||||||
19
Fund | Compensation Structure and Method(s)/Material Conflicts of Interest | ||||||
International Equity Fund (continued) | With respect to the management of International Equity Fund, QMA may cause securities transactions to be executed concurrently with authorizations to purchase or sell the same securities for other accounts managed by QMA, including proprietary accounts or accounts of affiliates. In these instances, the execution of purchases or sales, where possible, is allocated equitably among the various accounts (including International Equity Fund). | ||||||
QMA may buy or sell, or may direct or recommend that another person buy or sell, securities of the same kind or class that are purchased or sold for International Equity Fund, at a price which may be different from the price of the securities purchased or sold for International Equity Fund. In addition, QMA may, at any time, execute trades of securities of the same kind or class in one direction for an account and trade in the opposite direction or not trade for any other account, including the Fund, due to differences in investment strategy or client direction. | |||||||
The fees charged to advisory clients by QMA may differ depending upon a number of factors including, but not limited to, the particular strategy, the size of a portfolio being managed, the relationship with the client, the origination and service requirements and the asset class involved. Fees may also differ based on account type (e.g., commingled accounts, trust accounts, insurance company separate accounts, and corporate, bank or trust-owned life insurance products). Fees are negotiable so one client with similar investment objectives or goals may be paying a higher fee than another client. Fees paid by certain clients may also be higher due to performance based fees which increase based on the performance of a portfolio above an established benchmark. Also, large clients generate more revenue for QMA than do smaller accounts. A portfolio manager may be faced with a conflict of interest when allocating scarce investment opportunities given t he benefit to QMA of favoring accounts that pay a higher fee or generate more income for QMA. To address this conflict of interest, QMA has adopted allocation policies as well as supervisory procedures that are intended to fairly allocate investment opportunities among competing client accounts. | |||||||
Conflicts of interest may also arise regarding proxy voting. A committee of senior business representatives together with relevant regulatory personnel oversees the proxy voting process and monitors potential conflicts of interest relating to proxy voting. | |||||||
Conflicts of interest may also arise in connection with securities holdings. Prudential Financial, the general account of The Prudential Insurance Company of America, QMA's proprietary accounts and accounts of other affiliates (collectively, the "Affiliated Accounts") may at times have various levels of financial or other interests, including but not limited to portfolio holdings, in companies whose securities may be held or purchased or sold in QMA's client accounts. These financial interests may at any time be in potential or actual conflict or may be inconsistent with positions held or actions taken by QMA on behalf of its client accounts. These interests can include loan servicing, debt or equity financing, services related to advising on merger and acquisition issues, strategic corporate relationships or investments and the offering of investment advice in various forms. Thus QMA may invest client assets in the securities of companies with which QMA or an affiliate of QMA has a financial relationship, including investment in the securities of companies that are advisory clients of QMA. | |||||||
20
Fund | Compensation Structure and Method(s)/Material Conflicts of Interest | ||||||
International Equity Fund (concluded) | It is anticipated that there will be situations in which the interests of a client account in a portfolio company may conflict with the interests of one or more Affiliated Accounts or other client accounts managed by QMA or its affiliates. This may occur because Affiliated Accounts hold public and private debt and equity securities of a large number of issuers and may invest in some of the same companies as the client account but at different levels in the capital structure. While these conflicts cannot be eliminated, QMA has implemented policies and procedures designed to ensure that, notwithstanding these conflicts, investments of its clients are managed in their best interests. | ||||||
Portfolio managers may advise Affiliated Accounts. In addition, the value of a portion of the long-term incentive grant of certain investment professionals will increase or decrease based on the annual performance of certain advised accounts of QMA (the "LT Accounts") over a defined time period. As a result of (i) the management of the Affiliated Accounts, and (ii) long-term compensation reflecting the performance of the LT Accounts, QMA's portfolio managers from time to time have certain direct and indirect financial interests in the accounts they advise. To address potential conflicts related to these financial interests, QMA has procedures, including supervisory review procedures, designed to ensure that each of QMA's client accounts, and each Affiliated Account or LT Account, is managed in a manner that is consistent with its investment objectives, investment strategies and restrictions, as well as with QMA's fiduciary obligations. | |||||||
QMA also engages in short sales for certain of its advisory clients (i.e., the sale of a borrowed security). For these clients, QMA may take a short position in securities that are held long in other client portfolios. QMA has adopted documentation and monitoring requirements to address the conflicts of interest that arise due to the management of long-short portfolios alongside long-only portfolios. | |||||||
QMA follows Prudential Financial's policies on business ethics, personal securities trading by investment personnel, and information barriers and has adopted a code of ethics, allocation policies, supervisory procedures and conflicts of interest policies, among other policies and procedures, which are designed to ensure that clients are not harmed by these potential or actual conflicts of interests; however, there is no guarantee that such policies and procedures will detect and ensure avoidance, disclosure or mitigation of each and every situation in which a conflict may arise. | |||||||
21
Portfolio Manager Securities Ownership. The table below identifies, for each portfolio manager, ownership of Fund securities by that portfolio manager.
Fund | Portfolio Manager(s) | Ownership of Securities | |||||||||
Global Growth Fund | Daniel J. Duane (Jennison) | $ | 100,001-$500,000 | ||||||||
Growth Fund | W. George Greig (William Blair) | None | |||||||||
Value Fund | Josef Lakonishok (LSV) Robert Vishny (LSV) Menno Vermuelen (LSV) Puneet Mansharamani (LSV) William V. Fries (Thornburg) Wendy Trevisani (Thornburg) Lei Wang (Thornburg) | None None None None None None None | |||||||||
Equity Fund | John Van Belle (QMA) Margaret S. Stumpp (QMA) Ted Lockwood (QMA) Peter Xu (QMA) Betty Tong (QMA) | None None $100,001-$500,000 None $10,001-$50,000 | |||||||||
Investment Management Fees
Pursuant to the SP Mutual Funds Management Agreement, ASISI receives a monthly investment management fee for the performance of its services for Growth Fund. PI does not receive a fee for its management of Growth Fund. Pursuant to the World Fund Management Agreement, PI receives a monthly investment management fee for the performance of its services for each of Global Growth Fund, Value Fund, and International Equity Fund. These investment management fees are accrued daily for the purposes of determining the sale and redemption price of each Fund's shares. The Funds pay the Manager an investment management fee, stated as a percentage of the Fund's average daily net assets, as set forth below. As a result, if the Plan is approved, Target Fund shareholders will pay investment management fees at a lower rate.
Fund | Annual Investment Management Fee Rate | ||||||
Global Growth Fund | 0.75% to $1 billion; | ||||||
0.70% over $1 billion | |||||||
Growth Fund | 1.00% to $500 million; | ||||||
0.95% next $500 million; | |||||||
0.90% $1 billion and over | |||||||
Value Fund | 1.00% to $300 million; | ||||||
0.95% next $700 million; | |||||||
0.90% $1 billion and over | |||||||
International Equity Fund | 0.85% to $300 million; | ||||||
0.75% next $1.2 billion; | |||||||
0.70% over $1.5 billion and over |
During the fiscal year ended October 31, 2005, Global Growth Fund paid $3,050,219 in investment management fees to PI, Growth Fund paid $2,694,795 in investment management fees to ASISI, Value Fund paid $3,577,108 in investment management fees to PI, and International Equity Fund paid $1,199,342 in investment management fees to PI. During the six-month period ended April 30, 2006, Global Growth Fund paid $1,562,452 in investment management fees to PI, Growth Fund paid $1,322,927 in investment management fees to ASISI,
22
Value Fund paid $1,324,069 in investment management fees to PI, and International Equity Fund paid $1,292,237 in investment management fees to PI.
ASISI, as co-manager of Growth Fund, and PI, as manager of each of Global Growth Fund, Value Fund, and International Equity Fund, pays the relevant subadviser a portion of its management fee for the performance of the subadvisory services at no additional cost to the Funds. The relevant subadvisory annual fee rates are set forth below.
Fund/Subadviser | Annual Subadvisory Fee Rate | ||||||
Global Growth Fund/Jennison | 0.375% on Fund's average daily net assets | ||||||
Growth Fund/William Blair | 0.30% to and including $500 million; | ||||||
0.25% next $500 million; | |||||||
0.20% $1 billion and over | |||||||
Value Fund/LSV | 0.45% to and including $150 million; | ||||||
0.425% next $150 million; | |||||||
0.40% next $150 million; | |||||||
0.375% next $300 million; | |||||||
0.35% over $750 million | |||||||
Value Fund/Thornburg | 0.35% up to and including $100 million; | ||||||
0.30% over $100 million | |||||||
International Equity Fund/QMA | 0.425% to and including $300 million; | ||||||
0.375% next $1.2 billion; | |||||||
0.35% over $1.5 billion |
Distribution Plan
American Skandia Marketing, Incorporated (ASM) and Prudential Investment Management Services LLC (PIMS) jointly serve as the principal underwriter and distributor for Growth Fund. PIMS also serves as the principal underwriter and distributor for each of Global Growth Fund, Value Fund, and International Equity Fund. For ease of reference, the term "Distributor" is used from time to time to refer to PIMS as it relates to each of Global Growth Fund, Value Fund, and International Equity Fund and to PIMS and ASISI jointly as it relates to Growth Fund. World Fund and SP Mutual Funds have adopted a Distribution and Service Plan (commonly known as a 12b-1 Plan) for each class of shares (other than Class Z shares of Global Growth Fund, Value Fund, and International Equity Fund)to compensate the Distributor for its services and expenses in distributing shares and servicing shareholder accounts. Under the 12b-1 Plan for each share class, each Fund is a uthorized to pay the Distributor at the following annual rates for assets attributable to the indicated share class:
Share Class | Rate | ||||||
Class A (1) | 0.30% of the Fund's average daily net assets attributable to Class A shares | ||||||
Class B (International Equity, Growth Fund, and Value Fund) (2) | 1.00% of the average daily net assets attributable to Class B shares of International Equity Fund, Growth Fund, and Value Fund | ||||||
Class B (Global Growth Fund) (2) | 0.75% of Global Growth Fund's average daily net assets attributable to Class B shares | ||||||
Class F (2) | 0.75% of the Fund's average daily net assets attributable to Class F shares | ||||||
Class C | 1.00% of the Fund's average daily net assets attributable to Class C shares | ||||||
Class L (3) | 0.50% of the Fund's average daily net assets attributable to Class L shares | ||||||
Class M (3) | 1.00% of the Fund's average daily net assets attributable to Class M shares | ||||||
Class X (3) | 1.00% of the Fund's average daily net assets attributable to Class X shares | ||||||
Class Z (4) | None | ||||||
(1) The Distributor has contractually agreed until February 28, 2007 to reduce its distribution and service (12b-1) fees for Class A shares of the Funds to 0.25% of each Fund's average daily net assets attributable to Class A shares. Without such contractual fee waiver the 12b-1 fees for each Fund's Class A shares would be 0.30%.
23
(2) As depicted in the table, the current Class B shares of Global Growth Fund and International Equity Fund have different Rule 12b-1 fees. The proposed Class F shares of International Equity Fund will have the same 12b-1 fee as the Class B shares of Global Growth Fund. Pending approval of the Reorganization by Global Growth Fund shareholders, International Equity Fund will offer Class F shares to accommodate Global Growth Fund's Class F shareholders.
(3) Currently, only Growth Fund offers Class L, Class M, Class X and New Class X shares. Pending approval of the Growth Fund Reorganization by shareholders, International Equity Fund will offer Class L, Class M, Class X and New Class X shares to accommodate holders of Class L shares, Class M shares, Class X shares, and New Class X shares of Growth Fund.
(4) Global Growth Fund, Value Fund, and International Equity Fund offer Class Z shares. Only Growth Fund does not have Class Z shares. Class Z shares are not subject to any distribution or service fees.
Because these fees are paid out of each Fund's assets on an ongoing basis, these fees may, over time, increase the cost of an investment in that Fund and may be more costly than other types of sales charges.
Valuation
In connection with each Reorganization, each whole and fractional share of each class of a Fund will be exchanged for whole or fractional shares of equal dollar value of the corresponding class of International Equity Fund. The share value of a mutual fund – known as the net asset value per share or NAV – is determined by a simple calculation: it is the total value of the Fund (assets minus liabilities) divided by the total number of shares outstanding. For example, if the value of the investments held by fund XYZ (minus its liabilities) is $1,000 and there are 100 shares of fund XYZ owned by shareholders, the price of one share of the fund – or the NAV – is $10 ($1,000 divided by 100).
Each Fund's portfolio securities are valued based upon market quotations or, if not readily available, at fair value as determined in good faith under procedures established by the relevant Board. A Fund also may use fair value pricing if it determines that the market quotation is not reliably based, among other things, on events or market conditions that occur after the quotation is derived or after the close of the primary market on which the security is traded, but before the time that the Fund's NAV is determined. This use of fair value pricing most commonly occurs with securities that are primarily traded outside the U.S. because such securities present time-zone arbitrage opportunities when events or conditions affecting the prices of specific securities or the prices of securities traded in such markets generally occur after the close of the foreign markets but prior to the time the Fund determines its NAV. A Fund may also use fair va lue pricing with respect to U.S.-traded securities if, for example, trading in a particular security is halted and does not resume before the Fund calculates its NAV or the exchange on which a security is traded closes early. In addition, fair value pricing is used for securities where the pricing agent or principal market maker does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Manager (or subadvisers) does not represent fair value. Different valuation methods may result in differing values for the same security. The fair value of a portfolio security that a Fund uses to determine its NAV may differ from the security's quoted or published price. If a Fund needs to implement fair value pricing after the NAV publishing deadline, but before shares of a Fund are processed, the NAV you receive or pay may differ from the published NAV price.
For purposes of computing a Fund's NAV, the Fund's futures contracts will be valued at the last sale or bid price prior to the close of trading on the New York Stock Exchange (NYSE) that day. Except when a Fund fair values securities, each foreign security held by a Fund is normally valued as of the close of the security's primary market. Fair value pricing procedures are designed to result in prices for a Fund's securities and its net asset value that are reasonable in light of the circumstances which make or have made market quotations unavailable or unreliable, and may have the effect of reducing arbitrage opportunities available to short-term traders. There is no assurance, however, that fair value pricing will more accurately reflect the market value of a security than the market price of such security on that day or that it will prevent dilution of the Fund's NAV by short-term traders.
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Each Fund's NAV is determined once each business day at the close of regular trading on the NYSE, usually 4:00 p.m. New York time. The NYSE is closed on most national holidays and Good Friday. On days when the NYSE is closed but the primary markets for the Fund's foreign securities are open, the Funds will not price, and you will not be able to purchase, redeem or exchange a Fund's shares even though the value of these securities may have changed. Conversely, each Fund will ordinarily price its shares, and you may purchase, redeem or exchange shares on days that the NYSE is open but foreign securities markets are closed. On days there are no orders to purchase, sell or exchange the Fund's shares, or when changes in the value of the Fund's portfolio do not materially affect its NAV, the Funds' NAVs may not be determined.
Most national newspapers report the NAVs of larger mutual funds, allowing investors to check the prices of those funds daily.
Although the legal rights of each class of shares of each Fund are substantially identical, the different expenses borne by each class will result in different NAVs and dividends. NAV is calculated separately for each class of each Fund. The NAVs of Class B and Class C of each Fund's shares will generally be lower than the NAV of Class A and Class Z shares of each Fund as a result of the larger distribution-related fee to which Class B and Class C are subject. It is expected, however, that the NAV of each Fund's share classes will tend to converge immediately after the recording of dividends, if any, that will differ by approximately the amount of the distribution and/or service fee expense accrual differential among the classes.
Portfolio Holdings
In addition to the description contained herein, a description of each Fund's policies and procedures with respect to the disclosure of that Fund's portfolio securities is also contained in that Fund's prospectus, SAI and on that Fund's website (for Growth Fund, see www.strategicpartners.com, and for Global Growth Fund, Value Fund, and International Equity Fund, see www.jennisondryden.com). Each Fund will provide a full list of its portfolio holdings as of the end of the fiscal quarter on its website within approximately 30 days after the end of the month. Each Fund's portfolio holdings are made public, as required by law, in the Fund's annual and semi-annual reports and on Form N-Q. In addition, each Fund may release the Fund's top ten holdings, sector and country breakdowns, and largest industries, as applicable, on a quarterly or monthly basis with the information 15 days prior to the release. Such information will be posted to the relevant Fund's website.
When authorized by the Chief Compliance Officer (CCO) and another officer of either World Fund or SP Mutual Funds, portfolio holdings information may be disseminated more frequently or at different periods than as described above to intermediaries that distribute a Fund's shares, third-party providers of auditing, custody, proxy voting and other services for such Fund, rating and ranking organizations, and certain affiliated persons of such Fund, as described below. The procedures utilized to determine eligibility are set forth below.
Procedures for Release of Portfolio Holdings Information:
1. A request for release of Fund holdings shall be prepared by such third parties setting forth a legitimate business purpose for such release which shall specify the Fund, the terms of such release and frequency (e.g. level of detail staleness). Such request shall address whether there are any conflicts of interest between a Fund and the Investment Manager, Subadviser, Distributor or any affiliated person thereof and how such conflicts shall be dealt with to demonstrate that the disclosure is in the best interest of the shareholders of the Fund.
2. The request shall be forwarded to PI's Product Development Group and to the CCO of the Fund, or his delegate, for review and approval.
3. A confidentiality agreement in the form approved by an officer of the Fund must be executed with the recipient of the fund holdings information.
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4. An officer of World Fund or SP Mutual Funds shall approve the release and agreement. Copies of the release and agreement shall be sent to PI's law department.
5. Written notification of the approval shall be sent by such officer to PI's Fund Administration Department to arrange the release of fund holdings information.
6. PI's Fund Administration Department shall arrange for the release of fund holdings information by PFPC Trust Company (for Growth Fund) and The Bank of New York (for Global Growth Fund, Value Fund, and International Equity Fund) (collectively, the Custodian Banks)
As of the date of this Prospectus/Proxy Statement, each Fund will provide:
1. Traditional External Recipients/Vendors
• Full holdings on a daily basis to Investor Responsibility Research Center (IRRC), Institutional Shareholder Services (ISS) and Automatic Data Processing, Inc. (ADP) (proxy voting agents) at the end of each day;
• Full holdings on a daily basis to ISS (securities class action claims services administrator) at the end of each day;
• Full holdings on a daily basis to the relevant subadviser, Custodian Banks, sub-custodian (if any are appointed) and accounting agents (which includes the Custodian Banks and any other accounting agent that may be appointed) at the end of each day;
• Full holdings to KPMG LLP, each Fund's independent registered public accounting firm, as soon as practicable following the Fund's fiscal year-end or on an as-needed basis; and
• Full holdings to financial printers as soon as practicable following the end of each Fund's quarterly, semi-annual and annual period-ends.
2. Analytical Service Providers
• The trades for each Fund on a quarterly basis to Abel/Noser Corp. (an agency-only broker and transaction cost analysis company) as soon as practicable following the Fund's fiscal quarter-end;
• Full holdings on a daily basis to FT Interactive Data (a fair value information service) at the end of each day;
• Full holdings on a daily basis to FactSet (an online investment research provider) at the end of each day.
In each case, the information disclosed must be for a legitimate business purpose and is subject to a confidentiality agreement intended to prohibit the recipient from trading on or further disseminating such information (except for legitimate business purposes). Such arrangements will be monitored on an ongoing basis and will be reviewed by the Fund's CCO and PI's Law Department on an annual basis.
In addition, certain authorized employees of PI receive portfolio holdings information on a quarterly, monthly or daily basis or upon request, in order to perform their business functions. All PI employees are subject to the requirements of the personal securities trading policy of Prudential Financial, Inc., which prohibits employees from trading on, or further disseminating confidential information, including portfolio holdings information.
Fund directors have approved PI's Policy for the Dissemination of Portfolio Holdings. The directors shall, on a quarterly basis, receive a report from PI detailing the recipients of the portfolio holdings information and the reason for such disclosure. The directors have delegated oversight over the Fund's disclosure of portfolio holdings to the CCO.
No assurance can be given that the Funds' policies and procedures on portfolio holdings information will protect the Funds from the misuse of such information by individuals or entities that come into possession of the information.
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Frequent Purchases and Redemptions of Fund Shares
Each Fund seeks to prevent patterns of frequent purchases and redemptions of Fund shares by its shareholders. Frequent purchases and sales of shares of a Fund may adversely affect Fund performance and the interests of long-term investors. When a shareholder engages in frequent or short-term trading, a Fund may have to sell portfolio securities to have the cash necessary to redeem the shareholder's shares. This can happen when it is not advantageous to sell any securities, so a Fund's performance may be hurt. When large dollar amounts are involved, frequent trading can also make it difficult to use long-term investment strategies because a Fund cannot predict how much cash it will have to invest. In addition, if a Fund is forced to liquidate investments due to short-term trading activity, it may incur increased brokerage and tax costs. Similarly, a Fund may bear increased administrative costs as a result of the asset level and investment vola tility that accompanies patterns of short-term trading. Moreover, frequent or short-term trading by certain shareholders may cause dilution in the value of Fund shares held by other shareholders. Funds that invest in foreign securities may be particularly susceptible to frequent trading because time zone differences among international stock markets can allow a shareholder engaging in frequent trading to exploit Fund share prices that may be based on closing prices of foreign securities established some time before each Fund calculates its own share price. Funds that invest in certain fixed-income securities, such as high-yield bonds or certain asset-backed securities, may also constitute an effective vehicle for a shareholder's frequent trading strategy.
The Boards of World Fund and SP Mutual Funds have adopted policies and procedures designed to discourage or prevent frequent trading activities by Fund shareholders. In an effort to prevent such practices, each Fund's transfer agent monitors trading activity on a daily basis. Each Fund has implemented a trading policy that limits the number of times a shareholder may purchase Fund shares or exchange into such Fund and then sell those shares within a specified period of time (a round-trip transaction) as established by such Fund's CCO. The CCO is authorized to set and modify the parameters at any time as required to prevent the adverse impact of frequent trading on Fund shareholders. The CCO has defined frequent trading as one or more round-trip transactions in shares of a Fund within a 30-day period. A second round-trip within 60 days will begin a warning period that will remain in effect for 90 days. If additional purchase activity is initi ated during the warning period, the purchase activity will be cancelled. In addition, if two round-trips have already been completed within the past 90 days, a suspension will be placed on purchases for that account that remains in effect for 90 days. Exceptions to the trading policy will not normally be granted.
Each Fund reserves the right to reject or cancel, without prior notice, all additional purchases or exchanges into each Fund by a shareholder who has violated this policy. Moreover, each Fund may direct a broker-dealer or other intermediary to block a shareholder account from future trading in a Fund. The transfer agent will monitor trading activity over $25,000 per account on a daily basis for a rolling 30-day period. If a purchase into a Fund is rejected or cancelled for violations of the trading policy, the shareholder will receive a return of the purchase amount.
If a Fund is offered to qualified plans on an omnibus basis or if Fund shares may be purchased through other omnibus arrangements (Intermediaries), Intermediaries maintain the individual beneficial owner records and submit to each Fund only aggregate orders combining the transactions of many beneficial owners. Each Fund itself generally cannot monitor trading by particular beneficial owners. Each Fund communicates to Intermediaries in writing that it expects the Intermediaries to handle orders on transfers by beneficial owners consistently with each Fund's policies as set forth in each Fund's prospectus and SAI on transfers by beneficial owners. Omnibus accounts and Intermediaries are treated uniformly with respect to these policies. Intermediaries may impose different or stricter restrictions on transfers by beneficial owners. Consistent with the restrictions described above, investments in each Fund through retirement programs administered by Prudential Retirement will be similarly identified for frequent purchases and redemptions and appropriately restricted.
The transfer agent also reviews the aggregate net flows to or from a Fund in excess of $1 million. In those cases, the trade detail is reviewed to determine if any of the activity relates to previously identified policy offenders. In cases
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of omnibus orders, the Intermediary may be contacted by the transfer agent to obtain additional information. The transfer agent has the authority to cancel all or a portion of the trade if the information reveals that the activity relates to previously identified policy offenders. In that case, the shareholder will receive a return of the purchase amount. Where appropriate, the transfer agent may request that the Intermediary block a financial adviser or client from accessing each Fund. If necessary, each Fund may be removed from a particular Intermediary's platform.
Shareholders seeking to engage in frequent trading activities may use a variety of strategies to avoid detection and, despite the efforts of each Fund to prevent such trading, there is no guarantee that each Fund, the transfer agent or Intermediaries will be able to identify these shareholders or curtail their trading practices. None of the Funds or International Equity Fund has any arrangements intended to permit trading of its shares in contravention of the policies described above.
Purchases, Redemptions, Exchanges and Distributions
The purchase policies for each Fund are identical.
The offering price is the NAV per share plus any initial sales charge that applies. Class A shares of each Fund are sold at NAV plus an initial sales charge that varies depending on the amount of your investment. Class A and Class B shares of each Fund (and Class F shares of International Equity Fund after the Global Growth Fund Reorganization) are sold at NAV per share without an initial sales charge. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are not subject to an initial sales charge but are subject to a contingent deferred sales charge (CDSC) of 1% (the CDSC is waived for purchases by certain retirement or benefit plans affiliated with Prudential). In addition, if Class B shares of each Fund (and Class F shares of International Equity Fund after the Global Growth Fund Reorganization) are redeemed within seven years of their purchase, a CDSC will be deducted from the rede mption proceeds. Class C shares are sold at NAV per share without an initial sales charge. In addition, if Class C shares are redeemed within 12 calendar months of their purchase, a CDSC of 1.00% will be deducted from the redemption proceeds. Class L shares are subject to up to a 5.75% initial sales charge on purchases under $1 million. Investors who purchase $1 million or more of Class L shares, to the extent Class L is open to new purchases, and sell these shares within 12 months of purchase are not subject to an initial sales charge but are subject to a CDSC of 1% (the CDSC is waived for purchases by certain retirement or benefit plans affiliated with Prudential). Class M, Class X and New Class X shares are sold subject to a CDSC of 6.00%, decreasing annually. Class L, Class M, Class X and New Class X shares are generally no longer offered for direct purchase.
Class A shares of each Fund purchased in amounts of less than $1 million require you to pay a sales charge at the time of purchase.
This table shows how the sales charge decreases as the amount of the investment increases:
Amount of Purchase | Front-end Sales Charge (as % of offering price) | Front-end Sales Charge (as % of amt. Invested) | |||||||||
Less than $25,000 | 5.50 | % | 5.82 | % | |||||||
$25,000 up to $49,999 | 5.00 | % | 5.26 | % | |||||||
$50,000 up to $100,000 | 4.50 | % | 4.71 | % | |||||||
$100,000 up to $250,000 | 3.75 | % | 3.90 | % | |||||||
$250,000 up to $500,000 | 2.75 | % | 2.83 | % | |||||||
$500,000 up to $1,000,000 | 2.00 | % | 2.04 | % | |||||||
$1,000,000 up to $5,000,000* | None | None* |
* If you invest $1 million or more, you can buy only class A shares, unless you qualify to buy Class Z shares. If you purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase, you will be subject to a 1% CDSC, although you will not be subject to an initial sales charge. (The CDSC is waived for purchases by certain retirement or benefit plans).
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Class B shares of each Fund (and Class F shares of International Equity Fund after the Global Growth Fund Reorganization) do not require you to pay a sales charge at the time of purchase, but do require you to pay a sales charge if you sell your shares within six years.
Redemptions of Class B shares of each Fund (and Class F shares of International Equity Fund after the Global Growth Fund Reorganization) will be subject to a CDSC declining from 5% to zero over a six-year period. The CDSC will be deducted from the redemption proceeds and reduce the amount paid to the purchaser. The CDSC will be imposed on any redemption which reduces the current value of the Class B shares of each Fund (and Class F shares of International Equity Fund after the Global Growth Fund Reorganization) to an amount which is lower than the amount of all payments made by the investor for shares during the preceding six years. A CDSC will be applied on the lesser of the original purchase price or the current value of the shares being redeemed. Increases in the value of the investors shares or shares acquired through reinvestment of dividends or distributions are not subject to a CDSC. The amount of any CDSC will be paid to and retained by the Distributor. If an investor purchases or holds shares through a broker, third party administrator or other authorized entity that maintains subaccount recordkeeping, any applicable CDSC that the investor will pay will be calculated and reported to PMFS by such broker, administrator or other authorized entity.
The amount of the CDSC, if any, will vary depending on the number of years from the time of payment for the purchase of shares until the time of redemption of such shares. Solely for purposes of determining the number of years from the time of any payment for the purchase of shares, all payments during a month will be aggregated and deemed to have been made on the last day of the month. The CDSC will be calculated from the first day of the month after the initial purchase, excluding the time shares were held in a money market fund.
The following table sets forth the rates of the CDSC applicable to redemptions of Class B shares of each Fund (and Class F shares of International Equity Fund after the Global Growth Fund Reorganization):
Redemption During | Class B (and Class F of International Equity Fund after the Global Growth Fund Reorganization) CDSC (as % of amount subject to charge) | ||||||
1st year after purchase | 5.0 | % | |||||
2nd year after purchase | 4.0 | % | |||||
3rd year after purchase | 3.0 | % | |||||
4th year after purchase | 2.0 | % | |||||
5th year after purchase | 1.0 | % | |||||
6th year after purchase | 1.0 | % | |||||
7th year after purchase | None |
In determining whether a CDSC is applicable to a redemption, the calculation will be made in a manner that results in the lowest possible rate. It will be assumed that the redemption is made first of amounts representing shares acquired pursuant to the reinvestment of dividends and distributions; then of amounts representing the increase in NAV above the total amount of payments for the purchase of Class B shares of each Fund (and Class F shares of International Equity Fund after the Global Growth Fund Reorganization) made during the preceding six years; then of amounts representing the cost of shares held beyond the applicable CDSC period; and finally, of amounts representing the cost of shares held for the longest period of time within the applicable CDSC period.
Class L shares of International Equity Fund and Growth Fund are closed to most new purchases (with the exception of reinvested dividends and purchases by certain college savings plans). Class L shares are sold at an offering price that normally equals NAV plus an initial sales charge that varies depending on the amount of the investment. In certain instances described below, however, purchases are either not subject to an initial sales charge (and the offering price will be at NAV) or will be eligible for reduced sales charges. International Equity Fund and Growth Fund receive an amount equal to the NAV to invest for the account of the purchaser. A portion of the sales charge is retained by the Distributor and a portion is allocated to the purchaser's dealer. The Distributor may allocate
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the entire amount of the initial sales charge to dealers for all sales occurring during a particular period. The front-end sales charge rates are as follows:
Amount of Purchase | Front-end Sales Charge (as % of offering price) | Front-end Sales Charge (as % of amt. Invested) | |||||||||
Less than $50,000 | 5.75 | % | 6.10 | % | |||||||
$50,000 up to $100,000 | 5.00 | % | 5.26 | % | |||||||
$100,000 up to $250,000 | 4.00 | % | 4.17 | % | |||||||
$250,000 up to $500,000 | 3.00 | % | 3.09 | % | |||||||
$500,000 up to $1 million | 2.25 | % | 2.30 | % | |||||||
$1,000,000 up to $4,999,999 | None | 1.00 | %* | ||||||||
$5,000,000 up to $9,999,999 | None | 0.50 | %* | ||||||||
$10,000,000 up to $9,999,999,999 | None | 0.25 | %* |
* For investments of $1 million to $4,999,999, the dealer reallowance is 1.00%. For investments of $5 million to $9,999,999, the dealer reallowance is 0.50%. For investments of $10 million and above, the dealer reallowance is 0.25%.
There is no initial sales charge on purchases of Class L shares of International Equity Fund and Growth Fund in the following cases:
• Purchases aggregating $1 million or more;
• Purchases by an employer-sponsored retirement plan under Section 403(b) of the Code that features an employer contribution or "match"; or
• Purchases by an employer-sponsored retirement plan under Section 401(a) of the Code (including a 401(k) plan) with at least 25 eligible employees or that uses the services of a third party administrator that has established an electronic link with the applicable Funds.
However, if such Class L shares are redeemed within 12 months of their purchase, a CDSC (Class L CDSC) will be deducted from the redemption proceeds. During the past 12 months Class L shares were not available to new investors. The Class L CDSC will not apply to redemptions of shares acquired by the reinvestment of dividends or capital gains distributions or redemptions for the purpose of making distributions or loans to Section 401(a) or 403(b)(7) plan participants, and will be waived under certain circumstances described in a Fund's SAI. The Class L CDSC will be equal to 1.0% of the shares' NAV at the time of purchase. Any increase in the share price is not subject to the Class L CDSC. The Class L CDSC is paid to the distributor with respect to expenses incurred in providing distribution-related services to the applicable Funds. To determine whether the Class L CDSC applies to a redemption, the applicable Funds will first redeem shares acq uired by reinvestment of dividends and capital gains distributions, and then will redeem shares in the order in which they were purchased (such that shares held the longest are redeemed first). For purposes of determining how long a purchaser has held shares, all purchases during the month are considered to have been made on the first business day of the month in which the purchase was actually made. The holding period for purposes of determining the applicable Class L CDSC will be calculated from the first day of the month after initial purchase, excluding any time shares were held in a money market fund.
Class M shares of International Equity Fund and Growth Fund are sold at NAV per share without an initial sales charge. However, if Class M shares are redeemed within 7 years of their purchase, a CDSC (Class M CDSC) will be deducted from the redemption proceeds. The Class M CDSC will not apply to redemptions of shares purchased by the reinvestment of dividends or capital gains distributions and may be waived under certain circumstances described below. The charge will be assessed on the shares' NAV at the time of purchase. Any increase in the share price is not subject to the Class M CDSC. The Class M CDSC is paid to the Distributor to reimburse expenses incurred in providing distribution-related services to International Equity Fund and Growth Fund in connection with the sale of its Class M shares. The Distributor has assigned its right to receive any Class M CDSC, as well as any distribution and service fees to certain unrelated parties tha t provides funding for the up-front sales concession payments.
To determine whether the Class M CDSC applies to a redemption, International Equity Fund and Growth Fund will first redeem shares acquired by reinvestment of dividends and capital gains distributions, and then will redeem
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shares in the order in which they were purchased (such that shares held the longest are redeemed first). The amount of the Class M CDSC will depend on the number of years since investment and the amount being redeemed, according to the following schedule:
Redemption During | Class M CDSC (as % of amount subject to charge) | ||||||
1st year after purchase | 6.00 | % | |||||
2nd year after purchase | 5.00 | % | |||||
3rd year after purchase | 4.00 | % | |||||
4th year after purchase | 3.00 | % | |||||
5th year after purchase | 2.00 | % | |||||
6th year after purchase | 2.00 | % | |||||
7th year after purchase | 1.00 | % | |||||
8th year after purchase | None |
For purposes of determining the Class M CDSC, all purchases during the month are considered to have been made on the first business day of the month in which the purchase was actually made. The holding period for purposes of determining the applicable CDSC will be calculated from the first day of the month after initial purchase, excluding any time shares were held in a money market fund.
The Class M CDSC will be waived in the following cases if shares are redeemed and the applicable Fund's transfer agent is notified: (1) redemptions under a Systematic Withdrawal Plan; (2) redemptions to pay premiums for optional insurance; (3) redemptions following death or post-purchase disability (as defined by Section 72(m)(7) of the Code); (4) the portion of a mandated minimum distribution from an IRA, SIMPLE IRA or an individual type 403(b)(7) plan equal to the percentage of your plan assets held in Class M shares of the applicable Fund (any portion greater than mandated minimum distribution would be subject to the Class M CDSC); (5) the portion of any substantially equal periodic payments (as described in Section 72(t) of the Code) equal to the percentage of your plan assets held in Class M shares of the applicable Fund; and (6) the return of excess contributions from an IRA or SIMPLE IRA.
Approximately eight years after the purchase of Class M shares of International Equity Fund or Growth Fund, those shares will automatically convert to Class A shares of that Fund. This conversion feature relieves Class M shareholders of the higher asset-based distribution charge that applies to Class M shares under the Class M 12b-1 Fee described above. The conversion is based on the relative NAV of the classes, and no sales charge is imposed. At the time of conversion, a portion of the Class M shares purchased through the reinvestment of dividends or capital gains (Dividend Shares) will also convert to Class A shares. The portion of Dividend Shares that will convert is determined by the ratio of converting Class M non-Dividend Shares to total Class M non-Dividend Shares.
Class X shares of International Equity Fund and Growth Fund are sold without an initial sales charge, however, if Class X shares are redeemed within 8 years of their purchase (7 years in the case of Class X shares purchased prior to August 19, 1998), a CDSC (Class X CDSC) will be deducted from the redemption proceeds. The Class X CDSC will not apply to redemptions of bonus shares or shares purchased by the reinvestment of dividends or capital gains distributions and may be waived under certain circumstances described below. The Class X CDSC will be assessed on the NAV of the shares at the time of purchase.
For purchases made prior to January 1, 2002, the Class X CDSC will be assessed on the lesser of (i) the original purchase price or (ii) the redemption proceeds. For purchases made after January 1, 2002, the Class X CDSC is calculated using the original purchase price. Any increase in the share price is not subject to the Class X CDSC. The Class X CDSC is paid to the Distributor to reimburse expenses incurred in providing distribution-related services to the Fund in connection with the sale of Class X shares. The Distributor has assigned its right to receive any Class X CDSC, as well as any distribution and service fees to a third party that provides funding for the up-front sales concession payments.
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To determine whether the Class X CDSC applies to a redemption, the applicable Fund first redeems shares not subject to a Class X CDSC (shares acquired by reinvestment of dividends and capital gains distributions, bonus shares, and shares held for over 8 years) and then redeems other shares in the order they were purchased (such that shares held the longest are redeemed first).
The amount of the Class X CDSC will depend on the number of years since investment and the amount being redeemed, according to the following schedule:
Redemption During | Class X CDSC (as % of amount subject to charge) | ||||||
1st year after purchase | 6.00 | % | |||||
2nd year after purchase | 5.00 | % | |||||
3rd year after purchase | 4.00 | % | |||||
4th year after purchase | 4.00 | % | |||||
5th year after purchase | 3.00 | % | |||||
6th year after purchase | 2.00 | % | |||||
7th year after purchase | 2.00 | % | |||||
8th year after purchase | 1.00 | % | |||||
9th or 10th year after purchase | None |
For purposes of determining the Class X CDSC, all purchases are considered to have been made on the first business day of the month in which the purchase was actually made. In the case of Class X shares purchased prior to August 19, 1998, the CDSC imposed will be 6% during the first year after purchase, 5% during the second year, 4% during the third year, 3% during the fourth year, 2% during the fifth and sixth years, 1% during the seventh year, and none thereafter.
The Class X CDSC will be waived in the following cases if shares are redeemed and the transfer agent is notified: (1) redemptions to pay premiums for optional insurance coverage; (2) redemptions following death or post-purchase disability (as defined by Section 72(m)(7) of the Code); (3) the portion of a mandated minimum distribution from an IRA, SIMPLE IRA or an individual type 403(b)(7) plan equal to the percentage of plan assets held in Class X shares of the applicable Fund; (4) the portion of any substantially equal periodic payments (as described in Section 72(t) of the Code) equal to the percentage of plan assets held in Class X shares of the applicable Fund; and (5) the return of excess contributions from an IRA or SIMPLE IRA.
Ten years after the purchase of Class X shares of International Equity Fund or Growth Fund (eight years in the case of Class X shares purchased prior to August 19, 1998), those shares will automatically convert to Class A shares of that Fund. This conversion feature relieves Class X shareholders of the higher asset-based distribution charge that applies to Class X shares under the Class X Distribution and Service Plan described above. The conversion is based on the relative NAV of the two classes, and no sales charge is imposed. At the time of conversion, a portion of the Class X shares purchased through the reinvestment of dividends or capital gains (Dividend Shares) will also convert to Class A shares. The portion of Dividend Shares that will convert is determined by the ratio of converting Class X non-Dividend Shares to total Class X non-Dividend Shares.
The redemption policies for each Fund are identical. Your shares will be sold at the next NAV per share determined after your order to sell is received and you will receive that amount less any applicable CDSC imposed and less such redemption fee or deferred sales charges as may be set by the relevant Fund's Board from time to time. Refer to each Fund's prospectus for more information regarding how to sell shares.
Shares of each Fund may be exchanged for shares of the same class of other funds in the mutual fund complex at NAV per share at the time of exchange without a sales charge. If you exchange such shares for the same class of shares of another Fund, any applicable CDSC and the date for automatic conversion of Class M, Class B, Class F and Class X shares to Class A shares will be calculated based on the date on which you acquired the original shares. After an exchange, at redemption, the CDSC will be calculated from the first day of the month after initial purchase,
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excluding any time shares were held in a money market fund. We may change the terms of any exchange privilege after giving you 60 days' notice. Investors will not receive bonus shares on Class X shares obtained through an exchange. Exchanges of shares involve redemption of the shares of the Fund you own and a purchase of shares of another Fund. Shares are normally redeemed and purchased in the exchange transaction on the business day on which the transfer agent receives an exchange request that is in proper form, if the request is received by the close of the NYSE that day.
You may exchange your Fund shares for shares of any other Fund without a sales charge. If you exchange such shares for shares of another Fund or if you receive International Equity Fund shares in exchange for Target Fund shares pursuant to the Plan, any applicable CDSC and the date for automatic conversion of Class M, Class B, Class F and Class X shares to Class A shares will be calculated based on the date on which you acquired the original shares. After an exchange, at redemption, the CDSC will be calculated from the first day of the month after initial purchase, excluding any time shares were held in a money market fund. We may change the terms of any exchange privilege after giving you 60 days' notice. Investors will not receive bonus shares on Class X shares obtained through an exchange.
Frequent trading of Fund shares in response to short-term fluctuations in the market - also known as "market timing" - may make it very difficult to manage a Fund's investments. When market timing occurs, the Funds may have to sell portfolio securities to have the cash necessary to redeem the market timer's shares. This can happen at a time when it is not advantageous to sell any securities, so the Fund's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because we cannot predict how much cash a Fund will have to invest. When, in the opinion of the Manager, such activity would have a disruptive effect on portfolio management, the Funds reserve the right to refuse purchase orders and exchanges into the Funds by any person, group or commonly controlled account. The decision may be based on dollar amount, volume, or frequency of trading. A Fund will n otify a market timer of a rejection of an exchange or purchase order. No assurance can be given that a Fund's procedures will be effective in limiting the practice of market timing in all cases.
Each Fund will distribute substantially all of its income and capital gains to shareholders each year. Each Fund will declare dividends, if any, annually.
SP Mutual Funds Share Class Designations
Please note that in 2004 SP Mutual Funds renamed Class A and Class B shares, and created two new classes of shares designated Class A and Class B. This means that if, prior to April 12, 2004, you purchased shares of any series of SP Mutual Funds designated as "Class A" or "Class B" at the time of purchase, SP Mutual Funds now refers to your shares as "Class L" and "Class M," respectively. Please be sure to consult information about the appropriate share class when reviewing these materials.
In addition, pursuant to its charter, SP Mutual Funds may issue both "Class X" shares and "New Class X" shares of Growth Fund. The rights and terms of Class X and New Class X shares are almost identical, so for ease of reference, SP Mutual Funds sometimes provides combined expenses, capitalization, financial and other information for "New Class X" and "Class X" and refers to all such shares as "Class X." The principal difference between outstanding shares of the two classes is that Class X shares issued prior to August 17, 1998 are subject to automatic conversion to Class A shares approximately 8 years after purchase, while New Class X shares, meaning Class X shares issued on or after August 17, 1998, are subject to automatic conversion to Class A shares approximately 10 years after purchase. You should be aware that if you hold shares referred to as "Class X," your conversion rights are determined by the date you purchased your shares. If t he Growth Fund Plan is approved, International Equity Fund will issue Class X and New Class X shares with equivalent conversion rights to the respective Class X and New Class X shareholders of Growth Fund, which are sometimes collectively referred as "Class X shares" of International Equity Fund in this Prospectus/Proxy Statement.
33
FEES AND EXPENSES
The following unaudited fee tables provide information about the fees and expenses attributable to each class of shares of each Target Fund and International Equity Fund, and, assuming one or all of the Reorganization had taken place on April 30, 2006, the estimated pro forma annualized fees and expenses attributable to International Equity Fund. Future fees and expenses may be greater or less than those indicated below. The holding period for shares held by investors in the Funds will be counted in computing the holding period of shares subsequently held in International Equity Fund for purposes of determining any applicable CDSCs.
Global Growth Fund Reorganization
Shareholder Fees and Operating Expenses
Class A Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Global Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||||||||
Maximum contingent deferred sales charge (load) | 1.00%2 | 1.00%2 | 1.00%2 | 1.00%2 | |||||||||||||||
Redemption Fee | None | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee7 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Global Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees6 | 0.75 | % | 0.85 | % | 0.79 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees4 | 0.30 | % | 0.30 | % | 0.30 | % | 0.30 | % | |||||||||||
+ Other Expenses | 0.43 | % | 0.33 | % | 0.35 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 1.48 | % | 1.48 | % | 1.44 | % | 1.40 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.05 | )%4 | (0.05 | )%3,4 | (0.05 | )%3,4 | (0.05 | )%4 | |||||||||||
= Net annual fund operating expenses | 1.43 | % | 1.43 | % | 1.39 | % | 1.35 | % |
34
Class B Shares (International Equity Fund only) (for the twelve months ended April 30, 2006)†
† Class B shareholders of Global Growth Fund will receive Class F shares of International Equity Fund upon the closing of the Global Growth Fund Reorganization. Therefore, annual and operating expenses and the pro forma expenses after the Reorganization for the Class B shareholders of Global Growth Fund are provided below with the pro forma expenses for the Class F shares.
Shareholder Fees (fees paid directly from your investment)1
Global Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | N/A | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | N/A | 5.00%5 | 5.00%5 | 5.00%5 | |||||||||||||||
Redemption Fee | N/A | None | None | None | |||||||||||||||
Exchange Fee | N/A | None | None | None | |||||||||||||||
Small balance account fee7 beginning on or about November 17, 2006 | N/A | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Global Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees6 | N/A | 0.85 | % | 0.79 | % | 0.77 | % | ||||||||||||
+ Distribution (12b-1) Fees | N/A | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||||
+ Other Expenses | N/A | 0.33 | % | 0.35 | % | 0.33 | % | ||||||||||||
= Total annual fund operating expenses | N/A | 2.18 | % | 2.14 | % | 2.10 | % | ||||||||||||
– Fee waiver and/or expense reimbursement | N/A | — | 3 | — | 3 | — | 3 | ||||||||||||
= Net annual fund operating expenses | N/A | 2.18 | % | 2.14 | % | 2.10 | % |
35
Class F Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Global Growth Fund (Class B) | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | 5.00%5 | 5.00%5 | 5.00%5 | 5.00%5 | |||||||||||||||
Redemption Fee | None | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee7 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Global Growth Fund (Class B) | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees6 | 0.75 | % | N/A | 0.79 | % | 0.77 | % | ||||||||||||
+ Distribution (12b-1) Fees | 0.75 | % | N/A | 0.75 | % | 0.75 | % | ||||||||||||
+ Other Expenses | 0.43 | % | N/A | 0.35 | % | 0.33 | % | ||||||||||||
= Total annual fund operating expenses | 1.93 | % | N/A | 1.89 | % | 1.85 | % | ||||||||||||
– Fee waiver and/or expense reimbursement | — | N/A | — | 3 | — | 3 | |||||||||||||
= Net annual fund operating expenses | 1.93 | % | N/A | 1.89 | % | 1.85 | % |
36
Class C Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Global Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | 1.00%5 | 1.00%5 | 1.00%5 | 1.00%5 | |||||||||||||||
Redemption Fee | None | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee7 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Global Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees6 | 0.75 | % | 0.85 | % | 0.79 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |||||||||||
+ Other Expenses | 0.43 | % | 0.33 | % | 0.35 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 2.18 | % | 2.18 | % | 2.14 | % | 2.10 | % | |||||||||||
– Fee waiver and/or expense reimbursement | — | — | %3 | — | %3 | — | %3 | ||||||||||||
= Net annual fund operating expenses | 2.18 | % | 2.18 | % | 2.14 | % | 2.10 | % |
37
Class Z Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)
Global Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | None | None | None | None | |||||||||||||||
Redemption Fee | None | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee7 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Global Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Global Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees6 | 0.75 | % | 0.85 | % | 0.79 | % | 0.77 | % | |||||||||||
+ Distribution and Service (12b-1) Fees | None | None | None | None | |||||||||||||||
+ Other Expenses | 0.43 | % | 0.33 | % | 0.35 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 1.18 | % | 1.18 | % | 1.14 | % | 1.10 | % | |||||||||||
– Fee waiver and/or expense reimbursement | — | — | %3 | — | %3 | — | % | ||||||||||||
= Net annual fund operating expenses | 1.18 | % | 1.18 | % | 1.14 | % | 1.10 | % |
* Assuming the relevant Reorganization(s) had taken place on April 30, 2006.
1 Your broker may charge you a separate or additional fee for purchases and sales of shares.
2 Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are not subject to an initial sales charge but are subject to a CDSC of 1% (the CDSC is waived for purchases by certain retirement or benefit plans).
3 The Manager has contractually agreed until February 28, 2007 to reimburse and/or waive fees so that International Equity Fund's operating expenses, exclusive of taxes, interest, brokerage commissions, distribution and service (12b-1) fees and extraordinary expenses does not exceed 1.25% of the Fund's average daily net assets. No fee waiver or expense reimbursement is shown for the Class B, Class F, Class C and Class Z shares because the Fund is currently operating below the expense cap.
4 The Distributor has contractually agreed to reduce its distribution and service (12b-1) fees for Class A shares to 0.25 of 1% of the average daily net assets of the Class A shares of Global Growth Fund and International Equity Fund through February 28, 2007.
5 The CDSC for Class B and Class F shares decreases by 1% annually to 1% in the fifth and sixth years and 0% in the seventh year. Class B shares and Class F automatically convert to Class A shares approximately seven years after purchase. The CDSC for Class C shares is 1% for shares redeemed within 12 months of purchase. No CDSC is charged after these periods.
38
6 Each Fund's management fee schedule includes fee breakpoints which reduce a Fund's effective management fee as Fund assets increase. Changes in Fund assets may result in increases or decreases in the Fund's effective management fee. Global Growth Fund's contractual management fee is .75 of 1% of the average net assets of the Fund up to $1 billion and .70 of 1% of average daily net assets in excess of $1 billion. International Equity Fund's contractual management fee is .85 of 1% of the average daily net assets of the Fund up to and including $300 million, .75 of 1% of the average daily net assets in excess of $300 million up to and including $1.5 billion and .70 of 1% of the average daily net assets over $1.5 billion.
7 Beginning on or about November 17, 2006, if the value of your account is less than $2,500, the Fund will deduct a $15 annual small balance account fee from your account. Thereafter, beginning in 2007, the $15 annual small balance account fee will be assessed during the 4th calendar quarter of each year. Any applicable CDSC on the shares redeemed to pay the $15 small balance account fee will be waived. The $15 small account fee will not be charged on: (i) accounts during the first six months from the inception of the account, (ii) omnibus accounts, (iii) institutional accounts, (iv) group retirement plans, and (v) Automatic Investment Plan accounts or employee savings plan accounts.
Growth Fund Reorganization
Shareholder Fees and Operating Expenses
Class A Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||||||||
Maximum contingent deferred sales charge (load) | 1.00%2 | 1.00%2 | 1.00%2 | 1.00%2 | |||||||||||||||
Redemption Fee | None3 | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee8 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees7 | 1.00 | % | 0.85 | % | 0.85 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees4 | 0.30 | % | 0.30 | % | 0.30 | % | 0.30 | % | |||||||||||
+ Other Expenses | 0.81 | % | 0.33 | % | 0.33 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 2.11 | % | 1.48 | % | 1.48 | % | 1.40 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.26 | )%4,5 | (0.05 | )%4,5 | (0.05 | )%4,5 | (0.05 | )%4,5 | |||||||||||
= Net annual fund operating expenses | 1.85 | % | 1.43 | % | 1.43 | % | 1.35 | % |
39
Class B Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | 5.00%6 | 5.00%6 | 5.00%6 | 5.00%6 | |||||||||||||||
Redemption Fee | None3 | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee8 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees7 | 1.00 | % | 0.85 | % | 0.85 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |||||||||||
+ Other Expenses | 0.81 | % | 0.33 | % | 0.33 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 2.81 | % | 2.18 | % | 2.18 | % | 2.10 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.21 | )%4 | — | 4 | — | 4 | — | 4 | |||||||||||
= Net annual fund operating expenses | 2.60 | % | 2.18 | % | 2.18 | % | 2.10 | % |
40
Class C Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | 1.00%6 | 1.00%6 | 1.00%6 | 1.00%5,6 | |||||||||||||||
Redemption Fee | None3 | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee8 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees7 | 1.00 | % | 0.85 | % | 0.85 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |||||||||||
+ Other Expenses | 0.81 | % | 0.33 | % | 0.33 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 2.81 | % | 2.18 | % | 2.18 | % | 2.10 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.21 | )%4 | — | 4 | — | 4 | — | 4 | |||||||||||
= Net annual fund operating expenses | 2.60 | % | 2.18 | % | 2.18 | % | 2.10 | % |
41
Class L Shares (for the twelve months ended April 30, 2006)**
Shareholder Fees (fees paid directly from your investment)1
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | 5.75% | 5.75% | 5.75% | 5.75% | |||||||||||||||
Maximum contingent deferred sales charge (load) | None2 | None2 | None2 | None2 | |||||||||||||||
Redemption Fee | None3 | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee8 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees7 | 1.00 | % | 0.85 | % | 0.85 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees | 0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % | |||||||||||
+ Other Expenses | 0.81 | % | 0.33 | % | 0.33 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 2.31 | % | 1.68 | % | 1.68 | % | 1.60 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.21 | )%4 | — | 4 | — | 4 | — | 4 | |||||||||||
= Net annual fund operating expenses | 2.10 | % | 1.68 | % | 1.68 | % | 1.60 | % |
42
Class M Shares (for the twelve months ended April 30, 2006)**
Shareholder Fees (fees paid directly from your investment)1
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | 6.00%6 | 6.00%6 | 6.00%6 | 6.00%6 | |||||||||||||||
Redemption Fee | None3 | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee8 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees7 | 1.00 | % | 0.85 | % | 0.85 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |||||||||||
+ Other Expenses | 0.81 | % | 0.33 | % | 0.33 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 2.81 | % | 2.18 | % | 2.18 | % | 2.10 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.21 | )%4 | — | 4 | — | 4 | — | 4 | |||||||||||
= Net annual fund operating expenses | 2.60 | % | 2.18 | % | 2.18 | % | 2.10 | % |
43
Class X Shares (for the twelve months ended April 30, 2006)**
Shareholder Fees (fees paid directly from your investment)1
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | 6.00%6 | 6.00%6 | 6.00%6 | 6.00%6 | |||||||||||||||
Redemption Fee | None3 | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee8 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Growth Fund | International Equity Fund | Pro Forma International Equity Fund After Growth Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees7 | 1.00 | % | 0.85 | % | 0.85 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |||||||||||
+ Other Expenses | 0.81 | % | 0.33 | % | 0.33 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 2.81 | % | 2.18 | % | 2.18 | % | 2.10 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.21 | )%4 | — | 4 | — | 4 | — | 4 | |||||||||||
= Net annual fund operating expenses | 2.60 | % | 2.18 | % | 2.18 | % | 2.10 | % |
* Assuming the relevant Reorganization(s) had taken place on April 30, 2006.
** The Class L, M and X shares of International Equity Fund were not offered as of April 30, 2006 and the operating expenses are estimated based on expenses of the International Equity Fund and the distribution fee applicable to such share class. The fees and expenses for Class Z shares of International Equity Fund are not shown because Growth Fund does not offer Class Z shares.
1 Your broker may charge you a separate or additional fee for purchases and sales of shares.
2 Investors who purchase $1 million or more of Class A shares or Class L shares and sell these shares within 12 months of purchase are not subject to an initial sales charge but are subject to a CDSC of 1% (the CDSC is waived for purchases by certain retirement or benefit plans).
3 A $10 fee may be imposed for wire transfers of redemption proceeds.
4 The Manager has contractually agreed to reimburse and/or waive fees so that Growth Fund's operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees and extraordinary expenses do not exceed 1.60% of Growth Fund's average daily net asset for the twelve month period ending February 28, 2007. The Manager has contractually agreed until February 28, 2007 to reimburse and/or waive fees so that International Equity Fund's operating expenses, exclusive of taxes, interest, brokerage commissions, distribution and service
44
(12b-1) fees and extraordinary expenses does not exceed 1.25% of the Fund's average daily net assets. No fee waiver or expense reimbursement is shown for the Class B and Class C shares of International Equity Fund because the Fund is currently operating below the expense cap.
5 The Distributor has contractually agreed to reduce its distribution and service (12b-1) fees for Class A shares to 0.25 of 1% of the average daily net assets of the Class A shares of Growth Fund and International Equity Fund through February 28, 2007.
6 The CDSC for Class B shares decreases by 1% annually to 1% in the fifth and sixth years and 0% in the seventh year. Class B shares automatically convert to Class A shares approximately seven years after purchase. The CDSC for Class C shares is 1% for shares redeemed within 12 months of purchase. The CDSC for Class M shares decreases by 1% annually to 2% in the fifth and sixth years after purchase, 1% in the seventh year and 0% in the eighth year after purchase. Class M shares convert to Class A shares approximately 8 years after purchase. The CDSC for Class X shares decreases by 1% annually to 2% in the fifth and sixth years after purchase, 1% in the seventh year and 0% in the eight year after purchase. The CDSC for New Class X shares decreases by 1% annually to 4% in the third and fourth years, 3% in the fifth year, 2% in the sixth and seventh years, 1% in the eighth year and 0% in the ninth year after purchase. Class X shar es and New Class X shares convert to Class A shares approximately 8 years and 10 years, respectively, after purchase. No CDSC is charged after these periods.
7 Each Fund's management fee schedule includes fee breakpoints which reduce a Fund's effective management fee as Fund assets increase. Changes in Fund assets may result in increases or decreases in the Fund's effective management fee. Growth Fund's contractual management fee is .75 of 1% of the average net assets of the Fund up to $1 billion and .70 of 1% of average daily net assets in excess of $1 billion. International Equity Fund's contractual management fee is .85 of 1% of the average daily net assets of the Fund up to and including $300 million, .75 of 1% of the average daily net assets in excess of $300 million up to and including $1.5 billion and .70 of 1% of the average daily net assets over $1.5 billion.
8 Beginning on or about November 17, 2006, if the value of your account is less than $2,500, the Fund will deduct a $15 annual small balance account fee from your account. Thereafter, beginning in 2007, the $15 annual small balance account fee will be assessed during the 4th calendar quarter of each year. Any applicable CDSC on the shares redeemed to pay the $15 small balance account fee will be waived. The $15 small account fee will not be charged on: (i) accounts during the first six months from the inception of the account, (ii) omnibus accounts, (iii) institutional accounts, (iv) group retirement plans, and (v) Automatic Investment Plan (AIP) accounts or employee savings plan accounts.
Value Fund Reorganization
Shareholder Fees and Operating Expenses
Class A Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Value Fund | International Equity Fund | Pro Forma International Equity Fund After Value Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||||||||
Maximum contingent deferred sales charge (load) | 1.00%2 | 1.00%2 | 1.00%2 | 1.00%2 | |||||||||||||||
Redemption Fee | None | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee7 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
45
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Value Fund | International Equity Fund | Pro Forma International Equity Fund After Value Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees6 | 1.00 | % | 0.85 | % | 0.80 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees4 | 0.30 | % | 0.30 | % | 0.30 | % | 0.30 | % | |||||||||||
+ Other Expenses | 0.43 | % | 0.33 | % | 0.34 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 1.73 | % | 1.48 | % | 1.44 | % | 1.40 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.12 | )%3,4 | (0.05 | )%3,4 | (0.05 | )%3,4 | (0.05 | )%3,4 | |||||||||||
= Net annual fund operating expenses | 1.61 | % | 1.43 | % | 1.39 | % | 1.35 | % |
Class B Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Value Fund | International Equity Fund | Pro Forma International Equity Fund After Value Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | 5.00%5 | 5.00%5 | 5.00%5 | 5.00%5 | |||||||||||||||
Redemption Fee | None | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee7 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Value Fund | International Equity Fund | Pro Forma International Equity Fund After Value Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees6 | 1.00 | % | 0.85 | % | 0.80 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |||||||||||
+ Other Expenses | 0.43 | % | 0.33 | % | 0.34 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 2.43 | % | 2.18 | % | 2.14 | % | 2.10 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.07 | )%3 | — | 3 | — | 3 | — | 3 | |||||||||||
= Net annual fund operating expenses | 2.36 | % | 2.18 | % | 2.14 | % | 2.10 | % |
46
Class C Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Value Fund | International Equity Fund | Pro Forma International Equity Fund After Value Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | 1.00%5 | 1.00%5 | 1.00%5 | 1.00%5 | |||||||||||||||
Redemption Fee | None | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee7 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Value Fund | International Equity Fund | Pro Forma International Equity Fund After Value Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees6 | 1.00 | % | 0.85 | % | 0.80 | % | 0.77 | % | |||||||||||
+ Distribution (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |||||||||||
+ Other Expenses | 0.43 | % | 0.33 | % | 0.34 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 2.43 | % | 2.18 | % | 2.14 | % | 2.10 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.07 | )%3 | — | 3 | — | 3 | — | 3 | |||||||||||
= Net annual fund operating expenses | 2.36 | % | 2.18 | % | 2.14 | % | 2.10 | % |
Class Z Shares (for the twelve months ended April 30, 2006)
Shareholder Fees (fees paid directly from your investment)1
Value Fund | International Equity Fund | Pro Forma International Equity Fund After Value Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Maximum sales charge (load) on purchases (as % of offering price) | None | None | None | None | |||||||||||||||
Maximum contingent deferred sales charge (load) | None | None | None | None | |||||||||||||||
Redemption Fee | None | None | None | None | |||||||||||||||
Exchange Fee | None | None | None | None | |||||||||||||||
Small balance account fee7 beginning on or about November 17, 2006 | $15 | $15 | $15 | $15 |
47
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Value Fund | International Equity Fund | Pro Forma International Equity Fund After Value Fund Reorganization* | Pro Forma International Equity Fund After All Reorganizations* | ||||||||||||||||
Management Fees6 | 1.00 | % | 0.85 | % | 0.80 | % | 0.77 | % | |||||||||||
+ Distribution and Service (12b-1) Fees | None | None | None | None | |||||||||||||||
+ Other Expenses | 0.43 | % | 0.33 | % | 0.34 | % | 0.33 | % | |||||||||||
= Total annual fund operating expenses | 1.43 | % | 1.18 | % | 1.14 | % | 1.10 | % | |||||||||||
– Fee waiver and/or expense reimbursement | (0.07 | )%3 | — | 3 | — | 3 | — | 3 | |||||||||||
= Net annual fund operating expenses | 1.36 | % | 1.18 | % | 1.14 | % | 1.10 | % |
* Assuming the relevant Reorganization(s) had taken place on April 30, 2006.
1 Your broker may charge you a separate or additional fee for purchases and sales of shares.
2 Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are not subject to an initial sales charge but are subject to a CDSC of 1% (the CDSC is waived for purchases by certain retirement or benefit plans).
3 The Manager has voluntarily agreed to reimburse and/or waive fees so that Value Fund's operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees and extraordinary expenses do not exceed 1.61% of the Value Fund's average daily net asset of the Class A shares. The Manager may terminate the above voluntary agreements at any time without notice to shareholders. The Manager has contractually agreed until February 28, 2007 to reimburse and/or waive fees so that International Equity Fund's operating expenses, exclusive of taxes, interest, brokerage commissions, distribution and service (12b-1) fees and extraordinary expenses does not exceed 1.25% of the Fund's average daily net assets. No fee waiver or expense reimbursement is shown for the Class B, Class C and Class Z shares because the Fund is currently operating below the expense cap.
4 The Distributor has contractually agreed to reduce its distribution and service (12b-1) fees for Class A shares to 0.25 of 1% of the average daily net assets attributable to the Class A shares of Value Fund and International Equity Fund through February 28, 2007.
5 The CDSC for Class B shares decreases by 1% annually to 1% in the fifth and sixth years and 0% in the seventh year. Class B shares automatically convert to Class A shares approximately seven years after purchase. The CDSC for Class C shares is 1% for shares redeemed within 12 months of purchase. No CDSC is charged after these periods.
6 Each Fund's management fee schedule includes fee breakpoints which reduce a Fund's effective management fee as Fund assets increase. Changes in Fund assets may result in increases or decreases in the Fund's effective management fee. The Manager has agreed to reduce Value Fund's management fee rate as a percentage of the Fund's average daily net assets, as follows: 1.00% to $300 million, 0.95% of the next $700 million, and 0.90% on $1 billion and over. International Equity Fund's contractual management fee is .85 of 1% of the average daily net assets of the Fund up to and including $300 million, .75 of 1% of the average daily net assets in excess of $300 million up to and including $1.5 billion and .70 of 1% of the average daily net assets over $1.5 billion.
7 Beginning on or about November 17, 2006, if the value of your account is less than $2,500, the Fund will deduct a $15 annual small balance account fee from your account. Thereafter, beginning in 2007, the $15 annual small balance account fee will be assessed during the 4th calendar quarter of each year. Any applicable CDSC on the shares redeemed to pay the $15 small balance account fee will be waived. The $15 small account fee will not be charged on: (i) accounts during the first six months from the inception of the account, (ii) omnibus accounts, (iii) institutional accounts, (iv) group retirement plans, and (v) Automatic Investment Plan (AIP) accounts or employee savings plan accounts.
48
Expense Examples
These examples are intended to help you compare the cost of investing in each Fund before the relevant Reorganization(s) with the cost of investing in International Equity Fund after consummation of the relevant Reorganization(s). They assume that you invest $10,000 in a Fund for the time periods indicated, that your investment has a 5% return each year and that each Fund's operating expenses remain the same, except for any contractual and service (12b-1) fee waivers and overall expense limitations that may be in effect, which are reflected in the one year period. The Class L, Class M, and Class X shares of International Equity Fund were not offered as of April 30, 2006. The expense examples are estimated based on expenses of International Equity Fund and the distribution fee applicable to such share classes. Approximately seven years after purchase, Class B and Class F shares will automatically convert to Class A shares on a quarterly basis . Approximately eight years after purchase, Class M shares will automatically convert to Class A shares on a quarterly basis. The information in the ten years column reflects such conversions.
Full Redemption – Although your actual costs may be higher or lower, based on the above assumptions you would pay the following expenses if you redeemed your shares at the end of each period:
Class A Shares
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | $ | 688 | $ | 988 | $ | 1,309 | $ | 2,217 | |||||||||||
Growth Fund | 728 | 1,151 | 1,599 | 2,838 | |||||||||||||||
Value Fund | 705 | 1,054 | 1,426 | 2,469 | |||||||||||||||
International Equity Fund | 688 | 988 | 1,309 | 2,217 | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | 684 | 976 | 1,289 | 2,175 | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 688 | 988 | 1,309 | 2,217 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | 684 | 976 | 1,289 | 2,175 | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 680 | 964 | 1,269 | 2,133 |
Class B Shares*
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Growth Fund | $ | 763 | $ | 1,151 | $ | 1,565 | $ | 2,878 | |||||||||||
Value Fund | 739 | 1,051 | 1,389 | 2,507 | |||||||||||||||
International Equity Fund | 721 | 982 | 1,269 | 2,253 | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 721 | 982 | 1,269 | 2,253 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | 717 | 970 | 1,249 | 2,211 | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 713 | 958 | 1,229 | 2,169 |
* Class B shareholders of Global Growth Fund will receive Class F shares of International Equity Fund upon closing of the Reorganization. Therefore, the expenses for the Class B shares of Global Growth Fund are provided below with the expenses for the Class F shares.
49
Class F Shares (Global Growth Fund Only)
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | $ | 696 | $ | 906 | $ | 1,142 | $ | 2,083 | |||||||||||
Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Value Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | 692 | 894 | 1,121 | 2,040 | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 688 | 882 | 1,101 | 2,005 |
Class C Shares
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | $ | 321 | $ | 682 | $ | 1,169 | $ | 2,513 | |||||||||||
Growth Fund | 363 | 851 | 1,465 | 3,123 | |||||||||||||||
Value Fund | 339 | 751 | 1,289 | 2,761 | |||||||||||||||
International Equity Fund | 321 | 682 | 1,169 | 2,513 | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | 317 | 670 | 1,149 | 2,472 | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 321 | 682 | 1,169 | 2,513 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | 317 | 670 | 1,149 | 2,472 | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 313 | 658 | 1,129 | 2,431 |
Class L
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Growth Fund | $ | 776 | $ | 1,236 | $ | 1,721 | $ | 3,053 | |||||||||||
Value Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 736 | 1,074 | 1,435 | 2,448 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 728 | 1,051 | 1,396 | 2,366 |
50
Class M
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Growth Fund | $ | 863 | $ | 1,251 | $ | 1,765 | $ | 3,123 | |||||||||||
Value Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 821 | 1,082 | 1,369 | 2,336 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 813 | 1,058 | 1,329 | 2,252 |
Class X
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Growth Fund | $ | 863 | $ | 1,251 | $ | 1,765 | $ | 3,123 | |||||||||||
Value Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 821 | 1,082 | 1,469 | 2,513 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 813 | 1,058 | 1,429 | 2,431 |
51
Class Z Shares
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | $ | 120 | $ | 375 | $ | 649 | $ | 1,432 | |||||||||||
Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Value Fund | 138 | 446 | 775 | 1,707 | |||||||||||||||
International Equity Fund | 120 | 375 | 649 | 1,432 | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | 120 | 375 | 649 | 1,432 | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | 116 | 362 | 628 | 1,386 | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 112 | 350 | 606 | 1,340 |
No Redemption – Although your actual costs may be higher or lower, you would pay the following expenses on the same investment if you did not redeem your shares at the end of each period:
Class A Shares
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | $ | 688 | $ | 988 | $ | 1,309 | $ | 2,217 | |||||||||||
Growth Fund | 728 | 1,151 | 1,599 | 2,838 | |||||||||||||||
Value Fund | 705 | 1,054 | 1,426 | 2,469 | |||||||||||||||
International Equity Fund | 688 | 988 | 1,309 | 2,217 | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | 684 | 976 | 1,289 | 2,175 | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 688 | 988 | 1,309 | 2,217 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | 684 | 976 | 1,289 | 2,175 | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 680 | 964 | 1,269 | 2,133 |
52
Class B Shares*
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Growth Fund | $ | 263 | $ | 851 | $ | 1,465 | $ | 2,878 | |||||||||||
Value Fund | 239 | 751 | 1,289 | 2,761 | |||||||||||||||
International Equity Fund | 221 | 682 | 1,169 | 2,253 | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 221 | 682 | 1,169 | 2,253 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | 217 | 670 | 1,149 | 2,211 | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 213 | 658 | 1,129 | 2,169 |
* Class B shareholders of Global Growth Fund will receive Class F shares of International Equity Fund upon closing of the Reorganization. Therefore, the expenses for the Class B shares of Global Growth Fund are provided below with the expenses for the Class F shares.
Class F Shares (Global Growth Fund Only)
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | $ | 196 | $ | 606 | $ | 1,042 | $ | 2,083 | |||||||||||
Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Value Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | 192 | 594 | 1,021 | 2,040 | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 188 | 582 | 1,001 | 2,005 |
53
Class C Shares
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | $ | 221 | $ | 682 | $ | 1,169 | $ | 2,513 | |||||||||||
Growth Fund | 263 | 851 | 1,465 | 3,123 | |||||||||||||||
Value Fund | 239 | 751 | 1,289 | 2,761 | |||||||||||||||
International Equity Fund | 221 | 682 | 1,169 | 2,513 | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | 217 | 670 | 1,149 | 2,472 | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 221 | 682 | 1,169 | 2,513 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | 217 | 670 | 1,149 | 2,472 | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 213 | 658 | 1,129 | 2,431 |
Class L
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Growth Fund | $ | 776 | $ | 1,236 | $ | 1,721 | $ | 3,053 | |||||||||||
Value Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 736 | 1,074 | 1,435 | 2,448 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 728 | 1,051 | 1,396 | 2,366 |
Class M
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Growth Fund | $ | 263 | $ | 851 | $ | 1,465 | $ | 2,956 | |||||||||||
Value Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 221 | 682 | 1,169 | 2,336 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 213 | 658 | 1,129 | 2,252 |
54
Class X
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Growth Fund | $ | 263 | $ | 851 | $ | 1,465 | $ | 3,123 | |||||||||||
Value Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 221 | 682 | 1,169 | 2,513 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | N/A | N/A | N/A | N/A | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 213 | 658 | 1,129 | 2,431 |
Class Z Shares
One Year | Three Years | Five Years | Ten Years | ||||||||||||||||
Global Growth Fund | $ | 120 | $ | 375 | $ | 649 | $ | 1,432 | |||||||||||
Growth Fund | N/A | N/A | N/A | N/A | |||||||||||||||
Value Fund | 138 | 446 | 775 | 1,707 | |||||||||||||||
International Equity Fund | 120 | 375 | 649 | 1,432 | |||||||||||||||
International Equity Fund (Pro forma after Global Growth Fund Reorganization only) | 116 | 362 | 628 | 1,386 | |||||||||||||||
International Equity Fund (Pro forma after Growth Fund Reorganization only) | 120 | 375 | 649 | 1,432 | |||||||||||||||
International Equity Fund (Pro forma after Value Fund Reorganization only) | 116 | 362 | 628 | 1,386 | |||||||||||||||
International Equity Fund (Pro forma after all Reorganizations) | 112 | 350 | 606 | 1,340 |
These examples assume that all dividends and other distributions are reinvested and that the percentage amounts listed under "Total annual fund operating expenses" remain the same in the years shown. These examples illustrate the effect of expenses, but are not meant to suggest actual or expected expenses, which may vary. The assumed return of 5% is not a prediction of, and does not represent, actual or expected performance of any fund.
Performance of the Funds
A number of factors – including risk – can affect how each Fund performs. The following bar charts show the performance of Global Growth Fund Fund's Class B shares, Growth Fund's Class L shares, Value Fund's Class Z shares, and International Equity Fund's Class B shares for each full calendar year of the respective Fund's operation. The first table below each bar chart shows each Fund's best and worst performance during the periods included in the bar chart. The second table shows the average annual total returns before taxes for each class of each Fund, as well as the average annual total returns after taxes on distributions and redemptions for Class B shares of Global Growth Fund, Value Fund, and International Equity Fund and for Class L shares of Growth Fund.
This information may help provide an indication of each Fund's risks by showing changes in performance from year to year and by comparing each Fund's performance with that of a broad-based securities index. The average
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annual figures reflect sales charges, the other figures do not, and would be lower if they did. Past performance, before and after taxes, does not mean that a fund will achieve similar results in the future.
No information is provided for the Class F, Class L, Class M, Class X, and New Class X shares of International Equity because such share class is new and no performance information is available for a new share class.
Global Growth Fund
Annual Total Returns* (Class B Shares)
* These annual total returns do not include deductions for sales charges. If the sales charges were included, the annual total returns would be lower than those shown.
BEST QUARTER: 30.90% (4th quarter of 1999) WORST QUARTER: -21.92% (3rd quarter of 2001)
Average Annual Total Returns1 (as of 12/31/05)
ONE YEAR | FIVE YEARS | TEN YEARS | SINCE INCEPTION | ||||||||||||||||
Return Before Taxes | |||||||||||||||||||
Class A shares | 10.07 | % | -0.23 | % | 6.29 | % | 6.78% (since 1-22-90) | ||||||||||||
Class C shares | 14.55 | % | 0.18 | % | 6.12 | % | 6.07% (since 8-1-94) | ||||||||||||
Class Z shares | 16.73 | % | 1.15 | % | N/A | 6.79% (since 3-1-96) | |||||||||||||
Class B Shares | |||||||||||||||||||
Return Before Taxes | 10.84 | % | 0.14 | % | 6.22 | % | 9.69% (since 5-15-84) | ||||||||||||
Return After Taxes on Distributions2 | 10.84 | % | 0.14 | % | 5.02 | % | 8.54% | ||||||||||||
Return After Taxes on Distributions and Sale of Series Shares2,5 | 7.04% | 0.12% | 4.96% | 8.46% | |||||||||||||||
Index (reflects no deduction for fees, expenses or taxes) | |||||||||||||||||||
MSCI World Index3 | 9.49 | % | 2.18 | % | 7.04 | % | 3 | ||||||||||||
Lipper Global Funds Average4 | 10.19 | % | -0.89 | % | 6.47 | % | 4 |
1 The Fund's returns are after deduction of sales charges and expenses. Without the distribution and service (12b-1) fee waiver for Class A shares of 0.05%, the returns for Class A shares would have been lower.
2 After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for
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Class B shares. After-tax returns for other classes will vary due to differing sales charges and expenses. Past performance, before and after taxes, does not mean that the Fund will achieve similar results in the future.
3 The Morgan Stanley Capital International (MSCI) World Index is a weighted, unmanaged index of performance that reflects the stock price movement in securities listed on stock exchanges of the U.S., Europe, Canada, Australia, and the Far East. These returns do not include the effect of any sales charges or operating expenses of a mutual fund or taxes. These returns would be lower if they included the effect of sales charges and operating expenses and taxes. MSCI World Index returns since the inception of each class are 7.13% for Class A, 11.46% for Class B, 7.86% for Class C and 6.90% for Class Z shares. Source: Lipper, Inc.
4 The Lipper Global Funds Average is based on the average return of all mutual funds in the Lipper Global Large-Cap Growth Funds category and does not include the effect of any sales charges or operating expenses of a mutual fund or taxes. Again, these returns would be lower if they included the effect of sales charges and operating expenses and taxes. Lipper returns since the inception of each class are 7.07% for Class A, 9.84% for Class B, 6.93% for Class C and 6.11% for Class Z shares. Source: Lipper, Inc.
5 The "Return After Taxes on Distributions and Sale of Fund Shares" may be higher than certain return figures because when a capital loss occurs upon the redemption of Fund shares, a tax deduction is provided that benefits the investor.
Growth Fund
Annual Total Returns* (Class L Shares)
* These annual total returns do not include deductions for sales charges. If the sales charges were included, the annual total returns would be lower than those shown.
BEST QUARTER: 55.63% (4th quarter of 1999) WORST QUARTER: -21.42% (3rd quarter of 2001)
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Average Annual Total Returns For periods ended December 31, 2005
ONE YEAR | FIVE YEARS | SINCE INCEPTION* | |||||||||||||
Class L | |||||||||||||||
Return Before Taxes | 9.37 | % | -0.47 | % | 5.11 | % | |||||||||
Return After Taxes on Distributions | 9.55 | % | -0.51 | % | 4.89 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | 6.27% | -0.41% | 4.31% | ||||||||||||
Class A | |||||||||||||||
Return Before Taxes | 9.90 | % | NA | 10.76 | % | ||||||||||
Class B | |||||||||||||||
Return Before Taxes | 10.45 | % | NA | 11.43 | % | ||||||||||
Class M | |||||||||||||||
Return Before Taxes | 9.46 | % | -0.22 | % | 5.35 | % | |||||||||
Class C | |||||||||||||||
Return Before Taxes | 14.50 | % | 0.21 | % | 5.39 | % | |||||||||
Class X | |||||||||||||||
Return Before Taxes | 9.45 | % | -0.39 | % | 5.28 | % | |||||||||
Index | |||||||||||||||
Morgan Stanley Capital International (MSCI) EAFE Index | 13.54% | 4.55% | 6.33% | ||||||||||||
Lipper International Multi-Cap Growth Funds Avg. | 15.27% | 2.46% | 5.97% |
* Inception date: December 31, 1997. Prior to April 12, 2004, Class L and Class M shares were known as Class A and Class B shares, respectively.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. During periods of negative NAV performance, the after-tax returns assume the investor receives a write-off at the historical highest individual federal marginal income rate. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class L shares. After-tax returns for other classes will vary due to differing sales charges and expenses. Past performance, before and after taxes, does not mean that the Fund will achieve similar results in the future.
Part of the historical performance of the Growth Fund is due to purchases of securities sold in Initial Public Offerings (IPOs) that materially affected the performance of the Fund. The effect of IPOs on the Growth Fund's performance depends on a variety of factors including the number of IPOs that the Fund invests in, whether and to what extent a security purchased in an IPO appreciates in value, and the asset base of the Fund. Although Funds may purchase IPOs, not all such purchases may materially affect performance. There is no guarantee that the Growth Fund's investments in IPOs, if any, will continue to have a similar impact on the Fund's performance.
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Value Fund
Annual Total Returns (Class Z shares)1
1 These annual total returns do not include sales charges. If sales charges were included, the annual total returns would be lower than those shown.
BEST QUARTER: 19.76% (2nd quarter of 2003) WORST QUARTER: -21.61% (3rd quarter of 2002)
Average Annual Returns1 (as of 12/31/05)
ONE YEAR | FIVE YEARS | TEN YEARS | SINCE INCEPTION | ||||||||||||||||
Return Before Taxes | |||||||||||||||||||
Class A shares | 9.09 | % | 0.99 | % | N/A | 5.71% (since 9-23-96) | |||||||||||||
Class B shares | 9.56 | % | 1.16 | % | N/A | 5.55% (since 9-23-96) | |||||||||||||
Class C shares | 13.60 | % | 1.37 | % | N/A | 5.56% (since 9-23-96) | |||||||||||||
Class Z Shares | |||||||||||||||||||
Return Before Taxes | 15.75 | % | 2.39 | % | 7.15 | % | 9.18% (since 11-5-92) | ||||||||||||
Return After Taxes on Distributions2 | 14.52 | % | 1.88 | % | 6.38 | % | 8.42% (since 11-5-92) | ||||||||||||
Return After Taxes on Distributions and Sales of Fund Shares2,5 | 10.54% | 1.82% | 5.90% | 7.81% (since 11-5-92) | |||||||||||||||
Index (reflects no deduction for fees, expenses or taxes) | |||||||||||||||||||
MSCI EAFE Index3 | 13.54 | % | 4.55 | % | 6.33 | % | 3 | ||||||||||||
Lipper International Large-Cap Core Fund Average4 | 14.87 | % | 4.57 | % | 7.55 | % | 4 |
1 The Value Fund's returns are after deduction of sales charges and expenses. Without the distribution and service (12b-1) fee waiver for Class A shares of 0.05% and the voluntary undertaking by the Manager to reimburse the Value Fund in order to limit operating expenses (including interest, taxes, and brokerage commissions) to 1.61% of the average daily net assets of the Class A shares, the returns for Class A shares would have been lower.
2 After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Series shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class Z shares. After-tax returns for other classes will vary due to differing sales charges and expenses. Past performance, before and after taxes, does not mean that the Series will achieve similar results in the future.
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3 The Morgan Stanley Capital International (MCSI) EAFE® Index is a weighted, unmanaged index of performance that reflects stock price movements in Europe, Australia and the Far East. These returns do not include the effect of any sales charges or operating expenses or taxes. These returns would be lower if they included the effect of sales charges and operating expenses and taxes. MSCI EAFE® Index returns since inception of each class are 5.83% for Class A, 5.83% for Class B, 5.83% for Class C and 8.26% for Class Z shares. Source: Lipper, Inc.
4 The Lipper International Large-Cap Core Funds Average (Lipper Average) represents returns based on an average return of all funds in the Lipper International Large-Cap Core Funds category. Funds in the Lipper Average invest at least 75% of their equity assets in companies strictly outside of the United States with market capitalizations (on a three-year weighted basis) greater than the 250th largest company in the S&P/Citigroup World ex-U.S. Broad Market Index. Large-cap core funds typically have an average price-to-cash flow ratio, price-to-book ratio, and three-year sales-per-share growth value compared with the S&P/Citigroup World ex-U.S. BMI. These returns would be lower if they included the effect of sales charges and operating expenses and taxes. Lipper returns since the inception of each class are 5.76% for Class A, 5.76% for Class B, 5.76% for Class C and 8.65% for Class Z shares. Source: Lipper, Inc.
5 The "Return After Taxes on Distributions and Sale of Value Fund Shares" may be higher than certain return figures because when a capital loss occurs upon the redemption of Series shares, a tax deduction is provided that benefits the investor.
International Equity Fund
Annual Total Returns* (Class B Shares)
* These annual total returns do not include sales charges. If sales charges were included, the annual total returns would be lower than those shown. In reviewing these returns, investors should note that prior to December 8, 2003, the Fund was subadvised by Jennison Associates LLC utilizing a growth style of investing.
BEST QUARTER: 20.78% (2nd quarter of 2003) WORST QUARTER: -24.41% (3rd quarter of 2001)
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Average Annual Returns1 (as of 12/31/05)
ONE YEAR | FIVE YEARS | SINCE INCEPTION (3-1-00) | |||||||||||||
Return Before Taxes | |||||||||||||||
Class A shares | 6.94 | % | -0.85 | % | -6.18 | % | |||||||||
Class C shares | 11.28 | % | -0.48 | % | -6.00 | % | |||||||||
Class Z shares | 13.44 | % | 0.50 | % | -5.07 | % | |||||||||
Class B Shares | |||||||||||||||
Return Before Taxes | 7.28 | % | -0.68 | % | -6.16 | % | |||||||||
Return After Taxes on Distributions2 | 7.28 | % | -0.69 | % | -6.17 | % | |||||||||
Return After Taxes on Distributions and Sales of Series Shares2,5 | 4.73% | -0.58% | -5.10% | ||||||||||||
Index (reflects no deduction for fees, expenses or taxes) | |||||||||||||||
MSCI EAFE® Index3 | 13.54 | % | 4.55 | % | 3 | ||||||||||
Lipper Average4 | 15.27 | % | 2.46 | % | 4 |
1 The Fund's returns are after deduction of sales charges and expenses. Without the distribution and service (12b-1) fee waiver for Class A shares of 0.05%, the returns for Class A shares would have been lower. In reviewing these returns, investors should note that prior to December 8, 2003, the Fund was subadvised by Jennison Associates LLC utilizing a growth style of investing.
2 After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class B shares. After-tax returns for other classes will vary due to differing sales charges and expenses. Past performance, before and after taxes, does not mean that the Fund will achieve similar results in the future.
3 The Morgan Stanley Capital International (MSCI) EAFE® Index is an unmanaged, weighted index of performance that reflects stock price movements in Europe, Australasia, and the Far East. These returns do not include the effect of any sales charges or operating expenses of a mutual fund or taxes. These returns would be lower if they included the effect of sales charges and operating expenses and taxes. MSCI EAFE® Index return since the inception of each class is 1.89%. Source: Lipper, Inc.
4 The Lipper Average is based on the average return of all mutual funds in the Lipper International Multi-Cap Growth Funds category and does not include the effect of any sales charges or operating expenses of a mutual fund or taxes. These returns would be lower if they included the effect of sales charges and operating expenses and taxes. Lipper return since the inception of each class is -2.88%. Source: Lipper, Inc.
5 The "Return After Taxes on Distributions and Sale of Series Shares" may be higher than certain return figures because when a capital loss occurs upon the redemption of Fund shares, a tax deduction is provided that benefits the investor.
Class A shares are subject to a maximum front-end sales charge of 5.50%. Under certain circumstances, Class A shares are subject to a contingent deferred sales charge (CDSC) of 1%. Class B and Class C shares are subject to a maximum CDSC of 5% and 1%, respectively. Class Z shares are not subject to a sales charge.
Investors cannot invest directly in an index. The returns for the indexes referenced in the above tables would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes. Returns for the Lipper averages referenced in the above tables reflect the deduction of operating expenses of a mutual fund, but not sales charges or taxes.
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REASONS FOR THE REORGANIZATIONS
The Boards of Directors of World Fund and SP Mutual Funds, including all of the directors who are not "interested persons," as defined in the 1940 Act, of World Fund and SP Mutual Funds (the "Independent Directors"), have unanimously determined that each Reorganization would be in the best interests of the shareholders of the relevant Funds, and that the interests of the shareholders of the relevant Funds would not be diluted as a result of consummation of the relevant Reorganization(s).
At a meeting held on July 19, 2006, the Manager advised the directors that, as of May 31, 2006, Growth Fund had net assets of approximately $257 million, Value Fund had net assets of $275 million, while International Equity Fund had assets of approximately $339 million at that date. The Managers also noted the Board of World Fund also recently approved the Reorganization of Global Growth Fund into International Equity Fund. As of April 30, 2006, Global Growth Fund had net assets of approximately $420 million. Accordingly, by merging the Target Funds with International Equity Fund, shareholders would enjoy a greater asset base over which fund expenses may be spread.
In addition, the Manager advised the directors that although Global Growth Fund had a lower net and gross expense ratio than International Equity Fund based on average net assets for the fiscal year ended October 31, 2005, International Equity Fund had lower net and gross expense ratios as of October 31, 2005 based on net assets as of October 31, 2005. As of February 15, 2005, the Manager contractually agreed (until February 28, 2007) to cap International Equity Fund's expenses so that net expenses do not exceed 1.25% (exclusive of Rule 12b-1 fees and certain other expenses). As a result of the expense cap being implemented during the a few months after International Equity Fund's fiscal year end of October 31, 2005, net total expenses for this Fund reflect several months of operations without cap (November 1, 2004 to February 14, 2005). More recent expense estimates for International Equity Fund indicate that it is currently operating below the expense cap. Further, pro forma expenses using October 31, 2005 net assets (point in time, as opposed to average net assets) are estimated at 1.16% (operating below the expense cap). As such, completion of the Reorganization should result in a reduced net and gross operating expense ratios for Global Growth Fund shareholders. The directors considered the Manager's advice that if the Plan is approved, Global Growth Fund shareholders should realize an immediate reduction in the gross annual operating expenses paid on their investment for all share classes although there can be no assurance that operational savings will be realized. The Manager noted that since International Equity Fund's Class B shares have a higher 12b-1 fee (1.00%) than Global Growth Fund's Class B shares (0.75%), International Equity Fund would create Class F shares that have the same Rule 12b-1 fees as Global Growth Fund's Class B shares and that Global Growth Fund's Class B shareholders would receive the Class F shares upon the closi ng of the Reorganization. The Manager also advised the directors that based on average annualized assets as of April 30, 2006, Growth Fund and Value Fund had higher gross and net expense ratios than International Equity Fund. The directors considered the Manager's advice that if one or both of these Reorganizations are approved, shareholders of Growth Fund and Value Fund, as applicable, regardless of the class of shares they own, should realize an immediate reduction in both the net annual operating expenses and gross annual operating expenses (including and excluding any waivers or reimbursements) paid on their investment, although there can be no assurance that operational savings will be realized. The Manager also explained that shareholders of International Equity Fund are also expected to experience lower gross and net expenses as a result one or more of the Reorganizations. The directors also noted the estimated costs associated with the Reorganizations will be paid by the Target Funds and the Manager or its affiliates.
In recommending approval of the Plan, the Manager advised the directors that the primary investment objective for each Fund is long-term growth of capital. Global Growth Fund has a secondary objective of seeking income, while International Equity Fund, Growth Fund, and Value Fund do not have a investment secondary objective. The Funds also have substantially similar investment policies. The directors also noted that the Funds investment portfolios were similar (except with respect to investments in U.S. securities). The directors were also advised that International Equity Fund under QMA had better investment performance than Global Growth Fund for the same period. In recommending approval of the Reorganizations, the Manager advised the directors that performance of International Equity Fund is stronger than that of the Value Fund over the past three months, and 3-and 5-year time periods and stronger than the Growth Fund over the past three months, and one-, 3- and 5-year time periods.
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The directors, including a majority of Independent Directors, after considering the matter, unanimously concluded that the interests of Target Fund shareholders and International Equity Fund shareholders would not be diluted as a result of consummation of one or all of the Reorganizations and that, for the following reasons, consummation of one or all of the Reorganizations is in the best interests of the shareholders of each Target Fund and International Equity Fund:
• The Funds have identical primary investment objectives, although Global Growth Fund has a secondary objective of income;
• The Funds have substantially similar investment policies and restrictions;
• Target Fund shareholders are expected to realize a reduction in both net and gross operating expense ratios as result of the consummation of one or more of the Reorganizations;
• Although International Equity Fund is smaller than Global Growth Fund and not substantially larger than Growth Fund or Value Funds, the Manager believes that International Equity Fund's international core strategy, as opposed to the more targeted global growth strategy of Global Growth Fund and the more targeted international growth and value strategies of Growth Fund and Value Fund, is more likely to attract and maintain an economically viable asset level after the consummation of one or more of the Reorganizations. Thus, the Boards determined that none of the Target Funds are expected in the future to achieve satisfactory asset growth, whereas International Equity Fund is expected to achieve satisfactory asset growth; and
• Shareholders of each Fund could benefit from the long-term economies of scale that may result from consummation of one or both of the Reorganizations.
The Boards also considered that, in the opinion of special tax counsel to World Fund and SP Mutual Funds, the exchange of shares pursuant to the Plan would not result in taxable gain or loss for U.S. federal income tax purposes for shareholders of any Target Fund.
Consequently, the Boards of World Fund and SP Mutual Funds approved the Plan and recommended that all Target Fund shareholders of vote to approve the Plan.
For the reasons discussed above, the Boards of Directors of SP Mutual Funds and World Fund unanimously recommend that you vote FOR the Plan.
If shareholders of one or all of the Target Funds do not approve the Plan, the relevant Board will consider other possible courses of action for such Target Fund, including, among others, consolidation of the Target Fund with one or more affiliated or unaffiliated funds other than International Equity Fund, adding one or more new subadvisers or replacing the current subadviser with one or more subadvisers. In the event that the shareholders of a Target Fund do not approve the Plan, the Manager may consider recommending to the relevant Board and shareholders the liquidation of that Target Fund in light of its past and anticipated future inability to attract sufficient assets to support long-term viability. A liquidation of a Target Fund would result in taxable gains or losses for most shareholders of that Target Fund.
INFORMATION ABOUT THE REORGANIZATIONS
This is only a summary of the Plans. You should read the forms of the Plan attached hereto.
Closing
If a Target Fund's shareholders approve the Plan, the relevant Reorganization will take place after various conditions are satisfied by SP Mutual Funds, on behalf of Growth Fund, and World Fund, on behalf of Global Growth Fund, Value Fund, and International Equity Fund, including the preparation of certain documents. Each of SP Mutual Funds and World Fund will determine a specific date for each Reorganization to take place. This is called the "closing date." If shareholders of a Target Fund do not approve the Plan, the Reorganization with respect to that Fund will not take place and the Boards of Directors of SP Mutual Funds and World Fund will consider alternative courses of actions, as described above. Shareholder approval of one Reorganization is not contingent upon, and will
63
not affect, shareholder approval of any of the other Reorganization. In addition, completion of one Reorganization is not contingent upon, and will not affect, completion of any of the other Reorganization.
If a Target Fund's shareholders approve the Plan, SP Mutual Funds and/or World Fund, on behalf of the relevant Target Fund, will deliver to International Equity Fund all of such Target Fund's assets and International Equity Fund will assume all of the liabilities of such Target Fund on the closing date. World Fund will issue to SP Mutual Funds and/or World Fund, for the benefit of the relevant Target Fund, shares of International Equity Fund of a value equal to the dollar value of the net assets delivered to International Equity Fund. SP Mutual Funds and/or World Fund will then distribute to the shareholders of record of the relevant Target Fund as of the close of business on the closing date, International Equity Fund shares in equivalent value and of equivalent class as such shareholder holds in the relevant Target Fund (except that Class B shareholders of Global Growth Fund would receive Class F shares of International Equity Fund). The r elevant Target Fund will be subsequently liquidated and terminated and International Equity Fund will be the surviving fund. The stock transfer books of the relevant Target Fund will be permanently closed on the closing date. Requests to transfer or redeem assets allocated to the relevant Target Fund may be submitted at any time before the close of the NYSE on the closing date and requests that are received in proper form prior to that time will be effected prior to the closing date.
To the extent permitted by law, SP Mutual Funds and World Fund may amend the Plan without shareholder approval. SP Mutual Funds and World Fund may also agree to terminate and abandon one or all of the Reorganizations at any time before or, to the extent permitted by law, after the approval by shareholders of one or all of the Target Funds.
Expenses Resulting from the Reorganizations
The expenses resulting from the Global Growth Fund Reorganization, including proxy solicitation costs, will be paid pro rata based on assets by Global Growth Fund and International Equity Fund. The portfolio securities of the Global Growth Fund will be transferred in-kind to the International Equity Fund. Accordingly, consummation of the relevant Reorganization is expected to entail little or no expenses in connection with portfolio restructuring. The Reorganization costs attributable to Global Growth Fund and International Equity Fund are currently estimated to be approximately $378,000 and $262,000, respectively, including approximately $89,600 (for Global Growth Fund) and $70,400 (for International Equity Fund) in estimated proxy solicitation costs. The expenses resulting from the Growth Fund and Value Fund Reorganizations, including proxy solicitation costs, will be paid by the Manager and/or an affiliate and Growth Fund and Value Fund. The portfolio securities of Growth Fund and Value Fund will be transferred in-kind to International Equity Fund. Accordingly, consummation of the relevant Reorganization(s) is expected to entail little or no expenses in connection with portfolio restructuring. The total estimated Reorganization costs attributable to Growth Fund and Value Fund are approximately $532,000 and $315,000, respectively, including approximately $303,000 (for Growth Fund) and $220,000 (for Value Fund) in estimated proxy solicitation costs, and the Manager and/or an affiliate will pay any such costs.
Tax Consequences of the Reorganizations
The consummation of each Reorganization is intended to qualify for U.S. federal income tax purposes as a tax-free reorganization under the Code. It is a condition to the obligation of SP Mutual Funds and World Fund, as applicable, to complete the relevant Reorganization that SP Mutual Funds and World Fund, as applicable, will have received an opinion from Shearman & Sterling LLP, based upon representations made by SP Mutual Funds and World Fund, as applicable, and upon certain assumptions, substantially to the effect that:
1. The acquisition by International Equity Fund of the assets of the Target Fund in exchange solely for voting shares of International Equity Fund and the assumption by International Equity Fund of the liabilities, if any, of such Target Fund, followed by the distribution of International Equity Fund shares received by such Target Fund pro rata to its shareholders, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and International Equity Fund and such Target Fund each will be a "party to a reorganization" within the meaning of Section 368(b) of the Code;
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2. The shareholders of such Target Fund will not recognize gain or loss upon the exchange of all of their shares of that Target Fund solely for shares of International Equity Fund, as described in this Prospectus/Proxy Statement and in the Plan;
3. No gain or loss will be recognized by such Target Fund upon the transfer of its assets to International Equity Fund in exchange solely for voting shares of International Equity Fund and the assumption by International Equity Fund of the liabilities, if any, of that Target Fund. In addition, no gain or loss will be recognized by such Target Fund on the distribution of such shares to the shareholders of that Target Fund (in liquidation of that Target Fund);
4. No gain or loss will be recognized by International Equity Fund upon the acquisition of the assets of such Target Fund in exchange solely for voting shares of International Equity Fund and the assumption of the liabilities, if any, of such Target Fund;
5. International Equity Fund's tax basis for the assets acquired from such Target Fund will be the same as the tax basis of these assets when held by that Target Fund immediately before the transfer, and the holding period of such assets acquired by International Equity Fund will include the holding period of such assets when held by that Target Fund;
6. Such Target Fund's shareholders' tax basis for the shares of International Equity Fund received by them pursuant to the reorganization will be the same as their tax basis in such Target Fund shares exchanged therefor; and
7. The holding period of International Equity Fund shares received by the shareholders of such Target Fund will include the holding period of their Target Fund shares exchanged therefor, provided such Target Fund shares were held as capital assets on the date of the exchange.
An opinion of counsel is not binding on the Internal Revenue Service, or the courts. If a Reorganization is consummated but fails to qualify as a "reorganization" within the meaning of Section 368(a) of the Code, the Reorganization would be treated as a taxable sale of assets by the Target Fund to International Equity Fund followed by a taxable liquidation of the Target Fund, and the shareholders of the Target Fund would recognize taxable gains or losses equal to the difference between their adjusted tax basis in the shares of the Target Fund and the fair market value of the shares of International Equity Fund received in exchange therefor. Global Growth Fund has a capital loss carryforward as of October 31, 2005 of approximately $112,704,000. Growth Fund has a capital loss carryforward as of October 31, 2005 of approximately $158,827,000. Value Fund has a capital loss carryforward as of October 31, 2005 of approximately $15,418,000. Interna tional Equity Fund has a capital loss carryforward as of October 31, 2005 of approximately $167,990,000. In a tax-free reorganization, the acquiring fund generally succeeds to capital loss carryforwards of the target fund on the transfer date pursuant to Section 381 of the Code. There are several rules that may limit the ability of the acquiring fund to utilize the capital loss carryforwards of the target fund after the transfer date. Section 381 limits the amount of gain of the acquiring fund that can be offset by the capital loss carryforwards of the target fund in the first taxable year ending after the reorganization. A second rule (pursuant to Sections 382 and 383 of the Code) limits the amount of capital gain of the acquiring fund that may be offset annually by the capital loss carryforwards of the funds participating in the tax-free reorganization (including the acquiring fund itself where there is a more-than-50-percentage-point change in the ownership of such acquiring fund) (each, a Loss Fund). If there is a more-than-50-percentage-point change in the ownership of a Loss Fund (i.e., the shareholders of the Loss Fund own less than 50% of the stock of the surviving entity in the Reorganizations), the acquiring fund's annual usage of the capital loss carryforwards of the Loss Fund is limited, in general, to the value of the equity of such Loss Funds immediately before the reorganization multiplied by the applicable long-term tax-exempt bond rate (as published by the IRS). Accordingly, the usage of the capital loss carryforwards of the Value Fund and the Growth Fund will be subject to limitation upon their respective Reorganization and the usage of the capital loss carryforwards of the Global Growth Fund will be subject to limitation if the shareholders of the Global Growth Fund own less than 50% of the stock of the International Equity Fund as a result of the Reorganizations. In addition, if the Global Growth Fund Reorganization takes place and/or the Value Fund and the Growth Fund Reorganizations both o ccur, the usage of the capital loss carryforwards of the International Equity Fund will be subject to limitation. Additional rules may apply, further limiting the utilization of the capital loss. Target Fund
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shareholders should consult their tax advisers regarding the tax consequences to them of the relevant Reorganization in light of their individual circumstances. In addition, because the foregoing discussion relates only to the U.S. federal income tax consequences of the Reorganizations, shareholders also should consult their tax advisers as to state, local and foreign tax consequences to them, if any, of the relevant Reorganization.
Characteristics of International Equity Fund Shares
International Equity Fund was formed as a series of shares of stock of World Fund in Maryland on December 2, 1999. It is registered with the SEC as an open-end management investment company. World Fund is authorized to issue 1.5 billion shares of common stock, par value $0.01 per share, which is currently divided into three series. Each series is divided into four classes, designated Class A, Class B, Class C and Class Z shares.
Each class of shares represents an interest in the same assets of International Equity Fund and is identical in all respects except that:
• each class is subject to different sales charges and distribution or service fees (12b-1 fees) (except for Class Z shares, which are not subject to any sales charges and distribution or service fees), which may affect net asset value, dividends and liquidation rights;
• each class has exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and has separate voting rights on any matter submitted to shareholders in which the interests of that class differ from the interests of any other class;
• each class has a different exchange privilege;
• Class Z shares are only available to a limited class of shareholders; and
• Class B, shares will have a conversion feature whereby Class B shares will automatically convert to Class A shares at the end of seven years (Class B shares), after the original purchase of shares.
Shares of International Equity Fund, when issued, are fully paid, nonassessable, fully transferable and redeemable at the option of the holder. Except for the conversion feature described above, there are no conversion, preemptive or other subscription rights. In the event of liquidation, each share of International Equity Fund is entitled to its portion of all of that Fund's assets after all debt and expenses of the Fund have been paid. Since Class B and Class C shares generally bear higher distribution expenses than Class A and Class Z shares, the liquidation proceeds to shareholders of those classes are likely to be lower than to Class A shareholders, whose distribution expenses are lower and to Class Z shareholders, whose shares are not subject to any distribution or service fees. The voting and dividend rights, the right of redemption and the privilege of exchange are described in International Equity Fund's prospectus.
International Equity Fund does not intend to hold annual meetings of shareholders. There will normally be no meetings of shareholders for the purpose of electing directors unless less than a majority of the directors holding office have been elected by shareholders, and the 1940 Act requires a meeting of shareholders, at which time the directors then in office will call a shareholder meeting for the election of directors. Shareholders of record of two-thirds of the outstanding shares of International Equity Fund may remove a director, with or without cause, by votes cast in person or by proxy at a meeting called for that purpose. The directors are required to call a meeting of shareholders for the purpose of voting upon the question of removal of any director, or to transact any other business, when requested in writing to do so by the shareholders of record holding at least a majority of International Equity Fund's outstanding shares.
Shares of International Equity Fund that will be distributed to shareholders of Global Growth Fund will have the same legal characteristics as the shares of Global Growth Fund with respect to such matters as assessibility, conversion rights, and transferability.
If the Reorganization is approved with respect to Global Growth Fund, International Equity Fund will authorize and issue one additional class of shares to be designated "Class F" that will have distribution and redemption fees equivalent to the Class B of Global Growth Fund. If the Reorganization relating to Growth Fund is approved, International Equity Fund will authorize and issue four additional classes of shares that will be equivalent to Class L, Class M, Class X and New Class X shares of Growth Fund.
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Capitalization
The following tables set forth, as of April 30, 2006, the capitalization of each share class of: (i) International Equity Fund; (ii) Global Growth Fund; (iii) the pro forma International Equity Fund as adjusted to give effect to the Global Growth Fund Reorganization; (iv) Growth Fund; (v) the pro forma International Equity Fund as adjusted to give effect to the Growth Fund Reorganization; (vi) Value Fund; (vii) the pro forma International Equity Fund as adjusted to give effect to the Value Fund Reorganization; and (viii) the pro forma International Equity Fund as adjusted to give effect to each of the Global Growth Fund Reorganization, the Growth Fund Reorganization, and the Value Fund Reorganization. The Class L, Class M, and Class X shares of International Equity Fund were not offered as of April 30, 2006. The capitalization of International Equity Fund is likely to be different than the pro forma indicated below when one or all of the Reo rganizations are consummated.
Global Growth Fund Reorganization
Class A
Global Growth Fund | International Equity Fund | Adjustments | Pro Forma International Equity after Global Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 355,654,483 | $ | 55,981,596 | N/A | $ | 411,636,079 | ||||||||||||
Total shares outstanding | 19,199,727 | 6,735,056 | 23,600,245 | 49,535,028 | |||||||||||||||
Net asset value per share | $ | 18.52 | $ | 8.31 | N/A | $ | 8.31 |
Class B (International Equity only)
Global Growth Fund* | International Equity Fund | Adjustments | Pro Forma International Equity after Global Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | N/A | $ | 48,211,478 | N/A | $ | 48,211,478 | |||||||||||||
Total shares outstanding | N/A | 6,004,071 | N/A | 6,004,071 | |||||||||||||||
Net asset value per share | N/A | $ | 8.03 | N/A | $ | 8.03 |
* Class B shareholders of Global Growth Fund will receive Class F shares of International Equity Fund upon closing of the Reorganization. Therefore, the capitalization information for the Class B shares of Global Growth Fund is provided below with the capitalization for the Class F shares of International Equity Fund.
Class F
Global Growth Fund (Class B) | International Equity Fund | Adjustments* | Pro Forma International Equity after Global Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 50,336,961 | N/A | N/A | $ | 50,336,961 | |||||||||||||
Total shares outstanding | 3,020,832 | N/A | 3,247,781 | 6,268,613 | |||||||||||||||
Net asset value per share | $ | 16.66 | N/A | N/A | $ | 8.03 |
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Class C
Global Growth Fund | International Equity Fund | Adjustments | Pro Forma International Equity after Global Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 13,739,881 | $ | 14,670,834 | N/A | $ | 28,410,715 | ||||||||||||
Total shares outstanding | 832,427 | 1,827,433 | 878,212 | 3,538,072 | |||||||||||||||
Net asset value per share | $ | 16.51 | $ | 8.03 | N/A | $ | 8.03 |
Class Z
Global Growth Fund | International Equity Fund | Adjustments | Pro Forma International Equity after Global Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 15,925,657 | $ | 233,605,967 | N/A | $ | 249,531,624 | ||||||||||||
Total shares outstanding | 847,734 | 27,871,456 | 1,057,853 | 29,777,043 | |||||||||||||||
Net asset value per share | $ | 18.79 | $ | 8.38 | N/A | $ | 8.38 |
Growth Fund Reorganization
Class A
Growth Fund | International Equity Fund | Adjustments* | Pro Forma International Equity Fund after Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 24,357,549 | $ | 55,981,596 | N/A | $ | 80,339,145 | ||||||||||||
Total shares outstanding | 1,429,434 | 6,735,056 | 1,503,277 | 9,667,767 | |||||||||||||||
Net asset value per share | $ | 17.04 | $ | 8.31 | N/A | $ | 8.31 |
Class B
Growth Fund | International Equity Fund | Adjustments* | Pro Forma International Equity Fund after Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 4,303,229 | $ | 48,211,478 | N/A | $ | 52,514,707 | ||||||||||||
Total shares outstanding | 260,906 | 6,004,071 | 274,837 | 6,539,814 | |||||||||||||||
Net asset value per share | $ | 16.49 | $ | 8,03 | N/A | $ | 8.03 |
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Class C
Growth Fund | International Equity Fund | Adjustments* | Pro Forma International Equity Fund after Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 54,131,591 | $ | 14,670,834 | N/A | $ | 68,802,425 | ||||||||||||
Total shares outstanding | 3,273,670 | 1,827,433 | 3,467,069 | 8,568,172 | |||||||||||||||
Net asset value per share | $ | 16.54 | $ | 8.03 | N/A | $ | 8.03 |
Class L
Growth Fund | International Equity Fund** | Adjustments* | Pro Forma International Equity Fund after Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 44,878,543 | $ | — | N/A | $ | 44,878,543 | ||||||||||||
Total shares outstanding | 2,642,451 | — | 2,803,974 | 5,446,425 | |||||||||||||||
Net asset value per share | $ | 16.98 | $ | — | N/A | $ | 8.24 |
Class M
Growth Fund | International Equity Fund** | Adjustments* | Pro Forma International Equity Fund after Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 116,554,871 | $ | — | N/A | $ | 116,554,871 | ||||||||||||
Total shares outstanding | 7,068,857 | — | 7,446,071 | 14,514,928 | |||||||||||||||
Net asset value per share | $ | 16.49 | $ | — | N/A | $ | 8.03 |
Class X
Growth Fund | International Equity Fund** | Adjustments* | Pro Forma International Equity Fund after Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 34,383,924 | $ | — | N/A | $ | 34,383,924 | ||||||||||||
Total shares outstanding | 2,084,138 | — | 2,197,795 | 4,281,933 | |||||||||||||||
Net asset value per share | $ | 16.50 | $ | — | N/A | $ | 8.03 |
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Class Z
Growth Fund | International Equity Fund | Adjustments* | Pro Forma International Equity Fund after Growth Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | — | $ | 233,605,967 | N/A | $ | 233,605,967 | ||||||||||||
Total shares outstanding | — | 27,871,456 | N/A | 27,871,456 | |||||||||||||||
Net asset value per share | $ | — | $ | 8.38 | N/A | $ | 8.38 |
Value Fund Reorganization
Class A
Value Fund | International Equity Fund | Adjustments* | Pro Forma International Equity Fund after Value Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 73,406,190 | $ | 55,981,596 | N/A | $ | 129,387,786 | ||||||||||||
Total shares outstanding | 2,793,646 | 6,735,056 | 6,041,429 | 15,570,131 | |||||||||||||||
Net asset value per share | $ | 26.28 | $ | 8.31 | $ | 8.31 |
Class B
Value Fund | International Equity Fund | Adjustments* | Pro Forma International Equity Fund after Value Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 20,727,604 | $ | 48,211,478 | N/A | $ | 68,939,082 | ||||||||||||
Total shares outstanding | 811,802 | 6,004,071 | 1,769,318 | 8,585,191 | |||||||||||||||
Net asset value per share | $ | 25.53 | $ | 8.03 | N/A | $ | 8.03 |
Class C
Value Fund | International Equity Fund | Adjustments* | Pro Forma International Equity Fund after Value Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 16,583,074 | $ | 14,670,834 | N/A | $ | 31,253,908 | ||||||||||||
Total shares outstanding | 648,591 | 1,827,433 | 1,416,119 | 3,892,143 | |||||||||||||||
Net asset value per share | $ | 25.57 | $ | 8.03 | N/A | $ | 8.03 |
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Class Z
Value Fund | International Equity Fund | Adjustments* | Pro Forma International Equity Fund after Value Fund Reorganization (unaudited) | ||||||||||||||||
Net assets | $ | 172,520,980 | $ | 233,605,967 | N/A | $ | 406,126,947 | ||||||||||||
Total shares outstanding | 6,529,205 | 27,871,456 | 14,063,175 | 48,463,836 | |||||||||||||||
Net asset value per share | $ | 26.42 | $ | 8.38 | N/A | $ | 8.38 |
Global Growth Fund, Growth Fund, and Value Fund Reorganizations
Class A
Global Growth Fund | Growth Fund | Value Fund | International Equity Fund | Adjustments | Pro Forma International Equity Fund after All Reorganizations (unaudited) | ||||||||||||||||||||||
Net assets | $ | 355,654,483 | $ | 24,357,549 | $ | 73,406,190 | $ | 55,981,596 | N/A | $ | 509,399,818 | ||||||||||||||||
Total shares outstanding | 19,199,727 | 1,429,434 | 2,793,646 | 6,735,056 | 31,141,754 | 61,299,617 | |||||||||||||||||||||
Net asset value per share | $ | 18.52 | $ | 17.04 | $ | 26.28 | $ | 8.31 | $ | 8.31 |
Class B
Global Growth Fund | Growth Fund | Value Fund | International Equity Fund | Adjustments | Pro Forma International Equity Fund after All Reorganizations (unaudited) | ||||||||||||||||||||||
Net assets | — | $ | 4,303,229 | $ | 20,727,604 | $ | 48,211,478 | N/A | $ | 73,424,311 | |||||||||||||||||
Total shares outstanding | — | 260,906 | 811,802 | 6,004,071 | 2,044,306 | 9,121,085 | |||||||||||||||||||||
Net asset value per share | — | $ | 16.49 | $ | 25.53 | $ | 8.03 | N/A | $ | 8.03 |
* Class B shareholders of Global Growth Fund will receive Class F shares of International Equity Fund upon closing of the Reorganization. Therefore, the capitalization information for the Class B shares of Global Growth Fund is provided below with the capitalization for the Class F shares of International Equity Fund.
Class F(Global Growth Fund only)
Global Growth Fund (Class B) | Growth Fund | Value Fund | International Equity Fund | Adjustments* | Pro Forma International Equity Fund after All Reorganizations (unaudited) | ||||||||||||||||||||||
Net assets | $ | 50,336,961 | — | — | — | N/A | $ | 50,336,961 | |||||||||||||||||||
Total shares outstanding | 3,020,832 | — | — | — | 3,247,781 | 6,268,613 | |||||||||||||||||||||
Net asset value per share | $ | 16.66 | — | — | — | N/A | $ | 8.03 |
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Class C
Global Growth Fund | Growth Fund | Value Fund | International Equity Fund | Adjustments | Pro Forma International Equity Fund after All Reorganizations (unaudited) | ||||||||||||||||||||||
Net assets | $ | 13,739,881 | $ | 54,131,591 | $ | 16,583,074 | $ | 14,670,834 | N/A | $ | 99,125,380 | ||||||||||||||||
Total shares outstanding | 832,427 | 3,273,670 | 648,591 | 1,827,433 | 5,762,260 | 12,344,381 | |||||||||||||||||||||
Net asset value per share | $ | 16.51 | $ | 16.54 | $ | 25.57 | $ | 8.03 | N/A | $ | 8.03 |
Class L
Global Growth Fund | Growth Fund | Value Fund | International Equity Fund | Adjustments | Pro Forma International Equity Fund after All Reorganizations (unaudited) | ||||||||||||||||||||||
Net assets | — | $ | 44,878,543 | — | — | N/A | $ | 44,878,543 | |||||||||||||||||||
Total shares outstanding | — | 2,642,451 | — | — | 2,803,974 | 5,446,425 | |||||||||||||||||||||
Net asset value per share | — | $ | 16.98 | — | — | $ | 8.24 |
Class M
Global Growth Fund | Growth Fund | Value Fund | International Equity Fund | Adjustments | Pro Forma International Equity Fund after All Reorganizations (unaudited) | ||||||||||||||||||||||
Net assets | — | $ | 116,554,871 | — | — | N/A | $ | 116,554,871 | |||||||||||||||||||
Total shares outstanding | — | 7,068,857 | — | — | 7,446,071 | 14,514,928 | |||||||||||||||||||||
Net asset value per share | — | $ | 16.49 | — | — | N/A | $ | 8.03 |
Class X
Global Growth Fund | Growth Fund | Value Fund | International Equity Fund | Adjustments | Pro Forma International Equity Fund after All Reorganizations (unaudited) | ||||||||||||||||||||||
Net assets | — | $ | 34,383,924 | — | — | N/A | $ | 34,383,924 | |||||||||||||||||||
Total shares outstanding | — | 2,084,138 | — | — | 2,197,795 | 4,281,933 | |||||||||||||||||||||
Net asset value per share | — | $ | 16.50 | — | — | N/A | $ | 8.03 |
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Class Z
Global Growth Fund | Growth Fund | Value Fund | International Equity Fund | Adjustments | Pro Forma International Equity Fund after All Reorganizations (unaudited) | ||||||||||||||||||||||
Net assets | $ | 15,925,657 | — | $ | 172,520,980 | $ | 233,605,967 | N/A | $ | 422,052,604 | |||||||||||||||||
Total shares outstanding | 847,734 | — | 6,529,205 | 27,871,456 | 15,115,878 | 50,364,273 | |||||||||||||||||||||
Net asset value per share | $ | 18.79 | — | $ | 26.42 | $ | 8.38 | N/A | $ | 8.38 |
VOTING INFORMATION
Required Vote
Only shareholders of record of Global Growth Fund, Growth Fund, and Value Fund as of the Record Date will be entitled to vote at the relevant Meeting. As of the Record Date, there were ____________ shares of Global Growth Fund issued and outstanding, _________ shares of Growth Fund issued and outstanding, and ________ shares of Value Fund issued and outstanding.
The presence in person or by proxy of the holders of a majority of the outstanding shares of a Target Fund entitled to be voted at the relevant Meeting is required to constitute a quorum of such Target Fund at that Meeting. Shares beneficially held by shareholders present in person or represented by proxy at the relevant Meeting will be counted for the purpose of calculating the votes cast on the issues before the relevant Meeting. If a quorum is present with respect to that Target Fund, the affirmative vote of the holders of a majority of the total number of shares of capital stock of that Target Fund outstanding and entitled to vote thereon is necessary to approve the Plan, which, for purposes of this vote, under the 1940 Act, means that approval of the Plan requires the vote of the lesser of (i) 67% or more of the voting shares of that Target Fund represented at a relevant Meeting at which more than 50% of the outstanding voting shares of that Target Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding voting shares of that Target Fund. Each shareholder will be entitled to one vote for each full share, and a fractional vote for each fractional share of a Target Fund held at the close of business on the Record Date.
Shares held by shareholders present in person or represented by proxy at the relevant Meeting will be counted both for the purposes of determining the presence of a quorum and for calculating the votes cast on the issues before the relevant Meeting. An abstention by a shareholder, either by proxy or by vote in person at a relevant Meeting, is not a vote cast.
Under existing NYSE rules, it is not expected that brokers, banks and other nominees will be entitled to vote a Fund's shares with respect to the Plan unless the beneficial owner gives specific instructions for such vote to the broker or other nominee. When a broker executes and returns a proxy card but is unable to cast a vote on a matter without specific instructions, and no specific instructions are given, the result is referred to as a "broker non-vote." SP Mutual Funds and World Fund will forward proxy materials to record owners for any beneficial owners that such record owners may represent.
Abstentions and broker non-votes will count towards determining the presence of a quorum at the relevant Meeting. However, shares represented by broker non-votes and abstentions will not be voted for or against the reorganization or any adjournment. Therefore, since approval of the Plan requires the affirmative vote of the lesser of 67% of the voting shares present at the relevant Meeting or a majority of the total number of Target Fund shares outstanding at the Record Date, each broker non-vote and abstention would have the effect of a vote AGAINST the Plan or against an adjournment.
In the event that sufficient votes to obtain a quorum have not been obtained by the Target Funds, as applicable, the Target Funds, as applicable, may request that one or more brokers submit a specific number of broker non-votes
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in order to obtain a quorum. The Target Funds, as applicable, would only take such actions if they believed that such actions would result in a quorum and the applicable Target Fund had already received or expected to receive sufficient shareholder votes to approve the proposal at the Meeting. Therefore, shareholders who are against the proposal for the approval of the respective Plan should vote AGAINST the Plan.
Shareholders having more than one account in a Target Fund generally will receive a single proxy statement and a separate proxy card for each account. It is important to mark, sign, date and return all proxy cards received.
In the event that sufficient votes to approve the Plan are not received, the persons named as proxies may propose one or more adjournments of the relevant Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the relevant Meeting in person or by proxy. The persons named as proxies will vote in favor of such adjournment those proxies that they are entitled to vote FOR any such adjournment in their discretion. Shares represented by broker non-votes or abstentions will not be voted for or against adjournment. Because an adjournment requires an affirmative vote of a majority of the shares present at the relevant Meeting, each broker non-vote and abstention would have the effect of a vote against adjour nment.
How to Vote
You can vote your shares in any one of four ways:
• By mail, with the enclosed proxy card.
• In person at the relevant Meeting.
• By phone.
• Over the Internet.
If you simply sign and date the proxy but give no voting instructions, your shares will be voted in favor of the Plan and in accordance with the views of management upon any unexpected matters that come before the relevant Meeting or adjournment of the relevant Meeting.
Revocation of Proxies
Proxies, including votes given by telephone or over the Internet, may be revoked at any time before they are voted either (i) by a written revocation received by the Secretary of SP Mutual Funds or World Fund at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, (ii) by properly submitting a later-dated proxy that is received by 11:59 p.m. Eastern time on the day prior to the Meeting, or (iii) by attending the relevant Meeting and voting in person. Merely attending the relevant Meeting without voting, however, will not revoke a previously submitted proxy.
Solicitation of Voting Instructions
Voting instructions will be solicited principally by mailing this Prospectus/Proxy Statement and its enclosures, but instructions also may be solicited by telephone, facsimile, through electronic means such as email, or in person by officers or representatives of World Fund and SP Mutual Funds. In addition, World Fund and SP Mutual Funds have engaged [MIS, an ADP Company], a professional proxy solicitation firm, to assist in the solicitation of proxies. As the Meeting dates approach, you may receive a phone call from a representative of [MIS] if World Fund or SP Mutual Funds, as applicable, has not yet received your vote. [MIS] may ask you for authority, by telephone, to permit [MIS] to execute your voting instructions on your behalf. The proxy solicitation costs are currently estimated to be approximately $[ ].
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PRINCIPAL HOLDERS OF SHARES
As of the Record Date, the table below sets forth each shareholder that owns of record more than 5% of any class of each Fund.
Fund | Beneficial Owner Name* | Address | Class | Percent Ownership | |||||||||||||||
Global Growth Fund | |||||||||||||||||||
Growth Fund | |||||||||||||||||||
Value Fund | |||||||||||||||||||
International Equity Fund | |||||||||||||||||||
[To be filed by Amendment]
* As defined by the SEC, a security is beneficially owned by a person if that person has or shares voting power or investment power with respect to the security.
As of the Record Date, the officers and directors of World Fund, as a group, beneficially owned less than 1% of the outstanding voting shares of Global Growth Fund, Value Fund, or International Equity Fund.
As of the Record Date, the officers and directors of SP Mutual Funds, as a group, beneficially owned less than 1% of the outstanding voting shares of Growth Fund.
Global Growth Fund and Value Fund do not offer Class L, Class M, Class X shares, or New Class X shares. Growth Fund does not offer Class Z shares. In the event of any meetings of shareholders, Wachovia Securities will forward, or cause the forwarding of, proxy material to the beneficial owners for which it is the record holder.
ADDITIONAL INFORMATION
International Equity Fund is a series of the World Fund, an open-end management investment company registered with the SEC under the 1940 Act. Detailed information about International Equity Fund is contained in its prospectus, dated December 30, 2005, which is enclosed herewith and is incorporated by reference into this Prospectus/Proxy Statement. Additional information about International Equity Fund is included in its Statement of Additional Information, dated December 30, 2005, which has been filed with the SEC and is incorporated by reference into this Prospectus/Proxy Statement.
A copy of the Annual Report to Shareholders of International Equity Fund for the fiscal year ended October 31, 2005, and the Semi-Annual Report to Shareholders of International Equity Fund for the six-month period ended April 30, 2006 are enclosed herewith. A copy of such shareholder reports also may be obtained by calling 1-800-225-1852 or by writing to International Equity Fund at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102.
World Fund, on behalf of Global Growth Fund, and SP Mutual Funds, on behalf of Growth Fund and Value Fund, file proxy materials, reports and other information with the SEC in accordance with the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act. These materials can be inspected and copied at: the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Also, copies of such material can be obtained from the SEC's Public Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549-6009, upon payment of prescribed fees, or from the SEC's Internet address at http://www.sec.gov.
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MISCELLANEOUS
Legal Matters
Certain legal matters in connection with the Reorganizations will be passed upon by Sullivan & Cromwell LLP. Sullivan & Cromwell LLP will rely on the opinion of DLA Piper Rudnick Gray Cary US LLP, special Maryland counsel, as to certain matters of Maryland law. Certain tax matters in connection with the Reorganizations will be passed upon by Shearman & Sterling LLP, special tax counsel.
Independent Registered Public Accounting Firm
The audited financial statements of International Equity Fund, incorporated by reference into the SAI, have been audited by KPMG LLP, independent registered public accounting firm, whose report thereon is included in the Annual Report to Shareholders of International Equity Fund for the fiscal year ended October 31, 2005 (File No. 811-3981). The unaudited financial statements of International Equity Fund, also incorporated by reference into the SAI, are included in the Semi-Annual Report to Shareholders of International Equity Fund for the six-month period ended April 30, 2006 (File No. 811-3981).
The audited financial statements of Global Growth Fund, incorporated by reference into the SAI, have been audited by KPMG LLP, independent registered public accounting firm, whose report thereon is included in the Annual Report to Shareholders of Global Growth Fund for the fiscal year ended October 31, 2005 (File No. 811-3981). The unaudited financial statements of Global Growth Fund, also incorporated by reference into the SAI, are included in the Semi-Annual Report to Shareholders of Global Growth Fund for the six-month period ended April 30, 2006 (File No. 811-3981).
The audited financial statements of Growth Fund, incorporated by reference into the SAI, have been audited by KPMG LLP, independent registered public accounting firm, whose report thereon is included in the Annual Report to Shareholders of Growth Fund for the fiscal year ended October 31, 2005 (File No. 811-08085). The unaudited financial statements of Growth Fund, also incorporated by reference into the SAI, are included in the Semi-Annual Report to Shareholders of Growth Fund for the six-month period ended April 30, 2006 (File No. 811-08085).
The audited financial statements of Value Fund, incorporated by reference into the SAI, have been audited by KPMG LLP, independent registered public accounting firm, whose report thereon is included in the Annual Report to Shareholders of Value Fund for the fiscal year ended October 31, 2005 (File No. 811-3981). The unaudited financial statements of Value Fund, also incorporated by reference into the SAI, are included in the Semi-Annual Report to Shareholders of Value Fund for the six-month period ended April 30, 2006 (File No. 811-3981).
Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please advise Global Growth Fund, Growth Fund, and Value Fund care of Prudential Investment Management Services LLC, Gateway Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey 07102, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of this Prospectus/Proxy Statement you wish to receive in order to supply copies to the beneficial owners of Target Fund shares.
SHAREHOLDER PROPOSALS
Each of SP Mutual Funds and World Fund is not required to hold and will not ordinarily hold annual shareholders' meetings in any year in which the election of directors is not required to be acted upon under the 1940 Act. The Boards of Directors of SP Mutual Funds and World Fund may call special meetings of the shareholders for action by shareholder vote as required by the 1940 Act or the governing documents of SP Mutual Funds and World Fund.
Pursuant to rules adopted by the SEC, a Target Fund shareholder may submit a proposal for shareholder action for inclusion in a proxy statement relating to annual and other meetings of the shareholders of the Target Fund which he or she intends to introduce at such special meetings; provided, among other things, that such proposal is received by the Target Fund at a reasonable time before a solicitation of proxies is made for such meeting. Timely submission
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of a proposal does not necessarily mean that the proposal will be included. Although the relevant charters provide that the relevant by-laws may delineate requirements for presenting matters at annual meetings, the relevant by-laws do not currently do so. This generally means that Target Fund shareholders may submit proposals from the floor of an annual meeting. However, under Maryland law, the purpose of any special meeting of shareholders must be described in the notice of such meeting so only items included in the notice for a special meeting may be considered at a special meeting of shareholders.
The Boards of Directors of SP Mutual Funds and World Fund intend to bring before the Meetings the matters set forth in the foregoing notice. The Directors do not expect any other business to be brought before the Meetings. If, however, any other matters are properly presented to the Meetings for action, it is intended that the persons named in the enclosed proxy will vote in accordance with their judgment. A shareholder executing and returning a proxy may revoke it at any time prior to its exercise by written notice of such revocation to the Secretary of SP Mutual Funds or World Fund, as applicable, by execution of a subsequent proxy, or by voting in person at the relevant Meeting.
EXHIBITS TO PROSPECTUS/PROXY STATEMENT
Exhibits | |||||||
A | Form of Plan of Reorganization (attached). | ||||||
B | Prospectus for International Equity Fund, dated December 30, 2005 (enclosed). | ||||||
C | Annual Report to Shareholders of International Equity Fund for the fiscal year ended October 31, 2005 (enclosed). | ||||||
D | Semi-Annual Report to Shareholders of International Equity Fund for the six-month period ended April 30, 2006 (unaudited) (enclosed). | ||||||
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Exhibit A
FORM OF PLAN OF REORGANIZATION
THIS PLAN OF REORGANIZATION (the "Plan") is made as of this ______ day of October, 2006, by the Prudential World Fund, Inc. (the "Company"), a corporation organized under the laws of the State of Maryland with its principal place of business at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, on behalf of the Jennison Global Growth Fund (the "Acquired Fund"), and the Dryden International Equity Fund (the "Acquiring Fund"), each a series of the Company. Together, the Acquiring Fund and the Acquired Fund are referred to as the "Funds."
The Plan has been structured with the intention that the transactions contemplated hereby qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The reorganization (hereinafter referred to as the "Reorganization") will consist of (i) the acquisition by the Acquiring Fund, of all of the property, assets and goodwill of the Acquired Fund and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, if any, in exchange solely for full and fractional shares of common stock, par value $0.001 each, of the Acquiring Fund (as defined in Section 1(b) as the "Acquiring Fund Shares"); (ii) the distribution after the Closing Date (as provided in Section 3), of Acquiring Fund Shares to the shareholders of the Acquired Fund according to their respective interests in complete liquidation of the Acquired Fund; and (iii) the dissolution of the Acquired Fund as soon as practicable after the Closing (as defined in Section 3), all upon and subject to the terms and conditions of this Plan hereinafter set forth.
In order to consummate the Plan, the following actions shall be taken by the Company, on behalf of the Acquired Fund, and by the Company, on behalf of the Acquiring Fund:
1. Sale and Transfer of Assets of the Acquired Fund in Exchange for Shares of the Acquiring Fund and Assumption of the Acquired Fund's Liabilities, if any, and Liquidation and Dissolution of Acquired Fund.
(a) Subject to the terms and conditions of this Plan, and on the basis of the representations, warranties and covenants contained herein, the Company, on behalf of the Acquired Fund, shall sell, assign, convey, transfer and deliver to the Company, for the benefit of the Acquiring Fund, at the Closing all of the Acquired Fund's then existing assets, and assume substantially all of the Acquired Fund's liabilities. The Acquired Fund shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close of business on the Closing Date but only to the extent any liability associated with such rights was not assumed by the Acquiring Fund.
(b) Subject to the terms and conditions of this Plan, the Company, on behalf of the Acquiring Fund, shall at the Closing deliver to the Company, for the benefit of the Acquired Fund, the number of shares of a Class of the Acquiring Fund determined by dividing the net asset value allocable to a share of such Class of the Acquired Fund by the net asset value allocable to a share of the corresponding Class of the Acquiring Fund (except that Class B shareholders of the Acquired Fund shall receive Class B1 shares of the Acquiring Fund), and multiplying the result thereof by the number of outstanding shares of the applicable Class of the Acquired Fund, as of the close of regular trading on the New York Stock Exchange (the "NYSE") on the Closing Date, all such values to be determined in the manner and as of the time set forth in Section 2 hereof; and assume all of the Acquired Fund's liabilities, if any, as set forth in this Section 1(b) . Except as otherwise provided herein, the Acquiring Fund will assume all debts, liabilities, obligations and duties of the Acquired Fund of whatever kind or nature, whether absolute, accrued, contingent or otherwise, whether or not determinable as of the Closing Date and whether or not specifically referred to in this Plan; provided, however, that the Company agrees to utilize its best efforts to cause the Acquired Fund to discharge all of the known debts, liabilities, obligations and duties of the Acquired Fund prior to the Closing Date.
(c) As soon after the Closing Date as is conveniently practicable, but in any event within 30 days of the Closing Date, the Company on behalf of the Acquired Fund, shall distribute pro rata to Acquired Fund shareholders of record, determined as of the close of business on the Closing Date, the Acquiring Fund Shares received by the
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Acquired Fund pursuant to this Section with each Acquired Fund shareholder receiving shares of the same Class or Classes of the Acquiring Fund as such shareholder holds of the Acquired Fund, and then shall terminate and dissolve. Such liquidation and distribution shall be accomplished by the establishment of accounts on the share records of the Acquiring Fund and noting in such accounts the names of the former Acquired Fund Shareholders and the types and amounts of Acquiring Fund Shares that former Acquired Fund shareholders are due based on their respective holdings of the Acquired Fund as of the close of business on the Closing Date. Fractional Acquiring Fund Shares shall be carried to the second decimal place. The Company shall not issue certificates representing the Acquiring Fund shares in connection with such exchange. All issued and outstanding shares of the Acquired Fund will be simultaneously cancelled on the books of the Acquired F und.
(d) Ownership of Acquiring Fund Shares will be shown on the books of Company's transfer agent. Acquiring Fund Shares will be issued in the manner described in the Company's then-effective registration statement.
(e) Any transfer taxes payable upon issuance of Acquiring Fund Shares in exchange for shares of the Acquired Fund in a name other than that of the registered holder of the shares being exchanged on the books of the Acquired Fund as of that time shall be paid by the person to whom such shares are to be issued as a condition to the registration of such transfer.
2. Valuation.
(a) The value of the Acquired Fund's assets transferred to and liabilities assumed by the Acquiring Fund (such amount, the "Net Assets") hereunder shall be computed as of the close of regular trading on the NYSE on the Closing Date (such time and date being hereinafter called the "Valuation Time") using the valuation procedures set forth in the Company's articles of incorporation and currently effective registration statement.
(b) The net asset value of a share of the Acquiring Fund shall be determined to the second decimal point as of the Valuation Time using the valuation procedures set forth in Company's articles of incorporation and currently effective registration statement.
(c) The net asset value of shares of the Acquired Fund shall be determined to the second decimal point as of the Valuation Time using the valuation procedures set forth in the Company's articles of incorporation and currently effective registration statement.
3. Closing and Closing Date.
(a) The consummation of the transactions contemplated hereby shall take place at the Closing (the "Closing"). The date of the Closing (the "Closing Date") shall be December 15, 2006, or such earlier or later date as agreed to in writing by the parties hereto. The Closing shall take place at the principal office of the Company or at such other place as the parties may agree. The Company, on behalf of the Acquired Fund, shall have provided for delivery, as of the Closing, of the Acquired Fund's Net Assets to be transferred to the account of the Company, for the benefit of the Acquiring Fund, at the Company's custodian. Also, the Company, on behalf of the Acquired Fund, shall produce at the Closing (or as soon as possible thereafter) a list of names and addresses of the shareholders of record of full and fractional shares of common stock of the Acquired Fund, par value $0.01 each (the "Acquired Fund Shares") and the number of full an d fractional Acquired Fund Shares owned by each such shareholder, all as of the Valuation Time, certified by its transfer agent or by its President or Vice-President to the best of its or his or her knowledge and belief. The Company, on behalf of the Acquiring Fund, shall issue and deliver to the Secretary or Assistant Secretary of the Company at the Closing a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date, or shall provide evidence satisfactory to the Company that the Acquiring Fund Shares have been registered in all account books of the Acquiring Fund in such manner as the Company, on behalf of the Acquired Fund, may request. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents as such other party or its counsel may reasonably request to effect the transactions contemplated by this Plan.
(b) In the event that immediately prior to the Valuation Time (a) the NYSE or other primary exchange is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or other
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primary exchange or elsewhere is disrupted so that accurate appraisal of the value of the Net Assets of the Acquired Fund and of the net asset value per share of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the date when such trading shall have been fully resumed and such reporting shall have been restored.
4. Representations and Warranties to the Company, for the benefit of the Acquiring Fund, by the Company on behalf of the Acquired Fund. The Company, on behalf of the Acquired Fund, makes the following representations and warranties to the Acquiring Fund:
(a) The Acquired Fund is a series of the Company, a corporation duly organized under the laws of the State of Maryland and validly existing under the laws of that jurisdiction and in good standing with the Maryland State Department of Assessments and Taxation (the "SDAT"). The Company is duly registered under the Investment Company Act of 1940, as amended ("1940 Act") as an open-end, management investment company and all of the Acquired Fund Shares sold have been sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act"). The Acquired Fund has been duly established in accordance with the Company's articles of incorporation as a separate series of the Company.
(b) The financial statements appearing in the Company's Annual Report to Shareholders of the Acquired Fund for the fiscal year ended October 31, 2005 (copies of which have been furnished to the Acquiring Fund) have been audited by KPMG LLP, fairly present the financial position of the Acquired Fund as of such date and the results of its operations for the year then ended in conformity with U.S. generally accepted accounting principles applied on a consistent basis.
(c) The unaudited financial statements appearing in the Company's Semi-Annual Report to Shareholders of the Acquired Fund for the six-month period ended April 30, 2006 (copies of which will be furnished to the Acquiring Fund), and the unaudited financial statements appearing therein fairly present the financial position of the Acquired Fund as of such date and the results of operations and changes in net assets for the six-month period ended April 30, 2006, in conformity with U.S. generally accepted accounting principles.
(d) The Company has the necessary corporate power and authority to conduct the Acquired Fund's business as such business is now being conducted.
(e) The Company is not a party to or obligated under any provision of the Company's articles of incorporation or by-laws or any contract or any other commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.
(f) The Acquired Fund does not have any unamortized or unpaid organizational fees or expenses.
(g) The Acquired Fund has elected to be treated as a regulated investment company (a "RIC") for federal income tax purposes under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and the Acquired Fund has qualified as a RIC for each taxable year since its inception, and will so qualify as of the Closing Date. The consummation of the transactions contemplated by this Plan will not cause the Acquired Fund to fail to satisfy the requirements of Subchapter M of the Code.
(h) The Acquired Fund, or its agents, (i) holds a valid Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Withholding (or other appropriate series of Form W-8, as the case may be), or Form W-9, Request for Taxpayer Identification Number and Certification, for each Acquired Fund shareholder of record, which Form W-8 or Form W-9 can be associated with reportable payments made by the Acquired Fund to such shareholder, and/or (ii) has otherwise timely instituted the appropriate backup withholding procedures with respect to such shareholder as provided by Section 3406 of the Code and the regulations thereunder.
(i) At the time the Registration Statement (as defined in Section 7(g)) becomes effective, at the time of the meeting of the shareholders of the Acquired Fund and on the Closing Date, the Proxy Statement of the Acquired Fund, the Prospectus of the Acquiring Fund and the Statement of Additional Information of the Acquiring Fund to be included in the Registration Statement and the Registration Statement (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations promulgated
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thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the representations and warranties in this paragraph 4(i) shall not apply to statements in or omissions from the Proxy Statement and Registration Statement made in reliance upon and in conformity with information furnished by the Company, on behalf of the Acquiring Fund, for use therein.
5. Representations and Warranties by the Company, for the benefit of the Acquired Fund, on behalf of the Acquiring Fund.
The Company, on behalf of the Acquiring Fund, makes the following representations and warranties to the Company, for the benefit of the Acquired Fund:
(a) The Acquiring Fund is a series of the Company, a corporation duly organized under the laws of the State of Maryland and validly existing under the laws of that jurisdiction and in good standing with the SDAT. The Company is duly registered under the 1940 Act as an open-end, management investment company and all of the Acquiring Fund Shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act. The Acquiring Fund has been duly established in accordance with the Company's articles of incorporation as a separate series of the Company.
(b) The Acquiring Fund is authorized to issue __________ shares of common stock, par value $0.001 each of Acquiring Fund Shares, each outstanding share of which is duly and validly authorized, issued and outstanding, fully paid, non-assessable, freely transferable and has voting rights.
(c) At the Closing, the Acquiring Fund Shares will be duly authorized, validly issued, fully paid and non-assessable and, under the under the Company's articles of incorporation and by-laws, no shareholder of the Acquiring Fund will have any pre-emptive right to subscribe therefore or purchase such shares, and such shares will be eligible for offering to the public in those states of the United States and jurisdictions in which the shares of the Acquired Fund are presently eligible for offering to the public, and there are a sufficient number of Acquiring Fund Shares registered under the 1933 Act to permit the transfers contemplated by this Plan to be consummated.
(d) The financial statements appearing in the Company's Annual Report to Shareholders of the Acquiring Fund for the fiscal year ended October 31, 2005 (copies of which have been furnished to the Company) have been audited by KPMG LLP and fairly present the financial position of the Acquiring Fund as of such date and the results of its operations for the year then ended in conformity with U.S. generally accepted accounting principles applied on a consistent basis.
(e) The unaudited financial statements appearing in the Company's Semi-Annual Report to Shareholders of the Acquiring Fund for the period ended April 30, 2006 (copies of which will be furnished to the Company), fairly present the financial position of the Acquiring Fund as of such date and the results of operations and changes in net assets for the six-month period ended April 30, 2006, in conformity with U.S. generally accepted accounting principles.
(f) The Company has the necessary corporate power and authority to conduct the Acquiring Fund's business as such business is now being conducted.
(g) The Company is not a party to or obligated under any provision of the Company's articles of incorporation or by-laws or any contract or any other commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.
(h) The Acquiring Fund has elected to be treated as a RIC for federal income tax purposes under Subchapter M of the Code and the Acquiring Fund has qualified as a RIC for each taxable year since its inception, and will so qualify as of the Closing Date. The consummation of the transactions contemplated by this Plan will not cause the Acquiring Fund to fail to satisfy the requirements of Subchapter M of the Code.
(i) At the time the Registration Statement (as defined in Section 7(g)) becomes effective, at the time of the meeting of the shareholders of the Acquired Fund and on the Closing Date, the Proxy Statement of the Acquired
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Fund, the Prospectus of the Acquiring Fund and the Statement of Additional Information of the Acquiring Fund to be included in the Registration Statement and the Registration Statement (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the representations and warranties in this paragraph 5(i) shall not apply to statements in or omissions from the Proxy Statement and Registration Statement made in reliance upon and in conformity with information furnished by the Company, on behalf of the Acquired Fund, for use therein.
6. Representations and Warranties by the Company, on behalf of the Funds.
The Company, on behalf of the Funds makes the following representations and warranties.
(a) The statement of assets and liabilities to be created by the Company as of the Valuation Time for the purpose of determining the number of Acquiring Fund Shares to be issued pursuant to Section 1 of this Plan will accurately reflect the Net Assets in the case of the Acquired Fund and the net asset value and outstanding shares of each Fund, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.
(b) At the Closing, each Fund will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in Section 6(a) above, free and clear of all liens or encumbrances of any nature whatsoever, except for such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto.
(c) Except as may be disclosed in the currently effective prospectuses of the Funds, there is no material suit, judicial action, or legal or administrative proceeding pending or threatened against the Funds.
(d) There are no known actual or proposed deficiency assessments with respect to any taxes payable by the Funds.
(e) The execution, delivery and performance of this Plan have been duly authorized by all necessary action of the Board of Directors of the Company and this Plan constitutes a valid and binding obligation enforceable against the Company in accordance with its terms.
(f) The Company anticipates that consummation of this Plan will not cause the applicable Fund to fail to comply with the requirements of Subchapter M of the Code for Federal income taxation as a RIC at the end of the applicable fiscal year.
7. Intentions of the Company, on behalf of the Funds.
(a) The Company intends to operate the Acquired Fund's business as presently conducted between the date hereof and the Closing Date. The Company intends to operate the Acquiring Fund's business as presently conducted between the date hereof and the Closing Date.
(b) The Company intends that the Acquired Fund will not acquire any Acquiring Fund Shares for the purpose of making distributions thereof to anyone other than the Acquired Fund's shareholders.
(c) The Company, on behalf of the Acquired Fund, intends, if the reorganization is consummated, to liquidate and dissolve the Acquired Fund.
(d) The Company intends that, by the time of Closing, each Fund's Federal and other tax returns and reports required by law to be filed on or before such date shall have been filed, and all Federal and other taxes shown as due on said returns and reports shall have been paid.
(e) At the Closing, the Company, on behalf of the Acquired Fund, intends to have available a copy of the shareholder ledger accounts, certified by the Company's transfer agent or its President or a Vice-President to the best of its or his or her knowledge and belief, for all the shareholders of record of the Acquired Fund as of the Valuation Time who are to become shareholders of the Acquiring Fund as a result of the transfer of assets and the assumption of liabilities that are the subject of this Plan.
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(f) The Company intends to mail to each shareholder of record of the Acquired Fund entitled to vote at the meeting of its shareholders at which action on this Plan is to be considered, in sufficient time to comply with requirements as to notice thereof, a Combined Proxy Statement and Prospectus that complies in all material respects with the applicable provisions of Section 14(a) of the Securities Exchange Act of 1934, as amended the (the "1934 Act"), and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.
(g) The Company, on behalf of the Acquiring Fund, covenants to file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form N-14 under the 1933 Act relating to the Acquiring Fund Shares issuable hereunder (including any supplement or amendment thereto, the "Registration Statement"), and will use its best efforts to provide that the Registration Statement becomes effective as promptly as practicable and remains effective through the time of Closing. At the time the Registration Statement becomes effective, at the time of the meeting of the shareholders of the Acquired Fund, and on the Closing Date, the Proxy Statement of the Acquired Fund, the Prospectus of the Acquiring Fund and the Statement of Additional Information of the Acquiring Fund to be included in the Registration Statement (collectively, "Proxy Statement"), and the Registration Statement will: (i) comply in all material respects wit h the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein in the light of the circumstances under which they were made, not misleading.
(h) The Company intends to call a meeting of the shareholders of the Acquired Fund to consider and act upon this Plan and to use all reasonable efforts to obtain approval of the transactions contemplated hereby (including the determinations of its Board of Directors/Trustees as set forth in Rule 17a-8(a) under the 1940 Act).
(i) The Company intends that it will, from time to time, as and when requested by the Company, for the benefit of the Acquiring Fund, execute and deliver or cause to be executed and delivered, all such assignments and other instruments, and will take or cause to be taken such further action, as the Company may deem necessary or desirable in order to vest in and confirm to the Acquiring Fund title to and possession of all the Net Assets to be sold, assigned, transferred and delivered hereunder and otherwise to carry out the intent and purpose of this Plan.
(j) The Company, on behalf of the Acquiring Fund, intends to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act (including the determinations of its Board of Directors as set forth in Rule 17a-8(a) thereunder) and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.
(k) The Company, on behalf of the Acquiring Fund, intends that it will, from time to time, as and when requested by the Company, for the benefit of the Acquired Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action, as the Company may deem necessary or desirable in order to (i) vest in and confirm to the Acquired Fund title to and possession of all the Acquiring Fund Shares to be transferred to the shareholders of the Acquired Fund pursuant to this Plan; (ii) assume all of the liabilities of the Acquired Fund in accordance with this Plan; and (iii) otherwise to carry out the intent and purpose of this Plan.
8. Conditions Precedent to be Fulfilled by the Company, on behalf of the Funds.
The consummation of the Plan with respect to the Acquiring Fund and the Acquired Fund shall be subject to the following conditions:
(a) That (i) all the representations and warranties contained herein concerning the Funds shall be true and correct as of the Closing, with the same effect as though made as of and at such date; (ii) performance of all obligations required by this Plan to be performed on or on behalf of the Funds shall occur prior to the Closing; and (iii) the President or a Vice President and the Secretary, Assistant Secretary or equivalent officer of the Company shall execute a certificate to the foregoing effect.
(b) That the form of this Plan shall have been adopted and approved by the appropriate action of the Board of Directors of the Company, on behalf of the Funds.
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(c) That the SEC shall not have issued an unfavorable management report under Section 25(b) of the 1940 Act or instituted or threatened to institute any proceeding seeking to enjoin consummation of the Plan under Section 25(c) of the 1940 Act. And, further, no other legal, administrative or other proceeding shall have been instituted or to the best of either the Company's or the Company's knowledge have been threatened that would materially and adversely affect the business or financial condition of the applicable Fund, would prohibit the transactions contemplated hereby or would adversely affect the ability of the applicable Fund to consummate the transactions contemplated hereby.
(d) That the Plan contemplated hereby shall have been adopted and approved by the appropriate action of the shareholders of the Acquired Fund at an annual or special meeting or any adjournment thereof.
(e) That a distribution or distributions shall have been declared for each Fund, prior to the Closing Date that, together with all previous distributions, shall have the effect of distributing to shareholders of each Fund (i) all of its ordinary income and all of its capital gain net income, if any, for the period from the close of its last fiscal year to the Valuation Time and (ii) any undistributed ordinary income and capital gain net income from any prior period. Capital gain net income has the meaning assigned to such term by Section 1222(9) of the Code.
(f) The Company, for the benefit of the Funds, shall have received on the Closing Date a favorable opinion from (i) DLA Piper Rudnick Gray Cary US LLP, counsel to the Company, with respect to items in this section that relate to matters of Maryland law, and (ii) Sullivan & Cromwell LLP, counsel to the Company, with respect to certain other items in this section, each dated as of the Closing Date, to the effect that:
(1) The Company is a corporation duly incorporated and validly existing under the laws of the State of Maryland and in good standing with the SDAT with requisite corporate power under its charter to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as described in its current prospectus and the Funds have been duly established as a series of the Company in accordance with the terms of the Company's charter and the Maryland General Corporate Law;
(2) This Plan has been duly authorized, executed and, to the knowledge of such counsel, delivered by the Company, on behalf of the Funds, and, assuming due authorization, execution and delivery of the Plan by the Company, on behalf of the Funds, is a valid and legally binding obligation of the Company and the Funds, enforceable against the each Fund in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, provided that such counsel may state that they express no opinion as to the validity or enforceability of any provision regarding choice of Maryland law to govern this Plan;
(3) When the Acquiring Fund shares to be distributed to Acquired Fund shareholders under the Plan are issued, sold and delivered, in an amount not to exceed the then authorized number of shares of common stock, par value $.001 per share, as contemplated by the Plan for the consideration stated in the Plan, which shall in each event be at least equal to the net asset value and par value per share, they will be validly issued, fully paid and non-assessable, and no shareholder of Acquiring Fund will have any pre-emptive rights under Maryland law to subscription or purchase in respect thereof;
(4) The execution and delivery of the Plan did not, and the performance of this Plan, by the Company, on behalf of the Funds, of its obligations hereunder will not violate any provision of the Company's charter or by-laws, or result in a default or a breach of (a) the Management Agreement, (b) the Custodian Contract, (c) the Distribution Agreement, and (d) the Transfer Agency and Service Agreement, each as defined in the Company's currently effective registration statement, except where such violation, default or breach would not have a material adverse effect on the Funds;
(5) To the knowledge of such counsel and without independent inquiry or investigation, no consent, approval, authorization, filing or order of any court or governmental authority is required to be obtained by the Company, on behalf of the Acquiring Fund, under the federal laws of the United States and the laws of the State of Maryland for the consummation by the Company, on behalf of the Acquiring Fund,
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of the transactions contemplated by the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws.
(6) The Company has been registered with the SEC as an investment company, and, to the knowledge of such counsel without independent inquiry or investigation, no order has been issued or proceeding instituted to suspend such registration.
(7) To the knowledge of such counsel and without independent inquiry or investigation, no litigation or government proceeding has been instituted or threatened against the Company or the Acquiring Fund, that would be required to be disclosed in the Company's registration statement on Form N-14 and is not so disclosed.
In giving the opinions set forth above, counsel may state that it is relying on certificates of the officers of the Company with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good standing of the Company.
(g) The Company shall have received with respect to the Acquired Fund and the Acquiring Fund, on or before the Closing Date, an opinion of Shearman & Sterling LLP, special tax counsel to the Company, in form and substance satisfactory to the Company, substantially to the effect that, for federal income tax purposes:
(1) the transfer of the assets of the Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of the Acquired Fund, if any, as provided for in the Plan, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund each will be deemed to be a "party to a reorganization" within the meaning of Section 368(b) of the Code;
(2) in accordance with Sections 357 and 361 of the Code, no gain or loss will be recognized by the Acquired Fund as a result of the transfer of its assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, if any, or on the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund, as provided for in the Plan;
(3) under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund on the receipt of the assets of the Acquired Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, if any, as provided for in the Plan;
(4) in accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized by the shareholders of the Acquired Fund on the receipt of Acquiring Fund Shares in exchange for their shares of the Acquired Fund;
(5) in accordance with Section 362(b) of the Code, the tax basis of the Acquiring Fund in the assets of the Acquired Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the transactions contemplated by the Plan;
(6) in accordance with Section 358 of the Code, immediately after the consummation of the transactions contemplated by the Plan, the tax basis of the Acquiring Fund Shares received by the shareholders of the Acquired Fund will be equal, in the aggregate, to the tax basis of their shares of the Acquired Fund surrendered in exchange therefor;
(7) in accordance with Section 1223 of the Code, the holding period for the Acquiring Fund Shares received by the shareholders of the Acquired Fund will be determined by including the period for which such shareholder held their shares of the Acquired Fund exchanged therefor; provided, that the shares of the Acquired Fund Shares were held as capital assets for federal income tax purposes;
(8) in accordance with Section 1223 of the Code, the holding period of the Acquiring Fund with respect to the assets of the Acquired Fund acquired by it in accordance with the Plan will include the period for which such assets were held by the Acquired Fund; and
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(9) pursuant to Section 381(a) of the Code and regulations thereunder, the Acquiring Fund will succeed to and take into account certain tax attributes of the Acquired Fund, such as earnings and profits and method of tax accounting.
In giving the opinions set forth above, counsel may state that it is relying on certificates of the officers of the Company with regard to certain matters.
(i) The Acquiring Fund Shares to be delivered hereunder shall be eligible for such sale by the Acquiring Fund with each state commission or agency with which such eligibility is required in order to permit the Acquiring Fund Shares lawfully to be delivered to each shareholder of the Acquired Fund.
9. Fees and Expenses.
(a) Each Fund represents and warrants to the other that there are no broker or finders' fees payable by it in connection with the transactions provided for herein.
(b) The expenses of entering into and carrying out the provisions of this Plan shall be borne pro rata based on net assets by each Fund.
10. Termination; Postponement; Waiver; Order.
(a) Anything contained in this Plan to the contrary notwithstanding, this Plan may be terminated and abandoned at any time (whether before or after approval thereof by the shareholders of the Acquired Fund) prior to the Closing or the Closing may be postponed by the Company on behalf of a Fund by resolution of the Board of Directors, if circumstances develop that, in the opinion of either Board, make proceeding with the Plan inadvisable.
(b) In the event of termination of this Plan pursuant to the provisions hereof, the same shall become void and have no further effect with respect to the Acquiring Fund or Acquired Fund, and none of the Company, the Acquired Fund or the Acquiring Fund, nor the directors, officers, agents or shareholders shall have any liability in respect of this Plan.
(c) At any time prior to the Closing, any of the terms or conditions of this Plan may be waived by the party who is entitled to the benefit thereof by action taken by the relevant Board of Directors if, in the judgment of such Board of Directors, such action or waiver will not have a material adverse effect on the benefits intended under this Plan to its shareholders, on behalf of whom such action is taken.
(d) The respective representations and warranties contained in Sections 4 and 6 hereof shall expire with and be terminated by the Plan, and none of the Company, any of its respective officers, directors, agents or shareholders, either of the Funds, or their respective shareholders shall have any liability with respect to such representations or warranties after the Closing. This provision shall not protect any officer, director, agent or shareholder of either Fund or the Company against any liability to the entity for which that officer, director, agent or shareholder so acts or to any of the Company's or the Company's shareholders to which that officer, director, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of such office.
(e) If any order or orders of the SEC with respect to this Plan shall be issued prior to the Closing and shall impose any terms or conditions that are determined by action of the Board of Directors of the Company, on behalf of the Funds, to be acceptable, such terms and conditions shall be binding as if a part of this Plan without further vote or approval of the shareholders of the Acquired Fund, unless such terms and conditions shall result in a change in the method of computing the number of Acquiring Fund Shares to be issued to the Acquired Fund in which event, unless such terms and conditions shall have been included in the proxy solicitation material furnished to the Acquired Fund shareholders prior to the meeting at which the transactions contemplated by this Plan shall have been approved, this Plan shall not be consummated and shall terminate unless the Company, on behalf of the Acquired Fund, shall promptly call a special meeting of shareholders at which such conditions so imposed shall be submitted for approval.
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11. Headings; Counterparts.
(a) The paragraph headings contained in this Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of the Plan.
(b) This Plan may be executed in any number of counterparts, each of which will be deemed an original.
12. Agreement an Obligation Only of the Funds, and Enforceable Only Against Assets of the Funds.
The Company acknowledges that it must look, and agrees that it shall look, solely to the assets of the relevant Fund for the enforcement of any claims arising out of or based on the obligations of the Company hereunder, and in particular that none of the assets of the Company, other than the portfolio assets of the relevant Fund, may be resorted to for the enforcement of any claim based on the obligations of a Fund hereunder.
13. Entire Plan and Amendments; Survival of Warranties.
This Plan embodies the entire agreement of the Company, on behalf of the Funds, and there are no agreements, understandings, restrictions, or warranties between the parties other than those set forth herein or herein provided for. This Plan may be amended only in a writing signed by the Company, on behalf of the Funds. This Plan shall bind and inure to the benefit of the parties and their respective successors and assigns and neither this Plan nor any interest herein may be assigned without the prior written consent of the Company, on behalf of the Funds. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation other than the parties and their respective successors, and assigns any rights or remedies under or by any reason of this plan. The representations, warranties and covenants contained in this Plan or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder.
14. Notices.
Any notice, report, demand or other communication required or permitted by any provision of this Plan shall be in writing and shall be deemed to have been given if hand delivered or mailed, first class postage prepaid, addressed to the Company at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, Attention: Secretary.
15. Governing Law.
This Plan shall be governed by and construed in accordance with the laws of the State of Maryland, provided that, in the case of any conflict between such laws and the federal securities laws, the latter shall govern.
IN WITNESS WHEREOF, The Prudential World Fund, Inc., on behalf of Jennison Global Growth Fund and Dryden International Equity Fund, has executed this Plan by its respective duly authorized officers, all as of the date and year first-above written.
THE PRUDENTIAL WORLD FUND, INC., on behalf of Jennison Global Growth Fund and Dryden International Equity Fund | |||||||
Attest: | By: Name: Title: | ||||||
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FORM OF PLAN OF REORGANIZATION
THIS PLAN OF REORGANIZATION (the "Plan") is made as of this ______ day of _____, 2006, by and between Strategic Partners Mutual Funds, Inc. (the "Company"), a corporation organized under the laws of the State of Maryland with its principal place of business at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, on behalf of the Strategic Partners International Growth Fund, a series of the Company (the "Acquired Fund"), and Prudential World Fund, Inc. (the "Acquiring Company"), a corporation organized under the laws of the State of Maryland with its principal place of business at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, on behalf of the Dryden International Equity Fund, a series of the Acquiring Company (the "Acquiring Fund"). Together, the Acquiring Fund and the Acquired Fund are referred to as the "Funds."
The Plan has been structured with the intention that the transactions contemplated hereby qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The reorganization (hereinafter referred to as the "Reorganization") will consist of (i) the acquisition by the Acquiring Fund, of all of the property, assets and goodwill of the Acquired Fund and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, if any, in exchange solely for full and fractional shares of common stock, par value $0.001 each, of the Acquiring Fund (as defined in Section 1(b) as the "Acquiring Fund Shares"); (ii) the distribution after the Closing Date (as provided in Section 3), of Acquiring Fund Shares to the shareholders of the Acquired Fund according to their respective interests in complete liquidation of the Acquired Fund; and (iii) the dissolution of the Acquired Fund as soon as practicable after the Closing (as defined in Section 3), all upon and subject to the terms and conditions of this Plan hereinafter set forth.
In order to consummate the Plan, the following actions shall be taken by the Company, on behalf of the Acquired Fund, and by the Acquiring Company, on behalf of the Acquiring Fund:
1. Sale and Transfer of Assets of the Acquired Fund in Exchange for Shares of the Acquiring Fund and Assumption of the Acquired Fund's Liabilities, if any, and Liquidation and Dissolution of Acquired Fund.
(a) Subject to the terms and conditions of this Plan, and on the basis of the representations, warranties and covenants contained herein, the Company, on behalf of the Acquired Fund, shall sell, assign, convey, transfer and deliver to the Acquiring Company, for the benefit of the Acquiring Fund, at the Closing all of the Acquired Fund's then existing assets, and assume substantially all of the Acquired Fund's liabilities. The Acquired Fund shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close of business on the Closing Date but only to the extent any liability associated with such rights was not assumed by the Acquiring Fund.
(b) Subject to the terms and conditions of this Plan, the Acquiring Company, on behalf of the Acquiring Fund, shall at the Closing deliver to the Company, for the benefit of the Acquired Fund, the number of shares of a Class of the Acquiring Fund determined by dividing the net asset value allocable to a share of such Class of the Acquired Fund by the net asset value allocable to a share of the corresponding Class of the Acquiring Fund, and multiplying the result thereof by the number of outstanding shares of the applicable Class of the Acquired Fund, as of the close of regular trading on the New York Stock Exchange (the "NYSE") on the Closing Date, all such values to be determined in the manner and as of the time set forth in Section 2 hereof; and assume all of the Acquired Fund's liabilities, if any, as set forth in this Section 1(b). Except as otherwise provided herein, the Acquiring Fund will assume all debts, liabilities, obli gations and duties of the Acquired Fund of whatever kind or nature, whether absolute, accrued, contingent or otherwise, whether or not determinable as of the Closing Date and whether or not specifically referred to in this Plan; provided, however, that the Company agrees to utilize its best efforts to cause the Acquired Fund to discharge all of the known debts, liabilities, obligations and duties of the Acquired Fund prior to the Closing Date.
(c) As soon after the Closing Date as is conveniently practicable, but in any event within 30 days of the Closing Date, the Company on behalf of the Acquired Fund, shall distribute pro rata to Acquired Fund shareholders of record, determined as of the close of business on the Closing Date, the Acquiring Fund Shares received by the
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Acquired Fund pursuant to this Section with each Acquired Fund shareholder receiving shares of the same Class or Classes of the Acquiring Fund as such shareholder holds of the Acquired Fund, and then shall terminate and dissolve. Such liquidation and distribution shall be accomplished by the establishment of accounts on the share records of the Acquiring Fund and noting in such accounts the names of the former Acquired Fund Shareholders and the types and amounts of Acquiring Fund Shares that former Acquired Fund shareholders are due based on their respective holdings of the Acquired Fund as of the close of business on the Closing Date. Fractional Acquiring Fund Shares shall be carried to the second decimal place. The Acquiring Company shall not issue certificates representing the Acquiring Fund shares in connection with such exchange. All issued and outstanding shares of the Acquired Fund will be simultaneously cancelled on the books of the Acquired Fund.
(d) Ownership of Acquiring Fund Shares will be shown on the books of Acquiring Company's transfer agent. Acquiring Fund Shares will be issued in the manner described in Acquiring Company's then-effective registration statement on Form N-1A.
(e) Any transfer taxes payable upon issuance of Acquiring Fund Shares in exchange for shares of the Acquired Fund in a name other than that of the registered holder of the shares being exchanged on the books of the Acquired Fund as of that time shall be paid by the person to whom such shares are to be issued as a condition to the registration of such transfer.
2. Valuation.
(a) The value of the Acquired Fund's assets transferred to and liabilities assumed by the Acquiring Fund (such amount, the "Net Assets") hereunder shall be computed as of the close of regular trading on the NYSE on the Closing Date (such time and date being hereinafter called the "Valuation Time") using the valuation procedures set forth in the Company's articles of incorporation and currently effective registration statement on Form N-1A.
(b) The net asset value of a share of the Acquiring Fund shall be determined to the second decimal point as of the Valuation Time using the valuation procedures set forth in Acquiring Company's articles of incorporation and currently effective registration statement on Form N-1A.
(c) The net asset value of shares of the Acquired Fund shall be determined to the second decimal point as of the Valuation Time using the valuation procedures set forth in the Company's articles of incorporation and currently effective registration statement on Form N-1A.
3. Closing and Closing Date.
(a) The consummation of the transactions contemplated hereby shall take place at the Closing (the "Closing"). The date of the Closing (the "Closing Date") shall be March , 2007, or such earlier or later date as agreed to in writing by the parties hereto. The Closing shall take place at the principal office of the Acquiring Company or at such other place as the parties may agree. The Company, on behalf of the Acquired Fund, shall have provided for delivery, as of the Closing, of the Acquired Fund's Net Assets to be transferred to the account of the Acquiring Company, for the benefit of the Acquiring Fund, at the Acquiring Company's Custodian. Also, the Company, on behalf of the Acquired Fund, shall produce at the Closing (or as soon as possible thereafter) a list of names and addresses of the shareholders of record of full and fractional shares of common stock of the Acquired Fund, par value $0.001 each, (the "Ac quired Fund Shares") and the number of full and fractional Acquired Fund Shares owned by each such shareholder, all as of the Valuation Time, certified by its transfer agent or by its President or Vice-President to the best of its or his or her knowledge and belief. The Acquiring Company, on behalf of the Acquiring Fund, shall issue and deliver to the Secretary of the Company at the Closing a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date, or shall provide evidence satisfactory to the Company that the Acquiring Fund Shares have been registered in all account books of the Acquiring Fund in such manner as the Company, on behalf of the Acquired Fund, may request. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents as such other party or its counsel may reasonably request to effect the transactions contemplated by this Plan.
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(b) In the event that immediately prior to the Valuation Time (a) the NYSE or other primary exchange is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or other primary exchange or elsewhere is disrupted so that accurate appraisal of the value of the Net Assets of the Acquired Fund and of the net asset value per share of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the date when such trading shall have been fully resumed and such reporting shall have been restored.
4. Representations and Warranties to the Acquiring Company, for the benefit of the Acquiring Fund, by the Company on behalf of the Acquired Fund.
The Company, on behalf of the Acquired Fund, makes the following representations and warranties to the Acquiring Company, for the benefit of the Acquiring Fund:
(a) The Acquired Fund is a series of the Company, a corporation duly organized under the laws of the State of Maryland and validly existing under the laws of that jurisdiction and in good standing with the Maryland State Department of Assessments and Taxation (the "SDAT") (the "Department"). The Company is duly registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end, management investment company and all of the Acquired Fund Shares sold have been sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act"). The Acquired Fund has been duly established in accordance with the Company's articles of incorporation as a separate series of the Company.
(b) The financial statements appearing in the Company's Annual Report to Shareholders of the Acquired Fund for the fiscal year ended October 31, 2005 (copies of which have been furnished to the Acquiring Company) have been audited by KPMG LLP, fairly present the financial position of the Acquired Fund as of such date and the results of its operations for the year then ended in conformity with U.S. generally accepted accounting principles applied on a consistent basis.
(c) If available at or prior to the Closing Date, the unaudited financial statements appearing in the Company's Semi-Annual Report to Shareholders of the Acquired Fund for the period ended March 31, 2006 (copies of which will be furnished to the Acquiring Company), and the unaudited financial statements appearing therein fairly present the financial position of the Acquired Fund and the results of operations and changes in net assets as of such date, in conformity with U.S. generally accepted accounting principles.
(d) The Company has the necessary corporate power and authority to conduct the Acquired Fund's business as such business is now being conducted.
(e) The Company is not a party to or obligated under any provision of the Company's articles of incorporation or by-laws or any contract or any other commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.
(f) The Acquired Fund does not have any unamortized or unpaid organizational fees or expenses.
(g) The Acquired Fund has elected to be treated as a regulated investment company (a "RIC") for federal income tax purposes under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and the Acquired Fund has qualified as a RIC for each taxable year since its inception, and will so qualify as of the Closing Date. The consummation of the transactions contemplated by this Plan will not cause the Acquired Fund to fail to satisfy the requirements of Subchapter M of the Code.
(h) The Acquired Fund, or its agents, (i) holds a valid Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Withholding (or other appropriate series of Form W-8, as the case may be), or Form W-9, Request for Taxpayer Identification Number and Certification, for each Acquired Fund shareholder of record, which Form W-8 or Form W-9 can be associated with reportable payments made by the Acquired Fund to such shareholder, and/or (ii) has otherwise timely instituted the appropriate backup withholding procedures with respect to such shareholder as provided by Section 3406 of the Code and the regulations thereunder.
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(i) At the time the Registration Statement (as defined in Section 7(g)) becomes effective, at the time of the meeting of the shareholders of the Acquired Fund and on the Closing Date, the Proxy Statement of the Acquired Fund, the Prospectus of the Acquiring Fund and the Statement of Additional Information of the Acquiring Fund to be included in the Registration Statement and the Registration Statement (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the representations and warranties in this paragraph 4(i) shall not apply to statements in or omissions from the Proxy Statement and Registration Stateme nt made in reliance upon and in conformity with information furnished by the Acquiring Company, on behalf of the Acquiring Fund, for use therein.
5. Representations and Warranties to the Company, for the benefit of the Acquired Fund, by the Acquiring Company, on behalf of the Acquiring Fund.
The Acquiring Company, on behalf of the Acquiring Fund, makes the following representations and warranties to the Company, for the benefit of the Acquired Fund:
(a) The Acquiring Fund is a series of the Acquiring Company, a corporation duly organized under the laws of the State of Maryland and validly existing under the laws of that jurisdiction and in good standing with the SDAT. The Acquiring Company is duly registered under the 1940 Act as an open-end, management investment company and all of the Acquiring Fund Shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act. The Acquiring Fund has been duly established in accordance with the Acquiring Company's articles of incorporation as a separate series of the Acquiring Company.
(b) The Acquiring Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 each of Acquiring Fund Shares, each outstanding share of which is duly and validly authorized, issued and outstanding, fully paid, non-assessable, freely transferable and has voting rights.
(c) At the Closing, the Acquiring Fund Shares will be duly authorized, validly issued, fully paid and non-assessable and, under the under the Acquiring Company's articles of incorporation and by-laws, no shareholder of the Acquiring Fund will have any pre-emptive right to subscribe therefore or purchase such shares, and such shares will be eligible for offering to the public in those states of the United States and jurisdictions in which the shares of the Acquired Fund are presently eligible for offering to the public, and there are a sufficient number of Acquiring Fund Shares registered under the 1933 Act to permit the transfers contemplated by this Plan to be consummated.
(d) The financial statements appearing in the Acquiring Company's Annual Report to Shareholders of the Acquiring Fund for the fiscal year ended October 31, 2005 (copies of which have been furnished to the Company) have been audited by KPMG LLP and fairly present the financial position of the Acquiring Fund as of such date and the results of its operations for the year then ended in conformity with U.S. generally accepted accounting principles applied on a consistent basis.
(e) If available at or prior to the Closing Date, the unaudited financial statements appearing in the Acquiring Company's Semi-Annual Report to Shareholders of the Acquiring Fund for the period ended April 30, 2006 (copies of which will be furnished to the Company), fairly present the financial position of the Acquiring Fund as of such date and the results of operations and changes in net assets as of the six-month period ended April 30, 2006, in conformity with U.S. generally accepted accounting principles.
(f) The Acquiring Company has the necessary corporate power and authority to conduct the Acquiring Fund's business as such business is now being conducted.
(g) The Acquiring Company is not a party to or obligated under any provision of the Acquiring Company's articles of incorporation or by-laws or any contract or any other commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.
(h) The Acquiring Fund has elected to be treated as a RIC for federal income tax purposes under Subchapter M of the Code and the Acquiring Fund has qualified as a RIC for each taxable year since its inception,
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and will so qualify as of the Closing Date. The consummation of the transactions contemplated by this Plan will not cause the Acquiring Fund to fail to satisfy the requirements of Subchapter M of the Code.
(i) At the time the Registration Statement (as defined in Section 7(g)) becomes effective, at the time of the meeting of the shareholders of the Acquired Fund and on the Closing Date, the Proxy Statement of the Acquired Fund, the Prospectus of the Acquiring Fund and the Statement of Additional Information of the Acquiring Fund to be included in the Registration Statement and the Registration Statement (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the representations and warranties in this paragraph 5(i) shall not apply to statements in or omissions from the Proxy Statement and Registration Stateme nt made in reliance upon and in conformity with information furnished by the Company, on behalf of the Acquired Fund, for use therein.
6. Representations and Warranties by the Company, on behalf of the Acquired Fund, and the Acquiring Company, on behalf of the Acquiring Fund.
The Company, on behalf of the Acquired Fund, and the Acquiring Company, on behalf of the Acquiring Fund, make the following representations and warranties.
(a) The statement of assets and liabilities to be created by the Company as of the Valuation Time for the purpose of determining the number of Acquiring Fund Shares to be issued pursuant to Section 1 of this Plan will accurately reflect the Net Assets in the case of the Acquired Fund and the net asset value and outstanding shares of each Fund, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.
(b) At the Closing, each Fund will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in Section 6(a) above, free and clear of all liens or encumbrances of any nature whatsoever, except for such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto.
(c) Except as may be disclosed in the currently effective prospectuses of the Funds, there is no material suit, judicial action, or legal or administrative proceeding pending or threatened against the Funds.
(d) There are no known actual or proposed deficiency assessments with respect to any taxes payable by the Funds.
(e) The execution, delivery and performance of this Plan have been duly authorized by all necessary action of the Board of Directors of the Company and the Board of Directors of the Acquiring Company and this Plan constitutes a valid and binding obligation enforceable against the Company and the Acquiring Company in accordance with its terms.
(f) The Company and the Acquiring Company anticipate that consummation of this Plan will not cause the applicable Fund to fail to comply with the requirements of Subchapter M of the Code for Federal income taxation as a RIC at the end of the applicable fiscal year.
7. Intentions of the Company, on behalf of the Acquired Fund, and the Acquiring Company, on behalf of the Acquiring Fund.
(a) The Company intends to operate the Acquired Fund's business as presently conducted between the date hereof and the Closing Date. The Acquiring Company intends to operate the Acquiring Fund's business as presently conducted between the date hereof and the Closing Date.
(b) The Company intends that the Acquired Fund will not acquire any Acquiring Fund Shares for the purpose of making distributions thereof to anyone other than the Acquired Fund's shareholders.
(c) The Company, on behalf of the Acquired Fund, intends, if the reorganization is consummated, to liquidate and dissolve the Acquired Fund.
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(d) The Company, on behalf of the Acquired Fund, and the Acquiring Company, on behalf of the Acquiring Fund, intend that by the time of Closing, each Fund's Federal and other tax returns and reports required by law to be filed on or before such date shall have been filed, and all Federal and other taxes shown as due on said returns and reports shall have been paid.
(e) At the Closing, the Company, on behalf of the Acquired Fund, intends to have available a copy of the shareholder ledger accounts, certified by the Company's transfer agent or its President or a Vice-President to the best of its or his or her knowledge and belief, for all the shareholders of record of the Acquired Fund as of the Valuation Time who are to become shareholders of the Acquiring Fund as a result of the transfer of assets and the assumption of liabilities that are the subject of this Plan.
(f) The Company intends to mail to each shareholder of record of the Acquired Fund entitled to vote at the meeting of its shareholders at which action on this Plan is to be considered, in sufficient time to comply with requirements as to notice thereof, a Combined Proxy Statement and Prospectus that complies in all material respects with the applicable provisions of Section 14(a) of the Securities Exchange Act of 1934, as amended the (the "1934 Act"), and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.
(g) The Acquiring Company, on behalf of the Acquiring Fund, covenants to file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form N-14 under the 1933 Act relating to the Acquiring Fund Shares issuable hereunder (including any supplement or amendment thereto, the "Registration Statement"), and will use its best efforts to provide that the Registration Statement becomes effective as promptly as practicable and remains effective through the time of Closing. At the time the Registration Statement becomes effective, at the time of the meeting of the shareholders of the Acquired Fund, and on the Closing Date, the Proxy Statement of the Acquired Fund, the Prospectus of the Acquiring Fund and the Statement of Additional Information of the Acquiring Fund to be included in the Registration Statement (collectively, "Proxy Statement"), and the Registration Statement will: (i) comply in all material re spects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading.
(h) The Company intends to call a meeting of the shareholders of the Acquired Fund to consider and act upon this Plan and to use all reasonable efforts to obtain approval of the transactions contemplated hereby (including the determinations of its Board of Directors as set forth in Rule 17a-8(a) under the 1940 Act).
(i) The Company intends that it will, from time to time, as and when requested by the Acquiring Company, for the benefit of the Acquiring Fund, execute and deliver or cause to be executed and delivered, all such assignments and other instruments, and will take or cause to be taken such further action, as the Acquiring Company may deem necessary or desirable in order to vest in and confirm to the Acquiring Fund title to and possession of all the Net Assets to be sold, assigned, transferred and delivered hereunder and otherwise to carry out the intent and purpose of this Plan.
(j) The Acquiring Company, on behalf of the Acquiring Fund, intends to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act (including the determinations of its Board of Directors as set forth in Rule 17a-8(a) thereunder) and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.
(k) The Acquiring Company, on behalf of the Acquiring Fund, intends that it will, from time to time, as and when requested by the Company, for the benefit of the Acquired Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action, as the Company may deem necessary or desirable in order to (i) vest in and confirm to the Acquired Fund title to and possession of all the Acquiring Fund Shares to be transferred to the shareholders of the Acquired Fund pursuant to this Plan; (ii) assume all of the liabilities of the Acquired Fund in accordance with this Plan; and (iii) otherwise to carry out the intent and purpose of this Plan.
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8. Conditions Precedent to be Fulfilled by the Company, on behalf of the Acquired Fund, and the Acquiring Company, on behalf of the Acquiring Fund.
The consummation of the Plan with respect to the Acquiring Fund and the Acquired Fund shall be subject to the following conditions:
(a) That (i) all the representations and warranties contained herein concerning the Funds shall be true and correct as of the Closing, with the same effect as though made as of and at such date; (ii) performance of all obligations required by this Plan to be performed on or on behalf of the Funds shall occur prior to the Closing; and (iii) the President or a Vice President and the Secretary or equivalent officer of each of the Company and the Acquiring Company shall execute a certificate to the foregoing effect.
(b) That the form of this Plan shall have been adopted and approved by the appropriate action of the Board of Directors of the Company, on behalf of the Acquired Fund, and the Board of Directors of the Acquiring Company, on behalf of the Acquiring Fund.
(c) That the SEC shall not have issued an unfavorable management report under Section 25(b) of the 1940 Act or instituted or threatened to institute any proceeding seeking to enjoin consummation of the Plan under Section 25(c) of the 1940 Act. And, further, no other legal, administrative or other proceeding shall have been instituted or to the best of either the Company's or the Acquiring Company's knowledge have been threatened that would materially and adversely affect the business or financial condition of the applicable Fund, would prohibit the transactions contemplated hereby or would adversely affect the ability of the applicable Fund to consummate the transactions contemplated hereby.
(d) That the Plan contemplated hereby shall have been adopted and approved by the appropriate action of the shareholders of the Acquired Fund at an annual or special meeting or any adjournment thereof.
(e) That a distribution or distributions shall have been declared for each Fund, prior to the Closing Date that, together with all previous distributions, shall have the effect of distributing to shareholders of each Fund (i) all of its ordinary income and all of its capital gain net income, if any, for the period from the close of its last fiscal year to the Valuation Time and (ii) any undistributed ordinary income and capital gain net income from any prior period. Capital gain net income has the meaning assigned to such term by Section 1222(9) of the Code.
(f) The Company, for the benefit of the Acquired Fund, shall have received on the Closing Date a favorable opinion from (i) DLA Piper Rudnick Gray Cary US LLP, special Maryland counsel to the Acquiring Company, with respect to items in this section that relate to matters of Maryland law, and (ii) Sullivan & Cromwell LLP, counsel to the Acquiring Company, with respect to certain other items in this section, each dated as of the Closing Date, to the effect that:
(1) The Acquiring Fund is a corporation duly incorporated and validly existing under the laws of the State of Maryland and in good standing with the SDAT with requisite corporate power under its charter to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as described in its current prospectus and the Acquiring Fund has been duly established as a series of the Acquiring Company in accordance with the terms of the Acquiring Company's charter and the Maryland General Corporate Law;
(2) This Plan has been duly authorized, executed and, to the knowledge of such counsel, delivered by the Acquiring Company, on behalf of the Acquiring Fund, and, assuming due authorization, execution and delivery of the Plan by the Company, on behalf of the Acquired Fund, is a valid and legally binding obligation of the Acquiring Company and the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, provided that such counsel may state that they express no opinion as to the validity or enforceability of any provision regarding choice of Maryland law to govern this Plan;
(3) When the Acquiring Fund shares to be distributed to Acquired Fund shareholders under the Plan are issued, sold and delivered, in an amount not to exceed the then authorized number of shares of common
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stock, par value $.001 per share, as contemplated by the Plan for the consideration stated in the Plan, which shall in each event be at least equal to the net asset value and par value per share, they will be validly issued, fully paid and non-assessable, and no shareholder of Acquiring Fund will have any pre-emptive rights under Maryland law to subscription or purchase in respect thereof;
(4) The execution and delivery of the Plan did not, and the performance of this Plan, by the Acquiring Company, on behalf of the Acquiring Fund, of its obligations hereunder will not violate any provision of the Acquiring Company's charter or by-laws, or result in a default or a breach of (a) the Management Agreement, (b) the Custodian Contract, (c) the Distribution Agreement, and (d) the Transfer Agency and Service Agreement, each as defined in the Acquiring Company's currently effective registration statement on Form N-1A, except where such violation, default or breach would not have a material adverse effect on the Acquiring Fund;
(5) To the knowledge of such counsel and without independent inquiry or investigation, no consent, approval, authorization, filing or order of any court or governmental authority is required to be obtained by the Acquiring Company, on behalf of the Acquiring Fund, under the federal laws of the United States and the laws of the State of Maryland for the consummation by the Acquiring Company, on behalf of the Acquiring Fund, of the transactions contemplated by the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws.
(6) The Acquiring Company has been registered with the SEC as an investment company, and, to the knowledge of such counsel without independent inquiry or investigation, no order has been issued or proceeding instituted to suspend such registration.
(7) To the knowledge of such counsel and without independent inquiry or investigation, no litigation or government proceeding has been instituted or threatened against the Acquiring Company or the Acquiring Fund, that would be required to be disclosed in the Acquiring Company's registration statement on Form N-14 and is not so disclosed.
In giving the opinions set forth above, counsel may state that it is relying on certificates of the officers of the Acquiring Company with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good standing of the Acquiring Company.
(g) The Acquiring Company, for the benefit of the Acquiring Fund, shall have received on the Closing Date a favorable opinion from (i) DLA Piper Rudnick Gray Cary US LLP, special Maryland counsel to the Company, with respect to items in this section that relate to matters of Maryland/ law, and (ii) Wilkie Farr & Gallagher LLP, counsel to the Acquired Company, with respect to certain other items in this section, each dated as of the Closing Date, to the effect that:
(1) The Company is a corporation duly incorporated, validly existing and in good standing with the SDAT with requisite corporate power under its charter and under the laws of the State of Maryland, to own all of its properties and assets and, to carry on its business as described in the current prospectus of the Acquired Fund, and the Acquired Fund has been duly established in accordance with the terms of the Maryland General Corporate Law and the Company's charter as a separate series of the Company;
(2) This Plan has been duly authorized, executed and, to the knowledge of such counsel, delivered by the Company, on behalf of the Acquired Fund, and, assuming due authorization, execution and delivery of the Plan by the Acquiring Company, on behalf of the Acquiring Fund, is a valid and legally binding obligation of the Company and the Acquired Fund enforceable against the Acquired Fund, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, provided that such counsel may state that they express no opinion as to the validity or enforceability of any provision regarding choice of Maryland law to govern this Plan;
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(3) All actions required to be taken by the Company and the Acquired Fund to authorize and effect the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and the Acquired Fund;
(4) The execution and delivery of the Plan did not, and the performance of this Plan, by the Company, on behalf of the Acquired Fund, of its obligations hereunder will not, violate any provision of the Company's charter or by-laws, or result in a default or breach of (a) the Management Agreement, (b) the Custodian Contract, (c) the Distribution Agreement, and (d) the Transfer Agency and Service Agreement, each as defined in the Company's currently effective registration statement on Form N-1A, except where such violation, default or breach would not have a material adverse effect on the Acquired Fund;
(5) To the knowledge of such counsel, no consent, approval, authorization, filing or order of any court or governmental authority is required for the consummation by the Company, on behalf of the Acquired Fund, of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state Blue Sky or securities laws as to which such counsel may state that they express no opinion;
(6) Such counsel knows of no litigation or government proceeding instituted or threatened against the Company or the Acquired Fund, that would be required to be disclosed in the Company's registration statement on Form N-1A and is not so disclosed;
(7) The Company has been registered with the SEC as an investment company, and, to the knowledge of such counsel, no order has been issued or proceeding instituted to suspend such registration.
In giving the opinions set forth above, counsel may state that it is relying on certificates of the officers of the Company with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good standing of the Company.
(h) The Company and the Acquiring Company shall have received with respect to the Acquired Fund and the Acquiring Fund, on or before the Closing Date, an opinion of Shearman & Sterling LLP, special tax counsel to the Company and the Acquiring Company, in form and substance satisfactory to the Company and the Acquiring Company, substantially to the effect that, for federal income tax purposes:
(1) the transfer of the assets of the Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of the Acquired Fund, if any, as provided for in the Plan, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund each will be deemed to be a "party to a reorganization" within the meaning of Section 368(b) of the Code;
(2) in accordance with Sections 357 and 361 of the Code, no gain or loss will be recognized by the Acquired Fund as a result of the transfer of its assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, if any, or on the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund, as provided for in the Plan;
(3) under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund on the receipt of the assets of the Acquired Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, if any, as provided for in the Plan;
(4) in accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized by the shareholders of the Acquired Fund on the receipt of Acquiring Fund Shares in exchange for their shares of the Acquired Fund;
(5) in accordance with Section 362(b) of the Code, the tax basis of the Acquiring Fund in the assets of the Acquired Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the transactions contemplated by the Plan;
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(6) in accordance with Section 358 of the Code, immediately after the consummation of the transactions contemplated by the Plan, the tax basis of the Acquiring Fund Shares received by the shareholders of the Acquired Fund will be equal, in the aggregate, to the tax basis of their shares of the Acquired Fund surrendered in exchange therefor;
(7) in accordance with Section 1223 of the Code, the holding period for the Acquiring Fund Shares received by the shareholders of the Acquired Fund will be determined by including the period for which such shareholder held their shares of the Acquired Fund exchanged therefor; provided that the shares of the Acquired Fund Shares were held as capital assets for federal income tax purposes;
(8) in accordance with Section 1223 of the Code, the holding period of the Acquiring Fund with respect to the assets of the Acquired Fund acquired by it in accordance with the Plan will include the period for which such assets were held by the Acquired Fund; and
(9) pursuant to Section 381(a) of the Code and regulations thereunder, the Acquiring Fund will succeed to and take into account certain tax attributes of the Acquired Fund, such as earnings and profits and method of tax accounting.
In giving the opinions set forth above, counsel may state that it is relying on certificates of the officers of the Acquiring Company and/or the Company with regard to certain matters.
(i) The Acquiring Fund Shares to be delivered hereunder shall be eligible for such sale by the Acquiring Fund with each state commission or agency with which such eligibility is required in order to permit the Acquiring Fund Shares lawfully to be delivered to each shareholder of the Acquired Fund.
9. Fees and Expenses.
(a) Each of the Company and the Acquiring Company represents and warrants to the other that there are no broker or finders' fees payable by it in connection with the transactions provided for herein.
(b) The expenses of entering into and carrying out the provisions of this Plan shall be borne by the Manager and/or an affiliate and the Acquired Fund.
10. Termination; Postponement; Waiver; Order.
(a) Anything contained in this Plan to the contrary notwithstanding, this Plan may be terminated and abandoned at any time (whether before or after approval thereof by the shareholders of the Acquired Fund) prior to the Closing or the Closing may be postponed by either Company on behalf of a Fund by resolution of the Board of Directors, if circumstances develop that, in the opinion of either Board, make proceeding with the Plan inadvisable.
(b) In the event of termination of this Plan pursuant to the provisions hereof, the same shall become void and have no further effect with respect to the Acquiring Fund or Acquired Fund, and none of the Company, the Acquiring Company, the Acquired Fund or the Acquiring Fund, nor the directors, officers, agents or shareholders shall have any liability in respect of this Plan.
(c) At any time prior to the Closing, any of the terms or conditions of this Plan may be waived by the party who is entitled to the benefit thereof by action taken by the relevant Board of Directors if, in the judgment of such Board of Directors, such action or waiver will not have a material adverse effect on the benefits intended under this Plan to its shareholders, on behalf of whom such action is taken.
(d) The respective representations and warranties contained in Sections 4 and 6 hereof shall expire with and be terminated by the Plan, and none of the Company, the Acquiring Company, any of their respective officers, directors, agents or shareholders, either of the Funds, or their respective shareholders shall have any liability with respect to such representations or warranties after the Closing. This provision shall not protect any officer, director, agent or shareholder of either the Acquiring Fund or the Acquired Fund or either the Company or the Acquiring Company, against any liability to the entity for which that officer, director, agent or shareholder so acts or to any of the Company's or the Acquiring Company's shareholders to which that officer, director, agent or shareholder would
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otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of such office.
(e) If any order or orders of the SEC with respect to this Plan shall be issued prior to the Closing and shall impose any terms or conditions that are determined by action of the Board of Directors of the Company, on behalf of the Acquired Fund, or the Board of Directors of the Acquiring Company, on behalf of the Acquiring Fund, to be acceptable, such terms and conditions shall be binding as if a part of this Plan without further vote or approval of the shareholders of the Acquired Fund, unless such terms and conditions shall result in a change in the method of computing the number of Acquiring Fund Shares to be issued to the Acquired Fund in which event, unless such terms and conditions shall have been included in the proxy solicitation material furnished to the Acquired Fund shareholders prior to the meeting at which the transactions contemplated by this Plan shall have been approved, this Plan shall not be consummated and shall terminate unless the Company, on behalf of the Acquired Fund, shall promptly call a special meeting of shareholders at which such conditions so imposed shall be submitted for approval.
11. Headings; Counterparts.
(a) The paragraph headings contained in this Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of the Plan.
(b) This Plan may be executed in any number of counterparts, each of which will be deemed an original.
12. Agreement an Obligation Only of the Funds, and Enforceable Only Against Assets of the Funds.
Each of the Company and the Acquiring Company acknowledge that it must look, and agrees that it shall look, solely to the assets of the Acquired Fund and the Acquiring Fund, as applicable, for the enforcement of any claims arising out of or based on the obligations of the Company or the Acquiring Company hereunder, and in particular that none of the assets of either the Company or the Acquiring Company, as applicable, other than the portfolio assets of the Acquired Fund or the Acquiring Fund, as the case may be, may be resorted to for the enforcement of any claim based on the obligations of such Fund hereunder.
13. Entire Plan and Amendments; Survival of Warranties.
This Plan embodies the entire agreement of the Company, on behalf of the Acquired Fund, and the Acquiring Company, on behalf of the Acquiring Fund, and there are no agreements, understandings, restrictions, or warranties between the parties other than those set forth herein or herein provided for. This Plan may be amended only in a writing signed by the Company, on behalf of the Acquired Fund, and the Acquiring Company, on behalf of the Acquiring Fund. This Plan shall be binding upon and inure to the benefit of the parties and their respective successors and assigns and neither this Plan nor any interest herein may be assigned without the prior written consent of the Company, on behalf of the Acquired Fund, and the Acquiring Company, on behalf of the Acquiring Fund. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation other than the parties and their respective successor s, and assigns any rights or remedies under or by any reason of this plan. The representations, warranties and covenants contained in this Plan or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder.
14. Notices.
Any notice, report, demand or other communication required or permitted by any provision of this Plan shall be in writing and shall be deemed to have been given if hand delivered or mailed, first class postage prepaid, addressed to the Acquiring Company at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, Attention: Secretary; and to the Company at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, Attention: Secretary.
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15. Governing Law.
This Plan shall be governed by and construed in accordance with the laws of the State of Maryland, provided that, in the case of any conflict between such laws and the federal securities laws, the latter shall govern.
IN WITNESS WHEREOF, _______________, on behalf of _______________, and _______________, on behalf of _______________, have executed this Plan by their respective duly authorized officers, all as of the date and year first-above written.
STRATEGIC PARTNERS MUTUAL FUNDS, INC.,
on behalf of its
Strategic Partners International Growth Fund series
Attest: | By: Name: Title: | ||||||
PRUDENTIAL WORLD FUND, INC.,
on behalf of its Dryden International Equity Fund series
Attest: | By: Name: Title: | ||||||
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FORM OF PLAN OF REORGANIZATION
THIS PLAN OF REORGANIZATION (the "Plan") is made as of this ______ day of _____, 2006, by the Prudential World Fund, Inc. (the "Company"), a corporation organized under the laws of the State of Maryland with its principal place of business at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, on behalf of the Strategic Partners International Value Fund, a series of the Company (the "Acquired Fund"), and on behalf of the Dryden International Equity Fund, a series of the Company (the "Acquiring Fund"). Together, the Acquiring Fund and the Acquired Fund are referred to as the "Funds."
The Plan has been structured with the intention that the transactions contemplated hereby qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The reorganization (hereinafter referred to as the "Reorganization") will consist of (i) the acquisition by the Acquiring Fund, of all of the property, assets and goodwill of the Acquired Fund and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, if any, in exchange solely for full and fractional shares of common stock, par value $0.001 each, of the Acquiring Fund (as defined in Section 1(b) as the "Acquiring Fund Shares"); (ii) the distribution after the Closing Date (as provided in Section 3), of Acquiring Fund Shares to the shareholders of the Acquired Fund according to their respective interests in complete liquidation of the Acquired Fund; and (iii) the dissolution of the Acquired Fund as soon as practicable after the Closing (as defined in Section 3), all upon and subject to the terms and conditions of this Plan hereinafter set forth.
In order to consummate the Plan, the following actions shall be taken by the Company on behalf of the Acquired Fund and on behalf of the Acquiring Fund:
1. Sale and Transfer of Assets of the Acquired Fund in Exchange for Shares of the Acquiring Fund and Assumption of the Acquired Fund's Liabilities, if any, and Liquidation and Dissolution of Acquired Fund.
(a) Subject to the terms and conditions of this Plan, and on the basis of the representations, warranties and covenants contained herein, the Company, on behalf of the Acquired Fund, shall sell, assign, convey, transfer and deliver to the Company, for the benefit of the Acquiring Fund, at the Closing all of the Acquired Fund's then existing assets, and assume substantially all of the Acquired Fund's liabilities. The Acquired Fund shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the close of business on the Closing Date but only to the extent any liability associated with such rights was not assumed by the Acquiring Fund.
(b) Subject to the terms and conditions of this Plan, the Company, on behalf of the Acquiring Fund, shall at the Closing deliver, for the benefit of the Acquired Fund, the number of shares of a Class of the Acquiring Fund determined by dividing the net asset value allocable to a share of such Class of the Acquired Fund by the net asset value allocable to a share of the corresponding Class of the Acquiring Fund, and multiplying the result thereof by the number of outstanding shares of the applicable Class of the Acquired Fund, as of the close of regular trading on the New York Stock Exchange (the "NYSE") on the Closing Date, all such values to be determined in the manner and as of the time set forth in Section 2 hereof; and assume all of the Acquired Fund's liabilities, if any, as set forth in this Section 1(b). Except as otherwise provided herein, the Acquiring Fund will assume all debts, liabilities, obligations and duties of the Acquired Fund of whatever kind or nature, whether absolute, accrued, contingent or otherwise, whether or not determinable as of the Closing Date and whether or not specifically referred to in this Plan; provided, however, that the Company agrees to utilize its best efforts to cause the Acquired Fund to discharge all of the known debts, liabilities, obligations and duties of the Acquired Fund prior to the Closing Date.
(c) As soon after the Closing Date as is conveniently practicable, but in any event within 30 days of the Closing Date, the Company on behalf of the Acquired Fund, shall distribute pro rata to Acquired Fund shareholders of record, determined as of the close of business on the Closing Date, the Acquiring Fund Shares received by the Acquired Fund pursuant to this Section with each Acquired Fund shareholder receiving shares of the same Class or Classes of the Acquiring Fund as such shareholder holds of the Acquired Fund, and then shall terminate and dissolve. Such liquidation and distribution shall be accomplished by the establishment of accounts on the share records of the
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Acquiring Fund and noting in such accounts the names of the former Acquired Fund Shareholders and the types and amounts of Acquiring Fund Shares that former Acquired Fund shareholders are due based on their respective holdings of the Acquired Fund as of the close of business on the Closing Date. Fractional Acquiring Fund Shares shall be carried to the second decimal place. The Company shall not issue certificates representing the Acquiring Fund shares in connection with such exchange. All issued and outstanding shares of the Acquired Fund will be simultaneously cancelled on the books of the Acquired Fund.
(d) Ownership of Acquiring Fund Shares will be shown on the books of Company's transfer agent. Acquiring Fund Shares will be issued in the manner described in the Company's then-effective registration statement on Form N-1A.
(e) Any transfer taxes payable upon issuance of Acquiring Fund Shares in exchange for shares of the Acquired Fund in a name other than that of the registered holder of the shares being exchanged on the books of the Acquired Fund as of that time shall be paid by the person to whom such shares are to be issued as a condition to the registration of such transfer.
2. Valuation.
(a) The value of the Acquired Fund's assets transferred to and liabilities assumed by the Acquiring Fund (such amount, the "Net Assets") hereunder shall be computed as of the close of regular trading on the NYSE on the Closing Date (such time and date being hereinafter called the "Valuation Time") using the valuation procedures set forth in the Company's articles of incorporation and currently effective registration statement on Form N-1A.
(b) The net asset value of a share of the Acquiring Fund shall be determined to the second decimal point as of the Valuation Time using the valuation procedures set forth in the Company's articles of incorporation and currently effective registration statement on Form N-1A.
(c) The net asset value of shares of the Acquired Fund shall be determined to the second decimal point as of the Valuation Time using the valuation procedures set forth in the Company's articles of incorporation and currently effective registration statement on Form N-1A.
3. Closing and Closing Date.
(a) The consummation of the transactions contemplated hereby shall take place at the Closing (the "Closing"). The date of the Closing (the "Closing Date") shall be March , 2007, or such earlier or later date as agreed to in writing by the parties hereto. The Closing shall take place at the principal office of the Company or at such other place as the parties may agree. The Company, on behalf of the Acquired Fund, shall have provided for delivery, as of the Closing, of the Acquired Fund's Net Assets to be transferred to the account of the Company, for the benefit of the Acquiring Fund, at the Company's Custodian. Also, the Company, on behalf of the Acquired Fund, shall produce at the Closing (or as soon as possible thereafter) a list of names and addresses of the shareholders of record of full and fractional shares of common stock of the Acquired Fund, par value $0.001 each, (the "Acquired Fund Shares") and the n umber of full and fractional Acquired Fund Shares owned by each such shareholder, all as of the Valuation Time, certified by its transfer agent or by its President or Vice-President to the best of its or his or her knowledge and belief. The Company, on behalf of the Acquiring Fund, shall issue at the Closing a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date, or shall provide evidence that the Acquiring Fund Shares have been registered in all account books of the Acquiring Fund in such manner as the Company, on behalf of the Acquired Fund, may request. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents as such other party or its counsel may reasonably request to effect the transactions contemplated by this Plan.
(b) In the event that immediately prior to the Valuation Time (a) the NYSE or other primary exchange is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or other primary exchange or elsewhere is disrupted so that accurate appraisal of the value of the Net Assets of the Acquired Fund and of the net asset value per share of the Acquiring Fund or the Acquired Fund is impracticable, the Closing
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Date shall be postponed until the first business day after the date when such trading shall have been fully resumed and such reporting shall have been restored.
4. Representations and Warranties for the benefit of the Acquiring Fund by the Company on behalf of the Acquired Fund.
The Company, on behalf of the Acquired Fund, makes the following representations and warranties to for the benefit of the Acquiring Fund:
(a) The Acquired Fund is a series of the Company, a corporation duly organized under the laws of the State of Maryland and validly existing under the laws of that jurisdiction and in good standing with the Maryland State Department of Assessments and Taxation (the "SDAT") (the "Department"). The Company is duly registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end, management investment company and all of the Acquired Fund Shares sold have been sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act"). The Acquired Fund has been duly established in accordance with the Company's articles of incorporation as a separate series of the Company.
(b) The financial statements appearing in the Company's Annual Report to Shareholders of the Acquired Fund for the fiscal year ended October 31, 2005 have been audited by KPMG LLP, fairly present the financial position of the Acquired Fund as of such date and the results of its operations for the year then ended in conformity with U.S. generally accepted accounting principles applied on a consistent basis.
(c) If available at or prior to the Closing Date, the unaudited financial statements appearing in the Company's Semi-Annual Report to Shareholders of the Acquired Fund for the period ended March 31, 2006, and the unaudited financial statements appearing therein fairly present the financial position of the Acquired Fund and the results of operations and changes in net assets as of such date, in conformity with U.S. generally accepted accounting principles.
(d) The Company has the necessary corporate power and authority to conduct the Acquired Fund's business as such business is now being conducted.
(e) The Company is not a party to or obligated under any provision of the Company's articles of incorporation or by-laws or any contract or any other commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.
(f) The Acquired Fund does not have any unamortized or unpaid organizational fees or expenses.
(g) The Acquired Fund has elected to be treated as a regulated investment company (a "RIC") for federal income tax purposes under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and the Acquired Fund has qualified as a RIC for each taxable year since its inception, and will so qualify as of the Closing Date. The consummation of the transactions contemplated by this Plan will not cause the Acquired Fund to fail to satisfy the requirements of Subchapter M of the Code.
(h) The Acquired Fund, or its agents, (i) holds a valid Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Withholding (or other appropriate series of Form W-8, as the case may be), or Form W-9, Request for Taxpayer Identification Number and Certification, for each Acquired Fund shareholder of record, which Form W-8 or Form W-9 can be associated with reportable payments made by the Acquired Fund to such shareholder, and/or (ii) has otherwise timely instituted the appropriate backup withholding procedures with respect to such shareholder as provided by Section 3406 of the Code and the regulations thereunder.
(i) At the time the Registration Statement (as defined in Section 7(g)) becomes effective, at the time of the meeting of the shareholders of the Acquired Fund and on the Closing Date, the Proxy Statement of the Acquired Fund, the Prospectus of the Acquiring Fund and the Statement of Additional Information of the Acquiring Fund to be included in the Registration Statement and the Registration Statement (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required
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to be stated therein or necessary to make the statements therein not misleading; provided, however, that the representations and warranties in this paragraph 4(i) shall not apply to statements in or omissions from the Proxy Statement and Registration Statement made in reliance upon and in conformity with information furnished by the Company, on behalf of the Acquiring Fund, for use therein.
5. Representations and Warranties for the benefit of the Acquired Fund, by the Company, on behalf of the Acquiring Fund.
The Company, on behalf of the Acquiring Fund, makes the following representations and warranties for the benefit of the Acquired Fund:
(a) The Acquiring Fund is a series of the Company, a corporation duly organized under the laws of the State of Maryland and validly existing under the laws of that jurisdiction and in good standing with the SDAT. The Company is duly registered under the 1940 Act as an open-end, management investment company and all of the Acquiring Fund Shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act. The Acquiring Fund has been duly established in accordance with the Company's articles of incorporation as a separate series of the Company.
(b) The Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 each of Acquiring Fund Shares, each outstanding share of which is duly and validly authorized, issued and outstanding, fully paid, non-assessable, freely transferable and has voting rights.
(c) At the Closing, the Acquiring Fund Shares will be duly authorized, validly issued, fully paid and non-assessable and, under the under the Company's articles of incorporation and by-laws, no shareholder of the Acquiring Fund will have any pre-emptive right to subscribe therefore or purchase such shares, and such shares will be eligible for offering to the public in those states of the United States and jurisdictions in which the shares of the Acquired Fund are presently eligible for offering to the public, and there are a sufficient number of Acquiring Fund Shares registered under the 1933 Act to permit the transfers contemplated by this Plan to be consummated.
(d) The financial statements appearing in the Company's Annual Report to Shareholders of the Acquiring Fund for the fiscal year ended October 31, 2005 have been audited by KPMG LLP and fairly present the financial position of the Acquiring Fund as of such date and the results of its operations for the year then ended in conformity with U.S. generally accepted accounting principles applied on a consistent basis.
(e) If available at or prior to the Closing Date, the unaudited financial statements appearing in the Company's Semi-Annual Report to Shareholders of the Acquiring Fund for the period ended March 31, 2006, fairly present the financial position of the Acquiring Fund and the results of operations and changes in net assets as of the respective date indicated, in conformity with U.S. generally accepted accounting principles.
(f) The Company has the necessary corporate power and authority to conduct the Acquiring Fund's business as such business is now being conducted.
(g) The Company is not a party to or obligated under any provision of the Company's articles of incorporation or by-laws or any contract or any other commitment or obligation, and is not subject to any order or decree, that would be violated by its execution of or performance under this Plan.
(h) The Acquiring Fund has elected to be treated as a RIC for federal income tax purposes under Subchapter M of the Code and the Acquiring Fund has qualified as a RIC for each taxable year since its inception, and will so qualify as of the Closing Date. The consummation of the transactions contemplated by this Plan will not cause the Acquiring Fund to fail to satisfy the requirements of Subchapter M of the Code.
(i) At the time the Registration Statement (as defined in Section 7(g)) becomes effective, at the time of the meeting of the shareholders of the Acquired Fund and on the Closing Date, the Proxy Statement of the Acquired Fund, the Prospectus of the Acquiring Fund and the Statement of Additional Information of the Acquiring Fund to be included in the Registration Statement and the Registration Statement (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations promulgated
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thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the representations and warranties in this paragraph 5(i) shall not apply to statements in or omissions from the Proxy Statement and Registration Statement made in reliance upon and in conformity with information furnished by the Company, on behalf of the Acquired Fund, for use therein.
6. Representations and Warranties by the Company on behalf of the Acquired Fund and on behalf of the Acquiring Fund.
The Company, on behalf of the Acquired Fund and the Acquiring Fund, makes the following representations and warranties.
(a) The statement of assets and liabilities to be created by the Company as of the Valuation Time for the purpose of determining the number of Acquiring Fund Shares to be issued pursuant to Section 1 of this Plan will accurately reflect the Net Assets in the case of the Acquired Fund and the net asset value and outstanding shares of each Fund, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.
(b) At the Closing, each Fund will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in Section 6(a) above, free and clear of all liens or encumbrances of any nature whatsoever, except for such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto.
(c) Except as may be disclosed in the currently effective prospectuses of the Funds, there is no material suit, judicial action, or legal or administrative proceeding pending or threatened against the Funds.
(d) There are no known actual or proposed deficiency assessments with respect to any taxes payable by the Funds.
(e) The execution, delivery and performance of this Plan have been duly authorized by all necessary action of the Board of Directors of the Company and this Plan constitutes a valid and binding obligation enforceable against the Company in accordance with its terms.
(f) The Company anticipates that consummation of this Plan will not cause the applicable Fund to fail to comply with the requirements of Subchapter M of the Code for Federal income taxation as a RIC at the end of the applicable fiscal year.
7. Intentions of the Company, on behalf of the Acquired Fund and on behalf of the Acquiring Fund.
(a) The Company intends to operate the Acquired Fund's business as presently conducted between the date hereof and the Closing Date. The Company intends to operate the Acquiring Fund's business as presently conducted between the date hereof and the Closing Date.
(b) The Company intends that the Acquired Fund will not acquire any Acquiring Fund Shares for the purpose of making distributions thereof to anyone other than the Acquired Fund's shareholders.
(c) The Company, on behalf of the Acquired Fund, intends, if the reorganization is consummated, to liquidate and dissolve the Acquired Fund.
(d) The Company, on behalf of the Acquired Fund and on behalf of the Acquiring Fund, intends that by the time of Closing, each Fund's Federal and other tax returns and reports required by law to be filed on or before such date shall have been filed, and all Federal and other taxes shown as due on said returns and reports shall have been paid.
(e) At the Closing, the Company, on behalf of the Acquired Fund, intends to have available a copy of the shareholder ledger accounts, certified by the Company's transfer agent or its President or a Vice-President to the best of its or his or her knowledge and belief, for all the shareholders of record of the Acquired Fund as of the Valuation Time who are to become shareholders of the Acquiring Fund as a result of the transfer of assets and the assumption of liabilities that are the subject of this Plan.
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(f) The Company intends to mail to each shareholder of record of the Acquired Fund entitled to vote at the meeting of its shareholders at which action on this Plan is to be considered, in sufficient time to comply with requirements as to notice thereof, a Combined Proxy Statement and Prospectus that complies in all material respects with the applicable provisions of Section 14(a) of the Securities Exchange Act of 1934, as amended the (the "1934 Act"), and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.
(g) The Company, on behalf of the Acquiring Fund, covenants to file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form N-14 under the 1933 Act relating to the Acquiring Fund Shares issuable hereunder (including any supplement or amendment thereto, the "Registration Statement"), and will use its best efforts to provide that the Registration Statement becomes effective as promptly as practicable and remains effective through the time of Closing. At the time the Registration Statement becomes effective, at the time of the meeting of the shareholders of the Acquired Fund, and on the Closing Date, the Proxy Statement of the Acquired Fund, the Prospectus of the Acquiring Fund and the Statement of Additional Information of the Acquiring Fund to be included in the Registration Statement (collectively, "Proxy Statement"), and the Registration Statement will: (i) comply in all material respects wit h the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading.
(h) The Company intends to call a meeting of the shareholders of the Acquired Fund to consider and act upon this Plan and to use all reasonable efforts to obtain approval of the transactions contemplated hereby (including the determinations of its Board of Directors as set forth in Rule 17a-8(a) under the 1940 Act).
(i) The Company intends that it will, from time to time, for the benefit of the Acquiring Fund, execute and deliver or cause to be executed and delivered, all such assignments and other instruments, and will take or cause to be taken such further action, as the Company may deem necessary or desirable in order to vest in and confirm to the Acquiring Fund title to and possession of all the Net Assets to be sold, assigned, transferred and delivered hereunder and otherwise to carry out the intent and purpose of this Plan.
(j) The Company, on behalf of the Acquiring Fund, intends to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act (including the determinations of its Board of Directors as set forth in Rule 17a-8(a) thereunder) and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.
(k) The Company, on behalf of the Acquiring Fund, intends that it will, from time to time, for the benefit of the Acquired Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action, as the Company may deem necessary or desirable in order to (i) vest in and confirm to the Acquired Fund title to and possession of all the Acquiring Fund Shares to be transferred to the shareholders of the Acquired Fund pursuant to this Plan; (ii) assume all of the liabilities of the Acquired Fund in accordance with this Plan; and (iii) otherwise to carry out the intent and purpose of this Plan.
8. Conditions Precedent to be Fulfilled by the Company, on behalf of the Acquired Fund and on behalf of the Acquiring Fund.
The consummation of the Plan with respect to the Acquiring Fund and the Acquired Fund shall be subject to the following conditions:
(a) That (i) all the representations and warranties contained herein concerning the Funds shall be true and correct as of the Closing, with the same effect as though made as of and at such date; (ii) performance of all obligations required by this Plan to be performed on or on behalf of the Funds shall occur prior to the Closing; and (iii) the President or a Vice President and the Secretary or equivalent officer of the Company shall execute a certificate to the foregoing effect.
(b) That the form of this Plan shall have been adopted and approved by the appropriate action of the Board of Directors of the Company on behalf of the Acquired Fund and on behalf of the Acquiring Fund.
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(c) That the SEC shall not have issued an unfavorable management report under Section 25(b) of the 1940 Act or instituted or threatened to institute any proceeding seeking to enjoin consummation of the Plan under Section 25(c) of the 1940 Act. And, further, no other legal, administrative or other proceeding shall have been instituted or to the best of either the Company's or the Company's knowledge have been threatened that would materially and adversely affect the business or financial condition of the applicable Fund, would prohibit the transactions contemplated hereby or would adversely affect the ability of the applicable Fund to consummate the transactions contemplated hereby.
(d) That the Plan contemplated hereby shall have been adopted and approved by the appropriate action of the shareholders of the Acquired Fund at an annual or special meeting or any adjournment thereof.
(e) That a distribution or distributions shall have been declared for each Fund, prior to the Closing Date that, together with all previous distributions, shall have the effect of distributing to shareholders of each Fund (i) all of its ordinary income and all of its capital gain net income, if any, for the period from the close of its last fiscal year to the Valuation Time and (ii) any undistributed ordinary income and capital gain net income from any prior period. Capital gain net income has the meaning assigned to such term by Section 1222(9) of the Code.
(f) The Company, for the benefit of the Acquired Fund, shall have received on the Closing Date a favorable opinion from (i) DLA Piper Rudnick Gray Cary US LLP, special Maryland counsel to the Company, with respect to items in this section that relate to matters of Maryland law, and (ii) Sullivan & Cromwell LLP, counsel to the Company, with respect to certain other items in this section, each dated as of the Closing Date, to the effect that:
(1) The Acquiring Fund is a corporation duly incorporated and validly existing under the laws of the State of Maryland and in good standing with the SDAT with requisite corporate power under its charter to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as described in its current prospectus and the Acquiring Fund has been duly established as a series of the Company in accordance with the terms of the Company's charter and the Maryland General Corporate Law;
(2) This Plan has been duly authorized, executed and, to the knowledge of such counsel, delivered by the Company, on behalf of the Acquiring Fund, and, assuming due authorization, execution and delivery of the Plan by the Company, on behalf of the Acquired Fund, is a valid and legally binding obligation of the Company and the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, provided that such counsel may state that they express no opinion as to the validity or enforceability of any provision regarding choice of Maryland law to govern this Plan;
(3) When the Acquiring Fund shares to be distributed to Acquired Fund shareholders under the Plan are issued, sold and delivered, in an amount not to exceed the then authorized number of shares of common stock, par value $.001 per share, as contemplated by the Plan for the consideration stated in the Plan, which shall in each event be at least equal to the net asset value and par value per share, they will be validly issued, fully paid and non-assessable, and no shareholder of Acquiring Fund will have any pre-emptive rights under Maryland law to subscription or purchase in respect thereof;
(4) The execution and delivery of the Plan did not, and the performance of this Plan, by the Company, on behalf of the Acquiring Fund, of its obligations hereunder will not violate any provision of the Company's charter or by-laws, or result in a default or a breach of (a) the Management Agreement, (b) the Custodian Contract, (c) the Distribution Agreement, and (d) the Transfer Agency and Service Agreement, each as defined in the Company's currently effective registration statement on Form N-1A, except where such violation, default or breach would not have a material adverse effect on the Acquiring Fund;
(5) To the knowledge of such counsel and without independent inquiry or investigation, no consent, approval, authorization, filing or order of any court or governmental authority is required to be obtained by the Company, on behalf of the Acquiring Fund, under the federal laws of the United States and the laws of the State of Maryland for the consummation by the Company, on behalf of the Acquiring Fund, of the transactions
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contemplated by the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws.
(6) The Company has been registered with the SEC as an investment company, and, to the knowledge of such counsel without independent inquiry or investigation, no order has been issued or proceeding instituted to suspend such registration.
(7) To the knowledge of such counsel and without independent inquiry or investigation, no litigation or government proceeding has been instituted or threatened against the Company or the Acquiring Fund, that would be required to be disclosed in the Company's registration statement on Form N-14 and is not so disclosed.
In giving the opinions set forth above, counsel may state that it is relying on certificates of the officers of the Company with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good standing of the Company.
(g) The Company, for the benefit of the Acquiring Fund, shall have received on the Closing Date a favorable opinion from (i) DLA Piper Rudnick Gray Cary US LLP, special Maryland counsel to the Company, with respect to items in this section that relate to matters of Maryland/ law, and (ii) Wilkie Farr & Gallagher LLP, counsel to the Acquired Company, with respect to certain other items in this section, each dated as of the Closing Date, to the effect that:
(1) The Company is a corporation duly incorporated, validly existing and in good standing with the SDAT with requisite corporate power under its charter and under the laws of the State of Maryland, to own all of its properties and assets and, to carry on its business as described in the current prospectus of the Acquired Fund, and the Acquired Fund has been duly established in accordance with the terms of the Maryland General Corporate Law and the Company's charter as a separate series of the Company;
(2) This Plan has been duly authorized, executed and, to the knowledge of such counsel, delivered by the Company, on behalf of the Acquired Fund, and, assuming due authorization, execution and delivery of the Plan by the Company, on behalf of the Acquiring Fund, is a valid and legally binding obligation of the Company and the Acquired Fund enforceable against the Acquired Fund, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, provided that such counsel may state that they express no opinion as to the validity or enforceability of any provision regarding choice of Maryland law to govern this Plan;
(3) All actions required to be taken by the Company and the Acquired Fund to authorize and effect the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and the Acquired Fund;
(4) The execution and delivery of the Plan did not, and the performance of this Plan, by the Company, on behalf of the Acquired Fund, of its obligations hereunder will not, violate any provision of the Company's charter or by-laws, or result in a default or breach of (a) the Management Agreement, (b) the Custodian Contract, (c) the Distribution Agreement, and (d) the Transfer Agency and Service Agreement, each as defined in the Company's currently effective registration statement on Form N-1A, except where such violation, default or breach would not have a material adverse effect on the Acquired Fund;
(5) To the knowledge of such counsel, no consent, approval, authorization, filing or order of any court or governmental authority is required for the consummation by the Company, on behalf of the Acquired Fund, of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state Blue Sky or securities laws as to which such counsel may state that they express no opinion;
(6) Such counsel knows of no litigation or government proceeding instituted or threatened against the Company or the Acquired Fund, that would be required to be disclosed in the Company's registration statement on Form N-1A and is not so disclosed;
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(7) The Company has been registered with the SEC as an investment company, and, to the knowledge of such counsel, no order has been issued or proceeding instituted to suspend such registration.
In giving the opinions set forth above, counsel may state that it is relying on certificates of the officers of the Company with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good standing of the Company.
(h) The Company shall have received with respect to the Acquired Fund and the Acquiring Fund, on or before the Closing Date, an opinion of Shearman & Sterling LLP, special tax counsel to the Company, in form and substance satisfactory to the Company, substantially to the effect that, for federal income tax purposes:
(1) the transfer of the assets of the Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of the Acquired Fund, if any, as provided for in the Plan, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund each will be deemed to be a "party to a reorganization" within the meaning of Section 368(b) of the Code;
(2) in accordance with Section 361(a) of the Code, no gain or loss will be recognized by the Acquired Fund under Section 361(c)(1) of the Code as a result of the transfer of its assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, if any, or on the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund, as provided for in the Plan;
(3) under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund on the receipt of the assets of the Acquired Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, if any, as provided for in the Plan;
(4) in accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized by the shareholders of the Acquired Fund on the receipt of Acquiring Fund Shares in exchange for their shares of the Acquired Fund;
(5) in accordance with Section 362(b) of the Code, the tax basis of the Acquiring Fund in the assets of the Acquired Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the consummation of the transactions contemplated by the Plan;
(6) in accordance with Section 358 of the Code, immediately after the consummation of the transactions contemplated by the Plan, the tax basis of the Acquiring Fund Shares received by the shareholders of the Acquired Fund will be equal, in the aggregate, to the tax basis of their shares of the Acquired Fund surrendered in exchange therefor;
(7) in accordance with Section 1223 of the Code, the holding period for the Acquiring Fund Shares received by the shareholders of the Acquired Fund will be determined by including the period for which such shareholder held their shares of the Acquired Fund exchanged therefor; provided that the shares of the Acquired Fund Shares were held as capital assets for federal income tax purposes;
(8) in accordance with Section 1223 of the Code, the holding period of the Acquiring Fund with respect to the assets of the Acquired Fund acquired by it in accordance with the Plan will include the period for which such assets were held by the Acquired Fund; and
(9) pursuant to Section 381(a) of the Code and regulations thereunder, the Acquiring Fund will succeed to and take into account certain tax attributes of the Acquired Fund, such as earnings and profits and method of tax accounting.
(i) The Acquiring Fund Shares to be delivered hereunder shall be eligible for such sale by the Acquiring Fund with each state commission or agency with which such eligibility is required in order to permit the Acquiring Fund Shares lawfully to be delivered to each shareholder of the Acquired Fund.
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In giving the opinions set forth above, counsel may state that it is relying on certificates of the officers of the Company with regard to certain matters.
9. Fees and Expenses.
(a) The Company represents and warrants that there are no broker or finders' fees payable by it in connection with the transactions provided for herein.
(b) The expenses of entering into and carrying out the provisions of this Plan shall be borne by the Manager and/or an affiliate and the Acquired Fund.
10. Termination; Postponement; Waiver; Order.
(a) Anything contained in this Plan to the contrary notwithstanding, this Plan may be terminated and abandoned at any time (whether before or after approval thereof by the shareholders of the Acquired Fund) prior to the Closing or the Closing may be postponed by the Company on behalf of a Fund by resolution of the Board of Directors, if circumstances develop that, in the opinion of the Board, make proceeding with the Plan inadvisable.
(b) In the event of termination of this Plan pursuant to the provisions hereof, the same shall become void and have no further effect with respect to the Acquiring Fund or Acquired Fund, and none of the Company, the Acquired Fund or the Acquiring Fund, nor the directors, officers, agents or shareholders shall have any liability in respect of this Plan.
(c) At any time prior to the Closing, any of the terms or conditions of this Plan may be waived by the party who is entitled to the benefit thereof by action taken by the Board of Directors if, in the judgment of the Board of Directors, such action or waiver will not have a material adverse effect on the benefits intended under this Plan to its shareholders, on behalf of whom such action is taken.
(d) The respective representations and warranties contained in Sections 4 and 6 hereof shall expire with and be terminated by the Plan, and none of the Company, any of its respective officers, directors, agents or shareholders, either of the Funds, or their respective shareholders shall have any liability with respect to such representations or warranties after the Closing. This provision shall not protect any officer, director, agent or shareholder of either the Acquiring Fund or the Acquired Fund or the Company, against any liability to the entity for which that officer, director, agent or shareholder so acts or to any of the Company's or the Company's shareholders to which that officer, director, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of such office.
(e) If any order or orders of the SEC with respect to this Plan shall be issued prior to the Closing and shall impose any terms or conditions that are determined by action of the Board of Directors of the Company, on behalf of the Acquired Fund or on behalf of the Acquiring Fund, to be acceptable, such terms and conditions shall be binding as if a part of this Plan without further vote or approval of the shareholders of the Acquired Fund, unless such terms and conditions shall result in a change in the method of computing the number of Acquiring Fund Shares to be issued to the Acquired Fund in which event, unless such terms and conditions shall have been included in the proxy solicitation material furnished to the Acquired Fund shareholders prior to the meeting at which the transactions contemplated by this Plan shall have been approved, this Plan shall not be consummated and shall terminate unless the Company, on behalf of the Ac quired Fund, shall promptly call a special meeting of shareholders at which such conditions so imposed shall be submitted for approval.
11. Headings; Counterparts.
(a) The paragraph headings contained in this Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of the Plan.
(b) This Plan may be executed in any number of counterparts, each of which will be deemed an original.
12. Agreement an Obligation Only of the Funds, and Enforceable Only Against Assets of the Funds.
The Company, on behalf of the Acquired Fund and the Acquiring Fund, acknowledges that it must look, and agrees that it shall look, solely to the assets of the Acquired Fund and the Acquiring Fund, as applicable, for the
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enforcement of any claims arising out of or based on the obligations of such Fund hereunder, and in particular that none of the assets of the Company other than the portfolio assets of the Acquired Fund or the Acquiring Fund, as the case may be, may be resorted to for the enforcement of any claim based on the obligations of such Fund hereunder.
13. Entire Plan and Amendments; Survival of Warranties.
This Plan embodies the entire agreement of the Company, on behalf of the Acquired Fund and on behalf of the Acquiring Fund, and there are no agreements, understandings, restrictions, or warranties between the parties other than those set forth herein or herein provided for. This Plan may be amended only in a writing signed by the Company on behalf of the Acquired Fund and on behalf of the Acquiring Fund. This Plan shall be binding upon and inure to the benefit of the parties and their respective successors and assigns and neither this Plan nor any interest herein may be assigned without the prior written consent of the Company on behalf of the Acquired Fund and on behalf of the Acquiring Fund. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation other than the parties and their respective successors, and assigns any rights or remedies under or by any reason of this plan. The representations, warranties and covenants contained in this Plan or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder.
14. Notices.
Any notice, report, demand or other communication required or permitted by any provision of this Plan shall be in writing and shall be deemed to have been given if hand delivered or mailed, first class postage prepaid, addressed to the Company at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, Attention: Secretary.
15. Governing Law.
This Plan shall be governed by and construed in accordance with the laws of the State of Maryland, provided that, in the case of any conflict between such laws and the federal securities laws, the latter shall govern.
IN WITNESS WHEREOF, _______________, on behalf of _______________, and _______________, on behalf of _______________, have executed this Plan by their respective duly authorized officers, all as of the date and year first-above written.
PRUDENTIAL WORLD FUND, INC.,
on behalf of its Strategic Partners International Value Fund series
Attest: | By: Name: Title: | ||||||
PRUDENTIAL WORLD FUND, INC.,
on behalf of its Dryden International Equity Fund series
Attest: | By: Name: Title: | ||||||
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Exhibit B
PROSPECTUS DATED DECEMBER 30, 2005
The Prospectus for International Equity Fund, dated December 30, 2005, is incorporated by reference into this Prospectus/Proxy Statement and will be included in the proxy solicitation mailing to shareholders.
B-1
Exhibit C
ANNUAL REPORT DATED OCTOBER 31, 2005
The Annual Report to Shareholders of International Equity Fund for the fiscal year ended October 31, 2005, is incorporated by reference into this Prospectus/Proxy Statement and will be included in the proxy solicitation mailing to shareholders.
C-1
Exhibit D
SEMI-ANNUAL REPORT DATED APRIL 30, 2006 (Unaudited)
The Semi-Annual Report to Shareholders of International Equity Fund for the fiscal period ended April 30, 2006 (unaudited), is incorporated by reference into this Prospectus/Proxy Statement and will be included in the proxy solicitation mailing to shareholders.
D-1
TABLE OF CONTENTS
3 | Summary | ||||||
3 | The Proposals | ||||||
4 | Shareholder Voting | ||||||
4 | Comparisons of Important Features | ||||||
4 | Investment Objectives and Principal Investment Policies of the Funds | ||||||
6 | Comparison of Other Investment Policies | ||||||
8 | Investment Restrictions | ||||||
9 | Risks of Investing in the Funds | ||||||
10 | Federal Income Tax Considerations | ||||||
11 | Management of the Funds | ||||||
23 | Distribution Plan | ||||||
24 | Valuation | ||||||
25 | Portfolio Holdings | ||||||
27 | Frequent Purchases and Redemptions of Fund Shares | ||||||
28 | Purchases, Redemptions, Exchanges and Distributions | ||||||
34 | Fees and Expenses | ||||||
49 | Expense Examples | ||||||
55 | Performance of the Funds | ||||||
62 | Reasons for the Reorganizations | ||||||
63 | Information About the Reorganizations | ||||||
63 | Closing | ||||||
64 | Expenses Resulting from the Reorganizations | ||||||
64 | Tax Consequences of the Reorganizations | ||||||
66 | Characteristics of International Equity Fund Shares | ||||||
66 | Capitalization | ||||||
73 | Voting Information | ||||||
73 | Required Vote | ||||||
74 | How to Vote | ||||||
74 | Revocation of Proxies | ||||||
74 | Solicitation of Voting Instructions | ||||||
75 | Principal Holders of Shares | ||||||
75 | Additional Information | ||||||
76 | Miscellaneous | ||||||
76 | Legal Matters | ||||||
76 | Independent Registered Public Accounting Firm | ||||||
76 | Notice to Banks, Broker-Dealers and Voting Trustees and their Nominees | ||||||
76 | Shareholder Proposals | ||||||
77 | Exhibits to Prospectus/Proxy Statement | ||||||
A-1 | Exhibit A – Form of Plan of Reorganization (attached) | ||||||
B-1 | Exhibit B – Prospectus, dated December 30, 2005, for International Equity Fund (enclosed) | ||||||
C-1 | Exhibit C – Annual Report to Shareholders of International Equity Fund for the fiscal year ended October 31, 2005 (enclosed) | ||||||
D-1 | Exhibit D – Semi-Annual Report to Shareholders of International Equity Fund for the fiscal period ended April 30, 2006 (unaudited) (enclosed) | ||||||
STATEMENT OF ADDITIONAL INFORMATION
FOR
DRYDEN INTERNATIONAL EQUITY FUND, A SERIES OF PRUDENTIAL WORLD FUND, INC.
Dated September , 2006
Acquisition of the Net Assets of
Jennison Global Growth Fund, a series of Prudential World Fund, Inc.,
Strategic Partners International Growth Fund, a series of Strategic Partners Mutual Funds, Inc., and
Strategic Partners International Value Fund, a series of Prudential World Fund, Inc.
By and in exchange for shares of
Dryden International Equity Fund, a series of Prudential World Fund, Inc.
This Statement of Additional Information (SAI) relates specifically to the proposed delivery of substantially all of the assets of each of Jennison Global Growth Fund (Global Growth Fund), a series of Prudential World Fund, Inc. (World Fund), Strategic Partners International Growth Fund (Growth Fund), a series of Strategic Partners Mutual Funds, Inc. (SP Mutual Funds), and Strategic Partners International Value Fund (Value Fund), a series of World Fund, to Dryden International Equity Fund, a series of World Fund (International Equity Fund), and the assumption of the liabilities of each of Global Growth Fund, Growth Fund, and Value Fund by International Equity Fund, solely in exchange for shares of International Equity Fund (each, a Reorganization and collectively, the Reorganizations). This SAI contains information relating to each Reorganization.
This SAI consists of this Cover Page, International Equity Fund’s Statement of Additional Information, dated December 30, 2005, and the unaudited pro forma financial statements for International Equity Fund after giving effect to the proposed Global Growth Fund Reorganization, the proposed Growth Fund Reorganization, the proposed Value Reorganization, and all three proposed Reorganizations.
This SAI is not a Prospectus; you should read this SAI in conjunction with the Proxy Statement and Prospectus dated September , 2006, relating to the Reorganizations. You can request a copy of the Proxy Statement and Prospectus by calling 1-800-225-1852 or by writing to World Fund at Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102.
The Securities and Exchange Commission maintains a web site (http://www.sec.gov) that contains the prospectus and SAI of Global Growth Fund, Growth Fund, Value Fund, and International Equity Fund, other materials incorporated by reference herein, and other information regarding Global Growth Fund, Growth Fund, Value Fund, International Equity Fund, SP Mutual Funds, and World Fund.
TABLE OF CONTENTS
| Page |
Attachment to SAI | S-2 |
Pro-Forma Financial Statements for the Reorganizations | F-1 |
Pro-Forma Portfolio of Investments for the Reorganizations (unaudited) | F-2 |
Pro-Forma Statements of Assets and Liabilities for the Reorganizations (unaudited) | F-35 |
Pro-Forma Statements of Operations for the Reorganizations (unaudited) | F-36 |
Notes to Pro-Forma Financial Statements for the Reorganizations (unaudited) | F-37 |
ATTACHMENT TO SAI
The SAI for International Equity Fund, dated December 30, 2005, is incorporated by reference herein and is part of this SAI and will be provided to all shareholders requesting this SAI.
S-2
PRO FORMA FINANCIAL STATEMENTS FOR THE REORGANIZATIONS (UNAUDITED)
The following tables set forth, as of April 30, 2006, the unaudited pro forma Portfolio of Investments for the Reorganizations, the unaudited pro forma Statements of Assets and Liabilities for the Reorganizations, and the unaudited pro forma Statements of Operations for the Reorganizations.
F-1
PRO FORMA PORTFOLIO OF INVESTMENTS AFTER ALL REORGANIZATION APRIL 30, 2006 (UNAUDITED)
Jennison |
| SP |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison |
| SP |
| SP International |
| Dryden |
| Pro-forma |
| Pro-forma |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Australia |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
| 69,162 |
|
|
| 69,162 |
| Australia and New Zealand Banking Group, Ltd. |
|
|
|
|
|
|
| $ | 1,468,659 |
|
|
| $ | 1,468,659 |
| |||
|
|
|
| 152,000 |
| 110,060 |
|
|
| 262,060 |
| BHP Billiton PLC |
|
|
|
|
| $ | 3,383,629 |
| 2,450,013 |
|
|
| 5,833,642 |
| ||||
|
| 155,688 |
|
|
| 105,043 |
|
|
| 260,731 |
| BlueScope Steel, Ltd. |
|
|
| $ | 908,422 |
|
|
| 612,914 |
|
|
| 1,521,336 |
| ||||
|
|
|
|
|
| 43,681 |
|
|
| 43,681 |
| Centro Properties Trust |
|
|
|
|
|
|
| 215,714 |
|
|
| 215,714 |
| |||||
|
|
|
|
|
| 7,535 |
|
|
| 7,535 |
| Cochlear, Ltd. |
|
|
|
|
|
|
| 302,266 |
|
|
| 302,266 |
| |||||
|
|
|
|
|
| 43,392 |
|
|
| 43,392 |
| Coles Myer, Ltd. |
|
|
|
|
|
|
| 353,078 |
|
|
| 353,078 |
| |||||
|
| 59,100 |
|
|
| 26,242 |
|
|
| 85,342 |
| Commonwealth Bank of Australia |
|
|
| 2,110,362 |
|
|
| 937,058 |
|
|
| 3,047,420 |
| |||||
|
|
|
|
|
| 29,914 |
|
|
| 29,914 |
| Computershare, Ltd. |
|
|
|
|
|
|
| 179,090 |
|
|
| 179,090 |
| |||||
|
|
|
|
|
| 7,801 |
|
|
| 7,801 |
| CSL, Ltd. |
|
|
|
|
|
|
| 341,978 |
|
|
| 341,978 |
| |||||
|
| 155,500 |
|
|
| 180,640 |
|
|
| 336,140 |
| CSR, Ltd. |
|
|
| 478,472 |
|
|
| 555,828 |
|
|
| 1,034,300 |
| |||||
|
| 42,268 |
|
|
|
|
|
|
| 42,268 |
| David Jones Ltd. |
|
|
| 86,063 |
|
|
|
|
|
|
| 86,063 |
| |||||
|
|
|
|
|
| 51,981 |
|
|
| 51,981 |
| Foster’s Group, Ltd. |
|
|
|
|
|
|
| 232,217 |
|
|
| 232,217 |
| |||||
|
|
|
|
|
| 170,558 |
|
|
| 170,558 |
| General Property Trust |
|
|
|
|
|
|
| 544,243 |
|
|
| 544,243 |
| |||||
|
|
|
|
|
| 260,774 |
|
|
| 260,774 |
| Macquarie Airports |
|
|
|
|
|
|
| 649,845 |
|
|
| 649,845 |
| |||||
|
|
|
| 48,949 |
|
|
|
|
| 48,949 |
| Macquarie Bank Ltd. |
|
|
|
|
| 2,655,300 |
|
|
|
|
| 2,655,300 |
| |||||
|
|
|
|
|
| 126,392 |
|
|
| 126,392 |
| Macquarie Infrastructure Group |
|
|
|
|
|
|
| 342,815 |
|
|
| 342,815 |
| |||||
|
|
|
|
|
| 121,723 |
|
|
| 121,723 |
| Mirvac Group |
|
|
|
|
|
|
| 391,187 |
|
|
| 391,187 |
| |||||
|
|
|
|
|
| 20,049 |
|
|
| 20,049 |
| QBE Insurance Group, Ltd. |
|
|
|
|
|
|
| 340,898 |
|
|
| 340,898 |
| |||||
|
| 400,200 |
|
|
| 187,525 |
|
|
| 587,725 |
| Qantas Airways, Ltd. |
|
|
| 1,052,022 |
|
|
| 492,954 |
|
|
| 1,544,976 |
| |||||
|
|
|
|
|
| 28,953 |
|
|
| 28,953 |
| Rinker Group, Ltd. |
|
|
|
|
|
|
| 466,338 |
|
|
| 466,338 |
| |||||
|
| 59,235 |
|
|
| 61,700 |
|
|
| 120,935 |
| Santos, Ltd. |
|
|
| 531,946 |
|
|
| 554,082 |
|
|
| 1,086,028 |
| |||||
|
|
|
| 217,539 |
|
|
|
|
| 217,539 |
| Sigma Pharmaceuticals Ltd. |
|
|
|
|
| 446,243 |
|
|
|
|
| 446,243 |
| |||||
|
|
|
|
|
| 188,917 |
|
|
| 188,917 |
| Stockland Trust |
|
|
|
|
|
|
| 987,486 |
|
|
| 987,486 |
| |||||
|
|
|
|
|
| 4,701 |
|
|
| 4,701 |
| Suncorp-Metway, Ltd. |
|
|
|
|
|
|
| 72,646 |
|
|
| 72,646 |
| |||||
|
| 344,703 |
|
|
|
|
|
|
| 344,703 |
| Telestra Corp. Ltd. |
|
|
| 1,031,841 |
|
|
|
|
|
|
| 1,031,841 |
| |||||
|
|
|
|
|
| 4,687 |
|
|
| 4,687 |
| Wesfarmers, Ltd. |
|
|
|
|
|
|
| 128,907 |
|
|
| 128,907 |
| |||||
|
|
|
|
|
| 35,769 |
|
|
| 35,769 |
| Westpac Banking Corp. |
|
|
|
|
|
|
| 682,106 |
|
|
| 682,106 |
| |||||
|
|
|
|
|
| 6,432 |
|
|
| 6,432 |
| Woodside Petroleum, Ltd. |
|
|
|
|
|
|
| 228,699 |
|
|
| 228,699 |
| |||||
|
|
|
|
|
| 102,049 |
|
|
| 102,049 |
| Woolworths, Ltd. |
|
|
|
|
|
|
| 1,446,745 |
|
|
| 1,446,745 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Austria |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
|
| 4,795 |
|
|
| 4,096 |
|
|
| 8,891 |
| Boehler-Uddeholm AG (a) |
|
|
| 1,087,743 |
|
|
| 929,176 |
|
|
| 2,016,919 |
| |||||
|
|
|
|
|
| 15,136 |
|
|
| 15,136 |
| OMV AG |
|
|
|
|
|
|
| 1,052,363 |
|
|
| 1,052,363 |
| |||||
|
|
|
|
|
| 7,048 |
|
|
| 7,048 |
| Telekom Austria AG |
|
|
|
|
|
|
| 172,946 |
|
|
| 172,946 |
| |||||
|
|
|
|
|
| 4,773 |
|
|
| 4,773 |
| Voestalpine AG |
|
|
|
|
|
|
| 696,885 |
|
|
| 696,885 |
| |||||
59,300 |
|
|
| 24,956 |
|
|
|
|
| 84,256 |
| Erste Bank der Oesterreichischen Sparkassen AG |
| $ | 3,598,519 |
|
|
| 1,514,412 |
|
|
|
|
| 5,112,931 |
| ||||
12,184 |
|
|
|
|
|
|
|
|
| 12,184 |
| Erste Bank der Oesterreichischen Sparkassen AG - New (a) |
| 730,911 |
|
|
|
|
|
|
|
|
| 730,911 |
| |||||
21,900 |
|
|
| 15,200 |
|
|
|
|
| 37,100 |
| Raiffeisen International Bank-Holding AG (a) |
| 1,908,901 |
|
|
| 1,324,899 |
|
|
|
|
| 3,233,800 |
| |||||
29,300 |
|
|
|
|
|
|
|
|
| 29,300 |
| Raiffeisen International Bank-Holding AG 144A(a) |
| 2,553,917 |
|
|
|
|
|
|
|
|
| 2,553,917 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Belgium |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
|
| 248,713 |
|
|
| 50,311 |
|
|
| 299,024 |
| Dexia |
|
|
| 248,713 |
|
|
| 1,327,214 |
|
|
| 1,575,927 |
| |||||
|
| 45,800 |
|
|
| 26,241 |
|
|
| 72,041 |
| Fortis |
|
|
| 1,716,691 |
|
|
| 983,574 |
|
|
| 2,700,265 |
| |||||
|
|
|
|
|
| 2,575 |
|
|
| 2,575 |
| Inbev NV |
|
|
|
|
|
|
| 129,881 |
|
|
| 129,881 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Bermuda |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
105,400 |
|
|
|
|
|
|
|
|
| 105,400 |
| Marvell Technology Group, Ltd.(a) |
| 6,017,286 |
|
|
|
|
|
|
|
|
| 6,017,286 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Brazil |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
|
|
|
| 72,400 |
|
|
|
|
| 72,400 |
| Companhia de Concessoes Rodviarias (CCR) |
|
|
|
|
| 633,457 |
|
|
|
|
| 633,457 |
| |||||
|
|
|
| 22,000 |
|
|
|
|
| 22,000 |
| Gol-Linhas Aereas Inteligentes SA |
|
|
|
|
| 815,540 |
|
|
|
|
| 815,540 |
| |||||
|
| 67,577 |
|
|
|
|
|
|
| 67,577 |
| Empresa Brasileira de Aeronautica SA, ADR |
|
|
| 2,624,015 |
|
|
|
|
|
|
| 2,624,015 |
| |||||
|
|
|
| 18,900 |
|
|
|
|
| 18,900 |
| Localiza Rent A Car SA |
|
|
|
|
| 394,844 |
|
|
|
|
| 394,844 |
| |||||
|
|
|
| 57,400 |
|
|
|
|
| 57,400 |
| Natura Cosmeticos SA |
|
|
|
|
| 729,945 |
|
|
|
|
| 729,945 |
| |||||
|
|
|
| 125,800 |
|
|
|
|
| 125,800 |
| Petroleo Brasileiro SA |
|
|
|
|
| 2,792,676 |
|
|
|
|
| 2,792,676 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Canada |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
|
|
|
| 141,000 |
|
|
|
|
| 141,000 |
| Canadian National Railway Co. |
|
|
|
|
| 6,322,016 |
|
|
|
|
| 6,322,016 |
| |||||
|
| 22,300 |
|
|
|
|
|
|
| 22,300 |
| Canadian Natural Resources, Ltd. |
|
|
| 1,340,333 |
|
|
|
|
|
|
| 1,340,333 |
| |||||
|
|
|
| 66,100 |
|
|
|
|
| 66,100 |
| Manulife Financial Corp. |
|
|
|
|
| 4,315,818 |
|
|
|
|
| 4,315,818 |
| |||||
149,100 |
|
|
|
|
|
|
|
|
| 149,100 |
| Nexen, Inc. |
| 8,722,350 |
|
|
|
|
|
|
|
|
| 8,722,350 |
| |||||
|
| 56,572 |
|
|
|
|
|
|
| 56,572 |
| Rogers Communications, Inc. (Class B Stock) |
|
|
| 2,397,878 |
|
|
|
|
|
|
| 2,397,878 |
| |||||
|
| 67,966 |
|
|
|
|
|
|
| 67,966 |
| Shaw Communications, Inc. (Class B Stock) |
|
|
| 1,829,772 |
|
|
|
|
|
|
| 1,829,772 |
| |||||
|
|
|
| 30,500 |
|
|
|
|
| 30,500 |
| Shoppers Drug Mart Corp. |
|
|
|
|
| 1,208,488 |
|
|
|
|
| 1,208,488 |
| |||||
98,100 |
|
|
|
|
|
|
|
|
| 98,100 |
| Suncor Energy, Inc. |
| 8,411,094 |
|
|
|
|
|
|
|
|
| 8,411,094 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Cayman Islands |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
89,300 |
|
|
|
|
|
|
|
|
| 89,300 |
| Transocean, Inc.(a) |
| 7,239,551 |
|
|
|
|
|
|
|
|
| 7,239,551 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| China |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
|
| 2,231,420 |
|
|
|
|
|
|
| 2,231,420 |
| China Petroleum and Chemical Corp. (Class H Stock) |
|
|
| 1,417,428 |
|
|
|
|
|
|
| 1,417,428 |
| |||||
|
|
|
| 810,000 |
|
|
|
|
| 810,000 |
| Foxconn International Holding Ltd (a) |
|
|
|
|
| 1,744,676 |
|
|
|
|
| 1,744,676 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Columbia |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
|
|
|
| 32,300 |
|
|
|
|
| 32,300 |
| Bancolombia SA, ADR |
|
|
|
|
| 1,117,580 |
|
|
|
|
| 1,117,580 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Denmark |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
|
|
|
|
|
| 54 |
|
|
| 54 |
| A P Moller - Maersk A/S |
|
|
|
|
|
|
| 463,899 |
|
|
| 463,899 |
| |||||
|
| 2,865 |
|
|
| 4,085 |
|
|
| 6,950 |
| Danisco A/S |
|
|
| 243,217 |
|
|
| 346,787 |
|
|
| 590,004 |
| |||||
|
| 24,445 |
|
|
| 22,132 |
|
|
| 46,577 |
| Danske Bank A/S |
|
|
| 972,492 |
|
|
| 880,474 |
|
|
| 1,852,966 |
| |||||
|
|
|
|
|
| 751 |
|
|
| 751 |
| DSV A/S |
|
|
|
|
|
|
| 122,937 |
|
|
| 122,937 |
| |||||
|
| 31,541 |
|
|
| 14,571 |
|
|
| 46,112 |
| Novo Nordisk SA |
|
|
| 2,048,204 |
|
|
| 946,209 |
|
|
| 2,994,413 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| Finland |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
|
| 6,350 |
|
|
|
|
|
|
| 6,350 |
| Air Liquide |
|
|
| 1,373,921 |
|
|
|
|
|
|
| 1,373,921 |
| |||||
|
|
|
|
|
| 10,124 |
|
|
| 10,124 |
| Kesko Oyj (Class “B” Shares) |
|
|
|
|
|
|
| 349,456 |
|
|
| 349,456 |
| |||||
|
|
|
|
|
| 130,894 |
|
|
| 130,894 |
| Nokia Oyj |
|
|
|
|
|
|
| 2,980,718 |
|
|
| 2,980,718 |
| |||||
|
| 37,300 |
|
|
| 49,664 |
|
|
| 86,964 |
| Rautaruukki Oyj |
|
|
| 1,308,211 |
|
|
| 1,741,849 |
|
|
| 3,050,060 |
| |||||
|
|
|
|
|
| 50,028 |
|
|
| 50,028 |
| Sampo Oyj (Class “A” Shares) |
|
|
|
|
|
|
| 1,032,572 |
|
|
| 1,032,572 |
| |||||
|
|
|
|
|
| 28,592 |
|
|
| 28,592 |
| YIT-Yhtyma Oyj |
|
|
|
|
|
|
| 806,567 |
|
|
| 806,567 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| France |
|
|
|
|
|
|
|
|
|
|
| — |
| |||||
|
|
|
|
|
| 54,048 |
|
|
| 54,048 |
| Air France-KLM |
|
|
|
|
|
|
| 1,258,056 |
|
|
| 1,258,056 |
| |||||
|
|
|
|
|
| 74,551 |
|
|
| 74,551 |
| AXA SA |
|
|
|
|
|
|
| 2,736,032 |
|
|
| 2,736,032 |
| |||||
|
| 27,223 |
| 46,120 |
| 35,300 |
|
|
| 108,643 |
| BNP Paribas SA |
|
|
| 2,572,420 |
| 4,344,182 |
| 3,335,650 |
|
|
| 10,252,252 |
| |||||
|
|
|
|
|
| 17,237 |
|
|
| 17,237 |
| Bouygues SA |
|
|
|
|
|
|
| 940,528 |
|
|
| 940,528 |
| |||||
|
|
|
|
|
| 5,342 |
|
|
| 5,342 |
| Business Objects SA(a) |
|
|
|
|
|
|
| 173,475 |
|
|
| 173,475 |
| |||||
|
| 52,345 |
|
|
| 12,281 |
|
|
| 64,626 |
| Carrefour SA |
|
|
| 3,036,464 |
|
|
| 712,405 |
|
|
| 3,748,869 |
| |||||
|
|
|
|
|
| 2,521 |
|
|
| 2,521 |
| Casino Guichard-Perrachon SA |
|
|
|
|
|
|
| 200,849 |
|
|
| 200,849 |
| |||||
|
| 5,103 |
|
|
|
|
|
|
| 5,103 |
| Ciments Francais |
|
|
| 863,333 |
|
|
|
|
|
|
| 863,333 |
| |||||
|
| 6,996 |
|
|
| 5,708 |
|
|
| 12,704 |
| CNP Assurances |
|
|
| 756,406 |
|
|
| 617,147 |
|
|
| 1,373,553 |
| |||||
|
|
|
|
|
| 25,087 |
|
|
| 25,087 |
| Compagnie de Saint-Gobain |
|
|
|
|
|
|
| 1,881,588 |
|
|
| 1,881,588 |
| |||||
|
| 21,500 |
|
|
| 12,144 |
|
|
| 33,644 |
| Compagnie Generale des Etablissements Michelin (Class “B” Shares) |
|
|
| 1,551,524 |
|
|
| 876,359 |
|
|
| 2,427,883 |
| |||||
|
| 23,100 |
|
|
| 20,828 |
|
|
| 43,928 |
| Credit Agricole SA |
|
|
| 930,831 |
|
|
| 839,279 |
|
|
| 1,770,110 |
| |||||
|
|
|
| 26,700 |
|
|
|
|
| 26,700 |
| Dassault Systenes SA |
|
|
|
|
| 1,448,451 |
|
|
|
|
| 1,448,451 |
| |||||
F-2
Jennison |
| SP |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison |
| SP |
| SP International |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 28,100 |
|
|
| 28,100 |
|
|
| Essilor International SA |
|
|
|
|
| 2,818,366 |
|
|
|
|
| 2,818,366 |
|
|
|
|
| 11,800 |
|
|
| 11,800 |
|
|
| Eurazeo |
|
|
|
|
| 1,426,915 |
|
|
|
|
| 1,426,915 |
|
|
| 25,387 |
|
|
| 3,376 |
| 28,763 |
|
|
| Euronext NV |
|
|
|
|
|
|
| 301,763 |
|
|
| 301,763 |
|
|
| 116,700 |
|
|
| 50,638 |
| 167,338 |
|
|
| France Telecom SA |
|
|
| 2,725,218 |
|
|
| 1,182,516 |
|
|
| 3,907,734 |
|
|
|
|
| 360 |
|
|
| 360 |
|
|
| Hermes International |
|
|
|
|
| 92,380 |
|
|
|
|
| 92,380 |
|
|
| 62,600 |
|
|
|
|
| 62,600 |
|
|
| JC Decaux SA (a) |
|
|
| 1,871,745 |
|
|
|
|
|
|
| 1,871,745 |
|
|
|
|
| 8,000 |
|
|
| 8,000 |
|
|
| Iliad SA |
|
|
|
|
| 822,568 |
|
|
|
|
| 822,568 |
|
|
|
|
|
|
| 4,603 |
| 4,603 |
|
|
| Lafarge SA |
|
|
|
|
|
|
| 566,200 |
|
|
| 566,200 |
|
|
|
|
| 84,400 |
|
|
| 84,400 |
|
|
| L’Oreal SA |
|
|
|
|
| 7,826,251 |
|
|
|
|
| 7,826,251 |
|
|
| 21,533 |
| 39,600 |
|
|
| 61,133 |
|
|
| LVMH Moet Hennessy Louis Vuitton |
|
|
| 2,267,018 |
| 4,169,131 |
|
|
|
|
| 6,436,149 |
|
|
| 4,100 |
|
|
|
|
| 4,100 |
|
|
| Natexis Banques Populaires |
|
|
| 1,111,072 |
|
|
|
|
|
|
| 1,111,072 |
|
|
|
|
|
|
| 1,779 |
| 1,779 |
|
|
| Pernod-Ricard SA |
|
|
|
|
|
|
| 344,964 |
|
|
| 344,964 |
|
|
|
|
|
|
| 2,272 |
| 2,272 |
|
|
| Pinault-Printemps-Redoute SA |
|
|
|
|
|
|
| 294,663 |
|
|
| 294,663 |
|
|
|
|
|
|
| 9,168 |
| 9,168 |
|
|
| Publicis Groupe |
|
|
|
|
|
|
| 381,113 |
|
|
| 381,113 |
|
|
| 51,418 |
|
|
|
|
| 51,418 |
|
|
| PSA Peugeot Citroen SA |
|
|
| 3,379,690 |
|
|
|
|
|
|
| 3,379,690 |
|
|
| 8,005 |
|
|
| 8,766 |
| 16,771 |
|
|
| Renault SA (a) |
|
|
| 929,123 |
|
|
| 1,017,451 |
|
|
| 1,946,574 |
|
|
|
|
|
|
| 13,852 |
| 13,852 |
|
|
| Safran SA |
|
|
|
|
|
|
| 355,632 |
|
|
| 355,632 |
|
55,600 |
| 33,194 |
|
|
| 37,677 |
| 126,471 |
|
|
| Sanofi-Aventis |
| 5,243,364 |
| 3,130,364 |
|
|
| 3,553,134 |
|
|
| 11,926,862 |
|
72,300 |
| 2,400 |
|
|
| 6,836 |
| 81,536 |
|
|
| Schneider Electric SA |
| 8,186,472 |
| 271,750 |
|
|
| 774,035 |
|
|
| 9,232,257 |
|
|
| 7,366 |
|
|
| 16,123 |
| 23,489 |
|
|
| Societe Generale |
|
|
| 1,125,382 |
|
|
| 2,463,281 |
|
|
| 3,588,663 |
|
|
|
|
|
|
| 6,839 |
| 6,839 |
|
|
| STMicroelectronics NV |
|
|
|
|
|
|
| 125,712 |
|
|
| 125,712 |
|
|
|
|
| 33,600 |
|
|
| 33,600 |
|
|
| Technip SA |
|
|
|
|
| 2,121,619 |
|
|
|
|
| 2,121,619 |
|
38,163 |
| 5,100 |
|
|
| 18,642 |
| 61,905 |
|
|
| Total SA |
| 10,553,757 |
| 1,410,376 |
|
|
| 5,155,337 |
|
|
| 17,119,470 |
|
|
|
|
| 28,400 |
| 1,191 |
| 29,591 |
|
|
| Vinci SA |
|
|
|
|
| 2,821,583 |
| 118,328 |
|
|
| 2,939,911 |
|
|
| 23,600 |
|
|
| 81,729 |
| 105,329 |
|
|
| Vivendi Universal SA |
|
|
| 861,657 |
|
|
| 2,983,999 |
|
|
| 3,845,656 |
|
46,900 |
|
|
|
|
|
|
| 46,900 |
|
|
| Veolia Environnement |
| 2,802,261 |
|
|
|
|
|
|
|
|
| 2,802,261 |
|
|
|
|
|
|
|
|
| 0 |
|
|
| Germany |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 9,258 |
|
|
| 2,205 |
| 11,463 |
|
|
| Adidas-Salomon AG |
|
|
| 1,954,641 |
|
|
| 466,181 |
|
|
| 2,420,822 |
|
|
|
|
|
|
| 11,814 |
| 11,814 |
|
|
| Allianz AG |
|
|
|
|
|
|
| 1,974,862 |
|
|
| 1,974,862 |
|
|
| 26,977 |
|
|
| 36,265 |
| 63,242 |
|
|
| BASF AG |
|
|
| 2,312,975 |
|
|
| 3,104,286 |
|
|
| 5,417,261 |
|
|
|
|
|
|
| 4,757 |
| 4,757 |
|
|
| Bayer AG |
|
|
|
|
|
|
| 219,053 |
|
|
| 219,053 |
|
|
|
|
| 2,500 |
|
|
| 2,500 |
|
|
| Bijou Brigitte AG |
|
|
|
|
| 717,539 |
|
|
|
|
| 717,539 |
|
|
|
|
| 23,300 |
|
|
| 23,300 |
|
|
| Celesio AG |
|
|
|
|
| 2,192,900 |
|
|
|
|
| 2,192,900 |
|
|
|
|
| 25,110 |
| 13,551 |
| 38,661 |
|
|
| Continental AG |
|
|
|
|
| 2,989,542 |
| 1,613,182 |
|
|
| 4,602,724 |
|
|
|
|
|
|
| 33,561 |
| 33,561 |
|
|
| DaimlerChrysler AG |
|
|
|
|
|
|
| 1,848,175 |
|
|
| 1,848,175 |
|
|
| 21,297 |
|
|
| 28,969 |
| 50,266 |
|
|
| Deutsche Bank AG |
|
|
| 2,614,837 |
|
|
| 3,542,914 |
|
|
| 6,157,751 |
|
|
| 18,287 |
|
|
| 9,771 |
| 28,058 |
|
|
| Deutsche Boerse AG |
|
|
| 2,644,629 |
|
|
| 1,413,309 |
|
|
| 4,057,938 |
|
|
|
|
|
|
| 26,512 |
| 26,512 |
|
|
| Deutsche Post AG |
|
|
|
|
|
|
| 707,085 |
|
|
| 707,085 |
|
|
| 40,200 |
|
|
| 52,158 |
| 92,358 |
|
|
| Deutsche Telekom AG |
|
|
| 726,262 |
|
|
| 944,929 |
|
|
| 1,671,191 |
|
|
|
|
| 38,200 |
| 5,420 |
| 43,620 |
|
|
| E.ON AG (a) |
|
|
|
|
| 4,652,107 |
| 664,303 |
|
|
| 5,316,410 |
|
|
| 33,608 |
|
|
|
|
| 33,608 |
|
|
| Fraport AG |
|
|
| 2,542,733 |
|
|
|
|
|
|
| 2,542,733 |
|
|
| 19,342 |
|
|
| 11,460 |
| 30,802 |
|
|
| Man AG (a) |
|
|
| 1,466,316 |
|
|
| 868,637 |
|
|
| 2,334,953 |
|
84,600 |
|
|
|
|
|
|
| 84,600 |
|
|
| Metro AG |
| 4,787,995 |
|
|
|
|
|
|
|
|
| 4,787,995 |
|
|
|
|
|
|
| 14,744 |
| 14,744 |
|
|
| Muenchener Rueckversicherungs - Gesellschaft AG |
|
|
|
|
|
|
| 2,086,675 |
|
|
| 2,086,675 |
|
|
|
|
|
|
| 3,089 |
| 3,089 |
|
|
| Puma AG Rudolf Dassler Sport |
|
|
|
|
|
|
| 1,246,878 |
|
|
| 1,246,878 |
|
|
|
|
| 88,000 |
|
|
| 88,000 |
|
|
| Qiagen NV (a) |
|
|
|
|
| 1,311,163 |
|
|
|
|
| 1,311,163 |
|
76,700 |
|
|
|
|
| 1,235 |
| 77,935 |
|
|
| RWE AG |
| 6,648,740 |
|
|
|
|
| 107,056 |
|
|
| 6,755,796 |
|
|
| 14,900 |
|
|
|
|
| 14,900 |
|
|
| Salzgitter AG |
|
|
| 1,182,390 |
|
|
|
|
|
|
| 1,182,390 |
|
|
| 9,500 |
| 37,400 |
| 5,413 |
| 52,313 |
|
|
| SAP AG |
|
|
| 2,075,848 |
| 8,172,285 |
| 1,184,162 |
|
|
| 11,432,295 |
|
46,854 |
|
|
| 66,200 |
| 4,806 |
| 117,860 |
|
|
| Siemens AG |
| 4,442,216 |
|
|
| 6,263,877 |
| 455,656 |
|
|
| 11,161,749 |
|
|
| 47,719 |
|
|
| 33,810 |
| 81,529 |
|
|
| ThyssenKrupp AG |
|
|
| 1,573,094 |
|
|
| 1,114,573 |
|
|
| 2,687,667 |
|
|
| 20,619 |
|
|
| 14,696 |
| 35,315 |
|
|
| TUI AG |
|
|
| 439,101 |
|
|
| 313,150 |
|
|
| 752,251 |
|
|
|
|
|
|
| 2,726 |
| 2,726 |
|
|
| Volkswagen AG |
|
|
|
|
|
|
| 211,404 |
|
|
| 211,404 |
|
|
|
|
|
|
|
|
|
|
|
|
| Greece |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
| 64,800 |
| 3,370 |
| 68,170 |
|
|
| Coca-Cola Hellenic Bottling Company SA |
|
|
|
|
| 2,123,920 |
| 110,457 |
|
|
| 2,234,377 |
|
|
|
|
|
|
| 1,302 |
| 1,302 |
|
|
| Cosmote Mobile Telecommunications SA |
|
|
|
|
|
|
| 31,932 |
|
|
| 31,932 |
|
|
|
|
| 38,140 |
|
|
| 38,140 |
|
|
| EFG Eurobank Ergasias SA |
|
|
|
|
| 1,519,556 |
|
|
|
|
| 1,519,556 |
|
|
|
|
|
|
| 2,740 |
| 2,740 |
|
|
| Hellenic Tellecommunication Organization SA |
|
|
|
|
|
|
| 61,324 |
|
|
| 61,324 |
|
|
|
|
|
|
| 32,164 |
| 32,164 |
|
|
| Intracom SA |
|
|
|
|
|
|
| 257,267 |
|
|
| 257,267 |
|
|
|
|
| 31,700 |
| 19,293 |
| 50,993 |
|
|
| National Bank of Greece SA (a) |
|
|
|
|
| 1,574,122 |
| 958,029 |
|
|
| 2,532,151 |
|
|
| 68,700 |
|
|
| 10,600 |
| 79,300 |
|
|
| OPAP SA |
|
|
| 2,539,501 |
|
|
| 391,830 |
|
|
| 2,931,331 |
|
|
|
|
|
|
| 2,255 |
| 2,255 |
|
|
| Titan Cement Co. |
|
|
|
|
|
|
| 114,707 |
|
|
| 114,707 |
|
|
|
|
|
|
|
|
|
|
|
|
| Guernsey |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 93,494 |
|
|
|
|
| 93,494 |
|
|
| Amdocs Ltd. (a) |
|
|
| 3,477,977 |
|
|
|
|
|
|
| 3,477,977 |
|
|
|
|
|
|
|
|
|
|
|
|
| Hong Kong |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 989,458 |
|
|
|
|
| 989,458 |
|
|
| Chaoda Modern Agriculture Holdings Ltd. |
|
|
| 689,135 |
|
|
|
|
|
|
| 689,135 |
|
229,300 |
|
|
|
|
| 131,000 |
| 360,300 |
|
|
| Cheung Kong Holdings, Ltd. |
| 2,583,333 |
|
|
|
|
| 1,475,868 |
|
|
| 4,059,201 |
|
|
|
|
| 942,000 |
|
|
| 942,000 |
|
|
| China Life Insurance Co. Ltd.(a) |
|
|
|
|
| 1,269,640 |
|
|
|
|
| 1,269,640 |
|
|
| 661,612 |
|
|
|
|
| 661,612 |
|
|
| China Merchants Holdings International Co., Ltd. |
|
|
| 2,257,056 |
|
|
|
|
|
|
| 2,257,056 |
|
|
| 331,100 |
|
|
|
|
| 331,100 |
|
|
| Citic Pacific Ltd. |
|
|
| 1,191,453 |
|
|
|
|
|
|
| 1,191,453 |
|
|
|
|
|
|
| 28,000 |
| 28,000 |
|
|
| CLP Holdings, Ltd. |
|
|
|
|
|
|
| 163,234 |
|
|
| 163,234 |
|
|
|
|
| 175,200 |
|
|
| 175,200 |
|
|
| Esprit Holdings Ltd. |
|
|
|
|
| 1,398,744 |
|
|
|
|
| 1,398,744 |
|
|
|
|
|
|
| 42,000 |
| 42,000 |
|
|
| Henderson Land Development Co., Ltd. |
|
|
|
|
|
|
| 246,747 |
|
|
| 246,747 |
|
|
| 430,648 |
|
|
| 214,652 |
| 645,300 |
|
|
| Hong Kong Exchanges and Clearing, Ltd. |
|
|
| 3,096,569 |
|
|
| 1,543,452 |
|
|
| 4,640,021 |
|
|
|
|
|
|
| 78,000 |
| 78,000 |
|
|
| Hopewell Holdings, Ltd. |
|
|
|
|
|
|
| 227,361 |
|
|
| 227,361 |
|
|
|
|
|
|
| 49,500 |
| 49,500 |
|
|
| Kerry Properties, Ltd. |
|
|
|
|
|
|
| 175,251 |
|
|
| 175,251 |
|
|
|
|
| 925,000 |
|
|
| 925,000 |
|
|
| Li & Fung Ltd. |
|
|
|
|
| 2,195,194 |
|
|
|
|
| 2,195,194 |
|
|
| 192,347 |
|
|
|
|
| 192,347 |
|
|
| Orient Overseas International Ltd. |
|
|
| 723,165 |
|
|
|
|
|
|
| 723,165 |
|
|
|
|
|
|
| 78,000 |
| 78,000 |
|
|
| Sun Hung Kai Properties, Ltd. |
|
|
|
|
|
|
| 891,337 |
|
|
| 891,337 |
|
|
|
|
|
|
| 13,000 |
| 13,000 |
|
|
| Swire Pacific, Ltd. (Class “A” Shares) |
|
|
|
|
|
|
| 132,963 |
|
|
| 132,963 |
|
|
|
|
|
|
| 16,000 |
| 16,000 |
|
|
| Wharf Holdings |
|
|
|
|
|
|
| 64,179 |
|
|
| 64,179 |
|
|
|
|
|
|
|
|
|
|
|
|
| India |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
| 32,600 |
|
|
| 32,600 |
|
|
| Bharat Heavy Electricals Ltd. |
|
|
|
|
| 1,701,735 |
|
|
|
|
| 1,701,735 |
|
|
|
|
| 116,800 |
|
|
| 116,800 |
|
|
| Bharti Televentures * |
|
|
|
|
| 1,055,362 |
|
|
|
|
| 1,055,362 |
|
|
|
|
| 89,200 |
|
|
| 89,200 |
|
|
| HDFC Bank Ltd. |
|
|
|
|
| 1,623,778 |
|
|
|
|
| 1,623,778 |
|
|
|
|
| 50,100 |
|
|
| 50,100 |
|
|
| Housing Development Finance Corp. Ltd. |
|
|
|
|
| 1,450,166 |
|
|
|
|
| 1,450,166 |
|
|
|
|
|
|
|
|
|
|
|
|
| Ireland |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 47,743 |
| 47,743 |
|
|
| Allied Irish Banks PLC |
|
|
|
|
|
|
| 1,153,460 |
|
|
| 1,153,460 |
|
475,850 |
|
|
| 166,384 |
|
|
| 642,234 |
|
|
| Anglo Irish Bank Corp. PLC |
| 7,834,379 |
|
|
| 2,741,262 |
|
|
|
|
| 10,575,641 |
|
|
|
|
|
|
| 87,090 |
| 87,090 |
|
|
| Bank of Ireland |
|
|
|
|
|
|
| 1,632,718 |
|
|
| 1,632,718 |
|
|
|
|
|
|
| 11,853 |
| 11,853 |
|
|
| CRH PLC |
|
|
|
|
|
|
| 435,904 |
|
|
| 435,904 |
|
|
|
|
|
|
| 9,668 |
| 9,668 |
|
|
| Depfa Bank PLC |
|
|
|
|
|
|
| 182,104 |
|
|
| 182,104 |
|
|
| 32,900 |
|
|
| 3,409 |
| 36,309 |
|
|
| Irish Life & Permanent PLC |
|
|
| 837,043 |
|
|
| 86,963 |
|
|
| 924,006 |
|
|
|
|
| 35,500 |
|
|
| 35,500 |
|
|
| Ryanair Holdings PLC, ADR *(a) |
|
|
|
|
| 1,671,340 |
|
|
|
|
| 1,671,340 |
|
F-3
Jennison |
| SP |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison |
| SP |
| SP International |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Israel |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 68,400 |
| 79,000 |
|
|
|
|
| 147,400 |
| Teva Pharmaceutical Industries Ltd., ADR |
|
|
| 2,770,200 |
| 3,199,500 |
|
|
|
|
| 5,969,700 |
|
|
|
|
|
|
|
|
|
|
|
|
| Italy |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 2,336 |
|
|
| 2,336 |
| Assicurazioni Generali SpA |
|
|
|
|
|
|
| 87,559 |
|
|
| 87,559 |
|
|
|
|
|
|
| 172,748 |
|
|
| 172,748 |
| Banca Intesa SpA |
|
|
|
|
|
|
| 1,024,318 |
|
|
| 1,024,318 |
|
|
|
|
|
|
| 22,619 |
|
|
| 22,619 |
| Banca Popolare di Milano Scrl |
|
|
|
|
|
|
| 285,934 |
|
|
| 285,934 |
|
|
|
|
|
|
| 39,221 |
|
|
| 39,221 |
| Banche Popolari Unite Scrl |
|
|
|
|
|
|
| 991,609 |
|
|
| 991,609 |
|
|
| 25,100 |
|
|
| 24,426 |
|
|
| 49,526 |
| Banco Popolare di Verona E Novara Scrl |
|
|
| 706,476 |
|
|
| 687,505 |
|
|
| 1,393,981 |
|
|
| 57,500 |
|
|
| 23,791 |
|
|
| 81,291 |
| Benetton Group SpA |
|
|
| 875,586 |
|
|
| 362,280 |
|
|
| 1,237,866 |
|
|
|
|
|
|
| 71,454 |
|
|
| 71,454 |
| Capitalia SpA |
|
|
|
|
|
|
| 620,210 |
|
|
| 620,210 |
|
|
|
|
|
|
| 88,368 |
|
|
| 88,368 |
| Enel SpA |
|
|
|
|
|
|
| 763,677 |
|
|
| 763,677 |
|
90,867 |
| 57,101 |
|
|
| 107,727 |
|
|
| 255,695 |
| ENI SpA |
| 2,774,250 |
| 1,743,344 |
|
|
| 3,289,001 |
|
|
| 7,806,595 |
|
|
| 164,300 |
|
|
|
|
|
|
| 164,300 |
| IFIL - Investments SpA |
|
|
| 1,006,354 |
|
|
|
|
|
|
| 1,006,354 |
|
|
|
|
|
|
| 8,356 |
|
|
| 8,356 |
| Italcementi SpA |
|
|
|
|
|
|
| 219,800 |
|
|
| 219,800 |
|
|
|
|
| 163,800 |
|
|
|
|
| 163,800 |
| Luxottica Group SpA |
|
|
|
|
| 4,872,835 |
|
|
|
|
| 4,872,835 |
|
|
|
|
| 142,400 |
|
|
|
|
| 142,400 |
| Saipem SpA |
|
|
|
|
| 3,560,719 |
|
|
|
|
| 3,560,719 |
|
|
| 56,500 |
|
|
| 11,365 |
|
|
| 67,865 |
| Sanpaolo IMI SpA |
|
|
| 1,061,371 |
|
|
| 213,495 |
|
|
| 1,274,866 |
|
|
|
|
|
|
| 109,768 |
|
|
| 109,768 |
| Telecom Italia Mobile SpA |
|
|
|
|
|
|
| 274,614 |
|
|
| 274,614 |
|
|
|
|
|
|
| 167,827 |
|
|
| 167,827 |
| UniCredito Italiano SpA |
|
|
|
|
|
|
| 1,264,038 |
|
|
| 1,264,038 |
|
|
|
|
|
|
|
|
|
|
|
|
| Japan |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 8,950 |
|
|
| 8,950 |
| Acom Co., Ltd. |
|
|
|
|
|
|
| 521,916 |
|
|
| 521,916 |
|
|
|
|
|
|
| 15,800 |
|
|
| 15,800 |
| Advantest Corp. |
|
|
|
|
|
|
| 1,820,542 |
|
|
| 1,820,542 |
|
|
|
|
| 40,700 |
|
|
|
|
| 40,700 |
| Aeon Credit Service Co. Ltd. |
|
|
|
|
| 1,125,939 |
|
|
|
|
| 1,125,939 |
|
|
|
|
| 29,200 |
|
|
|
|
| 29,200 |
| Aeon Mall Co. Ltd. |
|
|
|
|
| 1,461,731 |
|
|
|
|
| 1,461,731 |
|
|
|
|
|
|
| 16,900 |
|
|
| 16,900 |
| Aisin Seiki Co., Ltd. |
|
|
|
|
|
|
| 635,243 |
|
|
| 635,243 |
|
|
| 33,973 |
|
|
|
|
|
|
| 33,973 |
| Alpine Electronics, Inc. |
|
|
| 483,347 |
|
|
|
|
|
|
| 483,347 |
|
|
| 54,025 |
|
|
| 30,975 |
|
|
| 85,000 |
| Alps Electric Co., Ltd. |
|
|
| 948,456 |
|
|
| 543,793 |
|
|
| 1,492,249 |
|
|
|
|
|
|
| 25,000 |
|
|
| 25,000 |
| Amada Co., Ltd. |
|
|
|
|
|
|
| 273,570 |
|
|
| 273,570 |
|
|
|
|
|
|
| 4,100 |
|
|
| 4,100 |
| Aoyama Trading Co., Ltd. |
|
|
|
|
|
|
| 137,549 |
|
|
| 137,549 |
|
|
| 38,953 |
|
|
| 12,647 |
|
|
| 51,600 |
| Asahi Breweries, Ltd. |
|
|
| 557,278 |
|
|
| 180,933 |
|
|
| 738,211 |
|
|
| 97,300 |
|
|
| 139,000 |
|
|
| 236,300 |
| Asahi Kasei Corp. |
|
|
| 719,506 |
|
|
| 1,027,866 |
|
|
| 1,747,372 |
|
|
|
|
|
|
| 14,300 |
|
|
| 14,300 |
| Astellas Pharma, Inc. |
|
|
|
|
|
|
| 596,540 |
|
|
| 596,540 |
|
|
| 212,418 |
|
|
| 139,882 |
|
|
| 352,300 |
| Bank of Fukuoka, Ltd. (The) |
|
|
| 1,830,080 |
|
|
| 1,205,149 |
|
|
| 3,035,229 |
|
|
| 301,620 |
|
|
|
|
|
|
| 301,620 |
| Bank of Yokohama Ltd. (The) |
|
|
| 2,365,491 |
|
|
|
|
|
|
| 2,365,491 |
|
|
|
|
|
|
| 47,063 |
|
|
| 47,063 |
| Canon, Inc. |
|
|
|
|
|
|
| 3,600,042 |
|
|
| 3,600,042 |
|
|
|
|
|
|
| 25,000 |
|
|
| 25,000 |
| Central Glass Co., Ltd. |
|
|
|
|
|
|
| 151,934 |
|
|
| 151,934 |
|
|
|
|
| 61,000 |
| 22,000 |
|
|
| 83,000 |
| Chiyoda Corp. |
|
|
|
|
| 1,371,449 |
| 494,621 |
|
|
| 1,866,070 |
|
|
|
|
|
|
| 33,600 |
|
|
| 33,600 |
| Chubu Electric Power Co., Inc. |
|
|
|
|
|
|
| 882,308 |
|
|
| 882,308 |
|
|
| 175,214 |
|
|
|
|
|
|
| 175,214 |
| Cosmo Oil Co., Ltd. |
|
|
| 1,007,906 |
|
|
|
|
|
|
| 1,007,906 |
|
96,100 |
|
|
|
|
|
|
|
|
| 96,100 |
| Credit Saison Co., Ltd. |
| 5,038,572 |
|
|
|
|
|
|
|
|
| 5,038,572 |
|
|
|
|
|
|
| 13,000 |
|
|
| 13,000 |
| Dai Nippon Printing Co., Ltd. |
|
|
|
|
|
|
| 232,907 |
|
|
| 232,907 |
|
|
|
|
|
|
| 46,000 |
|
|
| 46,000 |
| Dai Nippon Screen Manufacturing Co., Ltd. |
|
|
|
|
|
|
| 480,745 |
|
|
| 480,745 |
|
|
|
|
|
|
| 10,000 |
|
|
| 10,000 |
| Daido Steel Co., Ltd. |
|
|
|
|
|
|
| 91,775 |
|
|
| 91,775 |
|
|
|
|
|
|
| 6,100 |
|
|
| 6,100 |
| Daito Trust Construction Co., Ltd. |
|
|
|
|
|
|
| 317,148 |
|
|
| 317,148 |
|
|
| 23,000 |
|
|
| 26,000 |
|
|
| 49,000 |
| Daiwa Securities Group, Inc. |
|
|
| 318,948 |
|
|
| 360,550 |
|
|
| 679,498 |
|
|
| 175,214 |
|
|
| 116,286 |
|
|
| 291,500 |
| Denki Kagaku Kogyo K K |
|
|
| 803,247 |
|
|
| 533,099 |
|
|
| 1,336,346 |
|
|
|
|
| 130,800 |
| 19,900 |
|
|
| 150,700 |
| Denso Corp. |
|
|
|
|
| 5,134,818 |
| 781,215 |
|
|
| 5,916,033 |
|
|
|
|
|
|
| 77 |
|
|
| 77 |
| East Japan Railway Co. |
|
|
|
|
|
|
| 601,177 |
|
|
| 601,177 |
|
|
|
|
|
|
| 4,000 |
|
|
| 4,000 |
| Eisai Co., Ltd. |
|
|
|
|
|
|
| 183,024 |
|
|
| 183,024 |
|
|
|
|
|
|
| 28,454 |
|
|
| 28,454 |
| FamilyMart Co., Ltd. |
|
|
|
|
|
|
| 824,645 |
|
|
| 824,645 |
|
|
|
|
|
|
| 265 |
|
|
| 265 |
| Fuji Television Network, Inc. |
|
|
|
|
|
|
| 658,631 |
|
|
| 658,631 |
|
|
|
|
|
|
| 84,000 |
|
|
| 84,000 |
| Fujikura, Ltd. |
|
|
|
|
|
|
| 971,572 |
|
|
| 971,572 |
|
|
|
|
|
|
| 86,000 |
|
|
| 86,000 |
| Fujitsu, Ltd. |
|
|
|
|
|
|
| 716,761 |
|
|
| 716,761 |
|
|
|
|
|
|
| 6,000 |
|
|
| 6,000 |
| Hankyu Department Stores, Inc. |
|
|
|
|
|
|
| 54,802 |
|
|
| 54,802 |
|
|
|
|
|
|
| 9,200 |
|
|
| 9,200 |
| Hitachi Construction Machinery Co., Ltd. |
|
|
|
|
|
|
| 251,280 |
|
|
| 251,280 |
|
|
| 208,756 |
|
|
| 11,000 |
|
|
| 219,756 |
| Hitachi, Ltd. |
|
|
| 1,552,859 |
|
|
| 81,825 |
|
|
| 1,634,684 |
|
|
| 42,347 |
|
|
| 453 |
|
|
| 42,800 |
| Hokkaido Electric Power Co., Inc. |
|
|
| 942,780 |
|
|
| 10,085 |
|
|
| 952,865 |
|
|
| 94,553 |
|
|
|
|
|
|
| 94,553 |
| Hokuetsu Paper Mills Ltd. |
|
|
| 542,248 |
|
|
|
|
|
|
| 542,248 |
|
|
| 36,713 |
|
|
| 43,587 |
|
|
| 80,300 |
| Honda Motor Co., Ltd. |
|
|
| 2,608,424 |
|
|
| 3,096,815 |
|
|
| 5,705,239 |
|
70,950 |
|
|
| 18,700 |
|
|
|
|
| 89,650 |
| Honeys Co., Ltd. |
| 3,863,259 |
|
|
| 1,018,223 |
|
|
|
|
| 4,881,482 |
|
|
| 42,555 |
|
|
|
|
|
|
| 42,555 |
| Hosiden Corp. |
|
|
| 497,064 |
|
|
|
|
|
|
| 497,064 |
|
|
| 33,400 |
| 72,000 |
| 25,400 |
|
|
| 130,800 |
| Hoya Corp. |
|
|
| 1,352,251 |
| 2,915,031 |
| 1,028,358 |
|
|
| 5,295,640 |
|
|
|
|
|
|
| 3,600 |
|
|
| 3,600 |
| Isetan Co., Ltd. |
|
|
|
|
|
|
| 73,824 |
|
|
| 73,824 |
|
|
|
|
|
|
| 67,000 |
|
|
| 67,000 |
| Itochu Corp. |
|
|
|
|
|
|
| 608,422 |
|
|
| 608,422 |
|
|
| 25,330 |
|
|
| 26,770 |
|
|
| 52,100 |
| JS Group Corp. |
|
|
| 563,927 |
|
|
| 595,986 |
|
|
| 1,159,913 |
|
|
|
|
| 56,000 |
|
|
|
|
| 56,000 |
| JSR Corp. |
|
|
|
|
| 1,726,255 |
|
|
|
|
| 1,726,255 |
|
|
| 109,677 |
|
|
|
|
|
|
| 109,677 |
| Kaken Pharmaceutical Co. Ltd. |
|
|
| 886,162 |
|
|
|
|
|
|
| 886,162 |
|
|
| 43,000 |
|
|
| 12,900 |
|
|
| 55,900 |
| Kansai Electric Power Co., Inc. (The) |
|
|
| 1,006,411 |
|
|
| 301,923 |
|
|
| 1,308,334 |
|
|
|
|
|
|
| 19,000 |
|
|
| 19,000 |
| Kawasaki Kisen Kaisha, Ltd. |
|
|
|
|
|
|
| 119,475 |
|
|
| 119,475 |
|
|
|
|
|
|
| 41 |
|
|
| 41 |
| KDDI Corp. |
|
|
|
|
|
|
| 252,773 |
|
|
| 252,773 |
|
|
|
|
| 11,690 |
| 860 |
|
|
| 12,550 |
| Keyence Corp. |
|
|
|
|
| 3,067,643 |
| 225,678 |
|
|
| 3,293,321 |
|
|
|
|
| 409 |
|
|
|
|
| 409 |
| KK DaVinci Advisors (a) |
|
|
|
|
| 456,181 |
|
|
|
|
| 456,181 |
|
|
|
|
| 172,000 |
| 113,000 |
|
|
| 285,000 |
| Komatsu, Ltd. |
|
|
|
|
| 3,678,215 |
| 2,416,502 |
|
|
| 6,094,717 |
|
|
|
|
|
|
| 11,500 |
|
|
| 11,500 |
| Konica Minolta Holdings, Inc. |
|
|
|
|
|
|
| 151,495 |
|
|
| 151,495 |
|
|
|
|
|
|
| 21,000 |
|
|
| 21,000 |
| Kubota Corp. |
|
|
|
|
|
|
| 237,360 |
|
|
| 237,360 |
|
|
| 203,600 |
|
|
|
|
|
|
| 203,600 |
| Kurabo Industries Ltd. |
|
|
| 686,624 |
|
|
|
|
|
|
| 686,624 |
|
|
|
|
|
|
| 3,100 |
|
|
| 3,100 |
| Kyocera Corp. |
|
|
|
|
|
|
| 289,404 |
|
|
| 289,404 |
|
|
|
|
|
|
| 40,200 |
|
|
| 40,200 |
| Kyushu Electric Power Co., Inc. |
|
|
|
|
|
|
| 939,112 |
|
|
| 939,112 |
|
|
|
|
|
|
| 10,600 |
|
|
| 10,600 |
| Leopalace21 Corp. |
|
|
|
|
|
|
| 413,332 |
|
|
| 413,332 |
|
|
|
|
|
|
| 22,000 |
|
|
| 22,000 |
| Makita Corp. |
|
|
|
|
|
|
| 653,054 |
|
|
| 653,054 |
|
|
| 173,200 |
|
|
| 260,222 |
|
|
| 433,422 |
| Marubeni Corp. |
|
|
| 997,841 |
|
|
| 1,499,193 |
|
|
| 2,497,034 |
|
|
|
|
|
|
| 7,800 |
|
|
| 7,800 |
| Marui Co., Ltd. |
|
|
|
|
|
|
| 150,705 |
|
|
| 150,705 |
|
|
|
|
|
|
| 14,100 |
|
|
| 14,100 |
| Matsui Securities Co., Ltd. |
|
|
|
|
|
|
| 188,594 |
|
|
| 188,594 |
|
|
|
|
|
|
| 72,000 |
|
|
| 72,000 |
| Matsushita Electric Industrial Co., Ltd. |
|
|
|
|
|
|
| 1,738,901 |
|
|
| 1,738,901 |
|
|
| 158 |
|
|
|
|
|
|
| 158 |
| Millea Holdings Inc. |
|
|
| 3,149,870 |
|
|
|
|
|
|
| 3,149,870 |
|
|
|
|
| 40,200 |
|
|
|
|
| 40,200 |
| Misumi Corp. |
|
|
|
|
| 884,389 |
|
|
|
|
| 884,389 |
|
|
| 152,478 |
|
|
| 35,843 |
|
|
| 188,321 |
| Mitsubishi Chemical, Inc. |
|
|
| 964,161 |
|
|
| 226,645 |
|
|
| 1,190,806 |
|
315,000 |
|
|
|
|
| 59,500 |
|
|
| 374,500 |
| Mitsubishi Corp. |
| 7,621,526 |
|
|
|
|
| 1,439,621 |
|
|
| 9,061,147 |
|
|
|
|
|
|
| 12,000 |
|
|
| 12,000 |
| Mitsubishi Electric Corp. |
|
|
|
|
|
|
| 104,439 |
|
|
| 104,439 |
|
158,000 |
|
|
|
|
|
|
|
|
| 158,000 |
| Mitsubishi Estate Co., Ltd. |
| 3,455,144 |
|
|
|
|
|
|
|
|
| 3,455,144 |
|
|
|
|
|
|
| 83,000 |
|
|
| 83,000 |
| Mitsubishi Gas Chemical Co., Inc. |
|
|
|
|
|
|
| 1,102,876 |
|
|
| 1,102,876 |
|
|
|
|
|
|
| 83,000 |
|
|
| 83,000 |
| Mitsubishi Heavy Industries, Ltd. |
|
|
|
|
|
|
| 411,118 |
|
|
| 411,118 |
|
|
|
|
|
|
| 74,000 |
|
|
| 74,000 |
| Mitsubishi Rayon Co., Ltd. |
|
|
|
|
|
|
| 681,737 |
|
|
| 681,737 |
|
521 |
|
|
| 438 |
| 140 |
|
|
| 1,099 |
| Mitsubishi UFJ Financial Group, Inc. |
| 8,190,314 |
|
|
| 6,885,522 |
| 2,200,852 |
|
|
| 17,276,688 |
|
|
|
|
|
|
| 87,000 |
|
|
| 87,000 |
| Mitsui & Co., Ltd. |
|
|
|
|
|
|
| 1,314,952 |
|
|
| 1,314,952 |
|
|
|
|
|
|
| 16,000 |
|
|
| 16,000 |
| Mitsui Mining & Smelting Co., Ltd. |
|
|
|
|
|
|
| 111,290 |
|
|
| 111,290 |
|
F-4
Jennison |
| SP |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison |
| SP |
| SP International |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 142,000 |
|
|
| 142,000 |
| Mitsui O.S.K. Lines, Ltd. |
|
|
|
|
|
|
| 1,016,379 |
|
|
| 1,016,379 |
|
|
|
|
|
|
| 471 |
|
|
| 471 |
| Mizuho Financial Group, Inc. |
|
|
|
|
|
|
| 4,016,521 |
|
|
| 4,016,521 |
|
|
|
|
| 16,000 |
|
|
|
|
| 16,000 |
| NEOMAX Co. Ltd. |
|
|
|
|
| 459,491 |
|
|
|
|
| 459,491 |
|
|
|
|
|
|
| 28,000 |
|
|
| 28,000 |
| NGK SPARK PUG Co., Ltd. |
|
|
|
|
|
|
| 614,763 |
|
|
| 614,763 |
|
|
|
|
|
|
| 23,000 |
|
|
| 23,000 |
| NHK Spring Co., Ltd. |
|
|
|
|
|
|
| 266,632 |
|
|
| 266,632 |
|
|
|
|
|
|
| 7,000 |
|
|
| 7,000 |
| Nikon Corp. |
|
|
|
|
|
|
| 137,707 |
|
|
| 137,707 |
|
|
| 166,300 |
|
|
| 232,000 |
|
|
| 398,300 |
| Nippon Oil Corp. |
|
|
| 1,315,912 |
|
|
| 1,835,788 |
|
|
| 3,151,700 |
|
|
|
|
|
|
| 20,000 |
|
|
| 20,000 |
| Nippon Shokubai Co., Ltd. |
|
|
|
|
|
|
| 245,554 |
|
|
| 245,554 |
|
|
| 431 |
|
|
| 534 |
|
|
| 965 |
| Nippon Telegraph and Telephone Corp. |
|
|
| 1,930,444 |
|
|
| 2,391,780 |
|
|
| 4,322,224 |
|
|
|
|
|
|
| 32 |
|
|
| 32 |
| Nippon Paper Group, Inc. |
|
|
|
|
|
|
| 136,864 |
|
|
| 136,864 |
|
|
| 119 |
|
|
|
|
|
|
| 119 |
| Nippon Unipac Group Inc. |
|
|
| 508,962 |
|
|
|
|
|
|
| 508,962 |
|
|
|
|
|
|
| 97,000 |
|
|
| 97,000 |
| Nippon Yusen Kabushiki Kaisha |
|
|
|
|
|
|
| 594,616 |
|
|
| 594,616 |
|
|
| 29,116 |
|
|
|
|
|
|
| 29,116 |
| Nipro Corp. |
|
|
| 495,047 |
|
|
|
|
|
|
| 495,047 |
|
274,300 |
|
|
|
|
|
|
|
|
| 274,300 |
| Nishimatsuya Chain Co., Ltd. |
| 6,154,977 |
|
|
|
|
|
|
|
|
| 6,154,977 |
|
448,000 |
|
|
|
|
|
|
|
|
| 448,000 |
| Nissan Chemical Industries, Ltd. |
| 7,593,554 |
|
|
|
|
|
|
|
|
| 7,593,554 |
|
523,700 |
| 120,830 |
|
|
| 116,670 |
|
|
| 761,200 |
| Nissan Motor Co., Ltd. |
| 6,885,161 |
| 1,588,570 |
|
|
| 1,533,878 |
|
|
| 10,007,609 |
|
|
|
|
|
|
| 30,200 |
|
|
| 30,200 |
| Nisshin Seifun Group, Inc. |
|
|
|
|
|
|
| 323,311 |
|
|
| 323,311 |
|
|
|
|
|
|
| 1,300 |
|
|
| 1,300 |
| Nitori Co., Ltd. |
|
|
|
|
|
|
| 70,329 |
|
|
| 70,329 |
|
|
|
|
| 28,100 |
|
|
|
|
| 28,100 |
| Nitto Denko Corp. |
|
|
|
|
| 2,356,782 |
|
|
|
|
| 2,356,782 |
|
|
|
|
|
|
| 18,500 |
|
|
| 18,500 |
| Nomura Holdings, Inc. |
|
|
|
|
|
|
| 418,368 |
|
|
| 418,368 |
|
|
| 165,647 |
|
|
| 113,753 |
|
|
| 279,400 |
| NSK, Ltd. |
|
|
| 1,498,410 |
|
|
| 1,028,987 |
|
|
| 2,527,397 |
|
|
|
|
|
|
| 18,000 |
|
|
| 18,000 |
| NTN Corp. |
|
|
|
|
|
|
| 148,597 |
|
|
| 148,597 |
|
|
|
|
|
|
| 140 |
|
|
| 140 |
| NTT Data Corp. |
|
|
|
|
|
|
| 647,960 |
|
|
| 647,960 |
|
|
| 1,200 |
|
|
| 671 |
|
|
| 1,871 |
| NTT DoCoMo, Inc. |
|
|
| 1,791,595 |
|
|
| 1,001,800 |
|
|
| 2,793,395 |
|
|
|
|
|
|
| 34,000 |
|
|
| 34,000 |
| Obayashi Corp. |
|
|
|
|
|
|
| 260,080 |
|
|
| 260,080 |
|
|
| 105,200 |
|
|
| 30,000 |
|
|
| 135,200 |
| Oji Paper Co., Ltd. |
|
|
| 628,253 |
|
|
| 179,160 |
|
|
| 807,413 |
|
|
|
|
| 25,100 |
| 2,900 |
|
|
| 28,000 |
| ORIX Corp. |
|
|
|
|
| 7,538,928 |
| 871,031 |
|
|
| 8,409,959 |
|
|
| 39,644 |
|
|
|
|
|
|
| 39,644 |
| Okasan Holdings, Inc. |
|
|
| 447,394 |
|
|
|
|
|
|
| 447,394 |
|
|
| 285,407 |
|
|
| 234,993 |
|
|
| 520,400 |
| Osaka Gas Co., Ltd. |
|
|
| 1,067,785 |
|
|
| 879,173 |
|
|
| 1,946,958 |
|
|
|
|
| 11,900 |
|
|
|
|
| 11,900 |
| Point, Inc. |
|
|
|
|
| 842,348 |
|
|
|
|
| 842,348 |
|
|
|
|
|
|
| 5,750 |
|
|
| 5,750 |
| Promise Co., Ltd. |
|
|
|
|
|
|
| 354,499 |
|
|
| 354,499 |
|
|
| 99,079 |
|
|
|
|
|
|
| 99,079 |
| Rengo Co. Ltd. |
|
|
| 781,390 |
|
|
|
|
|
|
| 781,390 |
|
|
| 34,500 |
|
|
| 28,000 |
|
|
| 62,500 |
| Ricoh Co., Ltd. |
|
|
| 684,758 |
|
|
| 555,746 |
|
|
| 1,240,504 |
|
|
|
|
| 11,600 |
|
|
|
|
| 11,600 |
| Ryohin Keikaku Co. Ltd. |
|
|
|
|
| 1,041,163 |
|
|
|
|
| 1,041,163 |
|
|
|
|
|
|
| 3,000 |
|
|
| 3,000 |
| Sankyo Co., Ltd. |
|
|
|
|
|
|
| 212,884 |
|
|
| 212,884 |
|
|
|
|
|
|
| 31,000 |
|
|
| 31,000 |
| Sanwa Shutter Corp. |
|
|
|
|
|
|
| 212,084 |
|
|
| 212,084 |
|
|
| 45,000 |
|
|
|
|
|
|
| 45,000 |
| Secom Co., Ltd. |
|
|
| 2,454,222 |
|
|
|
|
|
|
| 2,454,222 |
|
|
|
|
|
|
| 35,100 |
|
|
| 35,100 |
| Sega Sammy Holdings, Inc. |
|
|
|
|
|
|
| 1,399,499 |
|
|
| 1,399,499 |
|
|
| 147,300 |
| 274,400 |
|
|
|
|
| 421,700 |
| Sharp Corp. |
|
|
| 2,585,981 |
| 4,817,333 |
|
|
|
|
| 7,403,314 |
|
|
|
|
| 5,100 |
|
|
|
|
| 5,100 |
| Shimamura Co. Ltd. |
|
|
|
|
| 628,850 |
|
|
|
|
| 628,850 |
|
|
|
|
|
|
| 3,300 |
|
|
| 3,300 |
| Shin-Etsu Chemical Co., Ltd. |
|
|
|
|
|
|
| 190,700 |
|
|
| 190,700 |
|
|
| 126,100 |
|
|
| 8,000 |
|
|
| 134,100 |
| Shiseido Co., Ltd. |
|
|
| 2,441,931 |
|
|
| 154,920 |
|
|
| 2,596,851 |
|
|
| 78,000 |
|
|
|
|
|
|
| 78,000 |
| SMK Corporation |
|
|
| 566,513 |
|
|
|
|
|
|
| 566,513 |
|
|
|
|
|
|
| 12,400 |
|
|
| 12,400 |
| Sony Corp. |
|
|
|
|
|
|
| 622,913 |
|
|
| 622,913 |
|
|
|
|
|
|
| 30,000 |
|
|
| 30,000 |
| Sumitomo Chemical Co., Ltd. |
|
|
|
|
|
|
| 262,943 |
|
|
| 262,943 |
|
|
|
|
|
|
| 90,000 |
|
|
| 90,000 |
| Sumitomo Corp. |
|
|
|
|
|
|
| 1,348,439 |
|
|
| 1,348,439 |
|
|
|
|
|
|
| 16,000 |
|
|
| 16,000 |
| Sumitomo Electric Industries, Ltd. |
|
|
|
|
|
|
| 254,055 |
|
|
| 254,055 |
|
|
|
|
|
|
| 32,000 |
|
|
| 32,000 |
| Sumitomo Heavy Industries, Ltd. |
|
|
|
|
|
|
| 337,241 |
|
|
| 337,241 |
|
|
|
|
|
|
| 494,000 |
|
|
| 494,000 |
| Sumitomo Metal Industries, Ltd. |
|
|
|
|
|
|
| 2,082,466 |
|
|
| 2,082,466 |
|
|
|
|
|
|
| 143 |
|
|
| 143 |
| Sumitomo Mitsui Financial Group, Inc. |
|
|
|
|
|
|
| 1,569,841 |
|
|
| 1,569,841 |
|
|
| 251 |
|
|
| 118,749 |
|
|
| 119,000 |
| Sumitomo Osaka Cement Co., Ltd. |
|
|
| 921 |
|
|
| 435,929 |
|
|
| 436,850 |
|
|
| 73,931 |
|
|
| 56,269 |
|
|
| 130,200 |
| Sumitomo Trust & Banking Co., Ltd. (The) |
|
|
| 786,935 |
|
|
| 598,938 |
|
|
| 1,385,873 |
|
138,000 |
|
|
|
|
| 11,000 |
|
|
| 149,000 |
| Sumitomo Realty & Development Co., Ltd. |
| 3,660,124 |
|
|
|
|
| 291,749 |
|
|
| 3,951,873 |
|
446,000 |
|
|
|
|
|
|
|
|
| 446,000 |
| Suruga Bank Ltd. (The) |
| 6,231,818 |
|
|
|
|
|
|
|
|
| 6,231,818 |
|
|
|
|
|
|
| 9,000 |
|
|
| 9,000 |
| Suzuken Co., Ltd. |
|
|
|
|
|
|
| 324,068 |
|
|
| 324,068 |
|
|
|
|
|
|
| 5,141 |
|
|
| 5,141 |
| Taiheiyo Cement Corp. |
|
|
|
|
|
|
| 25,013 |
|
|
| 25,013 |
|
|
|
|
|
|
| 39,000 |
|
|
| 39,000 |
| Taisei Corp. |
|
|
|
|
|
|
| 174,338 |
|
|
| 174,338 |
|
|
|
|
|
|
| 28,000 |
|
|
| 28,000 |
| Takeda Chemical Industries, Ltd. |
|
|
|
|
|
|
| 1,711,500 |
|
|
| 1,711,500 |
|
|
| 15,019 |
|
|
| 7,901 |
|
|
| 22,920 |
| Takefuji Corp. |
|
|
| 976,073 |
|
|
| 513,480 |
|
|
| 1,489,553 |
|
|
| 91,259 |
|
|
| 62,641 |
|
|
| 153,900 |
| Tanabe Seiyaku Co., Ltd. |
|
|
| 1,075,568 |
|
|
| 738,280 |
|
|
| 1,813,848 |
|
|
|
|
|
|
| 4,700 |
|
|
| 4,700 |
| TDK Corp. |
|
|
|
|
|
|
| 393,369 |
|
|
| 393,369 |
|
|
|
|
|
|
| 47,000 |
|
|
| 47,000 |
| Teijin, Ltd. |
|
|
|
|
|
|
| 322,373 |
|
|
| 322,373 |
|
|
| 25,700 |
|
|
|
|
|
|
| 25,700 |
| Tohoku Electric Power Co., Inc. |
|
|
| 592,478 |
|
|
|
|
|
|
| 592,478 |
|
|
|
|
|
|
| 8,000 |
|
|
| 8,000 |
| Tokuyama Corp. |
|
|
|
|
|
|
| 132,016 |
|
|
| 132,016 |
|
|
|
|
|
|
| 27,300 |
|
|
| 27,300 |
| Tokyo Electric Power Co., Inc. (The) |
|
|
|
|
|
|
| 701,291 |
|
|
| 701,291 |
|
|
|
|
|
|
| 15,400 |
|
|
| 15,400 |
| Tokyo Electron, Ltd. |
|
|
|
|
|
|
| 1,109,033 |
|
|
| 1,109,033 |
|
|
| 558,900 |
|
|
|
|
|
|
| 558,900 |
| Tokyo Gas Co., Ltd. |
|
|
| 2,704,553 |
|
|
|
|
|
|
| 2,704,553 |
|
|
| 74,300 |
|
|
|
|
|
|
| 74,300 |
| Tokyo Steel Mfg Co., Ltd. |
|
|
| 1,575,853 |
|
|
|
|
|
|
| 1,575,853 |
|
562,000 |
|
|
|
|
|
|
|
|
| 562,000 |
| Tokyo Tatemono Co., Ltd. |
| 6,490,405 |
|
|
|
|
|
|
|
|
| 6,490,405 |
|
|
| 15,000 |
|
|
|
|
|
|
| 15,000 |
| Toppan Printing Co., Ltd. |
|
|
| 200,369 |
|
|
|
|
|
|
| 200,369 |
|
|
|
|
|
|
| 14,000 |
|
|
| 14,000 |
| Toray Industries, Inc. |
|
|
|
|
|
|
| 131,190 |
|
|
| 131,190 |
|
|
|
|
|
|
| 159,000 |
|
|
| 159,000 |
| Toshiba Corp. |
|
|
|
|
|
|
| 1,012,383 |
|
|
| 1,012,383 |
|
|
|
|
|
|
| 18,000 |
|
|
| 18,000 |
| Toyo Suisan Kaisha, Ltd. |
|
|
|
|
|
|
| 274,430 |
|
|
| 274,430 |
|
|
|
|
|
|
| 2,100 |
|
|
| 2,100 |
| Toyota Industries Corp. |
|
|
|
|
|
|
| 93,690 |
|
|
| 93,690 |
|
|
| 98,866 |
| 100,400 |
| 95,334 |
|
|
| 294,600 |
| Toyota Motor Corp. |
|
|
| 5,782,704 |
| 5,872,428 |
| 5,576,117 |
|
|
| 17,231,249 |
|
57,500 |
|
|
|
|
|
|
|
|
| 57,500 |
| Union Tool Co. |
| 3,726,782 |
|
|
|
|
|
|
|
|
| 3,726,782 |
|
|
|
|
| 30,600 |
|
|
|
|
| 30,600 |
| United Arrows Ltd. |
|
|
|
|
| 784,719 |
|
|
|
|
| 784,719 |
|
|
| 36,420 |
|
|
| 20,980 |
|
|
| 57,400 |
| UNY Co., Ltd. |
|
|
| 650,900 |
|
|
| 374,955 |
|
|
| 1,025,855 |
|
|
|
|
|
|
| 25 |
|
|
| 25 |
| West Japan Railway Co. |
|
|
|
|
|
|
| 111,096 |
|
|
| 111,096 |
|
|
|
|
| 16,900 |
| 3,200 |
|
|
| 20,100 |
| Yamada Denki Co., Ltd. |
|
|
|
|
| 1,841,909 |
| 348,764 |
|
|
| 2,190,673 |
|
|
|
|
|
|
| 10,600 |
|
|
| 10,600 |
| Yamaha Corp. |
|
|
|
|
|
|
| 195,960 |
|
|
| 195,960 |
|
|
|
|
|
|
|
|
|
|
|
|
| Liechtenstein |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 4,341 |
|
|
|
|
|
|
| 4,341 |
| Verwaltungs und Privat Bank AG |
|
|
| 1,001,069 |
|
|
|
|
|
|
| 1,001,069 |
|
|
|
|
|
|
|
|
|
|
|
|
| Luxembourg |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 4,557 |
|
|
| 4,557 |
| Arcelor |
|
|
|
|
|
|
| 187,422 |
|
|
| 187,422 |
|
|
|
|
|
|
|
|
|
|
|
|
| Malaysia |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
| 608,700 |
|
|
|
|
| 608,700 |
| Bumiputra - Commerce Holdings BHD |
|
|
|
|
| 1,057,879 |
|
|
|
|
| 1,057,879 |
|
|
|
|
|
|
|
|
|
|
|
|
| Mexico |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 105,013 |
| 980,300 |
|
|
|
|
| 1,085,313 |
| America Movil SA de CV ADR |
|
|
| 3,876,030 |
| 1,808,694 |
|
|
|
|
| 5,684,724 |
|
|
| 739,198 |
| 929,900 |
|
|
|
|
| 1,669,098 |
| Wal-Mart de Mexico SA de CV |
|
|
| 2,107,223 |
| 2,650,856 |
|
|
|
|
| 4,758,079 |
|
F-5
Jennison |
| SP |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison |
| SP |
| SP International |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Netherlands |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 35,474 |
|
|
| 36,645 |
|
|
| 72,119 |
| ABN AMRO Holding NV |
|
|
| 1,060,228 |
|
|
| 1,095,226 |
|
|
| 2,155,454 |
|
|
| 39,600 |
|
|
| 125,421 |
|
|
| 165,021 |
| Aegon NV |
|
|
| 722,916 |
|
|
| 2,289,617 |
|
|
| 3,012,533 |
|
|
|
|
|
|
| 31,019 |
|
|
| 31,019 |
| Buhrmann NV |
|
|
|
|
|
|
| 601,486 |
|
|
| 601,486 |
|
|
|
|
|
|
| 5,336 |
|
|
| 5,336 |
| Corio NV |
|
|
|
|
|
|
| 337,606 |
|
|
| 337,606 |
|
|
| 25,387 |
|
|
|
|
|
|
| 25,387 |
| Euronext NV |
|
|
| 2,269,213 |
|
|
|
|
|
|
| 2,269,213 |
|
|
|
|
|
|
| 48,774 |
|
|
| 48,774 |
| European Aeronautic Defence and Space Co. |
|
|
|
|
|
|
| 1,924,771 |
|
|
| 1,924,771 |
|
|
|
|
|
|
| 6,711 |
|
|
| 6,711 |
| Heineken NV |
|
|
|
|
|
|
| 271,864 |
|
|
| 271,864 |
|
|
| 72,348 |
|
|
| 87,431 |
|
|
| 159,779 |
| ING Groep NV |
|
|
| 2,944,522 |
|
|
| 3,558,393 |
|
|
| 6,502,915 |
|
|
|
|
|
|
| 27,571 |
|
|
| 27,571 |
| James Hardie Industries NV |
|
|
|
|
|
|
| 197,950 |
|
|
| 197,950 |
|
|
|
|
|
|
| 16,961 |
|
|
| 16,961 |
| Koninklijke DSM NV |
|
|
|
|
|
|
| 773,756 |
|
|
| 773,756 |
|
|
|
|
|
|
| 5,646 |
|
|
| 5,646 |
| Randstad Holdings NV |
|
|
|
|
|
|
| 375,384 |
|
|
| 375,384 |
|
|
|
|
|
|
| 128,121 |
|
|
| 128,121 |
| Royal KPN NV |
|
|
|
|
|
|
| 1,504,853 |
|
|
| 1,504,853 |
|
86,600 |
| 50,280 |
|
|
|
|
|
|
| 136,880 |
| Schlumberger, Ltd.(e) |
| 5,987,524 |
| 3,476,359 |
|
|
|
|
|
|
| 9,463,883 |
|
|
|
|
| 30,600 |
|
|
|
|
| 30,600 |
| TomTom NV (a) |
|
|
|
|
| 1,381,293 |
|
|
|
|
| 1,381,293 |
|
|
|
|
|
|
| 26,318 |
|
|
| 26,318 |
| Unilever NV |
|
|
|
|
|
|
| 1,900,870 |
|
|
| 1,900,870 |
|
|
|
|
|
|
| 1,932 |
|
|
| 1,932 |
| Wereldhave NV |
|
|
|
|
|
|
| 201,575 |
|
|
| 201,575 |
|
|
|
|
|
|
| 26,066 |
|
|
| 26,066 |
| Wolters Kluwer NV |
|
|
|
|
|
|
| 679,076 |
|
|
| 679,076 |
|
|
|
|
|
|
|
|
|
|
|
|
| New Zealand |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 60,000 |
|
|
| 60,000 |
| Air New Zealand, Ltd. |
|
|
|
|
|
|
| 49,048 |
|
|
| 49,048 |
|
|
|
|
|
|
| 70,573 |
|
|
| 70,573 |
| Fletcher Building, Ltd. |
|
|
|
|
|
|
| 410,152 |
|
|
| 410,152 |
|
|
|
|
|
|
| 5,000 |
|
|
| 5,000 |
| Sky City Entertainment Group, Ltd. |
|
|
|
|
|
|
| 17,339 |
|
|
| 17,339 |
|
|
|
|
|
|
| 20,000 |
|
|
| 20,000 |
| Tower, Ltd.(a) |
|
|
|
|
|
|
| 34,615 |
|
|
| 34,615 |
|
|
|
|
|
|
|
|
|
|
|
|
| Norway |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 109,809 |
|
|
| 109,809 |
| DBN NOR ASA |
|
|
|
|
|
|
| 1,522,849 |
|
|
| 1,522,849 |
|
|
| 10,200 |
|
|
| 9,815 |
|
|
| 20,015 |
| Norsk Hydro ASA(a) |
|
|
| 1,570,071 |
|
|
| 1,510,808 |
|
|
| 3,080,879 |
|
|
|
|
|
|
| 2,851 |
|
|
| 2,851 |
| Orkla ASA |
|
|
|
|
|
|
| 150,060 |
|
|
| 150,060 |
|
|
|
|
| 203,750 |
|
|
|
|
| 203,750 |
| Statoil ASA (a) |
|
|
|
|
| 6,708,825 |
|
|
|
|
| 6,708,825 |
|
|
|
|
|
|
| 12,300 |
|
|
| 12,300 |
| Yara International ASA |
|
|
|
|
|
|
| 198,011 |
|
|
| 198,011 |
|
|
|
|
|
|
|
|
|
|
|
|
| Portugal |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 138,991 |
|
|
| 138,991 |
| Banco Comercial Portugues SA |
|
|
|
|
|
|
| 424,352 |
|
|
| 424,352 |
|
|
| 200,200 |
|
|
| 264,250 |
|
|
| 464,450 |
| Energias de Portugal SA |
|
|
| 788,030 |
|
|
| 1,040,144 |
|
|
| 1,828,174 |
|
|
|
|
|
|
| 10,757 |
|
|
| 10,757 |
| Jeronimo Martins SGPS SA |
|
|
|
|
|
|
| 194,067 |
|
|
| 194,067 |
|
|
|
|
|
|
|
|
|
|
|
|
| Russia |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 16,900 |
|
|
|
|
|
|
| 16,900 |
| LUKOIL, ADR |
|
|
| 1,529,450 |
|
|
|
|
|
|
| 1,529,450 |
|
|
|
|
|
|
|
|
|
|
|
|
| Singapore |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
| 941,000 |
|
|
|
|
| 941,000 |
| CapitaLand Ltd. |
|
|
|
|
| 2,916,630 |
|
|
|
|
| 2,916,630 |
|
|
|
|
|
|
| 150,000 |
|
|
| 150,000 |
| Cosco Corp. Singapore, Ltd. |
|
|
|
|
|
|
| 135,682 |
|
|
| 135,682 |
|
|
|
|
|
|
| 16,000 |
|
|
| 16,000 |
| Fraser & Neave, Ltd. |
|
|
|
|
|
|
| 223,670 |
|
|
| 223,670 |
|
|
|
|
|
|
| 1,000 |
|
|
| 1,000 |
| Haw Par Corp., Ltd. |
|
|
|
|
|
|
| 3,922 |
|
|
| 3,922 |
|
|
|
|
|
|
| 35,000 |
|
|
| 35,000 |
| Jardine Cycle & Carriage, Ltd. |
|
|
|
|
|
|
| 247,960 |
|
|
| 247,960 |
|
|
|
|
|
|
| 48,000 |
|
|
| 48,000 |
| Keppel Corp., Ltd. |
|
|
|
|
|
|
| 464,546 |
|
|
| 464,546 |
|
|
|
|
|
|
| 63,000 |
|
|
| 63,000 |
| Keppel Land, Ltd. |
|
|
|
|
|
|
| 188,892 |
|
|
| 188,892 |
|
|
|
|
|
|
| 12,600 |
|
|
| 12,600 |
| K-REIT Asia(a) |
|
|
|
|
|
|
| 11,876 |
|
|
| 11,876 |
|
|
| 419,960 |
|
|
|
|
|
|
| 419,960 |
| Mobileone Ltd. (a) |
|
|
| 571,139 |
|
|
|
|
|
|
| 571,139 |
|
|
| 307,141 |
|
|
| 209,059 |
|
|
| 516,200 |
| Neptune Orient Lines, Ltd. |
|
|
| 442,964 |
|
|
| 301,508 |
|
|
| 744,472 |
|
|
| 97,000 |
|
|
| 92,000 |
|
|
| 189,000 |
| Singapore Airlines, Ltd. |
|
|
| 871,276 |
|
|
| 826,365 |
|
|
| 1,697,641 |
|
|
|
|
|
|
| 30,000 |
|
|
| 30,000 |
| Singapore Petroleum Co., Ltd. |
|
|
|
|
|
|
| 109,115 |
|
|
| 109,115 |
|
|
|
|
|
|
| 200,000 |
|
|
| 200,000 |
| Singapore Post, Ltd. |
|
|
|
|
|
|
| 142,957 |
|
|
| 142,957 |
|
|
|
|
|
|
| 3 |
|
|
| 3 |
| Singapore Telecommunications, Ltd. |
|
|
|
|
|
|
| 5 |
|
|
| 5 |
|
|
|
|
|
|
| 33,000 |
|
|
| 33,000 |
| United Overseas Bank, Ltd. |
|
|
|
|
|
|
| 340,249 |
|
|
| 340,249 |
|
|
|
|
|
|
| 30,000 |
|
|
| 30,000 |
| United Overseas Land, Ltd. |
|
|
|
|
|
|
| 58,068 |
|
|
| 58,068 |
|
|
|
|
|
|
|
|
|
|
|
|
| South Africa |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
| 130,500 |
|
|
|
|
| 130,500 |
| MTN Group Ltd. |
|
|
|
|
| 1,302,287 |
|
|
|
|
| 1,302,287 |
|
|
|
|
| 65,900 |
|
|
|
|
| 65,900 |
| Naspers Ltd. |
|
|
|
|
| 1,446,786 |
|
|
|
|
| 1,446,786 |
|
|
|
|
| 59,800 |
|
|
|
|
| 59,800 |
| Sasol Ltd. (a) |
|
|
|
|
| 2,516,324 |
|
|
|
|
| 2,516,324 |
|
|
|
|
|
|
|
|
|
|
|
|
| South Korea |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| 27,220 |
|
|
|
|
|
|
| 27,220 |
| Hyundai Motor Co. |
|
|
| 2,392,428 |
|
|
|
|
|
|
| 2,392,428 |
|
|
| 16,421 |
| 17,410 |
|
|
|
|
| 33,831 |
| Kookmin Bank(a) |
|
|
| 1,471,135 |
| 1,559,738 |
|
|
|
|
| 3,030,873 |
|
|
| 2,545 |
| 2,970 |
|
|
|
|
| 5,515 |
| Samsung Electronics Co. Ltd. |
|
|
| 1,737,680 |
| 2,027,863 |
|
|
|
|
| 3,765,543 |
|
|
| 44,162 |
|
|
|
|
|
|
| 44,162 |
| Shinhan Financial Group Co. Ltd. |
|
|
| 2,200,609 |
|
|
|
|
|
|
| 2,200,609 |
|
|
|
|
| 2,300 |
|
|
|
|
| 2,300 |
| Shinsegae Co. Ltd. |
|
|
|
|
| 1,124,152 |
|
|
|
|
| 1,124,152 |
|
|
|
|
|
|
|
|
|
|
|
|
| Spain |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 6,390 |
|
|
| 6,390 |
| Acerinox SA |
|
|
|
|
|
|
| 107,462 |
|
|
| 107,462 |
|
|
|
|
|
|
| 8,631 |
|
|
| 8,631 |
| Antena 3 de Television SA |
|
|
|
|
|
|
| 227,361 |
|
|
| 227,361 |
|
337,484 |
|
|
|
|
| 82,580 |
|
|
| 420,064 |
| Banco Bilbao Vizcaya Argentaria SA |
| 7,455,270 |
|
|
|
|
| 1,824,253 |
|
|
| 9,279,523 |
|
|
| 67,941 |
|
|
| 213,349 |
|
|
| 281,290 |
| Banco Santander Central Hispano SA |
|
|
| 1,053,435 |
|
|
| 3,308,008 |
|
|
| 4,361,443 |
|
|
| 7,100 |
|
|
|
|
|
|
| 7,100 |
| Compania Espanola de Petroleos, SA |
|
|
| 428,254 |
|
|
|
|
|
|
| 428,254 |
|
|
| 68,200 |
|
|
| 77,226 |
|
|
| 145,426 |
| Endesa SA |
|
|
| 2,264,614 |
|
|
| 2,564,327 |
|
|
| 4,828,941 |
|
|
|
|
|
|
| 1,420 |
|
|
| 1,420 |
| Fomento de Construcciones y Contratas SA |
|
|
|
|
|
|
| 115,192 |
|
|
| 115,192 |
|
|
|
|
| 17,800 |
|
|
|
|
| 17,800 |
| Grupo Ferrovial SA |
|
|
|
|
| 1,460,802 |
|
|
|
|
| 1,460,802 |
|
|
|
|
|
|
| 44,616 |
|
|
| 44,616 |
| Iberdrola SA |
|
|
|
|
|
|
| 1,453,352 |
|
|
| 1,453,352 |
|
|
|
|
| 104,000 |
| 9,304 |
|
|
| 113,304 |
| Industria de Diseno Tectil SA (Inditex) |
|
|
|
|
| 4,231,429 |
| 378,550 |
|
|
| 4,609,979 |
|
|
| 56,547 |
|
|
| 70,354 |
|
|
| 126,901 |
| Repsol YPF SA |
|
|
| 1,689,333 |
|
|
| 2,101,815 |
|
|
| 3,791,148 |
|
|
| 57,416 |
|
|
|
|
|
|
| 57,416 |
| Sogecable SA |
|
|
| 2,175,266 |
|
|
|
|
|
|
| 2,175,266 |
|
|
|
|
|
|
| 88,688 |
|
|
| 88,688 |
| Telefonica SA |
|
|
|
|
|
|
| 1,420,995 |
|
|
| 1,420,995 |
|
|
| 5,361 |
|
|
| 18,430 |
|
|
| 23,791 |
| Union Fenosa SA |
|
|
| 207,300 |
|
|
| 712,656 |
|
|
| 919,956 |
|
|
|
|
|
|
|
|
|
|
|
|
| Sweden |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 6,152 |
|
|
| 6,152 |
| Billerud AB |
|
|
|
|
|
|
| 106,168 |
|
|
| 106,168 |
|
|
|
|
| 31,100 |
|
|
|
|
| 31,100 |
| Capio AB (a) |
|
|
|
|
| 612,779 |
|
|
|
|
| 612,779 |
|
|
| 36,700 |
|
|
|
|
|
|
| 36,700 |
| Electrolux AB, Series B |
|
|
| 1,099,639 |
|
|
|
|
|
|
| 1,099,639 |
|
|
|
|
|
|
| 15,728 |
|
|
| 15,728 |
| Eniro AB |
|
|
|
|
|
|
| 172,580 |
|
|
| 172,580 |
|
|
|
|
| 777,800 |
|
|
|
|
| 777,800 |
| Ericsson, (L.M.) Telefonaktiebolaget (Class B Stock) (a) |
|
|
|
|
| 2,769,137 |
|
|
|
|
| 2,769,137 |
|
|
|
|
| 17,000 |
|
|
|
|
| 17,000 |
| Modern Times Group AB (Class B Stock) |
|
|
|
|
| 933,266 |
|
|
|
|
| 933,266 |
|
|
| 167,086 |
|
|
|
|
|
|
| 167,086 |
| Nordea Bank AB |
|
|
| 2,151,268 |
|
|
|
|
|
|
| 2,151,268 |
|
|
|
|
|
|
| 1,500 |
|
|
| 1,500 |
| Sandvik AB |
|
|
|
|
|
|
| 97,634 |
|
|
| 97,634 |
|
|
|
|
|
|
| 37,987 |
|
|
| 37,987 |
| Skandinaviska Enskilda Banken AB (Class “A” Shares) |
|
|
|
|
|
|
| 957,534 |
|
|
| 957,534 |
|
|
|
|
|
|
| 5,004 |
|
|
| 5,004 |
| SSAB Svenskt Stal AB (Class “A” Shares) |
|
|
|
|
|
|
| 295,109 |
|
|
| 295,109 |
|
|
|
|
|
|
| 3,800 |
|
|
| 3,800 |
| Svenska Cellulosa AB (Class “B” Shares) |
|
|
|
|
|
|
| 172,209 |
|
|
| 172,209 |
|
|
|
|
|
|
| 9,800 |
|
|
| 9,800 |
| Svenska Handelbanken AB (Class “A” Shares) |
|
|
|
|
|
|
| 281,651 |
|
|
| 281,651 |
|
|
|
|
|
|
| 60,900 |
|
|
| 60,900 |
| Swedish Match AB |
|
|
|
|
|
|
| 914,439 |
|
|
| 914,439 |
|
|
|
|
|
|
| 218,797 |
|
|
| 218,797 |
| Telefonaktiebolaget LM Ericsson (Class “B” Shares) |
|
|
|
|
|
|
| 778,965 |
|
|
| 778,965 |
|
|
|
|
|
|
| 57,175 |
|
|
| 57,175 |
| TeliaSonera AB |
|
|
|
|
|
|
| 355,057 |
|
|
| 355,057 |
|
|
|
|
|
|
| 40,320 |
|
|
| 40,320 |
| Volvo AB (Class “B” Shares) |
|
|
|
|
|
|
| 2,027,205 |
|
|
| 2,027,205 |
|
F-6
Jennison |
| SP |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison |
| SP |
| SP International |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Switzerland |
|
|
|
|
|
|
|
|
|
|
| — |
|
50,900 |
|
|
|
|
|
|
|
|
| 50,900 |
| Alcon, Inc. |
| 5,177,039 |
|
|
|
|
|
|
|
|
| 5,177,039 |
|
|
| 14,000 |
|
|
|
|
|
|
| 14,000 |
| Baloise Holding |
|
|
| 1,069,021 |
|
|
|
|
|
|
| 1,069,021 |
|
|
| 2,017 |
|
|
| 1,383 |
|
|
| 3,400 |
| Ciba Specialty Chemicals |
|
|
| 123,765 |
|
|
| 84,862 |
|
|
| 208,627 |
|
|
|
|
|
|
| 43,617 |
|
|
| 43,617 |
| Credit Suisse Group |
|
|
|
|
|
|
| 2,739,691 |
|
|
| 2,739,691 |
|
|
|
|
| 33,100 |
|
|
|
|
| 33,100 |
| EFG International (a) |
|
|
|
|
| 987,502 |
|
|
|
|
| 987,502 |
|
|
| 1,709 |
|
|
|
|
|
|
| 1,709 |
| Georg Fischer AG (a) |
|
|
| 830,936 |
|
|
|
|
|
|
| 830,936 |
|
|
| 3,479 |
|
|
| 1,175 |
|
|
| 4,654 |
| Givaudan AG |
|
|
| 2,920,206 |
|
|
| 986,272 |
|
|
| 3,906,478 |
|
69,900 |
|
|
|
|
| 3,548 |
|
|
| 73,448 |
| Holcim, Ltd. |
| 5,861,635 |
|
|
|
|
| 297,526 |
|
|
| 6,159,161 |
|
|
|
|
| 2,600 |
|
|
|
|
| 2,600 |
| Kuehne & Nagel International AG (a) |
|
|
|
|
| 942,872 |
|
|
|
|
| 942,872 |
|
|
|
|
|
|
| 11,092 |
|
|
| 11,092 |
| Nestle SA |
|
|
|
|
|
|
| 3,382,962 |
|
|
| 3,382,962 |
|
|
|
|
| 5,500 |
|
|
|
|
| 5,500 |
| Nobel Biocare Holding AG (a) |
|
|
|
|
| 1,359,257 |
|
|
|
|
| 1,359,257 |
|
91,495 |
| 40,043 |
|
|
| 37,728 |
|
|
| 169,266 |
| Novartis AG |
| 5,249,048 |
| 2,297,258 |
|
|
| 2,164,447 |
|
|
| 9,710,753 |
|
76,200 |
|
|
|
|
|
|
|
|
| 76,200 |
| Novartis AG ADR |
| 4,382,262 |
|
|
|
|
|
|
|
|
| 4,382,262 |
|
|
|
|
| 16,600 |
| 1,936 |
|
|
| 18,536 |
| Phonak Holding AG |
|
|
|
|
| 1,030,640 |
| 120,200 |
|
|
| 1,150,840 |
|
|
| 2,263 |
|
|
| 1,651 |
|
|
| 3,914 |
| Rieter Holding AG |
|
|
| 992,640 |
|
|
| 724,193 |
|
|
| 1,716,833 |
|
125,900 |
| 22,925 |
| 56,400 |
| 16,845 |
|
|
| 222,070 |
| Roche Holdings AG |
| 9,651,909 |
| 3,525,075 |
| 8,672,376 |
| 2,590,180 |
|
|
| 24,439,540 |
|
|
|
|
| 2,050 |
|
|
|
|
| 2,050 |
| SGS SA (a) |
|
|
|
|
| 2,028,181 |
|
|
|
|
| 2,028,181 |
|
|
|
|
|
|
| 1,257 |
|
|
| 1,257 |
| Sulzer AG |
|
|
|
|
|
|
| 1,060,169 |
|
|
| 1,060,169 |
|
|
|
|
|
|
| 3,440 |
|
|
| 3,440 |
| Swatch Group AG |
|
|
|
|
|
|
| 126,205 |
|
|
| 126,205 |
|
|
|
|
|
|
| 8,095 |
|
|
| 8,095 |
| Swiss Re |
|
|
|
|
|
|
| 590,709 |
|
|
| 590,709 |
|
|
| 3,100 |
|
|
| 2,816 |
|
|
| 5,916 |
| Swisscom AG |
|
|
| 1,034,208 |
|
|
| 939,461 |
|
|
| 1,973,669 |
|
|
| 11,300 |
|
|
|
|
|
|
| 11,300 |
| Syngenta AG |
|
|
| 753,266 |
|
|
|
|
|
|
| 753,266 |
|
|
|
|
| 24,200 |
|
|
|
|
| 24,200 |
| Synthes, Inc. |
|
|
|
|
| 3,004,999 |
|
|
|
|
| 3,004,999 |
|
89,462 |
| 37,020 |
| 63,560 |
| 36,465 |
|
|
| 226,507 |
| UBS AG |
| 10,603,866 |
| 4,387,953 |
| 7,533,720 |
| 4,322,171 |
|
|
| 26,847,710 |
|
|
| 6,456 |
|
|
| 7,420 |
|
|
| 13,876 |
| Zurich Financial Services AG (a) |
|
|
| 1,570,793 |
|
|
| 1,805,342 |
|
|
| 3,376,135 |
|
|
|
|
|
|
|
|
|
|
|
|
| Taiwan |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
| 68,000 |
|
|
|
|
| 68,000 |
| High Tech Computer Corp. |
|
|
|
|
| 2,173,886 |
|
|
|
|
| 2,173,886 |
|
|
|
| �� | 27,600 |
|
|
|
|
| 27,600 |
| Himax Technologies, Inc., ADR |
|
|
|
|
| 245,640 |
|
|
|
|
| 245,640 |
|
|
|
|
| 325,165 |
|
|
|
|
| 325,165 |
| HON HAI Precision Industry Co. Ltd. |
|
|
|
|
| 2,206,424 |
|
|
|
|
| 2,206,424 |
|
|
|
|
|
|
|
|
|
|
|
|
| United Kingdom |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 37,478 |
|
|
| 37,478 |
| ABB, Ltd.(a) |
|
|
|
|
|
|
| 534,882 |
|
|
| 534,882 |
|
|
| 58,000 |
|
|
|
|
|
|
| 58,000 |
| Alliance & Leicester PLC (a) |
|
|
| 1,187,753 |
|
|
|
|
|
|
| 1,187,753 |
|
|
|
|
|
|
| 33,808 |
|
|
| 33,808 |
| Anglo American PLC |
|
|
|
|
|
|
| 1,439,543 |
|
|
| 1,439,543 |
|
|
| 6,016 |
|
|
| 39,084 |
|
|
| 45,100 |
| Arriva PLC |
|
|
| 63,574 |
|
|
| 413,020 |
|
|
| 476,594 |
|
|
| 12,400 |
|
|
| 78,967 |
|
|
| 91,367 |
| AstraZeneca PLC |
|
|
| 685,145 |
|
|
| 4,363,215 |
|
|
| 5,048,360 |
|
|
| 139,040 |
|
|
| 141,716 |
|
|
| 280,756 |
| Aviva PLC |
|
|
| 2,030,910 |
|
|
| 2,069,997 |
|
|
| 4,100,907 |
|
|
| 126,000 |
|
|
| 104,083 |
|
|
| 230,083 |
| BAE Systems PLC |
|
|
| 959,280 |
|
|
| 792,419 |
|
|
| 1,751,699 |
|
|
| 383,521 |
|
|
| 263,907 |
|
|
| 647,428 |
| Barclays PLC |
|
|
| 4,790,690 |
|
|
| 3,296,552 |
|
|
| 8,087,242 |
|
|
|
|
|
|
| 37,198 |
|
|
| 37,198 |
| Barratt Developments PLC |
|
|
|
|
|
|
| 672,899 |
|
|
| 672,899 |
|
|
|
|
|
|
| 7,592 |
|
|
| 7,592 |
| Bellway PLC |
|
|
|
|
|
|
| 166,133 |
|
|
| 166,133 |
|
|
|
|
|
|
| 14,347 |
|
|
| 14,347 |
| Berkeley Group Holdings PLC |
|
|
|
|
|
|
| 301,131 |
|
|
| 301,131 |
|
|
|
|
| 604,970 |
|
|
|
|
| 604,970 |
| BG Group PLC |
|
|
|
|
| 8,130,546 |
|
|
|
|
| 8,130,546 |
|
248,500 |
|
|
|
|
| 121,351 |
|
|
| 369,851 |
| BHP Billiton PLC |
| 5,116,097 |
|
|
|
|
| 2,498,364 |
|
|
| 7,614,461 |
|
|
| 31,866 |
|
|
| 10,291 |
|
|
| 42,157 |
| Boots Group PLC |
|
|
| 407,351 |
|
|
| 131,551 |
|
|
| 538,902 |
|
|
| 73,600 |
|
|
| 298,387 |
|
|
| 371,987 |
| BP PLC |
|
|
| 907,954 |
|
|
| 3,681,002 |
|
|
| 4,588,956 |
|
|
| 39,116 |
|
|
| 37,984 |
|
|
| 77,100 |
| BP PLC ADR |
|
|
| 2,883,632 |
|
|
| 2,800,180 |
|
|
| 5,683,812 |
|
|
| 166,655 |
|
|
|
|
|
|
| 166,655 |
| Bradford & Bingley PLC |
|
|
| 1,470,896 |
|
|
|
|
|
|
| 1,470,896 |
|
|
|
|
|
|
| 111,088 |
|
|
| 111,088 |
| British Airways PLC(a) |
|
|
|
|
|
|
| 681,158 |
|
|
| 681,158 |
|
|
|
|
|
|
| 29,925 |
|
|
| 29,925 |
| British American Tobacco PLC |
|
|
|
|
|
|
| 765,069 |
|
|
| 765,069 |
|
|
|
|
|
|
| 65,902 |
|
|
| 65,902 |
| British Sky Broadcasting PLC |
|
|
|
|
|
|
| 631,524 |
|
|
| 631,524 |
|
|
| 482,864 |
|
|
| 545,916 |
|
|
| 1,028,780 |
| BT Group PLC |
|
|
| 1,930,558 |
|
|
| 2,182,649 |
|
|
| 4,113,207 |
|
658,400 |
| 229,072 |
|
|
| 49,331 |
|
|
| 936,803 |
| Cadbury Schweppes PLC |
| 6,531,413 |
| 2,272,424 |
|
|
| 489,370 |
|
|
| 9,293,207 |
|
|
|
|
| 42,500 |
|
|
|
|
| 42,500 |
| Cairn Energy PLC (a) |
|
|
|
|
| 1,802,673 |
|
|
|
|
| 1,802,673 |
|
|
|
|
|
|
| 3,270 |
|
|
| 3,270 |
| Carnival PLC |
|
|
|
|
|
|
| 162,075 |
|
|
| 162,075 |
|
|
|
|
| 212,000 |
|
|
|
|
| 212,000 |
| Carphone Warehouse Group |
|
|
|
|
| 1,297,987 |
|
|
|
|
| 1,297,987 |
|
|
|
|
|
|
| 38,819 |
|
|
| 38,819 |
| COLT Telecom Group PLC(a) |
|
|
|
|
|
|
| 50,260 |
|
|
| 50,260 |
|
|
|
|
|
|
| 35,314 |
|
|
| 35,314 |
| Diageo PLC |
|
|
|
|
|
|
| 582,792 |
|
|
| 582,792 |
|
|
| 62,100 |
|
|
|
|
|
|
| 62,100 |
| Dairy Crest Group PLC (a) |
|
|
| 533,373 |
|
|
|
|
|
|
| 533,373 |
|
|
| 276,764 |
|
|
| 98,858 |
|
|
| 375,622 |
| DSG International PLC |
|
|
| 927,375 |
|
|
| 331,251 |
|
|
| 1,258,626 |
|
|
|
|
|
|
| 14,686 |
|
|
| 14,686 |
| Enterprise Inns PLC |
|
|
|
|
|
|
| 249,864 |
|
|
| 249,864 |
|
|
| 101,365 |
|
|
| 51,390 |
|
|
| 152,755 |
| Firstgroup PLC |
|
|
| 768,954 |
|
|
| 389,844 |
|
|
| 1,158,798 |
|
|
|
|
|
|
| 47,078 |
|
|
| 47,078 |
| Friends Provident PLC |
|
|
|
|
|
|
| 168,908 |
|
|
| 168,908 |
|
|
|
|
|
|
| 35,805 |
|
|
| 35,805 |
| George Wimpey PLC |
|
|
|
|
|
|
| 341,805 |
|
|
| 341,805 |
|
|
| 119,200 |
|
|
|
|
|
|
| 119,200 |
| GKN PLC |
|
|
| 681,447 |
|
|
|
|
|
|
| 681,447 |
|
|
| 91,707 |
|
|
| 189,905 |
|
|
| 281,612 |
| GlaxoSmithKline PLC |
|
|
| 2,602,139 |
|
|
| 5,388,457 |
|
|
| 7,990,596 |
|
|
| 51,100 |
|
|
| 15,527 |
|
|
| 66,627 |
| Hanson PLC |
|
|
| 682,570 |
|
|
| 207,402 |
|
|
| 889,972 |
|
|
| 110,293 |
| 362,700 |
| 120,832 |
|
|
| 593,825 |
| HBOS PLC |
|
|
| 1,935,829 |
| 6,366,001 |
| 2,120,807 |
|
|
| 10,422,637 |
|
|
|
|
|
|
| 25,951 |
|
|
| 25,951 |
| Henderson Group PLC |
|
|
|
|
|
|
| 40,221 |
|
|
| 40,221 |
|
|
|
|
|
|
| 338,897 |
|
|
| 338,897 |
| HSBC Holdings PLC |
|
|
|
|
|
|
| 5,855,518 |
|
|
| 5,855,518 |
|
|
|
|
|
|
| 104,386 |
|
|
| 104,386 |
| Imperial Chemical Industries PLC |
|
|
|
|
|
|
| 680,513 |
|
|
| 680,513 |
|
|
|
|
|
|
| 43,079 |
|
|
| 43,079 |
| Imperial Tobacco Group PLC |
|
|
|
|
|
|
| 1,338,609 |
|
|
| 1,338,609 |
|
|
|
|
|
|
| 5,160 |
|
|
| 5,160 |
| Inchcape PLC |
|
|
|
|
|
|
| 256,880 |
|
|
| 256,880 |
|
|
|
|
|
|
| 68,408 |
|
|
| 68,408 |
| Kelda Group PLC |
|
|
|
|
|
|
| 958,046 |
|
|
| 958,046 |
|
1,217,700 |
|
|
|
|
| 65,150 |
|
|
| 1,282,850 |
| Kingfisher PLC |
| 5,001,767 |
|
|
|
|
| 267,607 |
|
|
| 5,269,374 |
|
|
| 272,238 |
|
|
| 323,587 |
|
|
| 595,825 |
| Legal & General Group PLC |
|
|
| 687,570 |
|
|
| 817,258 |
|
|
| 1,504,828 |
|
|
| 497,889 |
|
|
| 232,974 |
|
|
| 730,863 |
| Lloyds TSB Group PLC |
|
|
| 4,843,790 |
|
|
| 2,266,524 |
|
|
| 7,110,314 |
|
|
| 22,978 |
|
|
|
|
|
|
| 22,978 |
| Mitchells & Butler PLC |
|
|
| 206,261 |
|
|
|
|
|
|
| 206,261 |
|
|
|
|
|
|
| 162,637 |
|
|
| 162,637 |
| National Grid PLC |
|
|
|
|
|
|
| 1,706,802 |
|
|
| 1,706,802 |
|
|
| 95,000 |
|
|
|
|
|
|
| 95,000 |
| Next PLC |
|
|
| 2,792,589 |
|
|
|
|
|
|
| 2,792,589 |
|
|
| 200,998 |
|
|
|
|
|
|
| 200,998 |
| Northern Foods PLC |
|
|
| 327,128 |
|
|
|
|
|
|
| 327,128 |
|
|
|
|
| 165,000 |
|
|
|
|
| 165,000 |
| Northern Rock PLC |
|
|
|
|
| 3,189,394 |
|
|
|
|
| 3,189,394 |
|
|
| 204,969 |
|
|
|
|
|
|
| 204,969 |
| Northumbrain Water Group PLC |
|
|
| 926,020 |
|
|
|
|
|
|
| 926,020 |
|
|
| 427,225 |
|
|
|
|
|
|
| 427,225 |
| Old Mutual PLC |
|
|
| 1,497,757 |
|
|
|
|
|
|
| 1,497,757 |
|
|
|
|
|
|
| 39,576 |
|
|
| 39,576 |
| Persimmon PLC |
|
|
|
|
|
|
| 945,413 |
|
|
| 945,413 |
|
|
| 411,300 |
|
|
| 166,103 |
|
|
| 577,403 |
| Pilkington PLC |
|
|
| 1,220,670 |
|
|
| 492,966 |
|
|
| 1,713,636 |
|
|
|
|
| 95,610 |
| 16,817 |
|
|
| 112,427 |
| Reckitt Benckiser PLC |
|
|
|
|
| 3,485,255 |
| 613,027 |
|
|
| 4,098,282 |
|
|
|
|
|
|
| 49,150 |
|
|
| 49,150 |
| Resolution PLC |
|
|
|
|
|
|
| 561,069 |
|
|
| 561,069 |
|
|
| 53,500 |
|
|
| 19,594 |
|
|
| 73,094 |
| Rio Tinto PLC |
|
|
| 2,942,412 |
|
|
| 1,077,638 |
|
|
| 4,020,050 |
|
|
|
|
| 665,800 |
|
|
|
|
| 665,800 |
| Rolls-Royce Group PLC (a) |
|
|
|
|
| 5,785,289 |
|
|
|
|
| 5,785,289 |
|
|
|
|
|
|
| 75,796 |
|
|
| 75,796 |
| Royal & Sun Alliance Insurance Group PLC |
|
|
|
|
|
|
| 190,741 |
|
|
| 190,741 |
|
108,540 |
| 77,600 |
|
|
| 76,201 |
|
|
| 262,341 |
| Royal Bank of Scotland Group PLC (The) |
| 3,544,898 |
| 2,534,403 |
|
|
| 2,488,712 |
|
|
| 8,568,013 |
|
72,200 |
|
|
|
|
|
|
|
|
| 72,200 |
| Royal Bank of Scotland Group PLC (The) 144A |
| 2,358,040 |
|
|
|
|
|
|
|
|
| 2,358,040 |
|
|
|
|
|
|
| 92,736 |
|
|
| 92,736 |
| Royal Dutch Shell PLC |
|
|
|
|
|
|
| 3,172,485 |
|
|
| 3,172,485 |
|
F-7
Jennison |
| SP |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison |
| SP |
| SP International |
| Dryden |
| Pro-forma |
| Pro-forma |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| 45,200 |
|
|
|
|
|
|
| 45,200 |
| Royal Dutch Shell PLC (Class “A” Shares) |
|
|
| 1,549,929 |
|
|
|
|
|
|
| 1,549,929 |
| |
|
| 78,400 |
|
|
| 101,923 |
|
|
| 180,323 |
| Royal Dutch Shell PLC (Class “B” Shares) |
|
|
| 2,803,574 |
|
|
| 3,644,754 |
|
|
| 6,448,328 |
| |
|
|
|
|
|
| 106,560 |
|
|
| 106,560 |
| SABMiller PLC |
|
|
|
|
|
|
| 2,248,257 |
|
|
| 2,248,257 |
| |
|
|
|
|
|
| 22,331 |
|
|
| 22,331 |
| Scottish & Newcastle PLC |
|
|
|
|
|
|
| 206,459 |
|
|
| 206,459 |
| |
|
|
|
|
|
| 12,850 |
|
|
| 12,850 |
| Scottish Power PLC |
|
|
|
|
|
|
| 131,340 |
|
|
| 131,340 |
| |
|
|
|
|
|
| 15,056 |
|
|
| 15,056 |
| Severn Trent PLC |
|
|
|
|
|
|
| 317,659 |
|
|
| 317,659 |
| |
|
| 230,241 |
|
|
|
|
|
|
| 230,241 |
| Shanks Group PLC |
|
|
| 755,742 |
|
|
|
|
|
|
| 755,742 |
| |
|
|
|
|
|
| 17,520 |
|
|
| 17,520 |
| Smiths Group PLC |
|
|
|
|
|
|
| 325,716 |
|
|
| 325,716 |
| |
|
|
|
|
|
| 96,370 |
|
|
| 96,370 |
| Stagecoach Group PLC |
|
|
|
|
|
|
| 190,673 |
|
|
| 190,673 |
| |
|
|
|
| 125,000 |
|
|
|
|
| 125,000 |
| Standard Chartered PLC |
|
|
|
|
| 3,318,866 |
|
|
|
|
| 3,318,866 |
| |
|
| 73,357 |
|
|
| 82,889 |
|
|
| 156,246 |
| Tate & Lyle PLC |
|
|
| 742,426 |
|
|
| 838,896 |
|
|
| 1,581,322 |
| |
|
|
|
|
|
| 63,191 |
|
|
| 63,191 |
| Taylor Woodrow PLC |
|
|
|
|
|
|
| 441,339 |
|
|
| 441,339 |
| |
1,227,800 |
| 304,585 |
| 226,870 |
| 280,808 |
|
|
| 2,040,063 |
| Tesco PLC |
| 7,153,472 |
| 1,774,589 |
| 1,321,802 |
| 1,636,058 |
|
|
| 11,885,921 |
| |
|
|
|
|
|
| 10,506 |
|
|
| 10,506 |
| Tomkins PLC |
|
|
|
|
|
|
| 64,899 |
|
|
| 64,899 |
| |
|
|
|
|
|
| 4,775 |
|
|
| 4,775 |
| Trinity Mirror PLC |
|
|
|
|
|
|
| 47,804 |
|
|
| 47,804 |
| |
|
| 128,588 |
|
|
|
|
|
|
| 128,588 |
| TT Electronics PLC |
|
|
| 424,422 |
|
|
|
|
|
|
| 424,422 |
| |
|
|
|
|
|
| 36,536 |
|
|
| 36,536 |
| Unilever PLC |
|
|
|
|
|
|
| 388,093 |
|
|
| 388,093 |
| |
|
|
|
|
|
| 30,238 |
|
|
| 30,238 |
| United Utilities PLC |
|
|
|
|
|
|
| 369,993 |
|
|
| 369,993 |
| |
|
| 29,580 |
|
|
|
|
|
|
| 29,580 |
| Viridian Group PLC |
|
|
| 518,640 |
|
|
|
|
|
|
| 518,640 |
| |
|
|
|
|
|
| 1,863,479 |
|
|
| 1,863,479 |
| Vodafone Air Touch PLC |
|
|
| 880,368 |
|
|
| 4,400,609 |
|
|
| 5,280,977 |
| |
|
| 551,629 |
|
|
| 37,371 |
|
|
| 589,000 |
| Vodafone Group PLC ADR |
|
|
| 4,238,247 |
|
|
| 885,693 |
|
|
| 5,123,940 |
| |
|
|
|
|
|
| 16,971 |
|
|
| 16,971 |
| Whitbread PLC |
|
|
|
|
|
|
| 346,612 |
|
|
| 346,612 |
| |
|
|
|
|
|
| 10,007 |
|
|
| 10,007 |
| William Hill PLC |
|
|
|
|
|
|
| 115,785 |
|
|
| 115,785 |
| |
668,400 |
|
|
|
|
| 9,005 |
|
|
| 677,405 |
| WPP Group PLC |
| 8,251,701 |
|
|
|
|
| 111,171 |
|
|
| 8,362,872 |
| |
|
|
|
|
|
|
|
|
|
|
|
| United States |
|
|
|
|
|
|
|
|
|
|
| — |
| |
173,800 |
|
|
|
|
|
|
|
|
| 173,800 |
| Adobe Systems, Inc.(a) |
| 6,812,960 |
|
|
|
|
|
|
|
|
| 6,812,960 |
| |
96,900 |
|
|
|
|
|
|
|
|
| 96,900 |
| American Express Co. |
| 5,214,189 |
|
|
|
|
|
|
|
|
| 5,214,189 |
| |
77,200 |
|
|
|
|
|
|
|
|
| 77,200 |
| American International Group, Inc. |
| 5,037,300 |
|
|
|
|
|
|
|
|
| 5,037,300 |
| |
115,000 |
|
|
|
|
|
|
|
|
| 115,000 |
| American Standard Co., Inc. |
| 5,005,950 |
|
|
|
|
|
|
|
|
| 5,005,950 |
| |
92,000 |
|
|
|
|
|
|
|
|
| 92,000 |
| Apple Computer, Inc.(a)(e) |
| 6,475,880 |
|
|
|
|
|
|
|
|
| 6,475,880 |
| |
135,450 |
|
|
|
|
|
|
|
|
| 135,450 |
| Broadcom Corp.(a) |
| 5,568,350 |
|
|
|
|
|
|
|
|
| 5,568,350 |
| |
229,100 |
|
|
|
|
|
|
|
|
| 229,100 |
| Comcast Corp.(a)(e) |
| 7,090,645 |
|
|
|
|
|
|
|
|
| 7,090,645 |
| |
187,700 |
|
|
|
|
|
|
|
|
| 187,700 |
| Corning, Inc.(a) |
| 5,186,151 |
|
|
|
|
|
|
|
|
| 5,186,151 |
| |
113,500 |
|
|
|
|
|
|
|
|
| 113,500 |
| E.I. du Pont de Nemours & Co.(e) |
| 5,005,350 |
|
|
|
|
|
|
|
|
| 5,005,350 |
| |
170,800 |
|
|
|
|
|
|
|
|
| 170,800 |
| eBay, Inc.(a) |
| 5,877,228 |
|
|
|
|
|
|
|
|
| 5,877,228 |
| |
71,400 |
|
|
|
|
|
|
|
|
| 71,400 |
| Federated Department Stores, Inc. |
| 5,558,490 |
|
|
|
|
|
|
|
|
| 5,558,490 |
| |
100,400 |
|
|
|
|
|
|
|
|
| 100,400 |
| Gilead Sciences, Inc.(a) |
| 5,773,000 |
|
|
|
|
|
|
|
|
| 5,773,000 |
| |
17,400 |
|
|
|
|
|
|
|
|
| 17,400 |
| Google, Inc., (Class A)(a) |
| 7,272,156 |
|
|
|
|
|
|
|
|
| 7,272,156 |
| |
135,700 |
|
|
|
|
|
|
|
|
| 135,700 |
| Home Depot, Inc. |
| 5,418,501 |
|
|
|
|
|
|
|
|
| 5,418,501 |
| |
62,100 |
|
|
|
|
|
|
|
|
| 62,100 |
| Honeywell International, Inc. |
| 2,639,250 |
|
|
|
|
|
|
|
|
| 2,639,250 |
| |
28,000 |
|
|
|
|
|
|
|
|
| 28,000 |
| Keryx Biopharmaceuticals, Inc.(a)(e) |
| 476,840 |
|
|
|
|
|
|
|
|
| 476,840 |
| |
249,300 |
|
|
|
|
|
|
|
|
| 249,300 |
| Kroger Co. (The)(a) |
| 5,050,818 |
|
|
|
|
|
|
|
|
| 5,050,818 |
| |
32,100 |
|
|
|
|
|
|
|
|
| 32,100 |
| Lehman Brothers Holdings, Inc. |
| 4,851,915 |
|
|
|
|
|
|
|
|
| 4,851,915 |
| |
200,800 |
|
|
|
|
|
|
|
|
| 200,800 |
| Microsoft Corp. |
| 4,849,320 |
|
|
|
|
|
|
|
|
| 4,849,320 |
| |
64,400 |
|
|
|
|
|
|
|
|
| 64,400 |
| Monsanto Co. |
| 5,370,960 |
|
|
|
|
|
|
|
|
| 5,370,960 |
| |
69,300 |
|
|
|
|
|
|
|
|
| 69,300 |
| Occidental Petroleum Corp. |
| 7,119,882 |
|
|
|
|
|
|
|
|
| 7,119,882 |
| |
100,500 |
|
|
|
|
|
|
|
|
| 100,500 |
| PepsiCo, Inc. |
| 5,853,120 |
|
|
|
|
|
|
|
|
| 5,853,120 |
| |
75,400 |
|
|
|
|
|
|
|
|
| 75,400 |
| Phelps Dodge Corp. |
| 6,498,726 |
|
|
|
|
|
|
|
|
| 6,498,726 |
| |
109,200 |
|
|
|
|
|
|
|
|
| 109,200 |
| QUALCOMM, Inc. |
| 5,606,328 |
|
|
|
|
|
|
|
|
| 5,606,328 |
| |
236,116 |
|
|
|
|
|
|
|
|
| 236,116 |
| Sprint Nextel Corp.(e) |
| 5,855,677 |
|
|
|
|
|
|
|
|
| 5,855,677 |
| |
120,700 |
|
|
|
|
|
|
|
|
| 120,700 |
| St. Jude Medical, Inc.(a) |
| 4,765,236 |
|
|
|
|
|
|
|
|
| 4,765,236 |
| |
83,700 |
|
|
|
|
|
|
|
|
| 83,700 |
| TXU Corp. |
| 4,154,031 |
|
|
|
|
|
|
|
|
| 4,154,031 |
| |
124,000 |
|
|
|
|
|
|
|
|
| 124,000 |
| UnitedHealth Group, Inc. |
| 6,167,760 |
|
|
|
|
|
|
|
|
| 6,167,760 |
| |
111,900 |
|
|
|
|
|
|
|
|
| 111,900 |
| Wal-Mart Stores, Inc. |
| 5,038,857 |
|
|
|
|
|
|
|
|
| 5,038,857 |
| |
244,200 |
|
|
|
|
|
|
|
|
| 244,200 |
| Walt Disney Co. |
| 6,827,832 |
|
|
|
|
|
|
|
|
| 6,827,832 |
| |
206,700 |
|
|
|
|
|
|
|
|
| 206,700 |
| Waste Management, Inc. |
| 7,742,981 |
|
|
|
|
|
|
|
|
| 7,742,981 |
| |
35,500 |
|
|
|
|
|
|
|
|
| 35,500 |
| WellPoint, Inc.(a) |
| 2,520,500 |
|
|
|
|
|
|
|
|
| 2,520,500 |
| |
63,600 |
|
|
|
|
|
|
|
|
| 63,600 |
| Yahoo!, Inc.(a) |
| 2,084,808 |
|
|
|
|
|
|
|
|
| 2,084,808 |
| |
|
|
|
|
|
|
|
|
|
|
|
| Total Common Stock |
| 431,047,864 |
| 277,023,540 |
| 272,849,652 |
| 338,362,502 |
| — |
| 1,319,283,558 |
| |
|
|
|
|
|
|
|
|
|
|
|
| Preferred Stock |
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
|
|
| Austria |
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
| 12,042 |
|
|
|
|
| 12,042 |
| Erste Bank Der Oesterreichischen Sparkassen AG |
|
|
|
|
| 722,368 |
|
|
|
|
| 722,368 |
| |
|
|
|
|
|
|
|
|
|
|
|
| Brazil |
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
| 56,600 |
|
|
|
|
| 56,600 |
| Banco Itau Holding Financeira SA |
|
|
|
|
| 1,815,431 |
|
|
|
|
| 1,815,431 |
| |
|
|
|
|
|
|
|
|
|
|
|
| Germany |
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
|
|
| 159 |
|
|
| 159 |
| Porsche AG |
|
|
|
|
|
|
| 159,469 |
|
|
| 159,469 |
| |
|
|
|
|
|
|
|
|
|
|
|
| Units |
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
|
|
| Rights |
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
|
|
| Sweden |
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
|
|
| 5,004 |
|
|
| 5,004 |
| SSAB Svenskt Stal AB (Class “A” Shares), expiring 5/29/06 (a) |
|
|
|
|
|
|
| 1,734 |
|
|
| 1,734 |
| |
|
|
|
| 31,100 |
|
|
|
|
| 31,100 |
| Capio AB, expiring 05/23/06 (a) |
|
|
|
|
| 22,820 |
|
|
|
|
| 22,820 |
| |
|
|
|
|
|
|
|
|
|
|
|
| Total Long-Term Investments |
| 431,047,864 |
| 277,023,540 |
| 275,410,271 |
| 338,523,705 |
|
|
| 1,322,005,380 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Investments |
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
|
|
| Put Option |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| 5,900 |
|
|
|
|
|
|
| 5,900 |
| Syngenta AG(a) |
|
|
| 9,467 |
|
|
|
|
|
|
| 9,467 |
| |
|
|
|
|
|
| $ | 550 |
|
|
| 550 |
| United States Treasury Bill (b)(c) 4.51%, 6/15/06 |
|
|
|
|
|
|
| 546,890 |
|
|
| 546,890 |
|
28,383,464 |
|
|
| 5,780,237 |
|
|
|
|
| 34,163,701 |
| Dryden Core Investment Fund - Taxable Money Market Series(f)(g) |
| 28,383,464 |
| 5,325,748 |
| 5,780,237 |
|
|
|
|
| 39,489,449 |
| |
|
|
|
|
|
|
|
|
|
|
|
| Total Short-term Investments |
| 28,383,464 |
| 5,335,215 |
| 5,780,237 |
| 546,890 |
|
|
| 40,045,806 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
|
|
| TOTAL INVESTMENTS |
| 459,431,328 |
| 282,358,755 |
| 281,190,508 |
| 339,070,595 |
|
|
| 1,362,051,186 |
| |
|
|
|
|
|
|
|
|
|
|
|
| Other assets(Liabilities) in excess of liabilities(other Assets)(d) |
| (23,774,346 | ) | 879,093 |
| (2,580,801 | ) | 13,399,280 |
|
|
| (12,076,774 | ) | |
|
|
|
|
|
|
|
|
|
|
|
| Net Assets |
| 435,656,982 |
| 283,237,848 |
| 278,609,707 |
| 352,469,875 |
|
|
| 1,349,974,412 |
| |
ADR - American Depositary Receipt.
144A - Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
(a) Non-income producing security.
(b) Rate quoted represents yield-to-maturity as of purchase date.
(c) All or portion of security segregated as collateral for financial futures contracts.
(d) Other assets in excess of liabilities include net unrealized appreciation on financial futures and forward foreign currency exchange contracts as follows:
F-8
Number of Contracts |
| Type |
| Expiration |
| Value at 4/30/06 |
| Value at trade |
| Unrealized |
| |
|
| Long positions: |
|
|
|
|
|
|
|
|
| |
7 |
| Hang Seng Stock Index |
| May, 2006 |
| 746,153 |
| 751,659 |
| $ | (5,506 | ) |
24 |
| Share Price Index 200 |
| June, 2006 |
| 2,394,584 |
| 2,247,837 |
| 146,747 |
| |
56 |
| DJ Euro Stoxx 50 Index |
| June, 2006 |
| 2,676,221 |
| 2,652,372 |
| 23,849 |
| |
55 |
| Nikkei 225 Index |
| June, 2006 |
| 4,657,125 |
| 4,455,350 |
| 201,775 |
| |
26 |
| FTSE 100 Index |
| June, 2006 |
| 2,856,122 |
| 2,805,367 |
| 50,755 |
| |
|
|
|
|
|
|
|
|
|
| $ | 417,620 |
|
Forward Foreign currency exchange contracts outstanding at April 30, 2006:
Foreign Currency |
| Value at Settlement |
| Current Value |
| Unrealized |
| |||
Bought: |
|
|
|
|
|
|
| |||
Euro Currency 494,238 expring 05/04/06 |
| $ | 624,508 |
| $ | 623,534 |
| $ | (974 | ) |
Japanese Yen 27,759,377 expiring 05/08/06 |
| 244,216 |
| 243,792 |
| (424 | ) | |||
Japanese Yen 91,752,201 expiring 05/08/06 |
| 803,821 |
| 805,798 |
| 1,977 |
| |||
Japanese Yen 1,167,090,000 expiring 06/01/06 |
| 10,187,321 |
| 10,299,750 |
| 112,429 |
| |||
Mexican Peso 12,000,000 expiring 06/06/06 |
| 1,114,407 |
| 1,081,017 |
| (33,390 | ) | |||
Singapore Dollar 1,293,065 expiring 05/04/06 |
| 818,017 |
| 817,930 |
| (87 | ) | |||
|
|
|
|
|
|
|
| |||
Sold: |
|
|
|
|
|
|
| |||
Euro Currency 3,000,000, expiring 05/02/06 |
| $ | 3,757,700 |
| $ | 3,784,820 |
| $ | (27,120 | ) |
Euro Currency 8,480,000 expring 10/04/06 |
| 10,381,386 |
| 10,802,747 |
| (421,361 | ) | |||
Japanese Yen 778,060,000 expiring 06/01/06 |
| 6,753,465 |
| 6,866,500 |
| (113,035 | ) | |||
Japanese Yen 389,030,000 expiring 06/01/06 |
| 3,330,765 |
| 3,433,250 |
| (102,485 | ) | |||
Mexican Peso 71,880,000 expiring 06/06/06 |
| 6,736,013 |
| 6,475,290 |
| 260,723 |
| |||
Pound Sterling 441,945 expiring 05/08/06 |
| 803,821 |
| 805,910 |
| (2,089 | ) | |||
Pound Sterling 2,520,000 expiring 06/05/06 |
| 4,355,947 |
| 4,597,849 |
| (241,902 | ) |
(e) All or a portion of security is on loan. The aggregate market value of such securities is $26,787,322; cash collateral of $27,638,545 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.
(f) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.
(g) Prudential Investments LLC, the Manager of the Fund, also serves as Manager of the Dryden Core Investment Fund - Taxable Money Market Series
F-9
Pro-forma Statement of Assets and Liabilities After All Reorganizations
April 30, 2006 (Unaudited)
|
| PWF - Jennison |
| PWF - SP |
| SPMF - International |
| PWF - Dryden |
| Pro-forma |
| Pro-forma Combined |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investments at value, including securities on loan (C): |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Unaffiliated investments (A) |
| $ | 431,047,864 |
| $ | 277,033,007 |
| $ | 275,410,271 |
| $ | 339,070,595 |
|
|
| $ | 1,322,561,737 |
|
Affiliated investments (B) |
| 28,383,464 |
| 5,325,748 |
| 5,780,237 |
| — |
|
|
| 39,489,449 |
| |||||
Foreign currency, at value (D) |
| 6,524,339 |
| 555,168 |
| 451,927 |
| 10,906,351 |
|
|
| 18,437,785 |
| |||||
Cash |
| 305,915 |
| — |
| 806,483 |
| 889,589 |
|
|
| 2,001,987 |
| |||||
Dividends and interest receivable |
| 846,245 |
| 2,016,628 |
| 952,749 |
| 1,215,621 |
|
|
| 5,031,243 |
| |||||
Receivable for Series shares sold |
| 266,847 |
| 1,698,612 |
| 867,032 |
| 1,307,318 |
|
|
| 4,139,809 |
| |||||
Receivable for investments sold |
| — |
| 2,334,883 |
| 7,992,849 |
| — |
|
|
| 10,327,732 |
| |||||
Foreign tax reclaim receivable |
| — |
| — |
| — |
| 223,341 |
|
|
| 223,341 |
| |||||
Unrealized appreciation on forward currency contracts |
|
|
| 375,129 |
| — |
| — |
|
|
| 375,129 |
| |||||
Prepaid expenses and other assets |
| 10,624 |
| 9,884 |
| 47,881 |
| 1,917 |
|
|
| 70,306 |
| |||||
Total assets |
| 467,385,298 |
| 289,349,059 |
| 292,309,429 |
| $ | 353,614,732 |
|
|
| 1,402,658,518 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Payable to broker for collateral for securities on loan |
| 24,516,815 |
| — |
| 3,022,730 |
| — |
|
|
| 27,539,545 |
| |||||
Payable for investments purchased |
| 5,295,864 |
| 4,105,398 |
| 7,984,826 |
| — |
|
|
| 17,386,088 |
| |||||
Payable for Series shares reacquired |
| 652,379 |
| 325,150 |
| 1,284,529 |
| 467,090 |
|
|
| 2,729,148 |
| |||||
Accrued expenses |
| 552,558 |
| 193,424 |
| 176,279 |
| 247,011 |
|
|
| 1,169,272 |
| |||||
Transfer agent fee payable |
| 291,605 |
| 312,202 |
| 829,146 |
| 37,786 |
|
|
| 1,470,739 |
| |||||
Management fee payable |
| 266,355 |
| 135,575 |
| 190,319 |
| 233,441 |
|
|
| 825,690 |
| |||||
Distribution fee payable |
| 114,315 |
| 85,409 |
| 194,256 |
| 61,472 |
|
|
| 455,452 |
| |||||
Due to broker - variation margin |
| — |
| — |
| — |
| 96,656 |
|
|
| 96,656 |
| |||||
Unrealized depreciation on forward currency contract |
| 27,120 |
| 915,747 |
| — |
| — |
|
|
| 942,867 |
| |||||
Payable to custodian |
| — |
| 32,483 |
| — |
| — |
|
|
| 32,483 |
| |||||
Withholding tax payable |
| — |
| 1,218 |
| — |
| — |
|
|
| 1,218 |
| |||||
Deferred directors’ fees |
| 11,305 |
| 4,605 |
| 17,637 |
| 1,401 |
|
|
| 34,948 |
| |||||
Total liabilities |
| 31,728,316 |
| 6,111,211 |
| 13,699,722 |
| 1,144,857 |
|
|
| 52,684,106 |
| |||||
Net Assets |
| $ | 435,656,982 |
| $ | 283,237,848 |
| $ | 278,609,707 |
| $ | 352,469,875 |
|
|
| $ | 1,349,974,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net assets were comprised of: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Common stock, at par |
| $ | 239,007 |
| $ | 107,832 |
| $ | 16,759 |
| $ | 424,380 |
|
|
| $ | 787,978 |
|
Paid-in capital in excess of par |
| 402,712,982 |
| 218,532,092 |
| 329,471,588 |
| 434,141,827 |
|
|
| 1,384,858,489 |
| |||||
|
| 402,951,989 |
| 218,639,924 |
| 329,488,347 |
| 434,566,207 |
|
|
| 1,385,646,467 |
| |||||
Accumulated net investment income (loss) |
| (137,582 | ) | 1,066,754 |
| (5,907,340 | ) | 432,938 |
|
|
| (4,545,230 | ) | |||||
Accumulated net realized loss on investment and foreign currency transactions |
| (80,750,283 | ) | (5,324,167 | ) | (128,762,326 | ) | (159,384,829 | ) |
|
| (374,221,605 | ) | |||||
Net unrealized appreciation on investments and foreign currencies |
| 113,592,858 |
| 68,855,337 |
| 83,791,026 |
| 76,855,559 |
|
|
| 343,094,780 |
| |||||
Net assets, April 30, 2006 |
| $ | 435,656,982 |
| $ | 283,237,848 |
| $ | 278,609,707 |
| $ | 352,469,875 |
|
|
| $ | 1,349,974,412 |
|
(A) Unaffiliated Investment at Cost |
| $ | 317,721,801 |
| $ | 207,712,393 |
| $ | 191,581,199 |
| $ | 263,066,694 |
|
|
| $ | 980,082,087 |
| |
(B) Affiliated Investment at Cost |
| $ | 28,383,464 |
| $ | 5,325,748 |
| $ | 5,493,872 |
| $ | — |
|
|
| $ | 39,203,084 |
| |
(C) Securities loaned at Value |
| $ | 23,870,881 |
| $ | — |
| $ | 2,916,441 |
| $ | — |
|
|
| $ | 26,787,322 |
| |
(D) Foreign currency at Cost |
| $ | 6,259,247 |
| $ | 546,657 |
| $ | 406,169 |
| $ | 10,522,996 |
|
|
| $ | 17,735,069 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net asset |
| $ | 355,654,483 |
| $ | 73,406,190 |
| $ | 24,357,549 |
| $ | 55,981,596 |
| $ | — |
| $ | 509,399,818 |
|
Shares of common stock issued and outstanding |
| 19,199,727 |
| 2,793,646 |
| 1,429,434 |
| 6,735,056 |
| 31,141,754 |
| 61,299,617 |
| ||||||
Net asset value and redemption price per share |
| $ | 18.52 |
| $ | 26.28 |
| $ | 17.04 |
| $ | 8.31 |
|
|
| $ | 8.31 |
| |
Maximum sales charge (5.5% of offering price) |
| 1.08 |
| 1.52 |
| 0.99 |
| 0.48 |
|
|
| 0.48 |
| ||||||
Maximum offering price to public |
| $ | 19.60 |
| $ | 27.80 |
| $ | 18.03 |
| $ | 8.79 |
|
|
| 8.79 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Class B |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net asset |
| $ | — |
| $ | 20,727,604 |
| $ | 4,303,229 |
| $ | 48,211,478 |
| $ | — |
| $ | 73,242,311 |
|
Shares of common stock issued and outstanding |
| — |
| 811,802 |
| 260,906 |
| 6,004,071 |
| 2,044,306 |
| 9,121,085 |
| ||||||
Net asset value, offering price and redemption price per share |
| $ | 0.00 |
| $ | 25.53 |
| $ | 16.49 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Class B1 (Jennison Global Growth Only) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net asset |
| $ | 50,336,961 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 50,336,961 |
|
Shares of common stock issued and outstanding |
| 3,020,832 |
| — |
| — |
| — |
| 3,247,781 |
| 6,268,613 |
| ||||||
Net asset value, offering price and redemption price per share |
| $ | 16.66 |
| $ | 0.00 |
| $ | 0.00 |
| $ | 0.00 |
|
|
| $ | 8.03 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Class C |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net asset |
| $ | 13,739,881 |
| $ | 16,583,074 |
| $ | 54,131,591 |
| $ | 14,670,834 |
| $ | — |
| $ | 99,125,380 |
|
Shares of common stock issued and outstanding |
| 832,427 |
| 648,591 |
| 3,273,670 |
| 1,827,433 |
| 5,762,260 |
| 12,344,381 |
| ||||||
Net asset value, offering price and redemption price per share |
| $ | 16.51 |
| $ | 25.57 |
| $ | 16.54 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Class L |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net asset |
| $ | — |
| $ | — |
| $ | 44,878,543 |
| $ | — |
| $ | — |
| $ | 44,878,543 |
|
Shares of common stock issued and outstanding |
| — |
| — |
| 2,642,451 |
| — |
| 2,803,974 |
| 5,446,425 |
| ||||||
Net asset value and redemption price per share |
| $ | 0.00 |
| $ | 0.00 |
| $ | 16.98 |
| $ | 0.00 |
|
|
| $ | 8.24 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Class M |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net asset |
| $ | — |
| $ | — |
| $ | 116,554,871 |
| $ | — |
| $ | — |
| $ | 116,554,871 |
|
Shares of common stock issued and outstanding |
| — |
| — |
| 7,068,857 |
| — |
| 7,446,071 |
| 14,514,928 |
| ||||||
Net asset value, offering price and redemption price per share |
| $ | 0.00 |
| $ | 0.00 |
| $ | 16.49 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Class X |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net asset |
| $ | — |
| $ | — |
| $ | 34,383,924 |
| $ | — |
| $ | — |
| $ | 34,383,924 |
|
Shares of common stock issued and outstanding |
| — |
| — |
| 2,084,138 |
| — |
| 2,197,795 |
| 4,281,933 |
| ||||||
Net asset value, offering price and redemption price per share |
| $ | 0.00 |
| $ | 0.00 |
| $ | 16.50 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Class Z |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net asset |
| $ | 15,925,657 |
| $ | 172,520,980 |
| $ | — |
| $ | 233,605,967 |
| $ | — |
| $ | 422,052,604 |
|
Shares of common stock issued and outstanding |
| 847,734 |
| 6,529,205 |
| — |
| 27,871,456 |
| 15,115,878 |
| 50,364,273 |
| ||||||
Net asset value, offering price and redemption price per share |
| $ | 18.79 |
| $ | 26.42 |
| $ | 0.00 |
| $ | 8.38 |
|
|
| $ | 8.38 |
|
See Notes to Financial Statements.
F-10
Pro-forma Statement of Operations After All Reorganizations
For the Year Ended 4/30/06
(Unaudited)
|
| PWF - Jennison |
| PWF - SP |
| SPMF - |
| PWF - Dryden |
| Adjusting |
| Pro-Forma Combined |
| |||||
Statement of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Income: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest |
| $ | — |
| $ | 180,730 |
| $ | 13,964 |
| $ | 50,096 |
| — |
| $ | 244,790 |
|
Unaffiliated dividends |
| 6,177,316 |
| 6,474,434 |
| 3,657,102 |
| 8,054,332 |
| — |
| 24,363,184 |
| |||||
Affiliated dividend income |
| 128,740 |
| 128,316 |
| 103,282 |
| 6,978 |
| — |
| 367,316 |
| |||||
Affiliated income from securities loaned, net |
| 33,410 |
| 2,756 |
| 2,980 |
| — |
| — |
| 39,146 |
| |||||
Foreign taxes withheld |
| (331,560 | ) | (248,396 | ) | (466,420 | ) | (641,192 | ) |
|
| (1,687,568 | ) | |||||
Total income |
| 6,007,906 |
| 6,537,840 |
| 3,310,908 |
| 7,470,214 |
| — |
| 23,326,868 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Expenses : |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Management fee |
| 3,124,904 |
| 2,648,138 |
| 2,645,854 |
| 2,584,474 |
| (1,243,625 | )(a) | 9,759,745 |
| |||||
Distribution fee - Class A |
| 844,380 |
| 160,826 |
| 49,634 |
| 112,864 |
| — |
| 1,167,704 |
| |||||
Distribution fee - Class B |
| 380,598 |
| 194,906 |
| 34,330 |
| 446,804 |
| — |
| 1,056,638 |
| |||||
Distribution fee - Class C |
| 130,536 |
| 138,794 |
| 516,572 |
| 134,928 |
| — |
| 920,830 |
| |||||
Distribution fee - Class L |
| — |
| — |
| 216,774 |
| — |
| — |
| 216,774 |
| |||||
Distribution fee - Class M |
| — |
| — |
| 1,125,686 |
| — |
| — |
| 1,125,686 |
| |||||
Distribution fee - Class X |
| — |
| — |
| 337,186 |
| — |
| — |
| 337,186 |
| |||||
Transfer agent’s fees and expenses** |
| 1,334,000 |
| 630,000 |
| 1,508,000 |
| 496,000 |
| (413,000 | )(b) | 3,555,000 |
| |||||
Custodian’s fees and expenses |
| 122,000 |
| 252,000 |
| 236,000 |
| 250,000 |
| (580,000 | )(b) | 280,000 |
| |||||
Reports to shareholders |
| 120,000 |
| 74,000 |
| 92,000 |
| 90,000 |
| (176,000 | )(b) | 200,000 |
| |||||
Legal fees and expenses |
| 54,000 |
| 36,000 |
| 14,000 |
| 32,000 |
| (69,000 | )(b) | 67,000 |
| |||||
Registration fees |
| 40,000 |
| 66,000 |
| 50,000 |
| 54,000 |
| (120,000 | )(b) | 90,000 |
| |||||
Audit fee |
| 22,000 |
| 22,000 |
| 22,000 |
| 22,000 |
| (58,000 | )(b) | 30,000 |
| |||||
Directors’ fees |
| 18,000 |
| 18,000 |
| 16,000 |
| 16,000 |
| (33,000 | )(b) | 35,000 |
| |||||
Miscellaneous |
| 83,578 |
| 50,136 |
| 43,822 |
| 58,102 |
| (162,948 | )(b) | 72,690 |
| |||||
Total operating expenses |
| 6,273,996 |
| 4,290,800 |
| 6,907,858 |
| 4,297,172 |
| (2,855,573 | ) | 18,914,253 |
| |||||
Loan Interest Expense |
| — |
| 59,534 |
| 26,930 |
| — |
| — |
| 86,464 |
| |||||
Total expenses |
| 6,273,996 |
| 4,350,334 |
| 6,934,788 |
| 4,297,172 |
| (2,855,573 | ) | 19,000,717 |
| |||||
Less: Expense subsidy |
| — |
| (100,022 | ) | (400,092 | ) | — |
| — |
| (500,114 | ) | |||||
Net expenses |
| 6,273,996 |
| 4,250,312 |
| 6,534,696 |
| 4,297,172 |
| (2,855,573 | ) | 18,500,603 |
| |||||
Net investment income (loss) |
| (266,090 | ) | 2,287,528 |
| (3,223,788 | ) | 3,173,042 |
| 2,855,573 |
| 4,826,265 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Realized And Unrealized Gain (Loss) On Investment And Foreign Currency Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net realized gain (loss) on: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investment transactions |
| 64,517,210 |
| 29,541,358 |
| 62,487,734 |
| 15,196,662 |
| — |
| 171,742,964 |
| |||||
Foreign currency transactions |
| (154,124 | ) | (392,546 | ) | (300,788 | ) | 31,384 |
| — |
| (816,074 | ) | |||||
Futures |
| — |
| — |
| — |
| 2,589,966 |
| — |
| 2,589,966 |
| |||||
|
| 64,363,086 |
| 29,148,812 |
| 62,186,946 |
| 17,818,012 |
|
|
| 173,516,856 |
| |||||
Net change in Unrealized Appreciation (Depreciation) on: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investments |
| 61,395,200 |
| 87,370,312 |
| 54,993,744 |
| 102,137,116 |
| — |
| 305,896,372 |
| |||||
Foreign currencies |
| 570,404 |
| (925,086 | ) | 292,108 |
| 923,898 |
| — |
| 861,324 |
| |||||
Futures |
| — |
| — |
| — |
| 525,902 |
| — |
| 525,902 |
| |||||
|
| 61,965,604 |
| 86,445,226 |
| 55,285,852 |
| 103,586,916 |
| — |
| 307,283,598 |
| |||||
Net gain on investment and foreign currency transactions |
| 126,328,690 |
| 115,594,038 |
| 117,472,798 |
| 121,404,928 |
| — |
| 480,800,454 |
| |||||
Net Increase In Net Assets Resulting From Operations |
| $ | 126,062,600 |
| $ | 117,881,566 |
| $ | 114,249,010 |
| $ | 124,577,970 |
| 2,855,573 |
| $ | 485,626,719 |
|
** — Amount is including the affiliated expense of $884,000, $406,000, $680,000 and $440,000.
(a) Reflects reduce in effective management fee rate.
(b) Reflects elimination of duplicate services or fees.
See Notes to Financial Statements.
F-11
Notes to Pro-Forma Financial Statements After all Reorganization
(unaudited)
1. Basis of Combination – The Pro-Forma Statement of Assets and Liabilities, including the Pro-Forma Schedule of Investments at April 30, 2006 and the related Pro-Forma Statement of Operations (“Pro-Forma Statements”) for the year ended April 30, 2006, reflect the accounts of Prudential World Fund - Dryden International Equity Fund (the “Acquiring Fund”), and Prudential World Fund - Jennison Global Growth Fund, Prudential World Fund - Strategic Partners International Value Fund and Strategic Partners Mutual Funds - Strategic Partners International Growth Fund, (collectively, the “Target Funds”).
The Pro-Forma Statements give effect to the proposed transfer of all assets and liabilities of the Target Funds in exchange for shares in Acquiring Fund. The Pro-Forma Statements should be read in conjunction with the historical financial statements of each Fund included in their respective Statement of Additional Information.
2. Shares of Beneficial Interest – The pro-forma net asset value per share assumes the issuance of additional Class A, B, B1, C, L, M, X and Z shares of Dryden International Equity Fund, which would have been issued on April 30, 2006 in connection with the proposed reorganization. Shareholders of Target Funds would become shareholders of Acquiring Fund, receiving shares of Acquiring Fund equal to the value of their holdings in each Target Fund. The amount of additional shares assumed to be issued has been calculated based on the April 30, 2006 net assets of Target Funds and Acquiring Fund, the net asset value per share of as follows:
Dryden International |
| Net Assets of Target |
| Per |
| |||
Additional Shares Issued |
| 04/30/2006 |
| 04/30/2006 |
| |||
Class A | 31,141,754 |
| $ | 509,399,818 |
| $ | 8.31 |
|
Class B | 2,044,306 |
| $ | 73,242,311 |
| $ | 8.03 |
|
Class B1 | 3,247,781 |
| $ | 50,336,961 |
| $ | 8.03 |
|
Class C | 5,762,260 |
| $ | 99,125,380 |
| $ | 8.03 |
|
Class L | 2,803,974 |
| $ | 44,878,543 |
| $ | 8.24 |
|
Class M | 7,466,071 |
| $ | 116,554,871 |
| $ | 8.03 |
|
Class X | 2,197,795 |
| $ | 34,383,924 |
| $ | 8.03 |
|
Class Z | 15,115,878 |
| $ | 422,052,604 |
| $ | 8.38 |
|
3. Pro-Forma Operations – The Pro-Forma Statement of Operations assumes similar rates of gross investment income for the investments of each Fund. Accordingly, the combined gross investment income is equal to the sum of each Fund’s gross investment income. Certain expenses have been adjusted to reflect the expected expenses of the combined entity. The pro-forma investment management fees and plan of distribution fees of the combined Fund are based on the fee schedule in effect for Dryden International Equity Fund at the combined level of average net assets for the twelve months ended April 30, 2006. The Pro-Forma Statement of Operations does not include the effect of any realized gains or losses, or transaction fees incurred in connection with the realignment of the portfolio.
4. Security Valuation – Securities listed on a securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and ask price or at the last bid price on such day in the absence of an asked price. Securities traded via NASDAQ are valued at the NASDAQ official closing price (NOCP) on the day of valuation, or if there was no NOCP, at the last sale price. Securities that are actively traded in the over-the-counter market, including listed securities for which the co-managers, in consultation with the subadvisor, believe the primary market to be over-the-counter are valued by an independent agent or principal market maker. Options on securities and indices traded on an exchange are valued at the mean between the most recently quoted bid and asked prices on such exchange. Futures contracts and options thereon traded on a commodities exchange of board of trade are valued at the last sale price at
F-12
the closing of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted bid and asked prices on such exchange or board of trade or at the last bid price in the absence of an asked price. Prices may be obtained from independent pricing services which use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Securities for which reliable market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Funds’ normal pricing time, are valued at fair value in accordance with the Board of Directors’ approved fair valuation procedures. When determining the fair valuation of securities some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analysis media or other reports or information deemed reliable by the investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values. Investments in mutual funds are valued at their net assets value as of the close of the New York Stock Exchange on the date of the valuation. Short-term securities that are held in the Funds, which mature in more than 60 days are valued at current market quotations, and those short-term securities, which mature in 60 days or less are valued at, amortized cost, which approximates market value.
5. Estimates – The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
6. Taxes - For Federal income tax purposes, the acquiring fund and each of the target funds is treated as a separate taxpaying entity. It is each Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net income and capital gains, if any, to shareholders. Therefore, no federal income tax provision is required. Jennison Global Growth Fund had a capital loss carry forward of $112,703,984 as of October 31, 2005. Strategic Partners International Value Fund has a capital loss carry forward of approximately $15,418,000. Strategic Partners International Growth Fund has a capital loss carry forward of $158,826,890. Dryden International Equity Fund had a capital loss carry forward of approximately $167,990,000 as of October 31, 2005. Capital loss carry forward will have an annual limitation on the amount of utilization under section 382 of the Internal Revenue Code of 1986, as amended.
F-13
PRO FORMA PORTFOLIO OF INVESTMENTS FOR THE GROWTH REORGANIZATION APRIL 30, 2006 (UNAUDITED)
SP International |
| Dryden International |
| Pro-forma |
| Pro-forma combined |
| Long-Term Investments |
| SP International |
| Dryden |
| Pro-forma |
| Pro-forma |
| |||
|
|
|
|
|
|
|
| Common Stock |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| Australia |
|
|
|
|
|
|
|
|
| |||
|
| 69,162 |
|
|
| 69,162 |
| Australia and New Zealand Banking Group, Ltd. |
|
|
| $ | 1,468,659 |
|
|
| $ | 1,468,659 |
| |
152,000 |
| 110,060 |
|
|
| 262,060 |
| BHP Billiton PLC |
| $ | 3,383,629 |
| 2,450,013 |
|
|
| 5,833,642 |
| ||
|
| 105,043 |
|
|
| 105,043 |
| BlueScope Steel, Ltd. |
|
|
| 612,914 |
|
|
| 612,914 |
| |||
|
| 43,681 |
|
|
| 43,681 |
| Centro Properties Trust |
|
|
| 215,714 |
|
|
| 215,714 |
| |||
|
| 7,535 |
|
|
| 7,535 |
| Cochlear, Ltd. |
|
|
| 302,266 |
|
|
| 302,266 |
| |||
|
| 43,392 |
|
|
| 43,392 |
| Coles Myer, Ltd. |
|
|
| 353,078 |
|
|
| 353,078 |
| |||
|
| 26,242 |
|
|
| 26,242 |
| Commonwealth Bank of Australia |
|
|
| 937,058 |
|
|
| 937,058 |
| |||
|
| 29,914 |
|
|
| 29,914 |
| Computershare, Ltd. |
|
|
| 179,090 |
|
|
| 179,090 |
| |||
|
| 7,801 |
|
|
| 7,801 |
| CSL, Ltd. |
|
|
| 341,978 |
|
|
| 341,978 |
| |||
|
| 180,640 |
|
|
| 180,640 |
| CSR, Ltd. |
|
|
| 555,828 |
|
|
| 555,828 |
| |||
|
| 51,981 |
|
|
| 51,981 |
| Foster’s Group, Ltd. |
|
|
| 232,217 |
|
|
| 232,217 |
| |||
|
| 170,558 |
|
|
| 170,558 |
| General Property Trust |
|
|
| 544,243 |
|
|
| 544,243 |
| |||
|
| 260,774 |
|
|
| 260,774 |
| Macquarie Airports |
|
|
| 649,845 |
|
|
| 649,845 |
| |||
48,949 |
|
|
|
|
| 48,949 |
| Macquarie Bank Ltd. |
| 2,655,300 |
|
|
|
|
| 2,655,300 |
| |||
|
| 126,392 |
|
|
| 126,392 |
| Macquarie Infrastructure Group |
|
|
| 342,815 |
|
|
| 342,815 |
| |||
|
| 121,723 |
|
|
| 121,723 |
| Mirvac Group |
|
|
| 391,187 |
|
|
| 391,187 |
| |||
|
| 20,049 |
|
|
| 20,049 |
| QBE Insurance Group, Ltd. |
|
|
| 340,898 |
|
|
| 340,898 |
| |||
|
| 187,525 |
|
|
| 187,525 |
| Qantas Airways, Ltd. |
|
|
| 492,954 |
|
|
| 492,954 |
| |||
|
| 28,953 |
|
|
| 28,953 |
| Rinker Group, Ltd. |
|
|
| 466,338 |
|
|
| 466,338 |
| |||
|
| 61,700 |
|
|
| 61,700 |
| Santos, Ltd. |
|
|
| 554,082 |
|
|
| 554,082 |
| |||
217,539 |
|
|
|
|
| 217,539 |
| Sigma Pharmaceuticals Ltd. |
| 446,243 |
|
|
|
|
| 446,243 |
| |||
|
| 188,917 |
|
|
| 188,917 |
| Stockland Trust |
|
|
| 987,486 |
|
|
| 987,486 |
| |||
|
| 4,701 |
|
|
| 4,701 |
| Suncorp-Metway, Ltd. |
|
|
| 72,646 |
|
|
| 72,646 |
| |||
|
| 4,687 |
|
|
| 4,687 |
| Wesfarmers, Ltd. |
|
|
| 128,907 |
|
|
| 128,907 |
| |||
|
| 35,769 |
|
|
| 35,769 |
| Westpac Banking Corp. |
|
|
| 682,106 |
|
|
| 682,106 |
| |||
|
| 6,432 |
|
|
| 6,432 |
| Woodside Petroleum, Ltd. |
|
|
| 228,699 |
|
|
| 228,699 |
| |||
|
| 102,049 |
|
|
| 102,049 |
| Woolworths, Ltd. |
|
|
| 1,446,745 |
|
|
| 1,446,745 |
| |||
|
|
|
|
|
|
|
| Austria |
|
|
|
|
|
|
| — |
| |||
|
| 4,096 |
|
|
| 4,096 |
| Boehler-Uddeholm AG (a) |
|
|
| 929,176 |
|
|
| 929,176 |
| |||
|
| 15,136 |
|
|
| 15,136 |
| OMV AG |
|
|
| 1,052,363 |
|
|
| 1,052,363 |
| |||
|
| 7,048 |
|
|
| 7,048 |
| Telekom Austria AG |
|
|
| 172,946 |
|
|
| 172,946 |
| |||
|
| 4,773 |
|
|
| 4,773 |
| Voestalpine AG |
|
|
| 696,885 |
|
|
| 696,885 |
| |||
24,956 |
|
|
|
|
| 24,956 |
| Erste Bank der Oesterreichischen Sparkassen AG |
| 1,514,412 |
|
|
|
|
| 1,514,412 |
| |||
15,200 |
|
|
|
|
| 15,200 |
| Raiffeisen International Bank-Holding AG (a) |
| 1,324,899 |
|
|
|
|
| 1,324,899 |
| |||
|
|
|
|
|
|
|
| Belgium |
|
|
|
|
|
|
| — |
| |||
|
| 50,311 |
|
|
| 50,311 |
| Dexia |
|
|
| 1,327,214 |
|
|
| 1,327,214 |
| |||
|
| 26,241 |
|
|
| 26,241 |
| Fortis |
|
|
| 983,574 |
|
|
| 983,574 |
| |||
|
| 2,575 |
|
|
| 2,575 |
| Inbev NV |
|
|
| 129,881 |
|
|
| 129,881 |
| |||
|
|
|
|
|
|
|
| Brazil |
|
|
|
|
|
|
| — |
| |||
72,400 |
|
|
|
|
| 72,400 |
| Companhia de Concessoes Rodviarias (CCR) |
| 633,457 |
|
|
|
|
| 633,457 |
| |||
22,000 |
|
|
|
|
| 22,000 |
| Gol-Linhas Aereas Inteligentes SA |
| 815,540 |
|
|
|
|
| 815,540 |
| |||
18,900 |
|
|
|
|
| 18,900 |
| Localiza Rent A Car SA |
| 394,844 |
|
|
|
|
| 394,844 |
| |||
57,400 |
|
|
|
|
| 57,400 |
| Natura Cosmeticos SA |
| 729,945 |
|
|
|
|
| 729,945 |
| |||
125,800 |
|
|
|
|
| 125,800 |
| Petroleo Brasileiro SA |
| 2,792,676 |
|
|
|
|
| 2,792,676 |
| |||
|
|
|
|
|
|
|
| Canada |
|
|
|
|
|
|
| — |
| |||
141,000 |
|
|
|
|
| 141,000 |
| Canadian National Railway Co. |
| 6,322,016 |
|
|
|
|
| 6,322,016 |
| |||
66,100 |
|
|
|
|
| 66,100 |
| Manulife Financial Corp. |
| 4,315,818 |
|
|
|
|
| 4,315,818 |
| |||
30,500 |
|
|
|
|
| 30,500 |
| Shoppers Drug Mart Corp. |
| 1,208,488 |
|
|
|
|
| 1,208,488 |
| |||
|
|
|
|
|
|
|
| China |
|
|
|
|
|
|
| — |
| |||
810,000 |
|
|
|
|
| 810,000 |
| Foxconn International Holding Ltd (a) |
| 1,744,676 |
|
|
|
|
| 1,744,676 |
| |||
|
|
|
|
|
|
|
| Columbia |
|
|
|
|
|
|
| — |
| |||
32,300 |
|
|
|
|
| 32,300 |
| Bancolombia SA, ADR |
| 1,117,580 |
|
|
|
|
| 1,117,580 |
| |||
|
|
|
|
|
|
|
| Denmark |
|
|
|
|
|
|
| — |
| |||
|
| 54 |
|
|
| 54 |
| A P Moller - Maersk A/S |
|
|
| 463,899 |
|
|
| 463,899 |
| |||
F-14
SP International |
| Dryden International |
| Pro-forma |
| Pro-forma combined |
| Long-Term Investments |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
| 4,085 |
|
|
| 4,085 |
| Danisco A/S |
|
|
| 346,787 |
|
|
| 346,787 |
|
|
| 22,132 |
|
|
| 22,132 |
| Danske Bank A/S |
|
|
| 880,474 |
|
|
| 880,474 |
|
|
| 751 |
|
|
| 751 |
| DSV A/S |
|
|
| 122,937 |
|
|
| 122,937 |
|
|
| 14,571 |
|
|
| 14,571 |
| Novo Nordisk SA |
|
|
| 946,209 |
|
|
| 946,209 |
|
|
|
|
|
|
|
|
| Finland |
|
|
|
|
|
|
| — |
|
|
| 10,124 |
|
|
| 10,124 |
| Kesko Oyj (Class “B” Shares) |
|
|
| 349,456 |
|
|
| 349,456 |
|
|
| 130,894 |
|
|
| 130,894 |
| Nokia Oyj |
|
|
| 2,980,718 |
|
|
| 2,980,718 |
|
|
| 49,664 |
|
|
| 49,664 |
| Rautaruukki Oyj |
|
|
| 1,741,849 |
|
|
| 1,741,849 |
|
|
| 50,028 |
|
|
| 50,028 |
| Sampo Oyj (Class “A” Shares) |
|
|
| 1,032,572 |
|
|
| 1,032,572 |
|
|
| 28,592 |
|
|
| 28,592 |
| YIT-Yhtyma Oyj |
|
|
| 806,567 |
|
|
| 806,567 |
|
|
|
|
|
|
|
|
| France |
|
|
|
|
|
|
| — |
|
|
| 54,048 |
|
|
| 54,048 |
| Air France-KLM |
|
|
| 1,258,056 |
|
|
| 1,258,056 |
|
|
| 74,551 |
|
|
| 74,551 |
| AXA SA |
|
|
| 2,736,032 |
|
|
| 2,736,032 |
|
46,120 |
| 35,300 |
|
|
| 81,420 |
| BNP Paribas SA |
| 4,344,182 |
| 3,335,650 |
|
|
| 7,679,832 |
|
|
| 17,237 |
|
|
| 17,237 |
| Bouygues SA |
|
|
| 940,528 |
|
|
| 940,528 |
|
|
| 5,342 |
|
|
| 5,342 |
| Business Objects SA(a) |
|
|
| 173,475 |
|
|
| 173,475 |
|
|
| 12,281 |
|
|
| 12,281 |
| Carrefour SA |
|
|
| 712,405 |
|
|
| 712,405 |
|
|
| 2,521 |
|
|
| 2,521 |
| Casino Guichard-Perrachon SA |
|
|
| 200,849 |
|
|
| 200,849 |
|
|
| 5,708 |
|
|
| 5,708 |
| CNP Assurances |
|
|
| 617,147 |
|
|
| 617,147 |
|
|
| 25,087 |
|
|
| 25,087 |
| Compagnie de Saint-Gobain |
|
|
| 1,881,588 |
|
|
| 1,881,588 |
|
|
| 12,144 |
|
|
| 12,144 |
| Compagnie Generale des Etablissements Michelin (Class “B” Shares) |
|
|
| 876,359 |
|
|
| 876,359 |
|
|
| 20,828 |
|
|
| 20,828 |
| Credit Agricole SA |
|
|
| 839,279 |
|
|
| 839,279 |
|
26,700 |
|
|
|
|
| 26,700 |
| Dassault Systenes SA |
| 1,448,451 |
|
|
|
|
| 1,448,451 |
|
28,100 |
|
|
|
|
| 28,100 |
| Essilor International SA |
| 2,818,366 |
|
|
|
|
| 2,818,366 |
|
11,800 |
|
|
|
|
| 11,800 |
| Eurazeo |
| 1,426,915 |
|
|
|
|
| 1,426,915 |
|
|
| 3,376 |
|
|
| 3,376 |
| Euronext NV |
|
|
| 301,763 |
|
|
| 301,763 |
|
|
| 50,638 |
|
|
| 50,638 |
| France Telecom SA |
|
|
| 1,182,516 |
|
|
| 1,182,516 |
|
360 |
|
|
|
|
| 360 |
| Hermes International |
| 92,380 |
|
|
|
|
| 92,380 |
|
8,000 |
|
|
|
|
| 8,000 |
| Iliad SA |
| 822,568 |
|
|
|
|
| 822,568 |
|
|
| 4,603 |
|
|
| 4,603 |
| Lafarge SA |
|
|
| 566,200 |
|
|
| 566,200 |
|
84,400 |
|
|
|
|
| 84,400 |
| L’Oreal SA |
| 7,826,251 |
|
|
|
|
| 7,826,251 |
|
39,600 |
|
|
|
|
| 39,600 |
| LVMH Moet Hennessy Louis Vuitton |
| 4,169,131 |
|
|
|
|
| 4,169,131 |
|
|
| 1,779 |
|
|
| 1,779 |
| Pernod-Ricard SA |
|
|
| 344,964 |
|
|
| 344,964 |
|
|
| 2,272 |
|
|
| 2,272 |
| Pinault-Printemps-Redoute SA |
|
|
| 294,663 |
|
|
| 294,663 |
|
|
| 9,168 |
|
|
| 9,168 |
| Publicis Groupe |
|
|
| 381,113 |
|
|
| 381,113 |
|
|
| 8,766 |
|
|
| 8,766 |
| Renault SA (a) |
|
|
| 1,017,451 |
|
|
| 1,017,451 |
|
|
| 13,852 |
|
|
| 13,852 |
| Safran SA |
|
|
| 355,632 |
|
|
| 355,632 |
|
|
| 37,677 |
|
|
| 37,677 |
| Sanofi-Aventis |
|
|
| 3,553,134 |
|
|
| 3,553,134 |
|
|
| 6,836 |
|
|
| 6,836 |
| Schneider Electric SA |
|
|
| 774,035 |
|
|
| 774,035 |
|
|
| 16,123 |
|
|
| 16,123 |
| Societe Generale |
|
|
| 2,463,281 |
|
|
| 2,463,281 |
|
|
| 6,839 |
|
|
| 6,839 |
| STMicroelectronics NV |
|
|
| 125,712 |
|
|
| 125,712 |
|
33,600 |
|
|
|
|
| 33,600 |
| Technip SA |
| 2,121,619 |
|
|
|
|
| 2,121,619 |
|
|
| 18,642 |
|
|
| 18,642 |
| Total SA |
|
|
| 5,155,337 |
|
|
| 5,155,337 |
|
28,400 |
| 1,191 |
|
|
| 29,591 |
| Vinci SA |
| 2,821,583 |
| 118,328 |
|
|
| 2,939,911 |
|
|
| 81,729 |
|
|
| 81,729 |
| Vivendi Universal SA |
|
|
| 2,983,999 |
|
|
| 2,983,999 |
|
|
|
|
|
|
|
|
| Germany |
|
|
|
|
|
|
| — |
|
|
| 2,205 |
|
|
| 2,205 |
| Adidas-Salomon AG |
|
|
| 466,181 |
|
|
| 466,181 |
|
|
| 11,814 |
|
|
| 11,814 |
| Allianz AG |
|
|
| 1,974,862 |
|
|
| 1,974,862 |
|
|
| 36,265 |
|
|
| 36,265 |
| BASF AG |
|
|
| 3,104,286 |
|
|
| 3,104,286 |
|
|
| 4,757 |
|
|
| 4,757 |
| Bayer AG |
|
|
| 219,053 |
|
|
| 219,053 |
|
2,500 |
|
|
|
|
| 2,500 |
| Bijou Brigitte AG |
| 717,539 |
|
|
|
|
| 717,539 |
|
23,300 |
|
|
|
|
| 23,300 |
| Celesio AG |
| 2,192,900 |
|
|
|
|
| 2,192,900 |
|
25,110 |
| 13,551 |
|
|
| 38,661 |
| Continental AG |
| 2,989,542 |
| 1,613,182 |
|
|
| 4,602,724 |
|
|
| 33,561 |
|
|
| 33,561 |
| DaimlerChrysler AG |
|
|
| 1,848,175 |
|
|
| 1,848,175 |
|
|
| 28,969 |
|
|
| 28,969 |
| Deutsche Bank AG |
|
|
| 3,542,914 |
|
|
| 3,542,914 |
|
|
| 9,771 |
|
|
| 9,771 |
| Deutsche Boerse AG |
|
|
| 1,413,309 |
|
|
| 1,413,309 |
|
|
| 26,512 |
|
|
| 26,512 |
| Deutsche Post AG |
|
|
| 707,085 |
|
|
| 707,085 |
|
|
| 52,158 |
|
|
| 52,158 |
| Deutsche Telekom AG |
|
|
| 944,929 |
|
|
| 944,929 |
|
38,200 |
| 5,420 |
|
|
| 43,620 |
| E.ON AG (a) |
| 4,652,107 |
| 664,303 |
|
|
| 5,316,410 |
|
|
| 11,460 |
|
|
| 11,460 |
| Man AG (a) |
|
|
| 868,637 |
|
|
| 868,637 |
|
|
| 14,744 |
|
|
| 14,744 |
| Muenchener Rueckversicherungs - Gesellschaft AG |
|
|
| 2,086,675 |
|
|
| 2,086,675 |
|
|
| 3,089 |
|
|
| 3,089 |
| Puma AG Rudolf Dassler Sport |
|
|
| 1,246,878 |
|
|
| 1,246,878 |
|
88,000 |
|
|
|
|
| 88,000 |
| Qiagen NV (a) |
| 1,311,163 |
|
|
|
|
| 1,311,163 |
|
|
| 1,235 |
|
|
| 1,235 |
| RWE AG |
|
|
| 107,056 |
|
|
| 107,056 |
|
37,400 |
| 5,413 |
|
|
| 42,813 |
| SAP AG |
| 8,172,285 |
| 1,184,162 |
|
|
| 9,356,447 |
|
66,200 |
| 4,806 |
|
|
| 71,006 |
| Siemens AG |
| 6,263,877 |
| 455,656 |
|
|
| 6,719,533 |
|
|
| 33,810 |
|
|
| 33,810 |
| ThyssenKrupp AG |
|
|
| 1,114,573 |
|
|
| 1,114,573 |
|
|
| 14,696 |
|
|
| 14,696 |
| TUI AG |
|
|
| 313,150 |
|
|
| 313,150 |
|
F-15
SP International |
| Dryden International |
| Pro-forma |
| Pro-forma combined |
| Long-Term Investments |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
| 2,726 |
|
|
| 2,726 |
| Volkswagen AG |
|
|
| 211,404 |
|
|
| 211,404 |
|
|
|
|
|
|
|
|
| Greece |
|
|
|
|
|
|
| — |
|
64,800 |
| 3,370 |
|
|
| 68,170 |
| Coca-Cola Hellenic Bottling Company SA |
| 2,123,920 |
| 110,457 |
|
|
| 2,234,377 |
|
|
| 1,302 |
|
|
| 1,302 |
| Cosmote Mobile Telecommunications SA |
|
|
| 31,932 |
|
|
| 31,932 |
|
38,140 |
|
|
|
|
| 38,140 |
| EFG Eurobank Ergasias SA |
| 1,519,556 |
|
|
|
|
| 1,519,556 |
|
|
| 2,740 |
|
|
| 2,740 |
| Hellenic Tellecommunication Organization SA |
|
|
| 61,324 |
|
|
| 61,324 |
|
|
| 32,164 |
|
|
| 32,164 |
| Intracom SA |
|
|
| 257,267 |
|
|
| 257,267 |
|
31,700 |
| 19,293 |
|
|
| 50,993 |
| National Bank of Greece SA (a) |
| 1,574,122 |
| 958,029 |
|
|
| 2,532,151 |
|
|
| 10,600 |
|
|
| 10,600 |
| OPAP SA |
|
|
| 391,830 |
|
|
| 391,830 |
|
|
| 2,255 |
|
|
| 2,255 |
| Titan Cement Co. |
|
|
| 114,707 |
|
|
| 114,707 |
|
|
|
|
|
|
|
|
| Hong Kong |
|
|
|
|
|
|
| — |
|
|
| 131,000 |
|
|
| 131,000 |
| Cheung Kong Holdings, Ltd. |
|
|
| 1,475,868 |
|
|
| 1,475,868 |
|
942,000 |
|
|
|
|
| 942,000 |
| China Life Insurance Co. Ltd.(a) |
| 1,269,640 |
|
|
|
|
| 1,269,640 |
|
|
| 28,000 |
|
|
| 28,000 |
| CLP Holdings, Ltd. |
|
|
| 163,234 |
|
|
| 163,234 |
|
175,200 |
|
|
|
|
| 175,200 |
| Esprit Holdings Ltd. |
| 1,398,744 |
|
|
|
|
| 1,398,744 |
|
|
| 42,000 |
|
|
| 42,000 |
| Henderson Land Development Co., Ltd. |
|
|
| 246,747 |
|
|
| 246,747 |
|
|
| 214,652 |
|
|
| 214,652 |
| Hong Kong Exchanges and Clearing, Ltd. |
|
|
| 1,543,452 |
|
|
| 1,543,452 |
|
|
| 78,000 |
|
|
| 78,000 |
| Hopewell Holdings, Ltd. |
|
|
| 227,361 |
|
|
| 227,361 |
|
|
| 49,500 |
|
|
| 49,500 |
| Kerry Properties, Ltd. |
|
|
| 175,251 |
|
|
| 175,251 |
|
925,000 |
|
|
|
|
| 925,000 |
| Li & Fung Ltd. |
| 2,195,194 |
|
|
|
|
| 2,195,194 |
|
|
| 78,000 |
|
|
| 78,000 |
| Sun Hung Kai Properties, Ltd. |
|
|
| 891,337 |
|
|
| 891,337 |
|
|
| 13,000 |
|
|
| 13,000 |
| Swire Pacific, Ltd. (Class “A” Shares) |
|
|
| 132,963 |
|
|
| 132,963 |
|
|
| 16,000 |
|
|
| 16,000 |
| Wharf Holdings |
|
|
| 64,179 |
|
|
| 64,179 |
|
|
|
|
|
|
|
|
| India |
|
|
|
|
|
|
| — |
|
32,600 |
|
|
|
|
| 32,600 |
| Bharat Heavy Electricals Ltd. |
| 1,701,735 |
|
|
|
|
| 1,701,735 |
|
116,800 |
|
|
|
|
| 116,800 |
| Bharti Televentures * |
| 1,055,362 |
|
|
|
|
| 1,055,362 |
|
89,200 |
|
|
|
|
| 89,200 |
| HDFC Bank Ltd. |
| 1,623,778 |
|
|
|
|
| 1,623,778 |
|
50,100 |
|
|
|
|
| 50,100 |
| Housing Development Finance Corp. Ltd. |
| 1,450,166 |
|
|
|
|
| 1,450,166 |
|
|
|
|
|
|
|
|
| Ireland |
|
|
|
|
|
|
| — |
|
|
| 47,743 |
|
|
| 47,743 |
| Allied Irish Banks PLC |
|
|
| 1,153,460 |
|
|
| 1,153,460 |
|
166,384 |
|
|
|
|
| 166,384 |
| Anglo Irish Bank Corp. PLC |
| 2,741,262 |
|
|
|
|
| 2,741,262 |
|
|
| 87,090 |
|
|
| 87,090 |
| Bank of Ireland |
|
|
| 1,632,718 |
|
|
| 1,632,718 |
|
|
| 11,853 |
|
|
| 11,853 |
| CRH PLC |
|
|
| 435,904 |
|
|
| 435,904 |
|
|
| 9,668 |
|
|
| 9,668 |
| Depfa Bank PLC |
|
|
| 182,104 |
|
|
| 182,104 |
|
|
| 3,409 |
|
|
| 3,409 |
| Irish Life & Permanent PLC |
|
|
| 86,963 |
|
|
| 86,963 |
|
35,500 |
|
|
|
|
| 35,500 |
| Ryanair Holdings PLC, ADR *(a) |
| 1,671,340 |
|
|
|
|
| 1,671,340 |
|
|
|
|
|
|
|
|
| Israel |
|
|
|
|
|
|
| — |
|
79,000 |
|
|
|
|
| 79,000 |
| Teva Pharmaceutical Industries Ltd., ADR |
| 3,199,500 |
|
|
|
|
| 3,199,500 |
|
|
|
|
|
|
|
|
| Italy |
|
|
|
|
|
|
| — |
|
|
| 2,336 |
|
|
| 2,336 |
| Assicurazioni Generali SpA |
|
|
| 87,559 |
|
|
| 87,559 |
|
|
| 172,748 |
|
|
| 172,748 |
| Banca Intesa SpA |
|
|
| 1,024,318 |
|
|
| 1,024,318 |
|
|
| 22,619 |
|
|
| 22,619 |
| Banca Popolare di Milano Scrl |
|
|
| 285,934 |
|
|
| 285,934 |
|
|
| 39,221 |
|
|
| 39,221 |
| Banche Popolari Unite Scrl |
|
|
| 991,609 |
|
|
| 991,609 |
|
|
| 24,426 |
|
|
| 24,426 |
| Banco Popolare di Verona E Novara Scrl |
|
|
| 687,505 |
|
|
| 687,505 |
|
|
| 23,791 |
|
|
| 23,791 |
| Benetton Group SpA |
|
|
| 362,280 |
|
|
| 362,280 |
|
|
| 71,454 |
|
|
| 71,454 |
| Capitalia SpA |
|
|
| 620,210 |
|
|
| 620,210 |
|
|
| 88,368 |
|
|
| 88,368 |
| Enel SpA |
|
|
| 763,677 |
|
|
| 763,677 |
|
|
| 107,727 |
|
|
| 107,727 |
| ENI SpA |
|
|
| 3,289,001 |
|
|
| 3,289,001 |
|
|
| 8,356 |
|
|
| 8,356 |
| Italcementi SpA |
|
|
| 219,800 |
|
|
| 219,800 |
|
163,800 |
|
|
|
|
| 163,800 |
| Luxottica Group SpA |
| 4,872,835 |
|
|
|
|
| 4,872,835 |
|
142,400 |
|
|
|
|
| 142,400 |
| Saipem SpA |
| 3,560,719 |
|
|
|
|
| 3,560,719 |
|
|
| 11,365 |
|
|
| 11,365 |
| Sanpaolo IMI SpA |
|
|
| 213,495 |
|
|
| 213,495 |
|
|
| 109,768 |
|
|
| 109,768 |
| Telecom Italia Mobile SpA |
|
|
| 274,614 |
|
|
| 274,614 |
|
|
| 167,827 |
|
|
| 167,827 |
| UniCredito Italiano SpA |
|
|
| 1,264,038 |
|
|
| 1,264,038 |
|
|
|
|
|
|
|
|
| Japan |
|
|
|
|
|
|
| — |
|
|
| 8,950 |
|
|
| 8,950 |
| Acom Co., Ltd. |
|
|
| 521,916 |
|
|
| 521,916 |
|
|
| 15,800 |
|
|
| 15,800 |
| Advantest Corp. |
|
|
| 1,820,542 |
|
|
| 1,820,542 |
|
40,700 |
|
|
|
|
| 40,700 |
| Aeon Credit Service Co. Ltd. |
| 1,125,939 |
|
|
|
|
| 1,125,939 |
|
29,200 |
|
|
|
|
| 29,200 |
| Aeon Mall Co. Ltd. |
| 1,461,731 |
|
|
|
|
| 1,461,731 |
|
|
| 16,900 |
|
|
| 16,900 |
| Aisin Seiki Co., Ltd. |
|
|
| 635,243 |
|
|
| 635,243 |
|
|
| 30,975 |
|
|
| 30,975 |
| Alps Electric Co., Ltd. |
|
|
| 543,793 |
|
|
| 543,793 |
|
|
| 25,000 |
|
|
| 25,000 |
| Amada Co., Ltd. |
|
|
| 273,570 |
|
|
| 273,570 |
|
|
| 4,100 |
|
|
| 4,100 |
| Aoyama Trading Co., Ltd. |
|
|
| 137,549 |
|
|
| 137,549 |
|
|
| 12,647 |
|
|
| 12,647 |
| Asahi Breweries, Ltd. |
|
|
| 180,933 |
|
|
| 180,933 |
|
|
| 139,000 |
|
|
| 139,000 |
| Asahi Kasei Corp. |
|
|
| 1,027,866 |
|
|
| 1,027,866 |
|
|
| 14,300 |
|
|
| 14,300 |
| Astellas Pharma, Inc. |
|
|
| 596,540 |
|
|
| 596,540 |
|
|
| 139,882 |
|
|
| 139,882 |
| Bank of Fukuoka, Ltd. (The) |
|
|
| 1,205,149 |
|
|
| 1,205,149 |
|
|
| 47,063 |
|
|
| 47,063 |
| Canon, Inc. |
|
|
| 3,600,042 |
|
|
| 3,600,042 |
|
F-16
SP International |
| Dryden International |
| Pro-forma |
| Pro-forma combined |
| Long-Term Investments |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
| 25,000 |
|
|
| 25,000 |
| Central Glass Co., Ltd. |
|
|
| 151,934 |
|
|
| 151,934 |
|
61,000 |
| 22,000 |
|
|
| 83,000 |
| Chiyoda Corp. |
| 1,371,449 |
| 494,621 |
|
|
| 1,866,070 |
|
|
| 33,600 |
|
|
| 33,600 |
| Chubu Electric Power Co., Inc. |
|
|
| 882,308 |
|
|
| 882,308 |
|
|
| 13,000 |
|
|
| 13,000 |
| Dai Nippon Printing Co., Ltd. |
|
|
| 232,907 |
|
|
| 232,907 |
|
|
| 46,000 |
|
|
| 46,000 |
| Dai Nippon Screen Manufacturing Co., Ltd. |
|
|
| 480,745 |
|
|
| 480,745 |
|
|
| 10,000 |
|
|
| 10,000 |
| Daido Steel Co., Ltd. |
|
|
| 91,775 |
|
|
| 91,775 |
|
|
| 6,100 |
|
|
| 6,100 |
| Daito Trust Construction Co., Ltd. |
|
|
| 317,148 |
|
|
| 317,148 |
|
|
| 26,000 |
|
|
| 26,000 |
| Daiwa Securities Group, Inc. |
|
|
| 360,550 |
|
|
| 360,550 |
|
|
| 116,286 |
|
|
| 116,286 |
| Denki Kagaku Kogyo K K |
|
|
| 533,099 |
|
|
| 533,099 |
|
130,800 |
| 19,900 |
|
|
| 150,700 |
| Denso Corp. |
| 5,134,818 |
| 781,215 |
|
|
| 5,916,033 |
|
|
| 77 |
|
|
| 77 |
| East Japan Railway Co. |
|
|
| 601,177 |
|
|
| 601,177 |
|
|
| 4,000 |
|
|
| 4,000 |
| Eisai Co., Ltd. |
|
|
| 183,024 |
|
|
| 183,024 |
|
|
| 28,454 |
|
|
| 28,454 |
| FamilyMart Co., Ltd. |
|
|
| 824,645 |
|
|
| 824,645 |
|
|
| 265 |
|
|
| 265 |
| Fuji Television Network, Inc. |
|
|
| 658,631 |
|
|
| 658,631 |
|
|
| 84,000 |
|
|
| 84,000 |
| Fujikura, Ltd. |
|
|
| 971,572 |
|
|
| 971,572 |
|
|
| 86,000 |
|
|
| 86,000 |
| Fujitsu, Ltd. |
|
|
| 716,761 |
|
|
| 716,761 |
|
|
| 6,000 |
|
|
| 6,000 |
| Hankyu Department Stores, Inc. |
|
|
| 54,802 |
|
|
| 54,802 |
|
|
| 9,200 |
|
|
| 9,200 |
| Hitachi Construction Machinery Co., Ltd. |
|
|
| 251,280 |
|
|
| 251,280 |
|
|
| 11,000 |
|
|
| 11,000 |
| Hitachi, Ltd. |
|
|
| 81,825 |
|
|
| 81,825 |
|
|
| 453 |
|
|
| 453 |
| Hokkaido Electric Power Co., Inc. |
|
|
| 10,085 |
|
|
| 10,085 |
|
|
| 43,587 |
|
|
| 43,587 |
| Honda Motor Co., Ltd. |
|
|
| 3,096,815 |
|
|
| 3,096,815 |
|
18,700 |
|
|
|
|
| 18,700 |
| Honeys Co., Ltd. |
| 1,018,223 |
|
|
|
|
| 1,018,223 |
|
72,000 |
| 25,400 |
|
|
| 97,400 |
| Hoya Corp. |
| 2,915,031 |
| 1,028,358 |
|
|
| 3,943,389 |
|
|
| 3,600 |
|
|
| 3,600 |
| Isetan Co., Ltd. |
|
|
| 73,824 |
|
|
| 73,824 |
|
|
| 67,000 |
|
|
| 67,000 |
| Itochu Corp. |
|
|
| 608,422 |
|
|
| 608,422 |
|
|
| 26,770 |
|
|
| 26,770 |
| JS Group Corp. |
|
|
| 595,986 |
|
|
| 595,986 |
|
56,000 |
|
|
|
|
| 56,000 |
| JSR Corp. |
| 1,726,255 |
|
|
|
|
| 1,726,255 |
|
|
| 12,900 |
|
|
| 12,900 |
| Kansai Electric Power Co., Inc. (The) |
|
|
| 301,923 |
|
|
| 301,923 |
|
|
| 19,000 |
|
|
| 19,000 |
| Kawasaki Kisen Kaisha, Ltd. |
|
|
| 119,475 |
|
|
| 119,475 |
|
|
| 41 |
|
|
| 41 |
| KDDI Corp. |
|
|
| 252,773 |
|
|
| 252,773 |
|
11,690 |
| 860 |
|
|
| 12,550 |
| Keyence Corp. |
| 3,067,643 |
| 225,678 |
|
|
| 3,293,321 |
|
409 |
|
|
|
|
| 409 |
| KK DaVinci Advisors (a) |
| 456,181 |
|
|
|
|
| 456,181 |
|
172,000 |
| 113,000 |
|
|
| 285,000 |
| Komatsu, Ltd. |
| 3,678,215 |
| 2,416,502 |
|
|
| 6,094,717 |
|
|
| 11,500 |
|
|
| 11,500 |
| Konica Minolta Holdings, Inc. |
|
|
| 151,495 |
|
|
| 151,495 |
|
|
| 21,000 |
|
|
| 21,000 |
| Kubota Corp. |
|
|
| 237,360 |
|
|
| 237,360 |
|
|
| 3,100 |
|
|
| 3,100 |
| Kyocera Corp. |
|
|
| 289,404 |
|
|
| 289,404 |
|
|
| 40,200 |
|
|
| 40,200 |
| Kyushu Electric Power Co., Inc. |
|
|
| 939,112 |
|
|
| 939,112 |
|
|
| 10,600 |
|
|
| 10,600 |
| Leopalace21 Corp. |
|
|
| 413,332 |
|
|
| 413,332 |
|
|
| 22,000 |
|
|
| 22,000 |
| Makita Corp. |
|
|
| 653,054 |
|
|
| 653,054 |
|
|
| 260,222 |
|
|
| 260,222 |
| Marubeni Corp. |
|
|
| 1,499,193 |
|
|
| 1,499,193 |
|
|
| 7,800 |
|
|
| 7,800 |
| Marui Co., Ltd. |
|
|
| 150,705 |
|
|
| 150,705 |
|
|
| 14,100 |
|
|
| 14,100 |
| Matsui Securities Co., Ltd. |
|
|
| 188,594 |
|
|
| 188,594 |
|
|
| 72,000 |
|
|
| 72,000 |
| Matsushita Electric Industrial Co., Ltd. |
|
|
| 1,738,901 |
|
|
| 1,738,901 |
|
40,200 |
|
|
|
|
| 40,200 |
| Misumi Corp. |
| 884,389 |
|
|
|
|
| 884,389 |
|
|
| 35,843 |
|
|
| 35,843 |
| Mitsubishi Chemical, Inc. |
|
|
| 226,645 |
|
|
| 226,645 |
|
|
| 59,500 |
|
|
| 59,500 |
| Mitsubishi Corp. |
|
|
| 1,439,621 |
|
|
| 1,439,621 |
|
|
| 12,000 |
|
|
| 12,000 |
| Mitsubishi Electric Corp. |
|
|
| 104,439 |
|
|
| 104,439 |
|
|
| 83,000 |
|
|
| 83,000 |
| Mitsubishi Gas Chemical Co., Inc. |
|
|
| 1,102,876 |
|
|
| 1,102,876 |
|
|
| 83,000 |
|
|
| 83,000 |
| Mitsubishi Heavy Industries, Ltd. |
|
|
| 411,118 |
|
|
| 411,118 |
|
|
| 74,000 |
|
|
| 74,000 |
| Mitsubishi Rayon Co., Ltd. |
|
|
| 681,737 |
|
|
| 681,737 |
|
438 |
| 140 |
|
|
| 578 |
| Mitsubishi UFJ Financial Group, Inc. |
| 6,885,522 |
| 2,200,852 |
|
|
| 9,086,374 |
|
|
| 87,000 |
|
|
| 87,000 |
| Mitsui & Co., Ltd. |
|
|
| 1,314,952 |
|
|
| 1,314,952 |
|
|
| 16,000 |
|
|
| 16,000 |
| Mitsui Mining & Smelting Co., Ltd. |
|
|
| 111,290 |
|
|
| 111,290 |
|
|
| 142,000 |
|
|
| 142,000 |
| Mitsui O.S.K. Lines, Ltd. |
|
|
| 1,016,379 |
|
|
| 1,016,379 |
|
|
| 471 |
|
|
| 471 |
| Mizuho Financial Group, Inc. |
|
|
| 4,016,521 |
|
|
| 4,016,521 |
|
16,000 |
|
|
|
|
| 16,000 |
| NEOMAX Co. Ltd. |
| 459,491 |
|
|
|
|
| 459,491 |
|
|
| 28,000 |
|
|
| 28,000 |
| NGK SPARK PUG Co., Ltd. |
|
|
| 614,763 |
|
|
| 614,763 |
|
|
| 23,000 |
|
|
| 23,000 |
| NHK Spring Co., Ltd. |
|
|
| 266,632 |
|
|
| 266,632 |
|
|
| 7,000 |
|
|
| 7,000 |
| Nikon Corp. |
|
|
| 137,707 |
|
|
| 137,707 |
|
|
| 232,000 |
|
|
| 232,000 |
| Nippon Oil Corp. |
|
|
| 1,835,788 |
|
|
| 1,835,788 |
|
|
| 20,000 |
|
|
| 20,000 |
| Nippon Shokubai Co., Ltd. |
|
|
| 245,554 |
|
|
| 245,554 |
|
|
| 534 |
|
|
| 534 |
| Nippon Telegraph and Telephone Corp. |
|
|
| 2,391,780 |
|
|
| 2,391,780 |
|
|
| 32 |
|
|
| 32 |
| Nippon Paper Group, Inc. |
|
|
| 136,864 |
|
|
| 136,864 |
|
|
| 97,000 |
|
|
| 97,000 |
| Nippon Yusen Kabushiki Kaisha |
|
|
| 594,616 |
|
|
| 594,616 |
|
|
| 116,670 |
|
|
| 116,670 |
| Nissan Motor Co., Ltd. |
|
|
| 1,533,878 |
|
|
| 1,533,878 |
|
|
| 30,200 |
|
|
| 30,200 |
| Nisshin Seifun Group, Inc. |
|
|
| 323,311 |
|
|
| 323,311 |
|
|
| 1,300 |
|
|
| 1,300 |
| Nitori Co., Ltd. |
|
|
| 70,329 |
|
|
| 70,329 |
|
28,100 |
|
|
|
|
| 28,100 |
| Nitto Denko Corp. |
| 2,356,782 |
|
|
|
|
| 2,356,782 |
|
F-17
SP International |
| Dryden International |
| Pro-forma |
| Pro-forma combined |
| Long-Term Investments |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
| 18,500 |
|
|
| 18,500 |
| Nomura Holdings, Inc. |
|
|
| 418,368 |
|
|
| 418,368 |
|
|
| 113,753 |
|
|
| 113,753 |
| NSK, Ltd. |
|
|
| 1,028,987 |
|
|
| 1,028,987 |
|
|
| 18,000 |
|
|
| 18,000 |
| NTN Corp. |
|
|
| 148,597 |
|
|
| 148,597 |
|
|
| 140 |
|
|
| 140 |
| NTT Data Corp. |
|
|
| 647,960 |
|
|
| 647,960 |
|
|
| 671 |
|
|
| 671 |
| NTT DoCoMo, Inc. |
|
|
| 1,001,800 |
|
|
| 1,001,800 |
|
|
| 34,000 |
|
|
| 34,000 |
| Obayashi Corp. |
|
|
| 260,080 |
|
|
| 260,080 |
|
|
| 30,000 |
|
|
| 30,000 |
| Oji Paper Co., Ltd. |
|
|
| 179,160 |
|
|
| 179,160 |
|
25,100 |
| 2,900 |
|
|
| 28,000 |
| ORIX Corp. |
| 7,538,928 |
| 871,031 |
|
|
| 8,409,959 |
|
|
| 234,993 |
|
|
| 234,993 |
| Osaka Gas Co., Ltd. |
|
|
| 879,173 |
|
|
| 879,173 |
|
11,900 |
|
|
|
|
| 11,900 |
| Point, Inc. |
| 842,348 |
|
|
|
|
| 842,348 |
|
|
| 5,750 |
|
|
| 5,750 |
| Promise Co., Ltd. |
|
|
| 354,499 |
|
|
| 354,499 |
|
|
| 28,000 |
|
|
| 28,000 |
| Ricoh Co., Ltd. |
|
|
| 555,746 |
|
|
| 555,746 | �� |
11,600 |
|
|
|
|
| 11,600 |
| Ryohin Keikaku Co. Ltd. |
| 1,041,163 |
|
|
|
|
| 1,041,163 |
|
|
| 3,000 |
|
|
| 3,000 |
| Sankyo Co., Ltd. |
|
|
| 212,884 |
|
|
| 212,884 |
|
|
| 31,000 |
|
|
| 31,000 |
| Sanwa Shutter Corp. |
|
|
| 212,084 |
|
|
| 212,084 |
|
|
| 35,100 |
|
|
| 35,100 |
| Sega Sammy Holdings, Inc. |
|
|
| 1,399,499 |
|
|
| 1,399,499 |
|
274,400 |
|
|
|
|
| 274,400 |
| Sharp Corp. |
| 4,817,333 |
|
|
|
|
| 4,817,333 |
|
5,100 |
|
|
|
|
| 5,100 |
| Shimamura Co. Ltd. |
| 628,850 |
|
|
|
|
| 628,850 |
|
|
| 3,300 |
|
|
| 3,300 |
| Shin-Etsu Chemical Co., Ltd. |
|
|
| 190,700 |
|
|
| 190,700 |
|
|
| 8,000 |
|
|
| 8,000 |
| Shiseido Co., Ltd. |
|
|
| 154,920 |
|
|
| 154,920 |
|
|
| 12,400 |
|
|
| 12,400 |
| Sony Corp. |
|
|
| 622,913 |
|
|
| 622,913 |
|
|
| 30,000 |
|
|
| 30,000 |
| Sumitomo Chemical Co., Ltd. |
|
|
| 262,943 |
|
|
| 262,943 |
|
|
| 90,000 |
|
|
| 90,000 |
| Sumitomo Corp. |
|
|
| 1,348,439 |
|
|
| 1,348,439 |
|
|
| 16,000 |
|
|
| 16,000 |
| Sumitomo Electric Industries, Ltd. |
|
|
| 254,055 |
|
|
| 254,055 |
|
|
| 32,000 |
|
|
| 32,000 |
| Sumitomo Heavy Industries, Ltd. |
|
|
| 337,241 |
|
|
| 337,241 |
|
|
| 494,000 |
|
|
| 494,000 |
| Sumitomo Metal Industries, Ltd. |
|
|
| 2,082,466 |
|
|
| 2,082,466 |
|
|
| 143 |
|
|
| 143 |
| Sumitomo Mitsui Financial Group, Inc. |
|
|
| 1,569,841 |
|
|
| 1,569,841 |
|
|
| 118,749 |
|
|
| 118,749 |
| Sumitomo Osaka Cement Co., Ltd. |
|
|
| 435,929 |
|
|
| 435,929 |
|
|
| 56,269 |
|
|
| 56,269 |
| Sumitomo Trust & Banking Co., Ltd. (The) |
|
|
| 598,938 |
|
|
| 598,938 |
|
|
| 11,000 |
|
|
| 11,000 |
| Sumitomo Realty & Development Co., Ltd. |
|
|
| 291,749 |
|
|
| 291,749 |
|
|
| 9,000 |
|
|
| 9,000 |
| Suzuken Co., Ltd. |
|
|
| 324,068 |
|
|
| 324,068 |
|
|
| 5,141 |
|
|
| 5,141 |
| Taiheiyo Cement Corp. |
|
|
| 25,013 |
|
|
| 25,013 |
|
|
| 39,000 |
|
|
| 39,000 |
| Taisei Corp. |
|
|
| 174,338 |
|
|
| 174,338 |
|
|
| 28,000 |
|
|
| 28,000 |
| Takeda Chemical Industries, Ltd. |
|
|
| 1,711,500 |
|
|
| 1,711,500 |
|
|
| 7,901 |
|
|
| 7,901 |
| Takefuji Corp. |
|
|
| 513,480 |
|
|
| 513,480 |
|
|
| 62,641 |
|
|
| 62,641 |
| Tanabe Seiyaku Co., Ltd. |
|
|
| 738,280 |
|
|
| 738,280 |
|
|
| 4,700 |
|
|
| 4,700 |
| TDK Corp. |
|
|
| 393,369 |
|
|
| 393,369 |
|
|
| 47,000 |
|
|
| 47,000 |
| Teijin, Ltd. |
|
|
| 322,373 |
|
|
| 322,373 |
|
|
| 8,000 |
|
|
| 8,000 |
| Tokuyama Corp. |
|
|
| 132,016 |
|
|
| 132,016 |
|
|
| 27,300 |
|
|
| 27,300 |
| Tokyo Electric Power Co., Inc. (The) |
|
|
| 701,291 |
|
|
| 701,291 |
|
|
| 15,400 |
|
|
| 15,400 |
| Tokyo Electron, Ltd. |
|
|
| 1,109,033 |
|
|
| 1,109,033 |
|
|
| 14,000 |
|
|
| 14,000 |
| Toray Industries, Inc. |
|
|
| 131,190 |
|
|
| 131,190 |
|
|
| 159,000 |
|
|
| 159,000 |
| Toshiba Corp. |
|
|
| 1,012,383 |
|
|
| 1,012,383 |
|
|
| 18,000 |
|
|
| 18,000 |
| Toyo Suisan Kaisha, Ltd. |
|
|
| 274,430 |
|
|
| 274,430 |
|
|
| 2,100 |
|
|
| 2,100 |
| Toyota Industries Corp. |
|
|
| 93,690 |
|
|
| 93,690 |
|
100,400 |
| 95,334 |
|
|
| 195,734 |
| Toyota Motor Corp. |
| 5,872,428 |
| 5,576,117 |
|
|
| 11,448,545 |
|
30,600 |
|
|
|
|
| 30,600 |
| United Arrows Ltd. |
| 784,719 |
|
|
|
|
| 784,719 |
|
|
| 20,980 |
|
|
| 20,980 |
| UNY Co., Ltd. |
|
|
| 374,955 |
|
|
| 374,955 |
|
|
| 25 |
|
|
| 25 |
| West Japan Railway Co. |
|
|
| 111,096 |
|
|
| 111,096 |
|
16,900 |
| 3,200 |
|
|
| 20,100 |
| Yamada Denki Co., Ltd. |
| 1,841,909 |
| 348,764 |
|
|
| 2,190,673 |
|
|
| 10,600 |
|
|
| 10,600 |
| Yamaha Corp. |
|
|
| 195,960 |
|
|
| 195,960 |
|
|
|
|
|
|
|
|
| Luxembourg |
|
|
|
|
|
|
| — |
|
|
| 4,557 |
|
|
| 4,557 |
| Arcelor |
|
|
| 187,422 |
|
|
| 187,422 |
|
|
|
|
|
|
|
|
| Malaysia |
|
|
|
|
|
|
| — |
|
608,700 |
|
|
|
|
| 608,700 |
| Bumiputra - Commerce Holdings BHD |
| 1,057,879 |
|
|
|
|
| 1,057,879 |
|
|
|
|
|
|
|
|
| Mexico |
|
|
|
|
|
|
| — |
|
980,300 |
|
|
|
|
| 980,300 |
| America Movil SA de CV ADR |
| 1,808,694 |
|
|
|
|
| 1,808,694 |
|
929,900 |
|
|
|
|
| 929,900 |
| Wal-Mart de Mexico SA de CV |
| 2,650,856 |
|
|
|
|
| 2,650,856 |
|
|
|
|
|
|
|
|
| Netherlands |
|
|
|
|
|
|
| — |
|
|
| 36,645 |
|
|
| 36,645 |
| ABN AMRO Holding NV |
|
|
| 1,095,226 |
|
|
| 1,095,226 |
|
|
| 125,421 |
|
|
| 125,421 |
| Aegon NV |
|
|
| 2,289,617 |
|
|
| 2,289,617 |
|
|
| 31,019 |
|
|
| 31,019 |
| Buhrmann NV |
|
|
| 601,486 |
|
|
| 601,486 |
|
|
| 5,336 |
|
|
| 5,336 |
| Corio NV |
|
|
| 337,606 |
|
|
| 337,606 |
|
F-18
SP International |
| Dryden International |
| Pro-forma |
| Pro-forma combined |
| Long-Term Investments |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
| 48,774 |
|
|
| 48,774 |
| European Aeronautic Defence and Space Co. |
|
|
| 1,924,771 |
|
|
| 1,924,771 |
|
|
| 6,711 |
|
|
| 6,711 |
| Heineken NV |
|
|
| 271,864 |
|
|
| 271,864 |
|
|
| 87,431 |
|
|
| 87,431 |
| ING Groep NV |
|
|
| 3,558,393 |
|
|
| 3,558,393 |
|
|
| 27,571 |
|
|
| 27,571 |
| James Hardie Industries NV |
|
|
| 197,950 |
|
|
| 197,950 |
|
|
| 16,961 |
|
|
| 16,961 |
| Koninklijke DSM NV |
|
|
| 773,756 |
|
|
| 773,756 |
|
|
| 5,646 |
|
|
| 5,646 |
| Randstad Holdings NV |
|
|
| 375,384 |
|
|
| 375,384 |
|
|
| 128,121 |
|
|
| 128,121 |
| Royal KPN NV |
|
|
| 1,504,853 |
|
|
| 1,504,853 |
|
30,600 |
|
|
|
|
| 30,600 |
| TomTom NV (a) |
| 1,381,293 |
|
|
|
|
| 1,381,293 |
|
|
| 26,318 |
|
|
| 26,318 |
| Unilever NV |
|
|
| 1,900,870 |
|
|
| 1,900,870 |
|
|
| 1,932 |
|
|
| 1,932 |
| Wereldhave NV |
|
|
| 201,575 |
|
|
| 201,575 |
|
|
| 26,066 |
|
|
| 26,066 |
| Wolters Kluwer NV |
|
|
| 679,076 |
|
|
| 679,076 |
|
|
|
|
|
|
|
|
| New Zealand |
|
|
|
|
|
|
| — |
|
|
| 60,000 |
|
|
| 60,000 |
| Air New Zealand, Ltd. |
|
|
| 49,048 |
|
|
| 49,048 |
|
|
| 70,573 |
|
|
| 70,573 |
| Fletcher Building, Ltd. |
|
|
| 410,152 |
|
|
| 410,152 |
|
|
| 5,000 |
|
|
| 5,000 |
| Sky City Entertainment Group, Ltd. |
|
|
| 17,339 |
|
|
| 17,339 |
|
|
| 20,000 |
|
|
| 20,000 |
| Tower, Ltd.(a) |
|
|
| 34,615 |
|
|
| 34,615 |
|
|
|
|
|
|
|
|
| Norway |
|
|
|
|
|
|
| — |
|
|
| 109,809 |
|
|
| 109,809 |
| DBN NOR ASA |
|
|
| 1,522,849 |
|
|
| 1,522,849 |
|
|
| 9,815 |
|
|
| 9,815 |
| Norsk Hydro ASA(a) |
|
|
| 1,510,808 |
|
|
| 1,510,808 |
|
|
| 2,851 |
|
|
| 2,851 |
| Orkla ASA |
|
|
| 150,060 |
|
|
| 150,060 |
|
203,750 |
|
|
|
|
| 203,750 |
| Statoil ASA (a) |
| 6,708,825 |
|
|
|
|
| 6,708,825 |
|
|
| 12,300 |
|
|
| 12,300 |
| Yara International ASA |
|
|
| 198,011 |
|
|
| 198,011 |
|
|
|
|
|
|
|
|
| Portugal |
|
|
|
|
|
|
| — |
|
|
| 138,991 |
|
|
| 138,991 |
| Banco Comercial Portugues SA |
|
|
| 424,352 |
|
|
| 424,352 |
|
|
| 264,250 |
|
|
| 264,250 |
| Energias de Portugal SA |
|
|
| 1,040,144 |
|
|
| 1,040,144 |
|
|
| 10,757 |
|
|
| 10,757 |
| Jeronimo Martins SGPS SA |
|
|
| 194,067 |
|
|
| 194,067 |
|
|
|
|
|
|
|
|
| Singapore |
|
|
|
|
|
|
| — |
|
941,000 |
|
|
|
|
| 941,000 |
| CapitaLand Ltd. |
| 2,916,630 |
|
|
|
|
| 2,916,630 |
|
|
| 150,000 |
|
|
| 150,000 |
| Cosco Corp. Singapore, Ltd. |
|
|
| 135,682 |
|
|
| 135,682 |
|
|
| 16,000 |
|
|
| 16,000 |
| Fraser & Neave, Ltd. |
|
|
| 223,670 |
|
|
| 223,670 |
|
|
| 1,000 |
|
|
| 1,000 |
| Haw Par Corp., Ltd. |
|
|
| 3,922 |
|
|
| 3,922 |
|
|
| 35,000 |
|
|
| 35,000 |
| Jardine Cycle & Carriage, Ltd. |
|
|
| 247,960 |
|
|
| 247,960 |
|
|
| 48,000 |
|
|
| 48,000 |
| Keppel Corp., Ltd. |
|
|
| 464,546 |
|
|
| 464,546 |
|
|
| 63,000 |
|
|
| 63,000 |
| Keppel Land, Ltd. |
|
|
| 188,892 |
|
|
| 188,892 |
|
|
| 12,600 |
|
|
| 12,600 |
| K-REIT Asia(a) |
|
|
| 11,876 |
|
|
| 11,876 |
|
|
| 209,059 |
|
|
| 209,059 |
| Neptune Orient Lines, Ltd. |
|
|
| 301,508 |
|
|
| 301,508 |
|
|
| 92,000 |
|
|
| 92,000 |
| Singapore Airlines, Ltd. |
|
|
| 826,365 |
|
|
| 826,365 |
|
|
| 30,000 |
|
|
| 30,000 |
| Singapore Petroleum Co., Ltd. |
|
|
| 109,115 |
|
|
| 109,115 |
|
|
| 200,000 |
|
|
| 200,000 |
| Singapore Post, Ltd. |
|
|
| 142,957 |
|
|
| 142,957 |
|
|
| 3 |
|
|
| 3 |
| Singapore Telecommunications, Ltd. |
|
|
| 5 |
|
|
| 5 |
|
|
| 33,000 |
|
|
| 33,000 |
| United Overseas Bank, Ltd. |
|
|
| 340,249 |
|
|
| 340,249 |
|
|
| 30,000 |
|
|
| 30,000 |
| United Overseas Land, Ltd. |
|
|
| 58,068 |
|
|
| 58,068 |
|
|
|
|
|
|
|
|
| South Africa |
|
|
|
|
|
|
| — |
|
130,500 |
|
|
|
|
| 130,500 |
| MTN Group Ltd. |
| 1,302,287 |
|
|
|
|
| 1,302,287 |
|
65,900 |
|
|
|
|
| 65,900 |
| Naspers Ltd. |
| 1,446,786 |
|
|
|
|
| 1,446,786 |
|
59,800 |
|
|
|
|
| 59,800 |
| Sasol Ltd. (a) |
| 2,516,324 |
|
|
|
|
| 2,516,324 |
|
|
|
|
|
|
|
|
| South Korea |
|
|
|
|
|
|
| — |
|
17,410 |
|
|
|
|
| 17,410 |
| Kookmin Bank(a) |
| 1,559,738 |
|
|
|
|
| 1,559,738 |
|
2,970 |
|
|
|
|
| 2,970 |
| Samsung Electronics Co. Ltd. |
| 2,027,863 |
|
|
|
|
| 2,027,863 |
|
2,300 |
|
|
|
|
| 2,300 |
| Shinsegae Co. Ltd. |
| 1,124,152 |
|
|
|
|
| 1,124,152 |
|
|
|
|
|
|
|
|
| Spain |
|
|
|
|
|
|
| — |
|
|
| 6,390 |
|
|
| 6,390 |
| Acerinox SA |
|
|
| 107,462 |
|
|
| 107,462 |
|
|
| 8,631 |
|
|
| 8,631 |
| Antena 3 de Television SA |
|
|
| 227,361 |
|
|
| 227,361 |
|
|
| 82,580 |
|
|
| 82,580 |
| Banco Bilbao Vizcaya Argentaria SA |
|
|
| 1,824,253 |
|
|
| 1,824,253 |
|
|
| 213,349 |
|
|
| 213,349 |
| Banco Santander Central Hispano SA |
|
|
| 3,308,008 |
|
|
| 3,308,008 |
|
|
| 77,226 |
|
|
| 77,226 |
| Endesa SA |
|
|
| 2,564,327 |
|
|
| 2,564,327 |
|
|
| 1,420 |
|
|
| 1,420 |
| Fomento de Construcciones y Contratas SA |
|
|
| 115,192 |
|
|
| 115,192 |
|
17,800 |
|
|
|
|
| 17,800 |
| Grupo Ferrovial SA |
| 1,460,802 |
|
|
|
|
| 1,460,802 |
|
|
| 44,616 |
|
|
| 44,616 |
| Iberdrola SA |
|
|
| 1,453,352 |
|
|
| 1,453,352 |
|
104,000 |
| 9,304 |
|
|
| 113,304 |
| Industria de Diseno Tectil SA (Inditex) |
| 4,231,429 |
| 378,550 |
|
|
| 4,609,979 |
|
|
| 70,354 |
|
|
| 70,354 |
| Repsol YPF SA |
|
|
| 2,101,815 |
|
|
| 2,101,815 |
|
|
| 88,688 |
|
|
| 88,688 |
| Telefonica SA |
|
|
| 1,420,995 |
|
|
| 1,420,995 |
|
|
| 18,430 |
|
|
| 18,430 |
| Union Fenosa SA |
|
|
| 712,656 |
|
|
| 712,656 |
|
|
|
|
|
|
|
|
| Sweden |
|
|
|
|
|
|
| — |
|
|
| 6,152 |
|
|
| 6,152 |
| Billerud AB |
|
|
| 106,168 |
|
|
| 106,168 |
|
31,100 |
|
|
|
|
| 31,100 |
| Capio AB (a) |
| 612,779 |
|
|
|
|
| 612,779 |
|
F-19
SP International |
| Dryden International |
| Pro-forma |
| Pro-forma combined |
| Long-Term Investments |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
|
|
| 15,728 |
|
|
| 15,728 |
| Eniro AB |
|
|
| 172,580 |
|
|
| 172,580 |
|
777,800 |
|
|
|
|
| 777,800 |
| Ericsson, (L.M.) Telefonaktiebolaget (Class B Stock) (a) |
| 2,769,137 |
|
|
|
|
| 2,769,137 |
|
17,000 |
|
|
|
|
| 17,000 |
| Modern Times Group AB (Class B Stock) |
| 933,266 |
|
|
|
|
| 933,266 |
|
|
| 1,500 |
|
|
| 1,500 |
| Sandvik AB |
|
|
| 97,634 |
|
|
| 97,634 |
|
|
| 37,987 |
|
|
| 37,987 |
| Skandinaviska Enskilda Banken AB (Class “A” Shares) |
|
|
| 957,534 |
|
|
| 957,534 |
|
|
| 5,004 |
|
|
| 5,004 |
| SSAB Svenskt Stal AB (Class “A” Shares) |
|
|
| 295,109 |
|
|
| 295,109 |
|
|
| 3,800 |
|
|
| 3,800 |
| Svenska Cellulosa AB (Class “B” Shares) |
|
|
| 172,209 |
|
|
| 172,209 |
|
|
| 9,800 |
|
|
| 9,800 |
| Svenska Handelbanken AB (Class “A” Shares) |
|
|
| 281,651 |
|
|
| 281,651 |
|
|
| 60,900 |
|
|
| 60,900 |
| Swedish Match AB |
|
|
| 914,439 |
|
|
| 914,439 |
|
|
| 218,797 |
|
|
| 218,797 |
| Telefonaktiebolaget LM Ericsson (Class “B” Shares) |
|
|
| 778,965 |
|
|
| 778,965 |
|
|
| 57,175 |
|
|
| 57,175 |
| TeliaSonera AB |
|
|
| 355,057 |
|
|
| 355,057 |
|
|
| 40,320 |
|
|
| 40,320 |
| Volvo AB (Class “B” Shares) |
|
|
| 2,027,205 |
|
|
| 2,027,205 |
|
|
|
|
|
|
|
|
| Switzerland |
|
|
|
|
|
|
| — |
|
|
| 1,383 |
|
|
| 1,383 |
| Ciba Specialty Chemicals |
|
|
| 84,862 |
|
|
| 84,862 |
|
|
| 43,617 |
|
|
| 43,617 |
| Credit Suisse Group |
|
|
| 2,739,691 |
|
|
| 2,739,691 |
|
33,100 |
|
|
|
|
| 33,100 |
| EFG International (a) |
| 987,502 |
|
|
|
|
| 987,502 |
|
|
| 1,175 |
|
|
| 1,175 |
| Givaudan AG |
|
|
| 986,272 |
|
|
| 986,272 |
|
|
| 3,548 |
|
|
| 3,548 |
| Holcim, Ltd. |
|
|
| 297,526 |
|
|
| 297,526 |
|
2,600 |
|
|
|
|
| 2,600 |
| Kuehne & Nagel International AG (a) |
| 942,872 |
|
|
|
|
| 942,872 |
|
|
| 11,092 |
|
|
| 11,092 |
| Nestle SA |
|
|
| 3,382,962 |
|
|
| 3,382,962 |
|
5,500 |
|
|
|
|
| 5,500 |
| Nobel Biocare Holding AG (a) |
| 1,359,257 |
|
|
|
|
| 1,359,257 |
|
|
| 37,728 |
|
|
| 37,728 |
| Novartis AG |
|
|
| 2,164,447 |
|
|
| 2,164,447 |
|
16,600 |
| 1,936 |
|
|
| 18,536 |
| Phonak Holding AG |
| 1,030,640 |
| 120,200 |
|
|
| 1,150,840 |
|
|
| 1,651 |
|
|
| 1,651 |
| Rieter Holding AG |
|
|
| 724,193 |
|
|
| 724,193 |
|
56,400 |
| 16,845 |
|
|
| 73,245 |
| Roche Holdings AG |
| 8,672,376 |
| 2,590,180 |
|
|
| 11,262,556 |
|
2,050 |
|
|
|
|
| 2,050 |
| SGS SA (a) |
| 2,028,181 |
|
|
|
|
| 2,028,181 |
|
|
| 1,257 |
|
|
| 1,257 |
| Sulzer AG |
|
|
| 1,060,169 |
|
|
| 1,060,169 |
|
|
| 3,440 |
|
|
| 3,440 |
| Swatch Group AG |
|
|
| 126,205 |
|
|
| 126,205 |
|
|
| 8,095 |
|
|
| 8,095 |
| Swiss Re |
|
|
| 590,709 |
|
|
| 590,709 |
|
|
| 2,816 |
|
|
| 2,816 |
| Swisscom AG |
|
|
| 939,461 |
|
|
| 939,461 |
|
24,200 |
|
|
|
|
| 24,200 |
| Synthes, Inc. |
| 3,004,999 |
|
|
|
|
| 3,004,999 |
|
63,560 |
| 36,465 |
|
|
| 100,025 |
| UBS AG |
| 7,533,720 |
| 4,322,171 |
|
|
| 11,855,891 |
|
|
| 7,420 |
|
|
| 7,420 |
| Zurich Financial Services AG (a) |
|
|
| 1,805,342 |
|
|
| 1,805,342 |
|
|
|
|
|
|
|
|
| Taiwan |
|
|
|
|
|
|
| — |
|
68,000 |
|
|
|
|
| 68,000 |
| High Tech Computer Corp. |
| 2,173,886 |
|
|
|
|
| 2,173,886 |
|
27,600 |
|
|
|
|
| 27,600 |
| Himax Technologies, Inc., ADR |
| 245,640 |
|
|
|
|
| 245,640 |
|
325,165 |
|
|
|
|
| 325,165 |
| HON HAI Precision Industry Co. Ltd. |
| 2,206,424 |
|
|
|
|
| 2,206,424 |
|
|
|
|
|
|
|
|
| United Kingdom |
|
|
|
|
|
|
| — |
|
|
| 37,478 |
|
|
| 37,478 |
| ABB, Ltd.(a) |
|
|
| 534,882 |
|
|
| 534,882 |
|
|
| 33,808 |
|
|
| 33,808 |
| Anglo American PLC |
|
|
| 1,439,543 |
|
|
| 1,439,543 |
|
|
| 39,084 |
|
|
| 39,084 |
| Arriva PLC |
|
|
| 413,020 |
|
|
| 413,020 |
|
|
| 78,967 |
|
|
| 78,967 |
| AstraZeneca PLC |
|
|
| 4,363,215 |
|
|
| 4,363,215 |
|
|
| 141,716 |
|
|
| 141,716 |
| Aviva PLC |
|
|
| 2,069,997 |
|
|
| 2,069,997 |
|
|
| 104,083 |
|
|
| 104,083 |
| BAE Systems PLC |
|
|
| 792,419 |
|
|
| 792,419 |
|
|
| 263,907 |
|
|
| 263,907 |
| Barclays PLC |
|
|
| 3,296,552 |
|
|
| 3,296,552 |
|
|
| 37,198 |
|
|
| 37,198 |
| Barratt Developments PLC |
|
|
| 672,899 |
|
|
| 672,899 |
|
|
| 7,592 |
|
|
| 7,592 |
| Bellway PLC |
|
|
| 166,133 |
|
|
| 166,133 |
|
|
| 14,347 |
|
|
| 14,347 |
| Berkeley Group Holdings PLC |
|
|
| 301,131 |
|
|
| 301,131 |
|
604,970 |
|
|
|
|
| 604,970 |
| BG Group PLC |
| 8,130,546 |
|
|
|
|
| 8,130,546 |
|
|
| 121,351 |
|
|
| 121,351 |
| BHP Billiton PLC |
|
|
| 2,498,364 |
|
|
| 2,498,364 |
|
|
| 10,291 |
|
|
| 10,291 |
| Boots Group PLC |
|
|
| 131,551 |
|
|
| 131,551 |
|
|
| 298,387 |
|
|
| 298,387 |
| BP PLC |
|
|
| 3,681,002 |
|
|
| 3,681,002 |
|
|
| 37,984 |
|
|
| 37,984 |
| BP PLC ADR |
|
|
| 2,800,180 |
|
|
| 2,800,180 |
|
|
| 111,088 |
|
|
| 111,088 |
| British Airways PLC(a) |
|
|
| 681,158 |
|
|
| 681,158 |
|
|
| 29,925 |
|
|
| 29,925 |
| British American Tobacco PLC |
|
|
| 765,069 |
|
|
| 765,069 |
|
|
| 65,902 |
|
|
| 65,902 |
| British Sky Broadcasting PLC |
|
|
| 631,524 |
|
|
| 631,524 |
|
|
| 545,916 |
|
|
| 545,916 |
| BT Group PLC |
|
|
| 2,182,649 |
|
|
| 2,182,649 |
|
|
| 49,331 |
|
|
| 49,331 |
| Cadbury Schweppes PLC |
|
|
| 489,370 |
|
|
| 489,370 |
|
42,500 |
|
|
|
|
| 42,500 |
| Cairn Energy PLC (a) |
| 1,802,673 |
|
|
|
|
| 1,802,673 |
|
|
| 3,270 |
|
|
| 3,270 |
| Carnival PLC |
|
|
| 162,075 |
|
|
| 162,075 |
|
212,000 |
|
|
|
|
| 212,000 |
| Carphone Warehouse Group |
| 1,297,987 |
|
|
|
|
| 1,297,987 |
|
|
| 38,819 |
|
|
| 38,819 |
| COLT Telecom Group PLC(a) |
|
|
| 50,260 |
|
|
| 50,260 |
|
|
| 35,314 |
|
|
| 35,314 |
| Diageo PLC |
|
|
| 582,792 |
|
|
| 582,792 |
|
|
| 98,858 |
|
|
| 98,858 |
| DSG International PLC |
|
|
| 331,251 |
|
|
| 331,251 |
|
|
| 14,686 |
|
|
| 14,686 |
| Enterprise Inns PLC |
|
|
| 249,864 |
|
|
| 249,864 |
|
|
| 51,390 |
|
|
| 51,390 |
| Firstgroup PLC |
|
|
| 389,844 |
|
|
| 389,844 |
|
|
| 47,078 |
|
|
| 47,078 |
| Friends Provident PLC |
|
|
| 168,908 |
|
|
| 168,908 |
|
|
| 35,805 |
|
|
| 35,805 |
| George Wimpey PLC |
|
|
| 341,805 |
|
|
| 341,805 |
|
F-20
SP International |
| Dryden International |
| Pro-forma |
| Pro-forma combined |
| Long-Term Investments |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| |
|
| 189,905 |
|
|
| 189,905 |
| GlaxoSmithKline PLC |
|
|
| 5,388,457 |
|
|
| 5,388,457 |
| |
|
| 15,527 |
|
|
| 15,527 |
| Hanson PLC |
|
|
| 207,402 |
|
|
| 207,402 |
| |
362,700 |
| 120,832 |
|
|
| 483,532 |
| HBOS PLC |
| 6,366,001 |
| 2,120,807 |
|
|
| 8,486,808 |
| |
|
| 25,951 |
|
|
| 25,951 |
| Henderson Group PLC |
|
|
| 40,221 |
|
|
| 40,221 |
| |
|
| 338,897 |
|
|
| 338,897 |
| HSBC Holdings PLC |
|
|
| 5,855,518 |
|
|
| 5,855,518 |
| |
|
| 104,386 |
|
|
| 104,386 |
| Imperial Chemical Industries PLC |
|
|
| 680,513 |
|
|
| 680,513 |
| |
|
| 43,079 |
|
|
| 43,079 |
| Imperial Tobacco Group PLC |
|
|
| 1,338,609 |
|
|
| 1,338,609 |
| |
|
| 5,160 |
|
|
| 5,160 |
| Inchcape PLC |
|
|
| 256,880 |
|
|
| 256,880 |
| |
|
| 68,408 |
|
|
| 68,408 |
| Kelda Group PLC |
|
|
| 958,046 |
|
|
| 958,046 |
| |
|
| 65,150 |
|
|
| 65,150 |
| Kingfisher PLC |
|
|
| 267,607 |
|
|
| 267,607 |
| |
|
| 323,587 |
|
|
| 323,587 |
| Legal & General Group PLC |
|
|
| 817,258 |
|
|
| 817,258 |
| |
|
| 232,974 |
|
|
| 232,974 |
| Lloyds TSB Group PLC |
|
|
| 2,266,524 |
|
|
| 2,266,524 |
| |
|
| 162,637 |
|
|
| 162,637 |
| National Grid PLC |
|
|
| 1,706,802 |
|
|
| 1,706,802 |
| |
165,000 |
|
|
|
|
| 165,000 |
| Northern Rock PLC |
| 3,189,394 |
|
|
|
|
| 3,189,394 |
| |
|
| 39,576 |
|
|
| 39,576 |
| Persimmon PLC |
|
|
| 945,413 |
|
|
| 945,413 |
| |
|
| 166,103 |
|
|
| 166,103 |
| Pilkington PLC |
|
|
| 492,966 |
|
|
| 492,966 |
| |
95,610 |
| 16,817 |
|
|
| 112,427 |
| Reckitt Benckiser PLC |
| 3,485,255 |
| 613,027 |
|
|
| 4,098,282 |
| |
|
| 49,150 |
|
|
| 49,150 |
| Resolution PLC |
|
|
| 561,069 |
|
|
| 561,069 |
| |
|
| 19,594 |
|
|
| 19,594 |
| Rio Tinto PLC |
|
|
| 1,077,638 |
|
|
| 1,077,638 |
| |
665,800 |
|
|
|
|
| 665,800 |
| Rolls-Royce Group PLC (a) |
| 5,785,289 |
|
|
|
|
| 5,785,289 |
| |
|
| 75,796 |
|
|
| 75,796 |
| Royal & Sun Alliance Insurance Group PLC |
|
|
| 190,741 |
|
|
| 190,741 |
| |
|
| 76,201 |
|
|
| 76,201 |
| Royal Bank of Scotland Group PLC (The) |
|
|
| 2,488,712 |
|
|
| 2,488,712 |
| |
|
| 92,736 |
|
|
| 92,736 |
| Royal Dutch Shell PLC |
|
|
| 3,172,485 |
|
|
| 3,172,485 |
| |
|
| 101,923 |
|
|
| 101,923 |
| Royal Dutch Shell PLC (Class “B” Shares) |
|
|
| 3,644,754 |
|
|
| 3,644,754 |
| |
|
| 106,560 |
|
|
| 106,560 |
| SABMiller PLC |
|
|
| 2,248,257 |
|
|
| 2,248,257 |
| |
|
| 22,331 |
|
|
| 22,331 |
| Scottish & Newcastle PLC |
|
|
| 206,459 |
|
|
| 206,459 |
| |
|
| 12,850 |
|
|
| 12,850 |
| Scottish Power PLC |
|
|
| 131,340 |
|
|
| 131,340 |
| |
|
| 15,056 |
|
|
| 15,056 |
| Severn Trent PLC |
|
|
| 317,659 |
|
|
| 317,659 |
| |
|
| 17,520 |
|
|
| 17,520 |
| Smiths Group PLC |
|
|
| 325,716 |
|
|
| 325,716 |
| |
|
| 96,370 |
|
|
| 96,370 |
| Stagecoach Group PLC |
|
|
| 190,673 |
|
|
| 190,673 |
| |
125,000 |
|
|
|
|
| 125,000 |
| Standard Chartered PLC |
| 3,318,866 |
|
|
|
|
| 3,318,866 |
| |
|
| 82,889 |
|
|
| 82,889 |
| Tate & Lyle PLC |
|
|
| 838,896 |
|
|
| 838,896 |
| |
|
| 63,191 |
|
|
| 63,191 |
| Taylor Woodrow PLC |
|
|
| 441,339 |
|
|
| 441,339 |
| |
226,870 |
| 280,808 |
|
|
| 507,678 |
| Tesco PLC |
| 1,321,802 |
| 1,636,058 |
|
|
| 2,957,860 |
| |
|
| 10,506 |
|
|
| 10,506 |
| Tomkins PLC |
|
|
| 64,899 |
|
|
| 64,899 |
| |
|
| 4,775 |
|
|
| 4,775 |
| Trinity Mirror PLC |
|
|
| 47,804 |
|
|
| 47,804 |
| |
|
| 36,536 |
|
|
| 36,536 |
| Unilever PLC |
|
|
| 388,093 |
|
|
| 388,093 |
| |
|
| 30,238 |
|
|
| 30,238 |
| United Utilities PLC |
|
|
| 369,993 |
|
|
| 369,993 |
| |
|
| 1,863,479 |
|
|
| 1,863,479 |
| Vodafone Air Touch PLC |
|
|
| 4,400,609 |
|
|
| 4,400,609 |
| |
|
| 37,371 |
|
|
| 37,371 |
| Vodafone Group PLC ADR |
|
|
| 885,693 |
|
|
| 885,693 |
| |
|
| 16,971 |
|
|
| 16,971 |
| Whitbread PLC |
|
|
| 346,612 |
|
|
| 346,612 |
| |
|
| 10,007 |
|
|
| 10,007 |
| William Hill PLC |
|
|
| 115,785 |
|
|
| 115,785 |
| |
|
| 9,005 |
|
|
| 9,005 |
| WPP Group PLC |
|
|
| 111,171 |
|
|
| 111,171 |
| |
|
|
|
|
|
|
|
| Total Common Stock |
| 272,849,652 |
| 338,362,502 |
|
|
| 611,212,154 |
| |
|
|
|
|
|
|
|
| Preferred Stock |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Austria |
|
|
|
|
|
|
|
|
| |
12,042 |
|
|
|
|
| 12,042 |
| Erste Bank Der Oesterreichischen Sparkassen AG |
| 722,368 |
|
|
|
|
| 722,368 |
| |
|
|
|
|
|
|
|
| Brazil |
|
|
|
|
|
|
|
|
| |
56,600 |
|
|
|
|
| 56,600 |
| Banco Itau Holding Financeira SA |
| 1,815,431 |
|
|
|
|
| 1,815,431 |
| |
|
|
|
|
|
|
|
| Germany |
|
|
|
|
|
|
|
|
| |
|
| 159 |
|
|
| 159 |
| Porsche AG |
|
|
| 159,469 |
|
|
| 159,469 |
| |
|
|
|
|
|
|
|
| Units |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Rights |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Sweden |
|
|
|
|
|
|
|
|
| |
|
| 5,004 |
|
|
| 5,004 |
| SSAB Svenskt Stal AB (Class “A” Shares), expiring 5/29/06 (a) |
|
|
| 1,734 |
|
|
| 1,734 |
| |
31,100 |
|
|
|
|
| 31,100 |
| Capio AB, expiring 05/23/06 (a) |
| 22,820 |
|
|
|
|
| 22,820 |
| |
|
|
|
|
|
|
|
| Total Long-Term Investments |
| 275,410,271 |
| 338,523,705 |
|
|
| 613,933,976 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Short-Term Investments |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Put Option |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Syngenta AG(a) |
|
|
|
|
|
|
|
|
| |
|
| $ | 550 |
|
|
| 550 |
| United States Treasury Bill (b)(c) 4.51%, 6/15/06 |
|
|
| 546,890 |
|
|
| 546,890 |
|
5,780,237 |
|
|
|
|
| 5,780,237 |
| Dryden Core Investment Fund - Taxable Money Market Series(f)(g) |
| 5,780,237 |
|
|
|
|
| 5,780,237 |
| |
|
|
|
|
|
|
|
| Total Short-term Investments |
| 5,780,237 |
| 546,890 |
|
|
| 6,327,127 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| TOTAL INVESTMENTS |
| 281,190,508 |
| 339,070,595 |
|
|
| 620,261,103 |
| |
|
|
|
|
|
|
|
| Other assets(Liabilities) in excess of liabilities(other Assets)(d) |
| (2,580,801 | ) | 13,399,280 |
|
|
| 10,818,479 |
| |
|
|
|
|
|
|
|
| Net Assets |
| 278,609,707 |
| 352,469,875 |
|
|
| 631,079,582 |
| |
F-21
ADR - - American Depositary Receipt.
144A - Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
(a) Non-income producing security.
(b) Rate quoted represents yield-to-maturity as of purchase date.
(c) All or portion of security segregated as collateral for financial futures contracts.
(d) Other assets in excess of liabilities include net unrealized appreciation on financial futures and forward foreign currency exchange contracts as follows:
Number of Contracts |
| Type |
| Expiration |
| Value at 4/30/06 |
| Value at trade date |
| Unrealized |
| |
| Long positions: |
|
|
|
|
|
|
|
|
| ||
7 |
| Hang Seng Stock Index |
| May, 2006 |
| 746,153 |
| 751,659 |
| $ | (5,506 | ) |
24 |
| Share Price Index 200 |
| June, 2006 |
| 2,394,584 |
| 2,247,837 |
| 146,747 |
| |
56 |
| DJ Euro Stoxx 50 Index |
| June, 2006 |
| 2,676,221 |
| 2,652,372 |
| 23,849 |
| |
55 |
| Nikkei 225 Index |
| June, 2006 |
| 4,657,125 |
| 4,455,350 |
| 201,775 |
| |
26 |
| FTSE 100 Index |
| June, 2006 |
| 2,856,122 |
| 2,805,367 |
| 50,755 |
| |
|
|
|
|
|
|
|
|
|
| $ | 417,620 |
|
Forward Foreign currency exchange contracts outstanding at April 30, 2006:
Foreign Currency |
| Value at Settlement |
| Current Value |
| Unrealized Appreciation (Depreciation) |
| |||
Bought: |
|
|
|
|
|
|
| |||
Euro Currency 494,238 expring 05/04/06 |
| $ | 624,508 |
| $ | 623,534 |
| $ | (974 | ) |
Japanese Yen 27,759,377 expiring 05/08/06 |
| 244,216 |
| 243,792 |
| (424 | ) | |||
Japanese Yen 91,752,201 expiring 05/08/06 |
| 803,821 |
| 805,798 |
| 1,977 |
| |||
Japanese Yen 1,167,090,000 expiring 06/01/06 |
| 10,187,321 |
| 10,299,750 |
| 112,429 |
| |||
Mexican Peso 12,000,000 expiring 06/06/06 |
| 1,114,407 |
| 1,081,017 |
| (33,390 | ) | |||
Singapore Dollar 1,293,065 expiring 05/04/06 |
| 818,017 |
| 817,930 |
| (87 | ) | |||
|
|
|
|
|
|
|
| |||
Sold: |
|
|
|
|
|
|
| |||
Euro Currency 3,000,000, expiring 05/02/06 |
| $ | 3,757,700 |
| $ | 3,784,820 |
| $ | (27,120 | ) |
Euro Currency 8,480,000 expring 10/04/06 |
| 10,381,386 |
| 10,802,747 |
| (421,361 | ) | |||
Japanese Yen 778,060,000 expiring 06/01/06 |
| 6,753,465 |
| 6,866,500 |
| (113,035 | ) | |||
Japanese Yen 389,030,000 expiring 06/01/06 |
| 3,330,765 |
| 3,433,250 |
| (102,485 | ) | |||
Mexican Peso 71,880,000 expiring 06/06/06 |
| 6,736,013 |
| 6,475,290 |
| 260,723 |
| |||
Pound Sterling 441,945 expiring 05/08/06 |
| 803,821 |
| 805,910 |
| (2,089 | ) | |||
Pound Sterling 2,520,000 expiring 06/05/06 |
| 4,355,947 |
| 4,597,849 |
| (241,902 | ) |
(f) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.
(g) Prudential Investments LLC, the Manager of the Fund, also serves as Manager of the Dryden Core Investment Fund - Taxable Money Market Series
F-22
Pro-forma Statement of Assets and Liabilities for the Growth Reorganization
April 30, 2006 (Unaudited)
|
| SPMF - International |
| PWF - Dryden |
| Pro-forma |
| Pro-forma Combined |
| ||||||||||||||
Assets |
|
|
|
|
|
|
|
|
| ||||||||||||||
Investments at value, including securities on loan (C): |
|
|
|
|
|
|
|
|
| ||||||||||||||
Unaffiliated investments (A) |
| $ | 275,410,271 |
| $ | 339,070,595 |
|
|
| $ | 614,480,866 |
| |||||||||||
Affiliated investments (B) |
| 5,780,237 |
| — |
|
|
| 5,780,237 |
| ||||||||||||||
Foreign currency, at value (D) |
| 451,927 |
| 10,906,351 |
|
|
| 11,358,278 |
| ||||||||||||||
Cash |
| 806,483 |
| 889,589 |
|
|
| 1,696,072 |
| ||||||||||||||
Dividends and interest receivable |
| 952,749 |
| 1,215,621 |
|
|
| 2,168,370 |
| ||||||||||||||
Receivable for Series shares sold |
| 867,032 |
| 1,307,318 |
|
|
| 2,174,350 |
| ||||||||||||||
Receivable for investments sold |
| 7,992,849 |
| — |
|
|
| 7,992,849 |
| ||||||||||||||
Foreign tax reclaim receivable |
| — |
| 220,367 |
|
|
| 220,367 |
| ||||||||||||||
Unrealized appreciation on forward currency contracts |
| — |
| 2,974 |
|
|
| 2,974 |
| ||||||||||||||
Prepaid expenses and other assets |
| 47,881 |
| 1,917 |
|
|
| 49,798 |
| ||||||||||||||
Total assets |
| 292,309,429 |
| $ | 353,614,732 |
|
|
| 645,924,161 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Liabilities |
|
|
|
|
|
|
|
|
| ||||||||||||||
Payable to broker for collateral for securities on loan |
| 3,022,730 |
| — |
|
|
| 3,022,730 |
| ||||||||||||||
Payable for investments purchased |
| 7,984,826 |
| — |
|
|
| 7,984,826 |
| ||||||||||||||
Payable for Series shares reacquired |
| 1,284,529 |
| 467,090 |
|
|
| 1,751,619 |
| ||||||||||||||
Accrued expenses |
| 176,279 |
| 247,011 |
|
|
| 423,290 |
| ||||||||||||||
Transfer agent fee payable |
| 829,146 |
| 37,786 |
|
|
| 866,932 |
| ||||||||||||||
Management fee payable |
| 190,319 |
| 233,441 |
|
|
| 423,760 |
| ||||||||||||||
Distribution fee payable |
| 194,256 |
| 61,472 |
|
|
| 255,728 |
| ||||||||||||||
Due to broker - variation margin |
| — |
| 96,656 |
|
|
| 96,656 |
| ||||||||||||||
Unrealized depreciation on forward currency contract |
| — |
| — |
|
|
| — |
| ||||||||||||||
Payable to custodian |
| — |
| — |
|
|
| — |
| ||||||||||||||
Withholding tax payable |
| — |
| — |
|
|
| — |
| ||||||||||||||
Deferred directors’ fees |
| 17,637 |
| 1,401 |
|
|
| 19,038 |
| ||||||||||||||
Total liabilities |
| 13,699,722 |
| 1,144,857 |
|
|
| 14,844,579.00 |
| ||||||||||||||
Net Assets |
| $ | 278,609,707 |
| $ | 352,469,875 |
|
|
| $ | 631,079,582 |
| |||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Net assets were comprised of: |
|
|
|
|
|
|
|
|
| ||||||||||||||
Common stock, at par |
| $ | 16,759 |
| $ | 424,380 |
|
|
| $ | 441,139 |
| |||||||||||
Paid-in capital in excess of par |
| 329,471,588 |
| 434,141,827 |
|
|
| 763,613,415 |
| ||||||||||||||
|
| 329,488,347 |
| 434,566,207 |
|
|
| 764,054,554 |
| ||||||||||||||
Accumulated net investment loss |
| (5,907,340 | ) | 432,938 |
|
|
| (5,474,402 | ) | ||||||||||||||
Accumulated net realized loss on investment and foreign currency transactions |
| (128,762,326 | ) | (159,384,829 | ) |
|
| (288,147,155 | ) | ||||||||||||||
Net unrealized appreciation on investments and foreign currencies |
| 83,791,026 |
| 76,855,559 |
|
|
| 160,646,585 |
| ||||||||||||||
Net assets, April 30, 2006 |
| $ | 278,609,707 |
| $ | 352,469,875 |
|
|
| $ | 631,079,582 |
| |||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||
(A) Unaffiliated Investment at Cost |
| $ | 191,581,199 |
| $ | 263,066,694 |
|
|
| $ | 454,647,893 |
| |||||||||||
(B) Affiliated Investment at Cost |
| $ | 5,493,872 |
| $ | — |
|
|
| $ | 5,493,872 |
| |||||||||||
(C) Securities loaned at Value |
| $ | 2,916,441 |
| $ | — |
|
|
| $ | 2,916,441 |
| |||||||||||
(D) Foreign currency at Cost |
| $ | 406,169 |
| $ | 10,522,996 |
|
|
| $ | 10,929,165 |
| |||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Class A |
|
|
|
|
|
|
|
|
| ||||||||||||||
Net asset |
| $ | 24,357,549 |
| $ | 55,981,596 |
| $ | — |
| $ | 80,339,145 |
| ||||||||||
Shares of common stock issued and outstanding |
| 1,429,434 |
| 6,735,056 |
| 1,503,277 |
| 9,667,767 |
| ||||||||||||||
Net asset value and redemption price per share |
| $ | 17.04 |
| $ | 8.31 |
|
|
| $ | 8.31 |
| |||||||||||
Maximum sales charge (5.5% of offering price) |
| 0.99 |
| 0.48 |
|
|
| 0.48 |
| ||||||||||||||
Maximum offering price to public |
| $ | 18.03 |
| $ | 8.79 |
|
|
| 8.79 |
| ||||||||||||
Class B |
|
|
|
|
|
|
|
|
| ||||||||||||||
Net asset |
| $ | 4,303,229 |
| $ | 48,211,478 |
| $ | — |
| $ | 52,514,707 |
| ||||||||||
Shares of common stock issued and outstanding |
| 260,906 |
| 6,004,071 |
| 274,837 |
| 6,539,814 |
| ||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | 16.49 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |||||||||||
Class C |
|
|
|
|
|
|
|
|
| ||||||||||||||
Net asset |
| $ | 54,131,591 |
| $ | 14,670,834 |
| $ | — |
| $ | 68,802,425 |
| ||||||||||
Shares of common stock issued and outstanding |
| 3,273,670 |
| 1,827,433 |
| 3,467,069 |
| 8,568,172 |
| ||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | 16.54 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |||||||||||
Class L |
|
|
|
|
|
|
|
|
| ||||||||||||||
Net asset |
| $ | 44,878,543 |
| $ | — |
| $ | — |
| $ | 44,878,543 |
| ||||||||||
Shares of common stock issued and outstanding |
| 2,642,451 |
| — |
| 2,803,974 |
| 5,446,425 |
| ||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | 16.98 |
| $ | 0.00 |
|
|
| $ | 8.24 |
| |||||||||||
Class M |
|
|
|
|
|
|
|
|
| ||||||||||||||
Net asset |
| $ | 116,554,871 |
| $ | — |
| $ | — |
| $ | 116,554,871 |
| ||||||||||
Shares of common stock issued and outstanding |
| 7,068,857 |
| — |
| 7,446,071 |
| 14,514,928 |
| ||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | 16.49 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |||||||||||
Class X |
|
|
|
|
|
|
|
|
| ||||||||||||||
Net asset |
| $ | 34,383,924 |
| $ | — |
| $ | — |
| $ | 34,383,924 |
| ||||||||||
Shares of common stock issued and outstanding |
| 2,084,138 |
| — |
| 2,197,795 |
| 4,281,933 |
| ||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | 16.50 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |||||||||||
Class Z |
|
|
|
|
|
|
|
|
| ||||||||||||||
Net asset |
| $ | N/A |
| $ | 233,605,967 |
| $ | — |
| $ | 233,605,967 |
| ||||||||||
Shares of common stock issued and outstanding |
| N/A |
| 27,871,456 |
| 5,151 |
| 27,876,607 |
| ||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | N/A |
| $ | 8.38 |
|
|
| $ | 8.38 |
| |||||||||||
See Notes to Financial Statements.
F-23
Pro-forma Statement of Operations for the Growth Reorganization
For the Year Ended 4/30/06
(Unaudited)
|
| SPMF - |
| PWF - Dryden |
| Adjusting |
| Pro-Forma Combined |
| |||
Statement of Operations |
|
|
|
|
|
|
|
|
| |||
Income: |
|
|
|
|
|
|
|
|
| |||
Interest |
| $ | 13,964 |
| $ | 50,096 |
| — |
| $ | 64,060 |
|
Unaffiliated dividends |
| 3,657,102 |
| 8,054,332 |
| — |
| 11,711,434 |
| |||
Affiliated dividend income |
| 103,282 |
| 6,978 |
| — |
| 110,260 |
| |||
Affiliated income from securities loaned, net |
| 2,980 |
| — |
| — |
| 2,980 |
| |||
Foreign taxes withheld |
| (466,420 | ) | (641,192 | ) |
|
| (1,107,612 | ) | |||
Total income |
| 3,310,908 |
| 7,470,214 |
| — |
| 10,781,122 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Expenses : |
|
|
|
|
|
|
|
|
| |||
Management fee |
| 2,645,854 |
| 2,584,474 |
| (623,947 | )(a) | 4,606,381 |
| |||
Distribution fee - Class A |
| 49,634 |
| 112,864 |
| — |
| 162,498 |
| |||
Distribution fee - Class B |
| 34,330 |
| 446,804 |
| — |
| 481,134 |
| |||
Distribution fee - Class C |
| 516,572 |
| 134,928 |
| — |
| 651,500 |
| |||
Distribution fee - Class L |
| 216,774 |
| — |
| — |
| 216,774 |
| |||
Distribution fee - Class M |
| 1,125,686 |
| — |
| — |
| 1,125,686 |
| |||
Distribution fee - Class X |
| 337,186 |
| — |
| — |
| 337,186 |
| |||
Transfer agent’s fees and expenses** |
| 1,508,000 |
| 496,000 |
| (425,000 | )(b) | 1,579,000 |
| |||
Custodian’s fees and expenses |
| 236,000 |
| 250,000 |
| (186,000 | )(b) | 300,000 |
| |||
Reports to shareholders |
| 92,000 |
| 90,000 |
| (57,000 | )(b) | 125,000 |
| |||
Legal fees and expenses |
| 14,000 |
| 32,000 |
| (11,000 | )(b) | 35,000 |
| |||
Registration fees |
| 50,000 |
| 54,000 |
| (25,000 | )(b) | 79,000 |
| |||
Audit fee |
| 22,000 |
| 22,000 |
| (22,000 | )(b) | 22,000 |
| |||
Directors’ fees |
| 16,000 |
| 16,000 |
| (14,000 | )(b) | 18,000 |
| |||
Miscellaneous |
| 43,822 |
| 58,102 |
| (21,924 | )(b) | 80,000 |
| |||
Total operating expenses |
| 6,907,858 |
| 4,297,172 |
| (1,385,871 | ) | 9,819,159 |
| |||
Loan Interest Expense |
| 26,930 |
| — |
| (26,930 | ) | — |
| |||
Total expenses |
| 6,934,788 |
| 4,297,172 |
| (1,412,801 | ) | 9,819,159 |
| |||
Less: Expense subsidy |
| (400,092 | ) | — |
| 400,092 |
| — |
| |||
Net expenses |
| 6,534,696 |
| 4,297,172 |
| (1,012,709 | ) | 9,819,159 |
| |||
Net investment income (loss) |
| (3,223,788 | ) | 3,173,042 |
| 1,012,709 |
| 961,963 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Realized And Unrealized Gain (Loss) On Investment And Foreign Currency Transactions |
|
|
|
|
|
|
|
|
| |||
Net realized gain (loss) on: |
|
|
|
|
|
|
|
|
| |||
Investment transactions |
| 62,487,734 |
| 15,196,662 |
| — |
| 77,684,396 |
| |||
Foreign currency transactions |
| (300,788 | ) | 31,384 |
| — |
| (269,404 | ) | |||
Futures |
| — |
| 2,589,966 |
| — |
| 2,589,966 |
| |||
|
| 62,186,946 |
| 17,818,012 |
|
|
| 80,004,958 |
| |||
Net change in Unrealized Appreciation (Depreciation) on: |
|
|
|
|
|
|
|
|
| |||
Investments |
| 54,993,744 |
| 102,137,116 |
| — |
| 157,130,860 |
| |||
Foreign currencies |
| 292,108 |
| 923,898 |
| — |
| 1,216,006 |
| |||
Futures |
| — |
| 525,902 |
| — |
| 525,902 |
| |||
|
| 55,285,852 |
| 103,586,916 |
| — |
| 158,872,768 |
| |||
Net gain on investment and foreign currency transactions |
| 117,472,798 |
| 121,404,928 |
| — |
| 238,877,726 |
| |||
Net Increase In Net Assets Resulting From Operations |
| $ | 114,249,010 |
| $ | 124,577,970 |
| 1,012,709 |
| $ | 239,839,689 |
|
** — Amount is including the affiliated expense of $680,000 and $440,000.
(a) Reflects reduce in effective management fee rate.
(b) Reflects elimination of duplicate services or fees.
See Notes to Financial Statements.
F-24
Notes to Pro-Forma Financial Statements for the Growth Reorganization
(unaudited)
1. Basis of Combination – The Pro-Forma Statement of Assets and Liabilities, including the Pro-Forma Schedule of Investments at April 30, 2006 and the related Pro-Forma Statement of Operations (“Pro-Forma Statements”) for the year ended April 30, 2006, reflect the accounts of Prudential World Fund - Dryden International Equity Fund (the “Acquiring Fund”) and Strategic Partners Mutual Funds - Strategic Partners International Growth Fund, (the “Target” Fund).
The Pro-Forma Statements give effect to the proposed transfer of all assets and liabilities of the Target Fund in exchange for shares in Acquiring Fund. The Pro-Forma Statements should be read in conjunction with the historical financial statements of each Fund included in their respective Statement of Additional Information.
2. Shares of Beneficial Interest – The pro-forma net asset value per share assumes the issuance of additional Class A, B, C, L, M, and X shares of Dryden International Equity Fund, which would have been issued on April 30, 2006 in connection with the proposed reorganization. Shareholders of Target Fund would become shareholders of Acquiring Fund, receiving shares of Acquiring Fund equal to the value of their holdings in Target Fund. The amount of additional shares assumed to be issued has been calculated based on the April 30, 2006 net assets of Target Fund and Acquiring Fund, the net asset value per share of as follows:
Dryden International |
|
|
| Net Assets of Target |
| Per |
| ||
Additional Shares Issued |
|
|
| 04/30/2006 |
| 04/30/2006 |
| ||
Class A |
| 1,503,277 |
| $ | 80,399,818 |
| $ | 8.31 |
|
Class B |
| 274,837 |
| $ | 52,514,707 |
| $ | 8.03 |
|
Class C |
| 3,467,069 |
| $ | 68,802,425 |
| $ | 8.03 |
|
Class L |
| 2,803,974 |
| $ | 44,878,543 |
| $ | 8.24 |
|
Class M |
| 7,466,071 |
| $ | 116,554,871 |
| $ | 8.03 |
|
Class X |
| 2,197,795 |
| $ | 34,383,924 |
| $ | 8.03 |
|
Class Z |
| — |
| $ | 233,605,967 |
| $ | 8.38 |
|
3. Pro-Forma Operations – The Pro-Forma Statement of Operations assumes similar rates of gross investment income for the investments of each Fund. Accordingly, the combined gross investment income is equal to the sum of each Fund’s gross investment income. Certain expenses have been adjusted to reflect the expected expenses of the combined entity. The pro-forma investment management fees and plan of distribution fees of the combined Fund are based on the fee schedule in effect for Dryden International Equity Fund at the combined level of average net assets for the twelve months ended April 30, 2006. The Pro-Forma Statement of Operations does not include the effect of any realized gains or losses, or transaction fees incurred in connection with the realignment of the portfolio.
4. Security Valuation – Securities listed on a securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and ask price or at the last bid price on such day in the absence of an asked price. Securities traded via NASDAQ are valued at the NASDAQ official closing price (NOCP) on the day of valuation, or if there was no NOCP, at the last sale price. Securities that are actively traded in the over-the-counter market, including listed securities for which the co-managers, in consultation with the subadvisor, believe the primary market to be over-the-counter are valued by an independent agent or principal market maker. Options on securities and indices traded on an exchange are valued at the mean between the most recently quoted bid and asked prices on such exchange. Futures contracts and options thereon traded on a commodities exchange of board of trade are valued at the last sale price at the closing of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted bid and asked prices on such exchange or board of trade or at the last bid price in the absence of an
F-25
asked price. Prices may be obtained from independent pricing services which use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Securities for which reliable market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Funds’ normal pricing time, are valued at fair value in accordance with the Board of Directors’ approved fair valuation procedures. When determining the fair valuation of securities some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analysis media or other reports or information deemed reliable by the investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values. Investments in mutual funds are valued at their net assets value as of the close of the New York Stock Exchange on the date of the valuation. Short-term securities that are held in the Funds, which mature in more than 60 days are valued at current market quotations, and those short-term securities, which mature in 60 days or less are valued at, amortized cost, which approximates market value.
5. Estimates – The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
6. Taxes - For Federal income tax purposes, the acquiring fund and each of the target funds is treated as a separate taxpaying entity. It is each Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net income and capital gains, if any, to shareholders. Therefore, no federal income tax provision is required. Strategic Partners International Growth Fund has a capital loss carry forward of $158,826,890. Dryden International Equity Fund had a capital loss carry forward of approximately $167,990,000 as of October 31, 2005. Capital loss carry forward will have an annual limitation on the amount of utilization under section 382 of the Internal Revenue Code of 1986, as amended.
F-26
PRO FORMA PORTFOLIO OF INVESTMENTS FOR THE GLOBAL GROWTH & VALUE REORGANIZATION APRIL 30, 2006 (UNAUDITED)
Jennison |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison Global |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| ||||
|
|
|
|
|
|
|
|
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| Australia |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| 69,162 |
|
|
| 69,162 |
| Australia and New Zealand Banking Group, Ltd. |
|
|
|
|
| $ | 1,468,659 |
|
|
| $ | 1,468,659 |
| ||
|
|
|
| 110,060 |
|
|
| 110,060 |
| BHP Billiton PLC |
|
|
|
|
| 2,450,013 |
|
|
| 2,450,013 |
| ||||
|
| 155,688 |
| 105,043 |
|
|
| 260,731 |
| BlueScope Steel, Ltd. |
|
|
| $ | 908,422 |
| 612,914 |
|
|
| 1,521,336 |
| |||
|
|
|
| 43,681 |
|
|
| 43,681 |
| Centro Properties Trust |
|
|
|
|
| 215,714 |
|
|
| 215,714 |
| ||||
|
|
|
| 7,535 |
|
|
| 7,535 |
| Cochlear, Ltd. |
|
|
|
|
| 302,266 |
|
|
| 302,266 |
| ||||
|
|
|
| 43,392 |
|
|
| 43,392 |
| Coles Myer, Ltd. |
|
|
|
|
| 353,078 |
|
|
| 353,078 |
| ||||
|
| 59,100 |
| 26,242 |
|
|
| 85,342 |
| Commonwealth Bank of Australia |
|
|
| 2,110,362 |
| 937,058 |
|
|
| 3,047,420 |
| ||||
|
|
|
| 29,914 |
|
|
| 29,914 |
| Computershare, Ltd. |
|
|
|
|
| 179,090 |
|
|
| 179,090 |
| ||||
|
|
|
| 7,801 |
|
|
| 7,801 |
| CSL, Ltd. |
|
|
|
|
| 341,978 |
|
|
| 341,978 |
| ||||
|
| 155,500 |
| 180,640 |
|
|
| 336,140 |
| CSR, Ltd. |
|
|
| 478,472 |
| 555,828 |
|
|
| 1,034,300 |
| ||||
|
| 42,268 |
|
|
|
|
| 42,268 |
| David Jones Ltd. |
|
|
| 86,063 |
|
|
|
|
| 86,063 |
| ||||
|
|
|
| 51,981 |
|
|
| 51,981 |
| Foster’s Group, Ltd. |
|
|
|
|
| 232,217 |
|
|
| 232,217 |
| ||||
|
|
|
| 170,558 |
|
|
| 170,558 |
| General Property Trust |
|
|
|
|
| 544,243 |
|
|
| 544,243 |
| ||||
|
|
|
| 260,774 |
|
|
| 260,774 |
| Macquarie Airports |
|
|
|
|
| 649,845 |
|
|
| 649,845 |
| ||||
|
|
|
| 126,392 |
|
|
| 126,392 |
| Macquarie Infrastructure Group |
|
|
|
|
| 342,815 |
|
|
| 342,815 |
| ||||
|
|
|
| 121,723 |
|
|
| 121,723 |
| Mirvac Group |
|
|
|
|
| 391,187 |
|
|
| 391,187 |
| ||||
|
|
|
| 20,049 |
|
|
| 20,049 |
| QBE Insurance Group, Ltd. |
|
|
|
|
| 340,898 |
|
|
| 340,898 |
| ||||
|
| 400,200 |
| 187,525 |
|
|
| 587,725 |
| Qantas Airways, Ltd. |
|
|
| 1,052,022 |
| 492,954 |
|
|
| 1,544,976 |
| ||||
|
|
|
| 28,953 |
|
|
| 28,953 |
| Rinker Group, Ltd. |
|
|
|
|
| 466,338 |
|
|
| 466,338 |
| ||||
|
| 59,235 |
| 61,700 |
|
|
| 120,935 |
| Santos, Ltd. |
|
|
| 531,946 |
| 554,082 |
|
|
| 1,086,028 |
| ||||
|
|
|
| 188,917 |
|
|
| 188,917 |
| Stockland Trust |
|
|
|
|
| 987,486 |
|
|
| 987,486 |
| ||||
|
|
|
| 4,701 |
|
|
| 4,701 |
| Suncorp-Metway, Ltd. |
|
|
|
|
| 72,646 |
|
|
| 72,646 |
| ||||
|
| 344,703 |
|
|
|
|
| 344,703 |
| Telestra Corp. Ltd. |
|
|
| 1,031,841 |
|
|
|
|
| 1,031,841 |
| ||||
|
|
|
| 4,687 |
|
|
| 4,687 |
| Wesfarmers, Ltd. |
|
|
|
|
| 128,907 |
|
|
| 128,907 |
| ||||
|
|
|
| 35,769 |
|
|
| 35,769 |
| Westpac Banking Corp. |
|
|
|
|
| 682,106 |
|
|
| 682,106 |
| ||||
|
|
|
| 6,432 |
|
|
| 6,432 |
| Woodside Petroleum, Ltd. |
|
|
|
|
| 228,699 |
|
|
| 228,699 |
| ||||
|
|
|
| 102,049 |
|
|
| 102,049 |
| Woolworths, Ltd. |
|
|
|
|
| 1,446,745 |
|
|
| 1,446,745 |
| ||||
|
|
|
|
|
|
|
|
|
| Austria |
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 4,795 |
| 4,096 |
|
|
| 8,891 |
| Boehler-Uddeholm AG (a) |
|
|
| 1,087,743 |
| 929,176 |
|
|
| 2,016,919 |
| ||||
|
|
|
| 15,136 |
|
|
| 15,136 |
| OMV AG |
|
|
|
|
| 1,052,363 |
|
|
| 1,052,363 |
| ||||
|
|
|
| 7,048 |
|
|
| 7,048 |
| Telekom Austria AG |
|
|
|
|
| 172,946 |
|
|
| 172,946 |
| ||||
|
|
|
| 4,773 |
|
|
| 4,773 |
| Voestalpine AG |
|
|
|
|
| 696,885 |
|
|
| 696,885 |
| ||||
59,300 |
|
|
|
|
|
|
| 59,300 |
| Erste Bank der Oesterreichischen Sparkassen AG |
| $ | 3,598,519 |
|
|
|
|
|
|
| 3,598,519 |
| |||
12,184 |
|
|
|
|
|
|
| 12,184 |
| Erste Bank der Oesterreichischen Sparkassen AG - New (a) |
| 730,911 |
|
|
|
|
|
|
| 730,911 |
| ||||
21,900 |
|
|
|
|
|
|
| 21,900 |
| Raiffeisen International Bank-Holding AG (a) |
| 1,908,901 |
|
|
|
|
|
|
| 1,908,901 |
| ||||
29,300 |
|
|
|
|
|
|
| 29,300 |
| Raiffeisen International Bank-Holding |
| 2,553,917 |
|
|
|
|
|
|
| 2,553,917 |
| ||||
|
|
|
|
|
|
|
|
|
| Belgium |
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 248,713 |
| 50,311 |
|
|
| 299,024 |
| Dexia |
|
|
| 248,713 |
| 1,327,214 |
|
|
| 1,575,927 |
| ||||
|
| 45,800 |
| 26,241 |
|
|
| 72,041 |
| Fortis |
|
|
| 1,716,691 |
| 983,574 |
|
|
| 2,700,265 |
| ||||
|
|
|
| 2,575 |
|
|
| 2,575 |
| Inbev NV |
|
|
|
|
| 129,881 |
|
|
| 129,881 |
| ||||
|
|
|
|
|
|
|
|
|
| Bermuda |
|
|
|
|
|
|
|
|
|
|
| ||||
105,400 |
|
|
|
|
|
|
| 105,400 |
| Marvell Technology Group, Ltd.(a) |
| 6,017,286 |
|
|
|
|
|
|
| 6,017,286 |
| ||||
|
|
|
|
|
|
|
|
|
| Brazil |
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 67,577 |
|
|
|
|
| 67,577 |
| Empresa Brasileira de Aeronautica SA, ADR |
|
|
| 2,624,015 |
|
|
|
|
| 2,624,015 |
| ||||
|
|
|
|
|
|
|
|
|
| Canada |
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 22,300 |
|
|
|
|
| 22,300 |
| Canadian Natural Resources, Ltd. |
|
|
| 1,340,333 |
|
|
|
|
| 1,340,333 |
| ||||
149,100 |
|
|
|
|
|
|
| 149,100 |
| Nexen, Inc. |
| 8,722,350 |
|
|
|
|
|
|
| 8,722,350 |
| ||||
|
| 56,572 |
|
|
|
|
| 56,572 |
| Rogers Communications, Inc. (Class B Stock) |
|
|
| 2,397,878 |
|
|
|
|
| 2,397,878 |
| ||||
|
| 67,966 |
|
|
|
|
| 67,966 |
| Shaw Communications, Inc. (Class B Stock) |
|
|
| 1,829,772 |
|
|
|
|
| 1,829,772 |
| ||||
98,100 |
|
|
|
|
|
|
| 98,100 |
| Suncor Energy, Inc. |
| 8,411,094 |
|
|
|
|
|
|
| 8,411,094 |
| ||||
|
|
|
|
|
|
|
|
|
| Cayman Islands |
|
|
|
|
|
|
|
|
|
|
| ||||
89,300 |
|
|
|
|
|
|
| 89,300 |
| Transocean, Inc.(a) |
| 7,239,551 |
|
|
|
|
|
|
| 7,239,551 |
| ||||
|
|
|
|
|
|
|
|
|
| China |
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 2,231,420 |
|
|
|
|
| 2,231,420 |
| China Petroleum and Chemical Corp. (Class H Stock) |
|
|
| 1,417,428 |
|
|
|
|
| 1,417,428 |
| ||||
|
|
|
|
|
|
|
|
|
| Denmark |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| 54 |
|
|
| 54 |
| A P Moller - Maersk A/S |
|
|
|
|
| 463,899 |
|
|
| 463,899 |
| ||||
|
| 2,865 |
| 4,085 |
|
|
| 6,950 |
| Danisco A/S |
|
|
| 243,217 |
| 346,787 |
|
|
| 590,004 |
| ||||
|
| 24,445 |
| 22,132 |
|
|
| 46,577 |
| Danske Bank A/S |
|
|
| 972,492 |
| 880,474 |
|
|
| 1,852,966 |
| ||||
|
|
|
| 751 |
|
|
| 751 |
| DSV A/S |
|
|
|
|
| 122,937 |
|
|
| 122,937 |
| ||||
|
| 31,541 |
| 14,571 |
|
|
| 46,112 |
| Novo Nordisk SA |
|
|
| 2,048,204 |
| 946,209 |
|
|
| 2,994,413 |
| ||||
|
|
|
|
|
|
|
|
|
| Finland |
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 6,350 |
|
|
|
|
| 6,350 |
| Air Liquide |
|
|
| 1,373,921 |
|
|
|
|
| 1,373,921 |
| ||||
|
|
|
| 10,124 |
|
|
| 10,124 |
| Kesko Oyj (Class “B” Shares) |
|
|
|
|
| 349,456 |
|
|
| 349,456 |
| ||||
|
|
|
| 130,894 |
|
|
| 130,894 |
| Nokia Oyj |
|
|
|
|
| 2,980,718 |
|
|
| 2,980,718 |
| ||||
|
| 37,300 |
| 49,664 |
|
|
| 86,964 |
| Rautaruukki Oyj |
|
|
| 1,308,211 |
| 1,741,849 |
|
|
| 3,050,060 |
| ||||
|
|
|
| 50,028 |
|
|
| 50,028 |
| Sampo Oyj (Class “A” Shares) |
|
|
|
|
| 1,032,572 |
|
|
| 1,032,572 |
| ||||
|
|
|
| 28,592 |
|
|
| 28,592 |
| YIT-Yhtyma Oyj |
|
|
|
|
| 806,567 |
|
|
| 806,567 |
| ||||
F-27
Jennison |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison Global |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| |||
|
|
|
|
|
|
|
|
|
| France |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 54,048 |
|
|
| 54,048 |
| Air France-KLM |
|
|
|
|
| 1,258,056 |
|
|
| 1,258,056 |
| |||
|
|
|
| 74,551 |
|
|
| 74,551 |
| AXA SA |
|
|
|
|
| 2,736,032 |
|
|
| 2,736,032 |
| |||
|
| 27,223 |
| 35,300 |
|
|
| 62,523 |
| BNP Paribas SA |
|
|
| 2,572,420 |
| 3,335,650 |
|
|
| 5,908,070 |
| |||
|
|
|
| 17,237 |
|
|
| 17,237 |
| Bouygues SA |
|
|
|
|
| 940,528 |
|
|
| 940,528 |
| |||
|
|
|
| 5,342 |
|
|
| 5,342 |
| Business Objects SA(a) |
|
|
|
|
| 173,475 |
|
|
| 173,475 |
| |||
|
| 52,345 |
| 12,281 |
|
|
| 64,626 |
| Carrefour SA |
|
|
| 3,036,464 |
| 712,405 |
|
|
| 3,748,869 |
| |||
|
|
|
| 2,521 |
|
|
| 2,521 |
| Casino Guichard-Perrachon SA |
|
|
|
|
| 200,849 |
|
|
| 200,849 |
| |||
|
| 5,103 |
|
|
|
|
| 5,103 |
| Ciments Francais |
|
|
| 863,333 |
|
|
|
|
| 863,333 |
| |||
|
| 6,996 |
| 5,708 |
|
|
| 12,704 |
| CNP Assurances |
|
|
| 756,406 |
| 617,147 |
|
|
| 1,373,553 |
| |||
|
|
|
| 25,087 |
|
|
| 25,087 |
| Compagnie de Saint-Gobain |
|
|
|
|
| 1,881,588 |
|
|
| 1,881,588 |
| |||
|
| 21,500 |
| 12,144 |
|
|
| 33,644 |
| Compagnie Generale des Etablissements Michelin (Class “B” Shares) |
|
|
| 1,551,524 |
| 876,359 |
|
|
| 2,427,883 |
| |||
|
| 23,100 |
| 20,828 |
|
|
| 43,928 |
| Credit Agricole SA |
|
|
| 930,831 |
| 839,279 |
|
|
| 1,770,110 |
| |||
|
| 25,387 |
| 3,376 |
|
|
| 28,763 |
| Euronext NV |
|
|
|
|
| 301,763 |
|
|
| 301,763 |
| |||
|
| 116,700 |
| 50,638 |
|
|
| 167,338 |
| France Telecom SA |
|
|
| 2,725,218 |
| 1,182,516 |
|
|
| 3,907,734 |
| |||
|
| 62,600 |
|
|
|
|
| 62,600 |
| JC Decaux SA (a) |
|
|
| 1,871,745 |
|
|
|
|
| 1,871,745 |
| |||
|
|
|
| 4,603 |
|
|
| 4,603 |
| Lafarge SA |
|
|
|
|
| 566,200 |
|
|
| 566,200 |
| |||
|
| 21,533 |
|
|
|
|
| 21,533 |
| LVMH Moet Hennessy Louis Vuitton |
|
|
| 2,267,018 |
|
|
|
|
| 2,267,018 |
| |||
|
| 4,100 |
|
|
|
|
| 4,100 |
| Natexis Banques Populaires |
|
|
| 1,111,072 |
|
|
|
|
| 1,111,072 |
| |||
|
|
|
| 1,779 |
|
|
| 1,779 |
| Pernod-Ricard SA |
|
|
|
|
| 344,964 |
|
|
| 344,964 |
| |||
|
|
|
| 2,272 |
|
|
| 2,272 |
| Pinault-Printemps-Redoute SA |
|
|
|
|
| 294,663 |
|
|
| 294,663 |
| |||
|
|
|
| 9,168 |
|
|
| 9,168 |
| Publicis Groupe |
|
|
|
|
| 381,113 |
|
|
| 381,113 |
| |||
|
| 51,418 |
|
|
|
|
| 51,418 |
| PSA Peugeot Citroen SA |
|
|
| 3,379,690 |
|
|
|
|
| 3,379,690 |
| |||
|
| 8,005 |
| 8,766 |
|
|
| 16,771 |
| Renault SA (a) |
|
|
| 929,123 |
| 1,017,451 |
|
|
| 1,946,574 |
| |||
|
|
|
| 13,852 |
|
|
| 13,852 |
| Safran SA |
|
|
|
|
| 355,632 |
|
|
| 355,632 |
| |||
55,600 |
| 33,194 |
| 37,677 |
|
|
| 126,471 |
| Sanofi-Aventis |
| 5,243,364 |
| 3,130,364 |
| 3,553,134 |
|
|
| 11,926,862 |
| |||
72,300 |
| 2,400 |
| 6,836 |
|
|
| 81,536 |
| Schneider Electric SA |
| 8,186,472 |
| 271,750 |
| 774,035 |
|
|
| 9,232,257 |
| |||
|
| 7,366 |
| 16,123 |
|
|
| 23,489 |
| Societe Generale |
|
|
| 1,125,382 |
| 2,463,281 |
|
|
| 3,588,663 |
| |||
|
|
|
| 6,839 |
|
|
| 6,839 |
| STMicroelectronics NV |
|
|
|
|
| 125,712 |
|
|
| 125,712 |
| |||
38,163 |
| 5,100 |
| 18,642 |
|
|
| 61,905 |
| Total SA |
| 10,553,757 |
| 1,410,376 |
| 5,155,337 |
|
|
| 17,119,470 |
| |||
|
|
|
| 1,191 |
|
|
| 1,191 |
| Vinci SA |
|
|
|
|
| 118,328 |
|
|
| 118,328 |
| |||
|
| 23,600 |
| 81,729 |
|
|
| 105,329 |
| Vivendi Universal SA |
|
|
| 861,657 |
| 2,983,999 |
|
|
| 3,845,656 |
| |||
46,900 |
|
|
|
|
|
|
| 46,900 |
| Veolia Environnement |
| 2,802,261 |
|
|
|
|
|
|
| 2,802,261 |
| |||
|
|
|
|
|
|
|
|
|
| Germany |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 9,258 |
| 2,205 |
|
|
| 11,463 |
| Adidas-Salomon AG |
|
|
| 1,954,641 |
| 466,181 |
|
|
| 2,420,822 |
| |||
|
|
|
| 11,814 |
|
|
| 11,814 |
| Allianz AG |
|
|
|
|
| 1,974,862 |
|
|
| 1,974,862 |
| |||
|
| 26,977 |
| 36,265 |
|
|
| 63,242 |
| BASF AG |
|
|
| 2,312,975 |
| 3,104,286 |
|
|
| 5,417,261 |
| |||
|
|
|
| 4,757 |
|
|
| 4,757 |
| Bayer AG |
|
|
|
|
| 219,053 |
|
|
| 219,053 |
| |||
|
|
|
| 13,551 |
|
|
| 13,551 |
| Continental AG |
|
|
|
|
| 1,613,182 |
|
|
| 1,613,182 |
| |||
|
|
|
| 33,561 |
|
|
| 33,561 |
| DaimlerChrysler AG |
|
|
|
|
| 1,848,175 |
|
|
| 1,848,175 |
| |||
|
| 21,297 |
| 28,969 |
|
|
| 50,266 |
| Deutsche Bank AG |
|
|
| 2,614,837 |
| 3,542,914 |
|
|
| 6,157,751 |
| |||
|
| 18,287 |
| 9,771 |
|
|
| 28,058 |
| Deutsche Boerse AG |
|
|
| 2,644,629 |
| 1,413,309 |
|
|
| 4,057,938 |
| |||
|
|
|
| 26,512 |
|
|
| 26,512 |
| Deutsche Post AG |
|
|
|
|
| 707,085 |
|
|
| 707,085 |
| |||
|
| 40,200 |
| 52,158 |
|
|
| 92,358 |
| Deutsche Telekom AG |
|
|
| 726,262 |
| 944,929 |
|
|
| 1,671,191 |
| |||
|
|
|
| 5,420 |
|
|
| 5,420 |
| E.ON AG (a) |
|
|
|
|
| 664,303 |
|
|
| 664,303 |
| |||
|
| 33,608 |
|
|
|
|
| 33,608 |
| Fraport AG |
|
|
| 2,542,733 |
|
|
|
|
| 2,542,733 |
| |||
|
| 19,342 |
| 11,460 |
|
|
| 30,802 |
| Man AG (a) |
|
|
| 1,466,316 |
| 868,637 |
|
|
| 2,334,953 |
| |||
84,600 |
|
|
|
|
|
|
| 84,600 |
| Metro AG |
| 4,787,995 |
|
|
|
|
|
|
| 4,787,995 |
| |||
|
|
|
| 14,744 |
|
|
| 14,744 |
| Muenchener Rueckversicherungs - Gesellschaft AG |
|
|
|
|
| 2,086,675 |
|
|
| 2,086,675 |
| |||
|
|
|
| 3,089 |
|
|
| 3,089 |
| Puma AG Rudolf Dassler Sport |
|
|
|
|
| 1,246,878 |
|
|
| 1,246,878 |
| |||
76,700 |
|
|
| 1,235 |
|
|
| 77,935 |
| RWE AG |
| 6,648,740 |
|
|
| 107,056 |
|
|
| 6,755,796 |
| |||
|
| 14,900 |
|
|
|
|
| 14,900 |
| Salzgitter AG |
|
|
| 1,182,390 |
|
|
|
|
| 1,182,390 |
| |||
|
| 9,500 |
| 5,413 |
|
|
| 14,913 |
| SAP AG |
|
|
| 2,075,848 |
| 1,184,162 |
|
|
| 3,260,010 |
| |||
46,854 |
|
|
| 4,806 |
|
|
| 51,660 |
| Siemens AG |
| 4,442,216 |
|
|
| 455,656 |
|
|
| 4,897,872 |
| |||
|
| 47,719 |
| 33,810 |
|
|
| 81,529 |
| ThyssenKrupp AG |
|
|
| 1,573,094 |
| 1,114,573 |
|
|
| 2,687,667 |
| |||
|
| 20,619 |
| 14,696 |
|
|
| 35,315 |
| TUI AG |
|
|
| 439,101 |
| 313,150 |
|
|
| 752,251 |
| |||
|
|
|
| 2,726 |
|
|
| 2,726 |
| Volkswagen AG |
|
|
|
|
| 211,404 |
|
|
| 211,404 |
| |||
|
|
|
|
|
|
|
|
|
| Greece |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 3,370 |
|
|
| 3,370 |
| Coca-Cola Hellenic Bottling Company SA |
|
|
|
|
| 110,457 |
|
|
| 110,457 |
| |||
|
|
|
| 1,302 |
|
|
| 1,302 |
| Cosmote Mobile Telecommunications SA |
|
|
|
|
| 31,932 |
|
|
| 31,932 |
| |||
|
|
|
| 2,740 |
|
|
| 2,740 |
| Hellenic Tellecommunication Organization SA |
|
|
|
|
| 61,324 |
|
|
| 61,324 |
| |||
|
|
|
| 32,164 |
|
|
| 32,164 |
| Intracom SA |
|
|
|
|
| 257,267 |
|
|
| 257,267 |
| |||
|
|
|
| 19,293 |
|
|
| 19,293 |
| National Bank of Greece SA (a) |
|
|
|
|
| 958,029 |
|
|
| 958,029 |
| |||
|
| 68,700 |
| 10,600 |
|
|
| 79,300 |
| OPAP SA |
|
|
| 2,539,501 |
| 391,830 |
|
|
| 2,931,331 |
| |||
|
|
|
| 2,255 |
|
|
| 2,255 |
| Titan Cement Co. |
|
|
|
|
| 114,707 |
|
|
| 114,707 |
| |||
|
|
|
|
|
|
|
|
|
| Guernsey |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 93,494 |
|
|
|
|
| 93,494 |
| Amdocs Ltd. (a) |
|
|
| 3,477,977 |
|
|
|
|
| 3,477,977 |
| |||
|
|
|
|
|
|
|
|
|
| Hong Kong |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 989,458 |
|
|
|
|
| 989,458 |
| Chaoda Modern Agriculture Holdings Ltd. |
|
|
| 689,135 |
|
|
|
|
| 689,135 |
| |||
229,300 |
|
|
| 131,000 |
|
|
| 360,300 |
| Cheung Kong Holdings, Ltd. |
| 2,583,333 |
|
|
| 1,475,868 |
|
|
| 4,059,201 |
| |||
|
| 661,612 |
|
|
|
|
| 661,612 |
| China Merchants Holdings International Co., Ltd. |
|
|
| 2,257,056 |
|
|
|
|
| 2,257,056 |
| |||
|
| 331,100 |
|
|
|
|
| 331,100 |
| Citic Pacific Ltd. |
|
|
| 1,191,453 |
|
|
|
|
| 1,191,453 |
| |||
|
|
|
| 28,000 |
|
|
| 28,000 |
| CLP Holdings, Ltd. |
|
|
|
|
| 163,234 |
|
|
| 163,234 |
| |||
|
|
|
| 42,000 |
|
|
| 42,000 |
| Henderson Land Development Co., Ltd. |
|
|
|
|
| 246,747 |
|
|
| 246,747 |
| |||
|
| 430,648 |
| 214,652 |
|
|
| 645,300 |
| Hong Kong Exchanges and Clearing, Ltd. |
|
|
| 3,096,569 |
| 1,543,452 |
|
|
| 4,640,021 |
| |||
|
|
|
| 78,000 |
|
|
| 78,000 |
| Hopewell Holdings, Ltd. |
|
|
|
|
| 227,361 |
|
|
| 227,361 |
| |||
|
|
|
| 49,500 |
|
|
| 49,500 |
| Kerry Properties, Ltd. |
|
|
|
|
| 175,251 |
|
|
| 175,251 |
| |||
|
| 192,347 |
|
|
|
|
| 192,347 |
| Orient Overseas International Ltd. |
|
|
| 723,165 |
|
|
|
|
| 723,165 |
| |||
|
|
|
| 78,000 |
|
|
| 78,000 |
| Sun Hung Kai Properties, Ltd. |
|
|
|
|
| 891,337 |
|
|
| 891,337 |
| |||
F-28
Jennison |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison Global |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| |||
|
|
|
| 13,000 |
|
|
| 13,000 |
| Swire Pacific, Ltd. (Class “A” Shares) |
|
|
|
|
| 132,963 |
|
|
| 132,963 |
| |||
|
|
|
| 16,000 |
|
|
| 16,000 |
| Wharf Holdings |
|
|
|
|
| 64,179 |
|
|
| 64,179 |
| |||
|
|
|
|
|
|
|
|
|
| Ireland |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 47,743 |
|
|
| 47,743 |
| Allied Irish Banks PLC |
|
|
|
|
| 1,153,460 |
|
|
| 1,153,460 |
| |||
475,850 |
|
|
|
|
|
|
| 475,850 |
| Anglo Irish Bank Corp. PLC |
| 7,834,379 |
|
|
|
|
|
|
| 7,834,379 |
| |||
|
|
|
| 87,090 |
|
|
| 87,090 |
| Bank of Ireland |
|
|
|
|
| 1,632,718 |
|
|
| 1,632,718 |
| |||
|
|
|
| 11,853 |
|
|
| 11,853 |
| CRH PLC |
|
|
|
|
| 435,904 |
|
|
| 435,904 |
| |||
|
|
|
| 9,668 |
|
|
| 9,668 |
| Depfa Bank PLC |
|
|
|
|
| 182,104 |
|
|
| 182,104 |
| |||
|
| 32,900 |
| 3,409 |
|
|
| 36,309 |
| Irish Life & Permanent PLC |
|
|
| 837,043 |
| 86,963 |
|
|
| 924,006 |
| |||
|
|
|
|
|
|
|
|
|
| Israel |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 68,400 |
|
|
|
|
| 68,400 |
| Teva Pharmaceutical Industries Ltd., ADR |
|
|
| 2,770,200 |
|
|
|
|
| 2,770,200 |
| |||
|
|
|
|
|
|
|
|
|
| Italy |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 2,336 |
|
|
| 2,336 |
| Assicurazioni Generali SpA |
|
|
|
|
| 87,559 |
|
|
| 87,559 |
| |||
|
|
|
| 172,748 |
|
|
| 172,748 |
| Banca Intesa SpA |
|
|
|
|
| 1,024,318 |
|
|
| 1,024,318 |
| |||
|
|
|
| 22,619 |
|
|
| 22,619 |
| Banca Popolare di Milano Scrl |
|
|
|
|
| 285,934 |
|
|
| 285,934 |
| |||
|
|
|
| 39,221 |
|
|
| 39,221 |
| Banche Popolari Unite Scrl |
|
|
|
|
| 991,609 |
|
|
| 991,609 |
| |||
|
| 25,100 |
| 24,426 |
|
|
| 49,526 |
| Banco Popolare di Verona E Novara Scrl |
|
|
| 706,476 |
| 687,505 |
|
|
| 1,393,981 |
| |||
|
| 57,500 |
| 23,791 |
|
|
| 81,291 |
| Benetton Group SpA |
|
|
| 875,586 |
| 362,280 |
|
|
| 1,237,866 |
| |||
|
|
|
| 71,454 |
|
|
| 71,454 |
| Capitalia SpA |
|
|
|
|
| 620,210 |
|
|
| 620,210 |
| |||
|
|
|
| 88,368 |
|
|
| 88,368 |
| Enel SpA |
|
|
|
|
| 763,677 |
|
|
| 763,677 |
| |||
90,867 |
| 57,101 |
| 107,727 |
|
|
| 255,695 |
| ENI SpA |
| 2,774,250 |
| 1,743,344 |
| 3,289,001 |
|
|
| 7,806,595 |
| |||
|
| 164,300 |
|
|
|
|
| 164,300 |
| IFIL - Investments SpA |
|
|
| 1,006,354 |
|
|
|
|
| 1,006,354 |
| |||
|
|
|
| 8,356 |
|
|
| 8,356 |
| Italcementi SpA |
|
|
|
|
| 219,800 |
|
|
| 219,800 |
| |||
|
| 56,500 |
| 11,365 |
|
|
| 67,865 |
| Sanpaolo IMI SpA |
|
|
| 1,061,371 |
| 213,495 |
|
|
| 1,274,866 |
| |||
|
|
|
| 109,768 |
|
|
| 109,768 |
| Telecom Italia Mobile SpA |
|
|
|
|
| 274,614 |
|
|
| 274,614 |
| |||
|
|
|
| 167,827 |
|
|
| 167,827 |
| UniCredito Italiano SpA |
|
|
|
|
| 1,264,038 |
|
|
| 1,264,038 |
| |||
|
|
|
|
|
|
|
|
|
| Japan |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 8,950 |
|
|
| 8,950 |
| Acom Co., Ltd. |
|
|
|
|
| 521,916 |
|
|
| 521,916 |
| |||
|
|
|
| 15,800 |
|
|
| 15,800 |
| Advantest Corp. |
|
|
|
|
| 1,820,542 |
|
|
| 1,820,542 |
| |||
|
|
|
| 16,900 |
|
|
| 16,900 |
| Aisin Seiki Co., Ltd. |
|
|
|
|
| 635,243 |
|
|
| 635,243 |
| |||
|
| 33,973 |
|
|
|
|
| 33,973 |
| Alpine Electronics, Inc. |
|
|
| 483,347 |
|
|
|
|
| 483,347 |
| |||
|
| 54,025 |
| 30,975 |
|
|
| 85,000 |
| Alps Electric Co., Ltd. |
|
|
| 948,456 |
| 543,793 |
|
|
| 1,492,249 |
| |||
|
|
|
| 25,000 |
|
|
| 25,000 |
| Amada Co., Ltd. |
|
|
|
|
| 273,570 |
|
|
| 273,570 |
| |||
|
|
|
| 4,100 |
|
|
| 4,100 |
| Aoyama Trading Co., Ltd. |
|
|
|
|
| 137,549 |
|
|
| 137,549 |
| |||
|
| 38,953 |
| 12,647 |
|
|
| 51,600 |
| Asahi Breweries, Ltd. |
|
|
| 557,278 |
| 180,933 |
|
|
| 738,211 |
| |||
|
| 97,300 |
| 139,000 |
|
|
| 236,300 |
| Asahi Kasei Corp. |
|
|
| 719,506 |
| 1,027,866 |
|
|
| 1,747,372 |
| |||
|
|
|
| 14,300 |
|
|
| 14,300 |
| Astellas Pharma, Inc. |
|
|
|
|
| 596,540 |
|
|
| 596,540 |
| |||
|
| 212,418 |
| 139,882 |
|
|
| 352,300 |
| Bank of Fukuoka, Ltd. (The) |
|
|
| 1,830,080 |
| 1,205,149 |
|
|
| 3,035,229 |
| |||
|
| 301,620 |
|
|
|
|
| 301,620 |
| Bank of Yokohama Ltd. (The) |
|
|
| 2,365,491 |
|
|
|
|
| 2,365,491 |
| |||
|
|
|
| 47,063 |
|
|
| 47,063 |
| Canon, Inc. |
|
|
|
|
| 3,600,042 |
|
|
| 3,600,042 |
| |||
|
|
|
| 25,000 |
|
|
| 25,000 |
| Central Glass Co., Ltd. |
|
|
|
|
| 151,934 |
|
|
| 151,934 |
| |||
|
|
|
| 22,000 |
|
|
| 22,000 |
| Chiyoda Corp. |
|
|
|
|
| 494,621 |
|
|
| 494,621 |
| |||
|
|
|
| 33,600 |
|
|
| 33,600 |
| Chubu Electric Power Co., Inc. |
|
|
|
|
| 882,308 |
|
|
| 882,308 |
| |||
|
| 175,214 |
|
|
|
|
| 175,214 |
| Cosmo Oil Co., Ltd. |
|
|
| 1,007,906 |
|
|
|
|
| 1,007,906 |
| |||
96,100 |
|
|
|
|
|
|
| 96,100 |
| Credit Saison Co., Ltd. |
| 5,038,572 |
|
|
|
|
|
|
| 5,038,572 |
| |||
|
|
|
| 13,000 |
|
|
| 13,000 |
| Dai Nippon Printing Co., Ltd. |
|
|
|
|
| 232,907 |
|
|
| 232,907 |
| |||
|
|
|
| 46,000 |
|
|
| 46,000 |
| Dai Nippon Screen Manufacturing Co., Ltd. |
|
|
|
|
| 480,745 |
|
|
| 480,745 |
| |||
|
|
|
| 10,000 |
|
|
| 10,000 |
| Daido Steel Co., Ltd. |
|
|
|
|
| 91,775 |
|
|
| 91,775 |
| |||
|
|
|
| 6,100 |
|
|
| 6,100 |
| Daito Trust Construction Co., Ltd. |
|
|
|
|
| 317,148 |
|
|
| 317,148 |
| |||
|
| 23,000 |
| 26,000 |
|
|
| 49,000 |
| Daiwa Securities Group, Inc. |
|
|
| 318,948 |
| 360,550 |
|
|
| 679,498 |
| |||
|
| 175,214 |
| 116,286 |
|
|
| 291,500 |
| Denki Kagaku Kogyo K K |
|
|
| 803,247 |
| 533,099 |
|
|
| 1,336,346 |
| |||
|
|
|
| 19,900 |
|
|
| 19,900 |
| Denso Corp. |
|
|
|
|
| 781,215 |
|
|
| 781,215 |
| |||
|
|
|
| 77 |
|
|
| 77 |
| East Japan Railway Co. |
|
|
|
|
| 601,177 |
|
|
| 601,177 |
| |||
|
|
|
| 4,000 |
|
|
| 4,000 |
| Eisai Co., Ltd. |
|
|
|
|
| 183,024 |
|
|
| 183,024 |
| |||
|
|
|
| 28,454 |
|
|
| 28,454 |
| FamilyMart Co., Ltd. |
|
|
|
|
| 824,645 |
|
|
| 824,645 |
| |||
|
|
|
| 265 |
|
|
| 265 |
| Fuji Television Network, Inc. |
|
|
|
|
| 658,631 |
|
|
| 658,631 |
| |||
|
|
|
| 84,000 |
|
|
| 84,000 |
| Fujikura, Ltd. |
|
|
|
|
| 971,572 |
|
|
| 971,572 |
| |||
|
|
|
| 86,000 |
|
|
| 86,000 |
| Fujitsu, Ltd. |
|
|
|
|
| 716,761 |
|
|
| 716,761 |
| |||
|
|
|
| 6,000 |
|
|
| 6,000 |
| Hankyu Department Stores, Inc. |
|
|
|
|
| 54,802 |
|
|
| 54,802 |
| |||
|
|
|
| 9,200 |
|
|
| 9,200 |
| Hitachi Construction Machinery Co., Ltd. |
|
|
|
|
| 251,280 |
|
|
| 251,280 |
| |||
|
| 208,756 |
| 11,000 |
|
|
| 219,756 |
| Hitachi, Ltd. |
|
|
| 1,552,859 |
| 81,825 |
|
|
| 1,634,684 |
| |||
|
| 42,347 |
| 453 |
|
|
| 42,800 |
| Hokkaido Electric Power Co., Inc. |
|
|
| 942,780 |
| 10,085 |
|
|
| 952,865 |
| |||
|
| 94,553 |
|
|
|
|
| 94,553 |
| Hokuetsu Paper Mills Ltd. |
|
|
| 542,248 |
|
|
|
|
| 542,248 |
| |||
|
| 36,713 |
| 43,587 |
|
|
| 80,300 |
| Honda Motor Co., Ltd. |
|
|
| 2,608,424 |
| 3,096,815 |
|
|
| 5,705,239 |
| |||
70,950 |
|
|
|
|
|
|
| 70,950 |
| Honeys Co., Ltd. |
| 3,863,259 |
|
|
|
|
|
|
| 3,863,259 |
| |||
|
| 42,555 |
|
|
|
|
| 42,555 |
| Hosiden Corp. |
|
|
| 497,064 |
|
|
|
|
| 497,064 |
| |||
|
| 33,400 |
| 25,400 |
|
|
| 58,800 |
| Hoya Corp. |
|
|
| 1,352,251 |
| 1,028,358 |
|
|
| 2,380,609 |
| |||
|
|
|
| 3,600 |
|
|
| 3,600 |
| Isetan Co., Ltd. |
|
|
|
|
| 73,824 |
|
|
| 73,824 |
| |||
|
|
|
| 67,000 |
|
|
| 67,000 |
| Itochu Corp. |
|
|
|
|
| 608,422 |
|
|
| 608,422 |
| |||
|
| 25,330 |
| 26,770 |
|
|
| 52,100 |
| JS Group Corp. |
|
|
| 563,927 |
| 595,986 |
|
|
| 1,159,913 |
| |||
|
| 109,677 |
|
|
|
|
| 109,677 |
| Kaken Pharmaceutical Co. Ltd. |
|
|
| 886,162 |
|
|
|
|
| 886,162 |
| |||
|
| 43,000 |
| 12,900 |
|
|
| 55,900 |
| Kansai Electric Power Co., Inc. (The) |
|
|
| 1,006,411 |
| 301,923 |
|
|
| 1,308,334 |
| |||
|
|
|
| 19,000 |
|
|
| 19,000 |
| Kawasaki Kisen Kaisha, Ltd. |
|
|
|
|
| 119,475 |
|
|
| 119,475 |
| |||
|
|
|
| 41 |
|
|
| 41 |
| KDDI Corp. |
|
|
|
|
| 252,773 |
|
|
| 252,773 |
| |||
|
|
|
| 860 |
|
|
| 860 |
| Keyence Corp. |
|
|
|
|
| 225,678 |
|
|
| 225,678 |
| |||
|
|
|
| 113,000 |
|
|
| 113,000 |
| Komatsu, Ltd. |
|
|
|
|
| 2,416,502 |
|
|
| 2,416,502 |
| |||
|
|
|
| 11,500 |
|
|
| 11,500 |
| Konica Minolta Holdings, Inc. |
|
|
|
|
| 151,495 |
|
|
| 151,495 |
| |||
|
|
|
| 21,000 |
|
|
| 21,000 |
| Kubota Corp. |
|
|
|
|
| 237,360 |
|
|
| 237,360 |
| |||
|
| 203,600 |
|
|
|
|
| 203,600 |
| Kurabo Industries Ltd. |
|
|
| 686,624 |
|
|
|
|
| 686,624 |
| |||
F-29
Jennison |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison Global |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| |||
|
|
|
| 3,100 |
|
|
| 3,100 |
| Kyocera Corp. |
|
|
|
|
| 289,404 |
|
|
| 289,404 |
| |||
|
|
|
| 40,200 |
|
|
| 40,200 |
| Kyushu Electric Power Co., Inc. |
|
|
|
|
| 939,112 |
|
|
| 939,112 |
| |||
|
|
|
| 10,600 |
|
|
| 10,600 |
| Leopalace21 Corp. |
|
|
|
|
| 413,332 |
|
|
| 413,332 |
| |||
|
|
|
| 22,000 |
|
|
| 22,000 |
| Makita Corp. |
|
|
|
|
| 653,054 |
|
|
| 653,054 |
| |||
|
| 173,200 |
| 260,222 |
|
|
| 433,422 |
| Marubeni Corp. |
|
|
| 997,841 |
| 1,499,193 |
|
|
| 2,497,034 |
| |||
|
|
|
| 7,800 |
|
|
| 7,800 |
| Marui Co., Ltd. |
|
|
|
|
| 150,705 |
|
|
| 150,705 |
| |||
|
|
|
| 14,100 |
|
|
| 14,100 |
| Matsui Securities Co., Ltd. |
|
|
|
|
| 188,594 |
|
|
| 188,594 |
| |||
|
|
|
| 72,000 |
|
|
| 72,000 |
| Matsushita Electric Industrial Co., Ltd. |
|
|
|
|
| 1,738,901 |
|
|
| 1,738,901 |
| |||
|
| 158 |
|
|
|
|
| 158 |
| Millea Holdings Inc. |
|
|
| 3,149,870 |
|
|
|
|
| 3,149,870 |
| |||
|
| 152,478 |
| 35,843 |
|
|
| 188,321 |
| Mitsubishi Chemical, Inc. |
|
|
| 964,161 |
| 226,645 |
|
|
| 1,190,806 |
| |||
315,000 |
|
|
| 59,500 |
|
|
| 374,500 |
| Mitsubishi Corp. |
| 7,621,526 |
|
|
| 1,439,621 |
|
|
| 9,061,147 |
| |||
|
|
|
| 12,000 |
|
|
| 12,000 |
| Mitsubishi Electric Corp. |
|
|
|
|
| 104,439 |
|
|
| 104,439 |
| |||
158,000 |
|
|
|
|
|
|
| 158,000 |
| Mitsubishi Estate Co., Ltd. |
| 3,455,144 |
|
|
|
|
|
|
| 3,455,144 |
| |||
|
|
|
| 83,000 |
|
|
| 83,000 |
| Mitsubishi Gas Chemical Co., Inc. |
|
|
|
|
| 1,102,876 |
|
|
| 1,102,876 |
| |||
|
|
|
| 83,000 |
|
|
| 83,000 |
| Mitsubishi Heavy Industries, Ltd. |
|
|
|
|
| 411,118 |
|
|
| 411,118 |
| |||
|
|
|
| 74,000 |
|
|
| 74,000 |
| Mitsubishi Rayon Co., Ltd. |
|
|
|
|
| 681,737 |
|
|
| 681,737 |
| |||
521 |
|
|
| 140 |
|
|
| 661 |
| Mitsubishi UFJ Financial Group, Inc. |
| 8,190,314 |
|
|
| 2,200,852 |
|
|
| 10,391,166 |
| |||
|
|
|
| 87,000 |
|
|
| 87,000 |
| Mitsui & Co., Ltd. |
|
|
|
|
| 1,314,952 |
|
|
| 1,314,952 |
| |||
|
|
|
| 16,000 |
|
|
| 16,000 |
| Mitsui Mining & Smelting Co., Ltd. |
|
|
|
|
| 111,290 |
|
|
| 111,290 |
| |||
|
|
|
| 142,000 |
|
|
| 142,000 |
| Mitsui O.S.K. Lines, Ltd. |
|
|
|
|
| 1,016,379 |
|
|
| 1,016,379 |
| |||
|
|
|
| 471 |
|
|
| 471 |
| Mizuho Financial Group, Inc. |
|
|
|
|
| 4,016,521 |
|
|
| 4,016,521 |
| |||
|
|
|
| 28,000 |
|
|
| 28,000 |
| NGK SPARK PUG Co., Ltd. |
|
|
|
|
| 614,763 |
|
|
| 614,763 |
| |||
|
|
|
| 23,000 |
|
|
| 23,000 |
| NHK Spring Co., Ltd. |
|
|
|
|
| 266,632 |
|
|
| 266,632 |
| |||
|
|
|
| 7,000 |
|
|
| 7,000 |
| Nikon Corp. |
|
|
|
|
| 137,707 |
|
|
| 137,707 |
| |||
|
| 166,300 |
| 232,000 |
|
|
| 398,300 |
| Nippon Oil Corp. |
|
|
| 1,315,912 |
| 1,835,788 |
|
|
| 3,151,700 |
| |||
|
|
|
| 20,000 |
|
|
| 20,000 |
| Nippon Shokubai Co., Ltd. |
|
|
|
|
| 245,554 |
|
|
| 245,554 |
| |||
|
| 431 |
| 534 |
|
|
| 965 |
| Nippon Telegraph and Telephone Corp. |
|
|
| 1,930,444 |
| 2,391,780 |
|
|
| 4,322,224 |
| |||
|
|
|
| 32 |
|
|
| 32 |
| Nippon Paper Group, Inc. |
|
|
|
|
| 136,864 |
|
|
| 136,864 |
| |||
|
| 119 |
|
|
|
|
| 119 |
| Nippon Unipac Group Inc. |
|
|
| 508,962 |
|
|
|
|
| 508,962 |
| |||
|
|
|
| 97,000 |
|
|
| 97,000 |
| Nippon Yusen Kabushiki Kaisha |
|
|
|
|
| 594,616 |
|
|
| 594,616 |
| |||
|
| 29,116 |
|
|
|
|
| 29,116 |
| Nipro Corp. |
|
|
| 495,047 |
|
|
|
|
| 495,047 |
| |||
274,300 |
|
|
|
|
|
|
| 274,300 |
| Nishimatsuya Chain Co., Ltd. |
| 6,154,977 |
|
|
|
|
|
|
| 6,154,977 |
| |||
448,000 |
|
|
|
|
|
|
| 448,000 |
| Nissan Chemical Industries, Ltd. |
| 7,593,554 |
|
|
|
|
|
|
| 7,593,554 |
| |||
523,700 |
| 120,830 |
| 116,670 |
|
|
| 761,200 |
| Nissan Motor Co., Ltd. |
| 6,885,161 |
| 1,588,570 |
| 1,533,878 |
|
|
| 10,007,609 |
| |||
|
|
|
| 30,200 |
|
|
| 30,200 |
| Nisshin Seifun Group, Inc. |
|
|
|
|
| 323,311 |
|
|
| 323,311 |
| |||
|
|
|
| 1,300 |
|
|
| 1,300 |
| Nitori Co., Ltd. |
|
|
|
|
| 70,329 |
|
|
| 70,329 |
| |||
|
|
|
| 18,500 |
|
|
| 18,500 |
| Nomura Holdings, Inc. |
|
|
|
|
| 418,368 |
|
|
| 418,368 |
| |||
|
| 165,647 |
| 113,753 |
|
|
| 279,400 |
| NSK, Ltd. |
|
|
| 1,498,410 |
| 1,028,987 |
|
|
| 2,527,397 |
| |||
|
|
|
| 18,000 |
|
|
| 18,000 |
| NTN Corp. |
|
|
|
|
| 148,597 |
|
|
| 148,597 |
| |||
|
|
|
| 140 |
|
|
| 140 |
| NTT Data Corp. |
|
|
|
|
| 647,960 |
|
|
| 647,960 |
| |||
|
| 1,200 |
| 671 |
|
|
| 1,871 |
| NTT DoCoMo, Inc. |
|
|
| 1,791,595 |
| 1,001,800 |
|
|
| 2,793,395 |
| |||
|
|
|
| 34,000 |
|
|
| 34,000 |
| Obayashi Corp. |
|
|
|
|
| 260,080 |
|
|
| 260,080 |
| |||
|
| 105,200 |
| 30,000 |
|
|
| 135,200 |
| Oji Paper Co., Ltd. |
|
|
| 628,253 |
| 179,160 |
|
|
| 807,413 |
| |||
|
|
|
| 2,900 |
|
|
| 2,900 |
| ORIX Corp. |
|
|
|
|
| 871,031 |
|
|
| 871,031 |
| |||
|
| 39,644 |
|
|
|
|
| 39,644 |
| Okasan Holdings, Inc. |
|
|
| 447,394 |
|
|
|
|
| 447,394 |
| |||
|
| 285,407 |
| 234,993 |
|
|
| 520,400 |
| Osaka Gas Co., Ltd. |
|
|
| 1,067,785 |
| 879,173 |
|
|
| 1,946,958 |
| |||
|
|
|
| 5,750 |
|
|
| 5,750 |
| Promise Co., Ltd. |
|
|
|
|
| 354,499 |
|
|
| 354,499 |
| |||
|
| 99,079 |
|
|
|
|
| 99,079 |
| Rengo Co. Ltd. |
|
|
| 781,390 |
|
|
|
|
| 781,390 |
| |||
|
| 34,500 |
| 28,000 |
|
|
| 62,500 |
| Ricoh Co., Ltd. |
|
|
| 684,758 |
| 555,746 |
|
|
| 1,240,504 |
| |||
|
|
|
| 3,000 |
|
|
| 3,000 |
| Sankyo Co., Ltd. |
|
|
|
|
| 212,884 |
|
|
| 212,884 |
| |||
|
|
|
| 31,000 |
|
|
| 31,000 |
| Sanwa Shutter Corp. |
|
|
|
|
| 212,084 |
|
|
| 212,084 |
| |||
|
| 45,000 |
|
|
|
|
| 45,000 |
| Secom Co., Ltd. |
|
|
| 2,454,222 |
|
|
|
|
| 2,454,222 |
| |||
|
|
|
| 35,100 |
|
|
| 35,100 |
| Sega Sammy Holdings, Inc. |
|
|
|
|
| 1,399,499 |
|
|
| 1,399,499 |
| |||
|
| 147,300 |
|
|
|
|
| 147,300 |
| Sharp Corp. |
|
|
| 2,585,981 |
|
|
|
|
| 2,585,981 |
| |||
|
|
|
| 3,300 |
|
|
| 3,300 |
| Shin-Etsu Chemical Co., Ltd. |
|
|
|
|
| 190,700 |
|
|
| 190,700 |
| |||
|
| 126,100 |
| 8,000 |
|
|
| 134,100 |
| Shiseido Co., Ltd. |
|
|
| 2,441,931 |
| 154,920 |
|
|
| 2,596,851 |
| |||
|
| 78,000 |
|
|
|
|
| 78,000 |
| SMK Corporation |
|
|
| 566,513 |
|
|
|
|
| 566,513 |
| |||
|
|
|
| 12,400 |
|
|
| 12,400 |
| Sony Corp. |
|
|
|
|
| 622,913 |
|
|
| 622,913 |
| |||
|
|
|
| 30,000 |
|
|
| 30,000 |
| Sumitomo Chemical Co., Ltd. |
|
|
|
|
| 262,943 |
|
|
| 262,943 |
| |||
|
|
|
| 90,000 |
|
|
| 90,000 |
| Sumitomo Corp. |
|
|
|
|
| 1,348,439 |
|
|
| 1,348,439 |
| |||
|
|
|
| 16,000 |
|
|
| 16,000 |
| Sumitomo Electric Industries, Ltd. |
|
|
|
|
| 254,055 |
|
|
| 254,055 |
| |||
|
|
|
| 32,000 |
|
|
| 32,000 |
| Sumitomo Heavy Industries, Ltd. |
|
|
|
|
| 337,241 |
|
|
| 337,241 |
| |||
|
|
|
| 494,000 |
|
|
| 494,000 |
| Sumitomo Metal Industries, Ltd. |
|
|
|
|
| 2,082,466 |
|
|
| 2,082,466 |
| |||
|
|
|
| 143 |
|
|
| 143 |
| Sumitomo Mitsui Financial Group, Inc. |
|
|
|
|
| 1,569,841 |
|
|
| 1,569,841 |
| |||
|
| 251 |
| 118,749 |
|
|
| 119,000 |
| Sumitomo Osaka Cement Co., Ltd. |
|
|
| 921 |
| 435,929 |
|
|
| 436,850 |
| |||
|
| 73,931 |
| 56,269 |
|
|
| 130,200 |
| Sumitomo Trust & Banking Co., Ltd. (The) |
|
|
| 786,935 |
| 598,938 |
|
|
| 1,385,873 |
| |||
138,000 |
|
|
| 11,000 |
|
|
| 149,000 |
| Sumitomo Realty & Development Co., Ltd. |
| 3,660,124 |
|
|
| 291,749 |
|
|
| 3,951,873 |
| |||
446,000 |
|
|
|
|
|
|
| 446,000 |
| Suruga Bank Ltd. (The) |
| 6,231,818 |
|
|
|
|
|
|
| 6,231,818 |
| |||
|
|
|
| 9,000 |
|
|
| 9,000 |
| Suzuken Co., Ltd. |
|
|
|
|
| 324,068 |
|
|
| 324,068 |
| |||
|
|
|
| 5,141 |
|
|
| 5,141 |
| Taiheiyo Cement Corp. |
|
|
|
|
| 25,013 |
|
|
| 25,013 |
| |||
|
|
|
| 39,000 |
|
|
| 39,000 |
| Taisei Corp. |
|
|
|
|
| 174,338 |
|
|
| 174,338 |
| |||
|
|
|
| 28,000 |
|
|
| 28,000 |
| Takeda Chemical Industries, Ltd. |
|
|
|
|
| 1,711,500 |
|
|
| 1,711,500 |
| |||
|
| 15,019 |
| 7,901 |
|
|
| 22,920 |
| Takefuji Corp. |
|
|
| 976,073 |
| 513,480 |
|
|
| 1,489,553 |
| |||
|
| 91,259 |
| 62,641 |
|
|
| 153,900 |
| Tanabe Seiyaku Co., Ltd. |
|
|
| 1,075,568 |
| 738,280 |
|
|
| 1,813,848 |
| |||
|
|
|
| 4,700 |
|
|
| 4,700 |
| TDK Corp. |
|
|
|
|
| 393,369 |
|
|
| 393,369 |
| |||
|
|
|
| 47,000 |
|
|
| 47,000 |
| Teijin, Ltd. |
|
|
|
|
| 322,373 |
|
|
| 322,373 |
| |||
|
| 25,700 |
|
|
|
|
| 25,700 |
| Tohoku Electric Power Co., Inc. |
|
|
| 592,478 |
|
|
|
|
| 592,478 |
| |||
|
|
|
| 8,000 |
|
|
| 8,000 |
| Tokuyama Corp. |
|
|
|
|
| 132,016 |
|
|
| 132,016 |
| |||
|
|
|
| 27,300 |
|
|
| 27,300 |
| Tokyo Electric Power Co., Inc. (The) |
|
|
|
|
| 701,291 |
|
|
| 701,291 |
| |||
F-30
Jennison |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison Global |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| |||
|
|
|
| 15,400 |
|
|
| 15,400 |
| Tokyo Electron, Ltd. |
|
|
|
|
| 1,109,033 |
|
|
| 1,109,033 |
| |||
|
| 558,900 |
|
|
|
|
| 558,900 |
| Tokyo Gas Co., Ltd. |
|
|
| 2,704,553 |
|
|
|
|
| 2,704,553 |
| |||
|
| 74,300 |
|
|
|
|
| 74,300 |
| Tokyo Steel Mfg Co., Ltd. |
|
|
| 1,575,853 |
|
|
|
|
| 1,575,853 |
| |||
562,000 |
|
|
|
|
|
|
| 562,000 |
| Tokyo Tatemono Co., Ltd. |
| 6,490,405 |
|
|
|
|
|
|
| 6,490,405 |
| |||
|
| 15,000 |
|
|
|
|
| 15,000 |
| Toppan Printing Co., Ltd. |
|
|
| 200,369 |
|
|
|
|
| 200,369 |
| |||
|
|
|
| 14,000 |
|
|
| 14,000 |
| Toray Industries, Inc. |
|
|
|
|
| 131,190 |
|
|
| 131,190 |
| |||
|
|
|
| 159,000 |
|
|
| 159,000 |
| Toshiba Corp. |
|
|
|
|
| 1,012,383 |
|
|
| 1,012,383 |
| |||
|
|
|
| 18,000 |
|
|
| 18,000 |
| Toyo Suisan Kaisha, Ltd. |
|
|
|
|
| 274,430 |
|
|
| 274,430 |
| |||
|
|
|
| 2,100 |
|
|
| 2,100 |
| Toyota Industries Corp. |
|
|
|
|
| 93,690 |
|
|
| 93,690 |
| |||
|
| 98,866 |
| 95,334 |
|
|
| 194,200 |
| Toyota Motor Corp. |
|
|
| 5,782,704 |
| 5,576,117 |
|
|
| 11,358,821 |
| |||
57,500 |
|
|
|
|
|
|
| 57,500 |
| Union Tool Co. |
| 3,726,782 |
|
|
|
|
|
|
| 3,726,782 |
| |||
|
| 36,420 |
| 20,980 |
|
|
| 57,400 |
| UNY Co., Ltd. |
|
|
| 650,900 |
| 374,955 |
|
|
| 1,025,855 |
| |||
|
|
|
| 25 |
|
|
| 25 |
| West Japan Railway Co. |
|
|
|
|
| 111,096 |
|
|
| 111,096 |
| |||
|
|
|
| 3,200 |
|
|
| 3,200 |
| Yamada Denki Co., Ltd. |
|
|
|
|
| 348,764 |
|
|
| 348,764 |
| |||
|
|
|
| 10,600 |
|
|
| 10,600 |
| Yamaha Corp. |
|
|
|
|
| 195,960 |
|
|
| 195,960 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| Liechtenstein |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 4,341 |
|
|
|
|
| 4,341 |
| Verwaltungs und Privat Bank AG |
|
|
| 1,001,069 |
|
|
|
|
| 1,001,069 |
| |||
|
|
|
|
|
|
|
|
|
| Luxembourg |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 4,557 |
|
|
| 4,557 |
| Arcelor |
|
|
|
|
| 187,422 |
|
|
| 187,422 |
| |||
|
|
|
|
|
|
|
|
|
| Mexico |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 105,013 |
|
|
|
|
| 105,013 |
| America Movil SA de CV ADR |
|
|
| 3,876,030 |
|
|
|
|
| 3,876,030 |
| |||
|
| 739,198 |
|
|
|
|
| 739,198 |
| Wal-Mart de Mexico SA de CV |
|
|
| 2,107,223 |
|
|
|
|
| 2,107,223 |
| |||
|
|
|
|
|
|
|
|
|
| Netherlands |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 35,474 |
| 36,645 |
|
|
| 72,119 |
| ABN AMRO Holding NV |
|
|
| 1,060,228 |
| 1,095,226 |
|
|
| 2,155,454 |
| |||
|
| 39,600 |
| 125,421 |
|
|
| 165,021 |
| Aegon NV |
|
|
| 722,916 |
| 2,289,617 |
|
|
| 3,012,533 |
| |||
|
|
|
| 31,019 |
|
|
| 31,019 |
| Buhrmann NV |
|
|
|
|
| 601,486 |
|
|
| 601,486 |
| |||
|
|
|
| 5,336 |
|
|
| 5,336 |
| Corio NV |
|
|
|
|
| 337,606 |
|
|
| 337,606 |
| |||
|
| 25,387 |
|
|
|
|
| 25,387 |
| Euronext NV |
|
|
| 2,269,213 |
|
|
|
|
| 2,269,213 |
| |||
|
|
|
| 48,774 |
|
|
| 48,774 |
| European Aeronautic Defence and Space Co. |
|
|
|
|
| 1,924,771 |
|
|
| 1,924,771 |
| |||
|
|
|
| 6,711 |
|
|
| 6,711 |
| Heineken NV |
|
|
|
|
| 271,864 |
|
|
| 271,864 |
| |||
|
| 72,348 |
| 87,431 |
|
|
| 159,779 |
| ING Groep NV |
|
|
| 2,944,522 |
| 3,558,393 |
|
|
| 6,502,915 |
| |||
|
|
|
| 27,571 |
|
|
| 27,571 |
| James Hardie Industries NV |
|
|
|
|
| 197,950 |
|
|
| 197,950 |
| |||
|
|
|
| 16,961 |
|
|
| 16,961 |
| Koninklijke DSM NV |
|
|
|
|
| 773,756 |
|
|
| 773,756 |
| |||
|
|
|
| 5,646 |
|
|
| 5,646 |
| Randstad Holdings NV |
|
|
|
|
| 375,384 |
|
|
| 375,384 |
| |||
|
|
|
| 128,121 |
|
|
| 128,121 |
| Royal KPN NV |
|
|
|
|
| 1,504,853 |
|
|
| 1,504,853 |
| |||
86,600 |
| 50,280 |
|
|
|
|
| 136,880 |
| Schlumberger, Ltd.(e) |
| 5,987,524 |
| 3,476,359 |
|
|
|
|
| 9,463,883 |
| |||
|
|
|
| 26,318 |
|
|
| 26,318 |
| Unilever NV |
|
|
|
|
| 1,900,870 |
|
|
| 1,900,870 |
| |||
|
|
|
| 1,932 |
|
|
| 1,932 |
| Wereldhave NV |
|
|
|
|
| 201,575 |
|
|
| 201,575 |
| |||
|
|
|
| 26,066 |
|
|
| 26,066 |
| Wolters Kluwer NV |
|
|
|
|
| 679,076 |
|
|
| 679,076 |
| |||
|
|
|
|
|
|
|
|
|
| New Zealand |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 60,000 |
|
|
| 60,000 |
| Air New Zealand, Ltd. |
|
|
|
|
| 49,048 |
|
|
| 49,048 |
| |||
|
|
|
| 70,573 |
|
|
| 70,573 |
| Fletcher Building, Ltd. |
|
|
|
|
| 410,152 |
|
|
| 410,152 |
| |||
|
|
|
| 5,000 |
|
|
| 5,000 |
| Sky City Entertainment Group, Ltd. |
|
|
|
|
| 17,339 |
|
|
| 17,339 |
| |||
|
|
|
| 20,000 |
|
|
| 20,000 |
| Tower, Ltd.(a) |
|
|
|
|
| 34,615 |
|
|
| 34,615 |
| |||
|
|
|
|
|
|
|
|
|
| Norway |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 109,809 |
|
|
| 109,809 |
| DBN NOR ASA |
|
|
|
|
| 1,522,849 |
|
|
| 1,522,849 |
| |||
|
| 10,200 |
| 9,815 |
|
|
| 20,015 |
| Norsk Hydro ASA(a) |
|
|
| 1,570,071 |
| 1,510,808 |
|
|
| 3,080,879 |
| |||
|
|
|
| 2,851 |
|
|
| 2,851 |
| Orkla ASA |
|
|
|
|
| 150,060 |
|
|
| 150,060 |
| |||
|
|
|
| 12,300 |
|
|
| 12,300 |
| Yara International ASA |
|
|
|
|
| 198,011 |
|
|
| 198,011 |
| |||
|
|
|
|
|
|
|
|
|
| Portugal |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 138,991 |
|
|
| 138,991 |
| Banco Comercial Portugues SA |
|
|
|
|
| 424,352 |
|
|
| 424,352 |
| |||
|
| 200,200 |
| 264,250 |
|
|
| 464,450 |
| Energias de Portugal SA |
|
|
| 788,030 |
| 1,040,144 |
|
|
| 1,828,174 |
| |||
|
|
|
| 10,757 |
|
|
| 10,757 |
| Jeronimo Martins SGPS SA |
|
|
|
|
| 194,067 |
|
|
| 194,067 |
| |||
|
|
|
|
|
|
|
|
|
| Russia |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 16,900 |
|
|
|
|
| 16,900 |
| LUKOIL, ADR |
|
|
| 1,529,450 |
|
|
|
|
| 1,529,450 |
| |||
|
|
|
|
|
|
|
|
|
| Singapore |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 150,000 |
|
|
| 150,000 |
| Cosco Corp. Singapore, Ltd. |
|
|
|
|
| 135,682 |
|
|
| 135,682 |
| |||
|
|
|
| 16,000 |
|
|
| 16,000 |
| Fraser & Neave, Ltd. |
|
|
|
|
| 223,670 |
|
|
| 223,670 |
| |||
|
|
|
| 1,000 |
|
|
| 1,000 |
| Haw Par Corp., Ltd. |
|
|
|
|
| 3,922 |
|
|
| 3,922 |
| |||
|
|
|
| 35,000 |
|
|
| 35,000 |
| Jardine Cycle & Carriage, Ltd. |
|
|
|
|
| 247,960 |
|
|
| 247,960 |
| |||
|
|
|
| 48,000 |
|
|
| 48,000 |
| Keppel Corp., Ltd. |
|
|
|
|
| 464,546 |
|
|
| 464,546 |
| |||
|
|
|
| 63,000 |
|
|
| 63,000 |
| Keppel Land, Ltd. |
|
|
|
|
| 188,892 |
|
|
| 188,892 |
| |||
|
|
|
| 12,600 |
|
|
| 12,600 |
| K-REIT Asia(a) |
|
|
|
|
| 11,876 |
|
|
| 11,876 |
| |||
|
| 419,960 |
|
|
|
|
| 419,960 |
| Mobileone Ltd. (a) |
|
|
| 571,139 |
|
|
|
|
| 571,139 |
| |||
|
| 307,141 |
| 209,059 |
|
|
| 516,200 |
| Neptune Orient Lines, Ltd. |
|
|
| 442,964 |
| 301,508 |
|
|
| 744,472 |
| |||
|
| 97,000 |
| 92,000 |
|
|
| 189,000 |
| Singapore Airlines, Ltd. |
|
|
| 871,276 |
| 826,365 |
|
|
| 1,697,641 |
| |||
|
|
|
| 30,000 |
|
|
| 30,000 |
| Singapore Petroleum Co., Ltd. |
|
|
|
|
| 109,115 |
|
|
| 109,115 |
| |||
|
|
|
| 200,000 |
|
|
| 200,000 |
| Singapore Post, Ltd. |
|
|
|
|
| 142,957 |
|
|
| 142,957 |
| |||
|
|
|
| 3 |
|
|
| 3 |
| Singapore Telecommunications, Ltd. |
|
|
|
|
| 5 |
|
|
| 5 |
| |||
|
|
|
| 33,000 |
|
|
| 33,000 |
| United Overseas Bank, Ltd. |
|
|
|
|
| 340,249 |
|
|
| 340,249 |
| |||
|
|
|
| 30,000 |
|
|
| 30,000 |
| United Overseas Land, Ltd. |
|
|
|
|
| 58,068 |
|
|
| 58,068 |
| |||
|
|
|
|
|
|
|
|
|
| South Korea |
|
|
|
|
|
|
|
|
|
|
| |||
|
| 27,220 |
|
|
|
|
| 27,220 |
| Hyundai Motor Co. |
|
|
| 2,392,428 |
|
|
|
|
| 2,392,428 |
| |||
|
| 16,421 |
|
|
|
|
| 16,421 |
| Kookmin Bank(a) |
|
|
| 1,471,135 |
|
|
|
|
| 1,471,135 |
| |||
F-31
Jennison |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison Global |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| |||
|
| 2,545 |
|
|
|
|
| 2,545 |
| Samsung Electronics Co. Ltd. |
|
|
| 1,737,680 |
|
|
|
|
| 1,737,680 |
| |||
|
| 44,162 |
|
|
|
|
| 44,162 |
| Shinhan Financial Group Co. Ltd. |
|
|
| 2,200,609 |
|
|
|
|
| 2,200,609 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| Spain |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 6,390 |
|
|
| 6,390 |
| Acerinox SA |
|
|
|
|
| 107,462 |
|
|
| 107,462 |
| |||
|
|
|
| 8,631 |
|
|
| 8,631 |
| Antena 3 de Television SA |
|
|
|
|
| 227,361 |
|
|
| 227,361 |
| |||
337,484 |
|
|
| 82,580 |
|
|
| 420,064 |
| Banco Bilbao Vizcaya Argentaria SA |
| 7,455,270 |
|
|
| 1,824,253 |
|
|
| 9,279,523 |
| |||
|
| 67,941 |
| 213,349 |
|
|
| 281,290 |
| Banco Santander Central Hispano SA |
|
|
| 1,053,435 |
| 3,308,008 |
|
|
| 4,361,443 |
| |||
|
| 7,100 |
|
|
|
|
| 7,100 |
| Compania Espanola de Petroleos, SA |
|
|
| 428,254 |
|
|
|
|
| 428,254 |
| |||
|
| 68,200 |
| 77,226 |
|
|
| 145,426 |
| Endesa SA |
|
|
| 2,264,614 |
| 2,564,327 |
|
|
| 4,828,941 |
| |||
|
|
|
| 1,420 |
|
|
| 1,420 |
| Fomento de Construcciones y Contratas SA |
|
|
|
|
| 115,192 |
|
|
| 115,192 |
| |||
|
|
|
| 44,616 |
|
|
| 44,616 |
| Iberdrola SA |
|
|
|
|
| 1,453,352 |
|
|
| 1,453,352 |
| |||
|
|
|
| 9,304 |
|
|
| 9,304 |
| Industria de Diseno Tectil SA (Inditex) |
|
|
|
|
| 378,550 |
|
|
| 378,550 |
| |||
|
| 56,547 |
| 70,354 |
|
|
| 126,901 |
| Repsol YPF SA |
|
|
| 1,689,333 |
| 2,101,815 |
|
|
| 3,791,148 |
| |||
|
| 57,416 |
|
|
|
|
| 57,416 |
| Sogecable SA |
|
|
| 2,175,266 |
|
|
|
|
| 2,175,266 |
| |||
|
|
|
| 88,688 |
|
|
| 88,688 |
| Telefonica SA |
|
|
|
|
| 1,420,995 |
|
|
| 1,420,995 |
| |||
|
| 5,361 |
| 18,430 |
|
|
| 23,791 |
| Union Fenosa SA |
|
|
| 207,300 |
| 712,656 |
|
|
| 919,956 |
| |||
|
|
|
|
|
|
|
|
|
| Sweden |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 6,152 |
|
|
| 6,152 |
| Billerud AB |
|
|
|
|
| 106,168 |
|
|
| 106,168 |
| |||
|
| 36,700 |
|
|
|
|
| 36,700 |
| Electrolux AB, Series B |
|
|
| 1,099,639 |
|
|
|
|
| 1,099,639 |
| |||
|
|
|
| 15,728 |
|
|
| 15,728 |
| Eniro AB |
|
|
|
|
| 172,580 |
|
|
| 172,580 |
| |||
|
| 167,086 |
|
|
|
|
| 167,086 |
| Nordea Bank AB |
|
|
| 2,151,268 |
|
|
|
|
| 2,151,268 |
| |||
|
|
|
| 1,500 |
|
|
| 1,500 |
| Sandvik AB |
|
|
|
|
| 97,634 |
|
|
| 97,634 |
| |||
|
|
|
| 37,987 |
|
|
| 37,987 |
| Skandinaviska Enskilda Banken AB (Class “A” Shares) |
|
|
|
|
| 957,534 |
|
|
| 957,534 |
| |||
|
|
|
| 5,004 |
|
|
| 5,004 |
| SSAB Svenskt Stal AB (Class “A” Shares) |
|
|
|
|
| 295,109 |
|
|
| 295,109 |
| |||
|
|
|
| 3,800 |
|
|
| 3,800 |
| Svenska Cellulosa AB (Class “B” Shares) |
|
|
|
|
| 172,209 |
|
|
| 172,209 |
| |||
|
|
|
| 9,800 |
|
|
| 9,800 |
| Svenska Handelbanken AB (Class “A” Shares) |
|
|
|
|
| 281,651 |
|
|
| 281,651 |
| |||
|
|
|
| 60,900 |
|
|
| 60,900 |
| Swedish Match AB |
|
|
|
|
| 914,439 |
|
|
| 914,439 |
| |||
|
|
|
| 218,797 |
|
|
| 218,797 |
| Telefonaktiebolaget LM Ericsson (Class “B” Shares) |
|
|
|
|
| 778,965 |
|
|
| 778,965 |
| |||
|
|
|
| 57,175 |
|
|
| 57,175 |
| TeliaSonera AB |
|
|
|
|
| 355,057 |
|
|
| 355,057 |
| |||
|
|
|
| 40,320 |
|
|
| 40,320 |
| Volvo AB (Class “B” Shares) |
|
|
|
|
| 2,027,205 |
|
|
| 2,027,205 |
| |||
|
|
|
|
|
|
|
|
|
| Switzerland |
|
|
|
|
|
|
|
|
|
|
| |||
50,900 |
|
|
|
|
|
|
| 50,900 |
| Alcon, Inc. |
| 5,177,039 |
|
|
|
|
|
|
| 5,177,039 |
| |||
|
| 14,000 |
|
|
|
|
| 14,000 |
| Baloise Holding |
|
|
| 1,069,021 |
|
|
|
|
| 1,069,021 |
| |||
|
| 2,017 |
| 1,383 |
|
|
| 3,400 |
| Ciba Specialty Chemicals |
|
|
| 123,765 |
| 84,862 |
|
|
| 208,627 |
| |||
|
|
|
| 43,617 |
|
|
| 43,617 |
| Credit Suisse Group |
|
|
|
|
| 2,739,691 |
|
|
| 2,739,691 |
| |||
|
| 1,709 |
|
|
|
|
| 1,709 |
| Georg Fischer AG (a) |
|
|
| 830,936 |
|
|
|
|
| 830,936 |
| |||
|
| 3,479 |
| 1,175 |
|
|
| 4,654 |
| Givaudan AG |
|
|
| 2,920,206 |
| 986,272 |
|
|
| 3,906,478 |
| |||
69,900 |
|
|
| 3,548 |
|
|
| 73,448 |
| Holcim, Ltd. |
| 5,861,635 |
|
|
| 297,526 |
|
|
| 6,159,161 |
| |||
|
|
|
| 11,092 |
|
|
| 11,092 |
| Nestle SA |
|
|
|
|
| 3,382,962 |
|
|
| 3,382,962 |
| |||
91,495 |
| 40,043 |
| 37,728 |
|
|
| 169,266 |
| Novartis AG |
| 5,249,048 |
| 2,297,258 |
| 2,164,447 |
|
|
| 9,710,753 |
| |||
76,200 |
|
|
|
|
|
|
| 76,200 |
| Novartis AG ADR |
| 4,382,262 |
|
|
|
|
|
|
| 4,382,262 |
| |||
|
|
|
| 1,936 |
|
|
| 1,936 |
| Phonak Holding AG |
|
|
|
|
| 120,200 |
|
|
| 120,200 |
| |||
|
| 2,263 |
| 1,651 |
|
|
| 3,914 |
| Rieter Holding AG |
|
|
| 992,640 |
| 724,193 |
|
|
| 1,716,833 |
| |||
125,900 |
| 22,925 |
| 16,845 |
|
|
| 165,670 |
| Roche Holdings AG |
| 9,651,909 |
| 3,525,075 |
| 2,590,180 |
|
|
| 15,767,164 |
| |||
|
|
|
| 1,257 |
|
|
| 1,257 |
| Sulzer AG |
|
|
|
|
| 1,060,169 |
|
|
| 1,060,169 |
| |||
|
|
|
| 3,440 |
|
|
| 3,440 |
| Swatch Group AG |
|
|
|
|
| 126,205 |
|
|
| 126,205 |
| |||
|
|
|
| 8,095 |
|
|
| 8,095 |
| Swiss Re |
|
|
|
|
| 590,709 |
|
|
| 590,709 |
| |||
|
| 3,100 |
| 2,816 |
|
|
| 5,916 |
| Swisscom AG |
|
|
| 1,034,208 |
| 939,461 |
|
|
| 1,973,669 |
| |||
|
| 11,300 |
|
|
|
|
| 11,300 |
| Syngenta AG |
|
|
| 753,266 |
|
|
|
|
| 753,266 |
| |||
89,462 |
| 37,020 |
| 36,465 |
|
|
| 162,947 |
| UBS AG |
| 10,603,866 |
| 4,387,953 |
| 4,322,171 |
|
|
| 19,313,990 |
| |||
|
| 6,456 |
| 7,420 |
|
|
| 13,876 |
| Zurich Financial Services AG (a) |
|
|
| 1,570,793 |
| 1,805,342 |
|
|
| 3,376,135 |
| |||
|
|
|
|
|
|
|
|
|
| United Kingdom |
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
| 37,478 |
|
|
| 37,478 |
| ABB, Ltd.(a) |
|
|
|
|
| 534,882 |
|
|
| 534,882 |
| |||
|
| 58,000 |
|
|
|
|
| 58,000 |
| Alliance & Leicester PLC (a) |
|
|
| 1,187,753 |
|
|
|
|
| 1,187,753 |
| |||
|
|
|
| 33,808 |
|
|
| 33,808 |
| Anglo American PLC |
|
|
|
|
| 1,439,543 |
|
|
| 1,439,543 |
| |||
|
| 6,016 |
| 39,084 |
|
|
| 45,100 |
| Arriva PLC |
|
|
| 63,574 |
| 413,020 |
|
|
| 476,594 |
| |||
|
| 12,400 |
| 78,967 |
|
|
| 91,367 |
| AstraZeneca PLC |
|
|
| 685,145 |
| 4,363,215 |
|
|
| 5,048,360 |
| |||
|
| 139,040 |
| 141,716 |
|
|
| 280,756 |
| Aviva PLC |
|
|
| 2,030,910 |
| 2,069,997 |
|
|
| 4,100,907 |
| |||
|
| 126,000 |
| 104,083 |
|
|
| 230,083 |
| BAE Systems PLC |
|
|
| 959,280 |
| 792,419 |
|
|
| 1,751,699 |
| |||
|
| 383,521 |
| 263,907 |
|
|
| 647,428 |
| Barclays PLC |
|
|
| 4,790,690 |
| 3,296,552 |
|
|
| 8,087,242 |
| |||
|
|
|
| 37,198 |
|
|
| 37,198 |
| Barratt Developments PLC |
|
|
|
|
| 672,899 |
|
|
| 672,899 |
| |||
|
|
|
| 7,592 |
|
|
| 7,592 |
| Bellway PLC |
|
|
|
|
| 166,133 |
|
|
| 166,133 |
| |||
|
|
|
| 14,347 |
|
|
| 14,347 |
| Berkeley Group Holdings PLC |
|
|
|
|
| 301,131 |
|
|
| 301,131 |
| |||
248,500 |
|
|
| 121,351 |
|
|
| 369,851 |
| BHP Billiton PLC |
| 5,116,097 |
|
|
| 2,498,364 |
|
|
| 7,614,461 |
| |||
|
| 31,866 |
| 10,291 |
|
|
| 42,157 |
| Boots Group PLC |
|
|
| 407,351 |
| 131,551 |
|
|
| 538,902 |
| |||
|
| 73,600 |
| 298,387 |
|
|
| 371,987 |
| BP PLC |
|
|
| 907,954 |
| 3,681,002 |
|
|
| 4,588,956 |
| |||
|
| 39,116 |
| 37,984 |
|
|
| 77,100 |
| BP PLC ADR |
|
|
| 2,883,632 |
| 2,800,180 |
|
|
| 5,683,812 |
| |||
|
| 166,655 |
|
|
|
|
| 166,655 |
| Bradford & Bingley PLC |
|
|
| 1,470,896 |
|
|
|
|
| 1,470,896 |
| |||
|
|
|
| 111,088 |
|
|
| 111,088 |
| British Airways PLC(a) |
|
|
|
|
| 681,158 |
|
|
| 681,158 |
| |||
|
|
|
| 29,925 |
|
|
| 29,925 |
| British American Tobacco PLC |
|
|
|
|
| 765,069 |
|
|
| 765,069 |
| |||
|
|
|
| 65,902 |
|
|
| 65,902 |
| British Sky Broadcasting PLC |
|
|
|
|
| 631,524 |
|
|
| 631,524 |
| |||
|
| 482,864 |
| 545,916 |
|
|
| 1,028,780 |
| BT Group PLC |
|
|
| 1,930,558 |
| 2,182,649 |
|
|
| 4,113,207 |
| |||
658,400 |
| 229,072 |
| 49,331 |
|
|
| 936,803 |
| Cadbury Schweppes PLC |
| 6,531,413 |
| 2,272,424 |
| 489,370 |
|
|
| 9,293,207 |
| |||
|
|
|
| 3,270 |
|
|
| 3,270 |
| Carnival PLC |
|
|
|
|
| 162,075 |
|
|
| 162,075 |
| |||
|
|
|
| 38,819 |
|
|
| 38,819 |
| COLT Telecom Group PLC(a) |
|
|
|
|
| 50,260 |
|
|
| 50,260 |
| |||
|
|
|
| 35,314 |
|
|
| 35,314 |
| Diageo PLC |
|
|
|
|
| 582,792 |
|
|
| 582,792 |
| |||
|
| 62,100 |
|
|
|
|
| 62,100 |
| Dairy Crest Group PLC (a) |
|
|
| 533,373 |
|
|
|
|
| 533,373 |
| |||
F-32
Jennison |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison Global |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| |||
|
| 276,764 |
| 98,858 |
|
|
| 375,622 |
| DSG International PLC |
|
|
| 927,375 |
| 331,251 |
|
|
| 1,258,626 |
| |||
|
|
|
| 14,686 |
|
|
| 14,686 |
| Enterprise Inns PLC |
|
|
|
|
| 249,864 |
|
|
| 249,864 |
| |||
|
| 101,365 |
| 51,390 |
|
|
| 152,755 |
| Firstgroup PLC |
|
|
| 768,954 |
| 389,844 |
|
|
| 1,158,798 |
| |||
|
|
|
| 47,078 |
|
|
| 47,078 |
| Friends Provident PLC |
|
|
|
|
| 168,908 |
|
|
| 168,908 |
| |||
|
|
|
| 35,805 |
|
|
| 35,805 |
| George Wimpey PLC |
|
|
|
|
| 341,805 |
|
|
| 341,805 |
| |||
|
| 119,200 |
|
|
|
|
| 119,200 |
| GKN PLC |
|
|
| 681,447 |
|
|
|
|
| 681,447 |
| |||
|
| 91,707 |
| 189,905 |
|
|
| 281,612 |
| GlaxoSmithKline PLC |
|
|
| 2,602,139 |
| 5,388,457 |
|
|
| 7,990,596 |
| |||
|
| 51,100 |
| 15,527 |
|
|
| 66,627 |
| Hanson PLC |
|
|
| 682,570 |
| 207,402 |
|
|
| 889,972 |
| |||
|
| 110,293 |
| 120,832 |
|
|
| 231,125 |
| HBOS PLC |
|
|
| 1,935,829 |
| 2,120,807 |
|
|
| 4,056,636 |
| |||
|
|
|
| 25,951 |
|
|
| 25,951 |
| Henderson Group PLC |
|
|
|
|
| 40,221 |
|
|
| 40,221 |
| |||
|
|
|
| 338,897 |
|
|
| 338,897 |
| HSBC Holdings PLC |
|
|
|
|
| 5,855,518 |
|
|
| 5,855,518 |
| |||
|
|
|
| 104,386 |
|
|
| 104,386 |
| Imperial Chemical Industries PLC |
|
|
|
|
| 680,513 |
|
|
| 680,513 |
| |||
|
|
|
| 43,079 |
|
|
| 43,079 |
| Imperial Tobacco Group PLC |
|
|
|
|
| 1,338,609 |
|
|
| 1,338,609 |
| |||
|
|
|
| 5,160 |
|
|
| 5,160 |
| Inchcape PLC |
|
|
|
|
| 256,880 |
|
|
| 256,880 |
| |||
|
|
|
| 68,408 |
|
|
| 68,408 |
| Kelda Group PLC |
|
|
|
|
| 958,046 |
|
|
| 958,046 |
| |||
1,217,700 |
|
|
| 65,150 |
|
|
| 1,282,850 |
| Kingfisher PLC |
| 5,001,767 |
|
|
| 267,607 |
|
|
| 5,269,374 |
| |||
|
| 272,238 |
| 323,587 |
|
|
| 595,825 |
| Legal & General Group PLC |
|
|
| 687,570 |
| 817,258 |
|
|
| 1,504,828 |
| |||
|
| 497,889 |
| 232,974 |
|
|
| 730,863 |
| Lloyds TSB Group PLC |
|
|
| 4,843,790 |
| 2,266,524 |
|
|
| 7,110,314 |
| |||
|
| 22,978 |
|
|
|
|
| 22,978 |
| Mitchells & Butler PLC |
|
|
| 206,261 |
|
|
|
|
| 206,261 |
| |||
|
|
|
| 162,637 |
|
|
| 162,637 |
| National Grid PLC |
|
|
|
|
| 1,706,802 |
|
|
| 1,706,802 |
| |||
|
| 95,000 |
|
|
|
|
| 95,000 |
| Next PLC |
|
|
| 2,792,589 |
|
|
|
|
| 2,792,589 |
| |||
|
| 200,998 |
|
|
|
|
| 200,998 |
| Northern Foods PLC |
|
|
| 327,128 |
|
|
|
|
| 327,128 |
| |||
|
| 204,969 |
|
|
|
|
| 204,969 |
| Northumbrain Water Group PLC |
|
|
| 926,020 |
|
|
|
|
| 926,020 |
| |||
|
| 427,225 |
|
|
|
|
| 427,225 |
| Old Mutual PLC |
|
|
| 1,497,757 |
|
|
|
|
| 1,497,757 |
| |||
|
|
|
| 39,576 |
|
|
| 39,576 |
| Persimmon PLC |
|
|
|
|
| 945,413 |
|
|
| 945,413 |
| |||
|
| 411,300 |
| 166,103 |
|
|
| 577,403 |
| Pilkington PLC |
|
|
| 1,220,670 |
| 492,966 |
|
|
| 1,713,636 |
| |||
|
|
|
| 16,817 |
|
|
| 16,817 |
| Reckitt Benckiser PLC |
|
|
|
|
| 613,027 |
|
|
| 613,027 |
| |||
|
|
|
| 49,150 |
|
|
| 49,150 |
| Resolution PLC |
|
|
|
|
| 561,069 |
|
|
| 561,069 |
| |||
|
| 53,500 |
| 19,594 |
|
|
| 73,094 |
| Rio Tinto PLC |
|
|
| 2,942,412 |
| 1,077,638 |
|
|
| 4,020,050 |
| |||
|
|
|
| 75,796 |
|
|
| 75,796 |
| Royal & Sun Alliance Insurance Group PLC |
|
|
|
|
| 190,741 |
|
|
| 190,741 |
| |||
108,540 |
| 77,600 |
| 76,201 |
|
|
| 262,341 |
| Royal Bank of Scotland Group PLC (The) |
| 3,544,898 |
| 2,534,403 |
| 2,488,712 |
|
|
| 8,568,013 |
| |||
72,200 |
|
|
|
|
|
|
| 72,200 |
| Royal Bank of Scotland Group PLC (The) 144A |
| 2,358,040 |
|
|
|
|
|
|
| 2,358,040 |
| |||
|
|
|
| 92,736 |
|
|
| 92,736 |
| Royal Dutch Shell PLC |
|
|
|
|
| 3,172,485 |
|
|
| 3,172,485 |
| |||
|
| 45,200 |
|
|
|
|
| 45,200 |
| Royal Dutch Shell PLC (Class “A” Shares) |
|
|
| 1,549,929 |
|
|
|
|
| 1,549,929 |
| |||
|
| 78,400 |
| 101,923 |
|
|
| 180,323 |
| Royal Dutch Shell PLC (Class “B” Shares) |
|
|
| 2,803,574 |
| 3,644,754 |
|
|
| 6,448,328 |
| |||
|
|
|
| 106,560 |
|
|
| 106,560 |
| SABMiller PLC |
|
|
|
|
| 2,248,257 |
|
|
| 2,248,257 |
| |||
|
|
|
| 22,331 |
|
|
| 22,331 |
| Scottish & Newcastle PLC |
|
|
|
|
| 206,459 |
|
|
| 206,459 |
| |||
|
|
|
| 12,850 |
|
|
| 12,850 |
| Scottish Power PLC |
|
|
|
|
| 131,340 |
|
|
| 131,340 |
| |||
|
|
|
| 15,056 |
|
|
| 15,056 |
| Severn Trent PLC |
|
|
|
|
| 317,659 |
|
|
| 317,659 |
| |||
|
| 230,241 |
|
|
|
|
| 230,241 |
| Shanks Group PLC |
|
|
| 755,742 |
|
|
|
|
| 755,742 |
| |||
|
|
|
| 17,520 |
|
|
| 17,520 |
| Smiths Group PLC |
|
|
|
|
| 325,716 |
|
|
| 325,716 |
| |||
|
|
|
| 96,370 |
|
|
| 96,370 |
| Stagecoach Group PLC |
|
|
|
|
| 190,673 |
|
|
| 190,673 |
| |||
|
| 73,357 |
| 82,889 |
|
|
| 156,246 |
| Tate & Lyle PLC |
|
|
| 742,426 |
| 838,896 |
|
|
| 1,581,322 |
| |||
|
|
|
| 63,191 |
|
|
| 63,191 |
| Taylor Woodrow PLC |
|
|
|
|
| 441,339 |
|
|
| 441,339 |
| |||
1,227,800 |
| 304,585 |
| 280,808 |
|
|
| 1,813,193 |
| Tesco PLC |
| 7,153,472 |
| 1,774,589 |
| 1,636,058 |
|
|
| 10,564,119 |
| |||
|
|
|
| 10,506 |
|
|
| 10,506 |
| Tomkins PLC |
|
|
|
|
| 64,899 |
|
|
| 64,899 |
| |||
|
|
|
| 4,775 |
|
|
| 4,775 |
| Trinity Mirror PLC |
|
|
|
|
| 47,804 |
|
|
| 47,804 |
| |||
|
| 128,588 |
|
|
|
|
| 128,588 |
| TT Electronics PLC |
|
|
| 424,422 |
|
|
|
|
| 424,422 |
| |||
|
|
|
| 36,536 |
|
|
| 36,536 |
| Unilever PLC |
|
|
|
|
| 388,093 |
|
|
| 388,093 |
| |||
|
|
|
| 30,238 |
|
|
| 30,238 |
| United Utilities PLC |
|
|
|
|
| 369,993 |
|
|
| 369,993 |
| |||
|
| 29,580 |
|
|
|
|
| 29,580 |
| Viridian Group PLC |
|
|
| 518,640 |
|
|
|
|
| 518,640 |
| |||
|
|
|
| 1,863,479 |
|
|
| 1,863,479 |
| Vodafone Air Touch PLC |
|
|
| 880,368 |
| 4,400,609 |
|
|
| 5,280,977 |
| |||
|
| 551,629 |
| 37,371 |
|
|
| 589,000 |
| Vodafone Group PLC ADR |
|
|
| 4,238,247 |
| 885,693 |
|
|
| 5,123,940 |
| |||
|
|
|
| 16,971 |
|
|
| 16,971 |
| Whitbread PLC |
|
|
|
|
| 346,612 |
|
|
| 346,612 |
| |||
|
|
|
| 10,007 |
|
|
| 10,007 |
| William Hill PLC |
|
|
|
|
| 115,785 |
|
|
| 115,785 |
| |||
668,400 |
|
|
| 9,005 |
|
|
| 677,405 |
| WPP Group PLC |
| 8,251,701 |
|
|
| 111,171 |
|
|
| 8,362,872 |
| |||
|
|
|
|
|
|
|
|
|
| United States |
|
|
|
|
|
|
|
|
|
|
| |||
173,800 |
|
|
|
|
|
|
| 173,800 |
| Adobe Systems, Inc.(a) |
| 6,812,960 |
|
|
|
|
|
|
| 6,812,960 |
| |||
96,900 |
|
|
|
|
|
|
| 96,900 |
| American Express Co. |
| 5,214,189 |
|
|
|
|
|
|
| 5,214,189 |
| |||
77,200 |
|
|
|
|
|
|
| 77,200 |
| American International Group, Inc. |
| 5,037,300 |
|
|
|
|
|
|
| 5,037,300 |
| |||
115,000 |
|
|
|
|
|
|
| 115,000 |
| American Standard Co., Inc. |
| 5,005,950 |
|
|
|
|
|
|
| 5,005,950 |
| |||
92,000 |
|
|
|
|
|
|
| 92,000 |
| Apple Computer, Inc.(a)(e) |
| 6,475,880 |
|
|
|
|
|
|
| 6,475,880 |
| |||
135,450 |
|
|
|
|
|
|
| 135,450 |
| Broadcom Corp.(a) |
| 5,568,350 |
|
|
|
|
|
|
| 5,568,350 |
| |||
229,100 |
|
|
|
|
|
|
| 229,100 |
| Comcast Corp.(a)(e) |
| 7,090,645 |
|
|
|
|
|
|
| 7,090,645 |
| |||
187,700 |
|
|
|
|
|
|
| 187,700 |
| Corning, Inc.(a) |
| 5,186,151 |
|
|
|
|
|
|
| 5,186,151 |
| |||
113,500 |
|
|
|
|
|
|
| 113,500 |
| E.I. du Pont de Nemours & Co.(e) |
| 5,005,350 |
|
|
|
|
|
|
| 5,005,350 |
| |||
170,800 |
|
|
|
|
|
|
| 170,800 |
| eBay, Inc.(a) |
| 5,877,228 |
|
|
|
|
|
|
| 5,877,228 |
| |||
71,400 |
|
|
|
|
|
|
| 71,400 |
| Federated Department Stores, Inc. |
| 5,558,490 |
|
|
|
|
|
|
| 5,558,490 |
| |||
100,400 |
|
|
|
|
|
|
| 100,400 |
| Gilead Sciences, Inc.(a) |
| 5,773,000 |
|
|
|
|
|
|
| 5,773,000 |
| |||
17,400 |
|
|
|
|
|
|
| 17,400 |
| Google, Inc., (Class A)(a) |
| 7,272,156 |
|
|
|
|
|
|
| 7,272,156 |
| |||
135,700 |
|
|
|
|
|
|
| 135,700 |
| Home Depot, Inc. |
| 5,418,501 |
|
|
|
|
|
|
| 5,418,501 |
| |||
62,100 |
|
|
|
|
|
|
| 62,100 |
| Honeywell International, Inc. |
| 2,639,250 |
|
|
|
|
|
|
| 2,639,250 |
| |||
28,000 |
|
|
|
|
|
|
| 28,000 |
| Keryx Biopharmaceuticals, Inc.(a)(e) |
| 476,840 |
|
|
|
|
|
|
| 476,840 |
| |||
249,300 |
|
|
|
|
|
|
| 249,300 |
| Kroger Co. (The)(a) |
| 5,050,818 |
|
|
|
|
|
|
| 5,050,818 |
| |||
32,100 |
|
|
|
|
|
|
| 32,100 |
| Lehman Brothers Holdings, Inc. |
| 4,851,915 |
|
|
|
|
|
|
| 4,851,915 |
| |||
200,800 |
|
|
|
|
|
|
| 200,800 |
| Microsoft Corp. |
| 4,849,320 |
|
|
|
|
|
|
| 4,849,320 |
| |||
64,400 |
|
|
|
|
|
|
| 64,400 |
| Monsanto Co. |
| 5,370,960 |
|
|
|
|
|
|
| 5,370,960 |
| |||
69,300 |
|
|
|
|
|
|
| 69,300 |
| Occidental Petroleum Corp. |
| 7,119,882 |
|
|
|
|
|
|
| 7,119,882 |
| |||
100,500 |
|
|
|
|
|
|
| 100,500 |
| PepsiCo, Inc. |
| 5,853,120 |
|
|
|
|
|
|
| 5,853,120 |
| |||
F-33
Jennison |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| Long-Term Investments |
| Jennison Global |
| SP |
| Dryden |
| Pro-forma |
| Pro-forma |
| ||||
75,400 |
|
|
|
|
|
|
| 75,400 |
| Phelps Dodge Corp. |
| 6,498,726 |
|
|
|
|
|
|
| 6,498,726 |
| ||||
109,200 |
|
|
|
|
|
|
| 109,200 |
| QUALCOMM, Inc. |
| 5,606,328 |
|
|
|
|
|
|
| 5,606,328 |
| ||||
236,116 |
|
|
|
|
|
|
| 236,116 |
| Sprint Nextel Corp.(e) |
| 5,855,677 |
|
|
|
|
|
|
| 5,855,677 |
| ||||
120,700 |
|
|
|
|
|
|
| 120,700 |
| St. Jude Medical, Inc.(a) |
| 4,765,236 |
|
|
|
|
|
|
| 4,765,236 |
| ||||
83,700 |
|
|
|
|
|
|
| 83,700 |
| TXU Corp. |
| 4,154,031 |
|
|
|
|
|
|
| 4,154,031 |
| ||||
124,000 |
|
|
|
|
|
|
| 124,000 |
| UnitedHealth Group, Inc. |
| 6,167,760 |
|
|
|
|
|
|
| 6,167,760 |
| ||||
111,900 |
|
|
|
|
|
|
| 111,900 |
| Wal-Mart Stores, Inc. |
| 5,038,857 |
|
|
|
|
|
|
| 5,038,857 |
| ||||
244,200 |
|
|
|
|
|
|
| 244,200 |
| Walt Disney Co. |
| 6,827,832 |
|
|
|
|
|
|
| 6,827,832 |
| ||||
206,700 |
|
|
|
|
|
|
| 206,700 |
| Waste Management, Inc. |
| 7,742,981 |
|
|
|
|
|
|
| 7,742,981 |
| ||||
35,500 |
|
|
|
|
|
|
| 35,500 |
| WellPoint, Inc.(a) |
| 2,520,500 |
|
|
|
|
|
|
| 2,520,500 |
| ||||
63,600 |
|
|
|
|
|
|
| 63,600 |
| Yahoo!, Inc.(a) |
| 2,084,808 |
|
|
|
|
|
|
| 2,084,808 |
| ||||
|
|
|
|
|
|
|
|
|
| Total Common Stock |
| 431,047,864 |
| 277,023,540 |
| 338,362,502 |
| — |
| 1,046,433,906 |
| ||||
|
|
|
|
|
|
|
|
|
| Preferred Stock |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| Germany |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| 159 |
|
|
| 159 |
| Porsche AG |
|
|
|
|
| 159,469 |
|
|
| 159,469 |
| ||||
|
|
|
|
|
|
|
|
|
| Units |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| Rights |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| Sweden |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| 5,004 |
|
|
| 5,004 |
| SSAB Svenskt Stal AB (Class “A” Shares), expiring 5/29/06 (a) |
|
|
|
|
| 1,734 |
|
|
| 1,734 |
| ||||
|
|
|
|
|
|
|
|
|
| Total Long-Term Investments |
| 431,047,864 |
| 277,023,540 |
| 338,523,705 |
|
|
| 1,046,595,109 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| Short-Term Investments |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| Put Option |
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 5,900 |
|
|
|
|
| 5,900 |
| Syngenta AG(a) |
|
|
| 9,467 |
|
|
|
|
| 9,467 |
| ||||
|
|
|
| $ | 550 |
|
|
| 550 |
| United States Treasury Bill (b)(c) 4.51%, 6/15/06 |
|
|
|
|
| 546,890 |
|
|
| 546,890 |
| |||
28,383,464 |
|
|
|
|
|
|
| 28,383,464 |
| Dryden Core Investment Fund - Taxable Money Market Series(f)(g) |
| 28,383,464 |
| 5,325,748 |
|
|
|
|
| 33,709,212 |
| ||||
|
|
|
|
|
|
|
|
|
| Total Short-term Investments |
| 28,383,464 |
| 5,335,215 |
| 546,890 |
|
|
| 34,265,569 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| TOTAL INVESTMENTS |
| 459,431,328 |
| 282,358,755 |
| 339,070,595 |
|
|
| 1,080,860,678 |
| ||||
|
|
|
|
|
|
|
|
|
| Other assets(Liabilities) in excess of liabilities(other Assets)(d) |
| (23,774,346) |
| 879,093 |
| 13,399,280 |
|
|
| (9,495,973) |
| ||||
|
|
|
|
|
|
|
|
|
| Net Assets |
| 435,656,982 |
| 283,237,848 |
| 352,469,875 |
|
|
| 1,071,364,705 |
| ||||
ADR - American Depositary Receipt.
144A - Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.
(a) Non-income producing security.
(b) Rate quoted represents yield-to-maturity as of purchase date.
(c) All or portion of security segregated as collateral for financial futures contracts.
(d) Other assets in excess of liabilities include net unrealized appreciation on financial futures and forward foreign currency exchange contracts as follows:
Number of Contracts |
| Type |
| Expiration |
| Value at 4/30/06 |
| Value at trade date |
| Unrealized |
| |
|
| Long positions: |
|
|
|
|
|
|
|
|
| |
7 |
| Hang Seng Stock Index |
| May, 2006 |
| 746,153 |
| 751,659 |
| $ | (5,506 | ) |
24 |
| Share Price Index 200 |
| June, 2006 |
| 2,394,584 |
| 2,247,837 |
| 146,747 |
| |
56 |
| DJ Euro Stoxx 50 Index |
| June, 2006 |
| 2,676,221 |
| 2,652,372 |
| 23,849 |
| |
55 |
| Nikkei 225 Index |
| June, 2006 |
| 4,657,125 |
| 4,455,350 |
| 201,775 |
| |
26 |
| FTSE 100 Index |
| June, 2006 |
| 2,856,122 |
| 2,805,367 |
| 50,755 |
| |
|
|
|
|
|
|
|
|
|
| $ | 417,620 |
|
Forward Foreign currency exchange contracts outstanding at April 30, 2006:
Foreign Currency |
| Value at Settlement date |
| Current Value |
| Unrealized |
| |||
Bought: |
|
|
|
|
|
|
| |||
Euro Currency 494,238 expring 05/04/06 |
| $ | 624,508 |
| $ | 623,534 |
| $ | (974 | ) |
Japanese Yen 27,759,377 expiring 05/08/06 |
| 244,216 |
| 243,792 |
| (424 | ) | |||
Japanese Yen 91,752,201 expiring 05/08/06 |
| 803,821 |
| 805,798 |
| 1,977 |
| |||
Japanese Yen 1,167,090,000 expiring 06/01/06 |
| 10,187,321 |
| 10,299,750 |
| 112,429 |
| |||
Mexican Peso 12,000,000 expiring 06/06/06 |
| 1,114,407 |
| 1,081,017 |
| (33,390 | ) | |||
Singapore Dollar 1,293,065 expiring 05/04/06 |
| 818,017 |
| 817,930 |
| (87 | ) | |||
|
|
|
|
|
|
|
| |||
Sold: |
|
|
|
|
|
|
| |||
Euro Currency 3,000,000, expiring 05/02/06 |
| $ | 3,757,700 |
| $ | 3,784,820 |
| $ | (27,120 | ) |
Euro Currency 8,480,000 expring 10/04/06 |
| 10,381,386 |
| 10,802,747 |
| (421,361 | ) | |||
Japanese Yen 778,060,000 expiring 06/01/06 |
| 6,753,465 |
| 6,866,500 |
| (113,035 | ) | |||
Japanese Yen 389,030,000 expiring 06/01/06 |
| 3,330,765 |
| 3,433,250 |
| (102,485 | ) | |||
Mexican Peso 71,880,000 expiring 06/06/06 |
| 6,736,013 |
| 6,475,290 |
| 260,723 |
| |||
Pound Sterling 441,945 expiring 05/08/06 |
| 803,821 |
| 805,910 |
| (2,089 | ) | |||
Pound Sterling 2,520,000 expiring 06/05/06 |
| 4,355,947 |
| 4,597,849 |
| (241,902 | ) |
(e) All or a portion of security is on loan. The aggregate market value of such securities is $26,787,322; cash collateral of $27,638,545 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.
(f) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.
(g) Prudential Investments LLC, the Manager of the Fund, also serves as Manager of the Dryden Core Investment Fund - Taxable Money Market Series
F-34
Pro-forma Statement of Assets and Liabilities for the Global Growth & Value Reorganization
as of April 30, 2006 (Unaudited)
|
| PWF - Jennison |
| PWF - SP |
| PWF - Dryden |
| Pro-forma |
| Pro-forma Combined |
| ||||||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Investments at value, including securities on loan (C): |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Unaffiliated investments (A) |
| $ | 431,047,864 |
| $ | 277,033,007 |
| $ | 339,070,595 |
|
|
| $ | 1,047,151,466 |
| ||||||||||||
Affiliated investments (B) |
| 28,383,464 |
| 5,325,748 |
| — |
|
|
| 33,709,212 |
| ||||||||||||||||
Foreign currency, at value (D) |
| 6,524,339 |
| 555,168 |
| 10,906,351 |
|
|
| 17,985,858 |
| ||||||||||||||||
Cash |
| 305,915 |
| — |
| 889,589 |
|
|
| 1,195,504 |
| ||||||||||||||||
Dividends and interest receivable |
| 846,245 |
| 2,016,628 |
| 1,215,621 |
|
|
| 4,078,494 |
| ||||||||||||||||
Receivable for Series shares sold |
| 266,847 |
| 1,698,612 |
| 1,307,318 |
|
|
| 3,272,777 |
| ||||||||||||||||
Receivable for investments sold |
| — |
| 2,334,883 |
| — |
|
|
| 2,334,883 |
| ||||||||||||||||
Unrealized appreciation on forward currency contracts |
| — |
| 375,129 |
| — |
|
|
| 375,129 |
| ||||||||||||||||
Prepaid expenses and other assets |
| 10,624 |
| 9,884 |
| 225,258 |
|
|
| 245,766 |
| ||||||||||||||||
Total assets |
| 467,385,298 |
| 289,349,059 |
| $ | 353,614,732 |
|
|
| 1,110,349,089 |
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Payable to broker for collateral for securities on loan |
| 24,516,815 |
| — |
| — |
|
|
| 24,516,815 |
| ||||||||||||||||
Payable for investments purchased |
| 5,295,864 |
| 4,105,398 |
| — |
|
|
| 9,401,262 |
| ||||||||||||||||
Payable for Series shares reacquired |
| 652,379 |
| 325,150 |
| 467,090 |
|
|
| 1,444,619 |
| ||||||||||||||||
Accrued expenses |
| 552,558 |
| 193,424 |
| 247,011 |
|
|
| 992,993 |
| ||||||||||||||||
Transfer agent fee payable |
| 291,605 |
| 312,202 |
| 37,786 |
|
|
| 641,593 |
| ||||||||||||||||
Management fee payable |
| 266,355 |
| 135,575 |
| 233,441 |
|
|
| 635,371 |
| ||||||||||||||||
Distribution fee payable |
| 114,315 |
| 85,409 |
| 61,472 |
|
|
| 261,196 |
| ||||||||||||||||
Due to broker - variation margin |
| — |
| — |
| 96,656 |
|
|
| 96,656 |
| ||||||||||||||||
Unrealized depreciation on forward currency contract |
| 27,120 |
| 915,747 |
| — |
|
|
| 942,867 |
| ||||||||||||||||
Payable to custodian |
| — |
| 32,483 |
| — |
|
|
| 32,483 |
| ||||||||||||||||
Withholding tax payable |
| — |
| 1,218 |
| — |
|
|
| 1,218 |
| ||||||||||||||||
Deferred directors’ fees |
| 11,305 |
| 4,605 |
| 1,401 |
|
|
| 17,311 |
| ||||||||||||||||
Total liabilities |
| 31,728,316 |
| 6,111,211 |
| 1,144,857 |
|
|
| 38,984,384 |
| ||||||||||||||||
Net Assets |
| $ | 435,656,982 |
| $ | 283,237,848 |
| $ | 352,469,875 |
|
|
| $ | 1,071,364,705 |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net assets were comprised of: |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Common stock, at par |
| $ | 239,007 |
| $ | 107,832 |
| $ | 424,380 |
|
|
| $ | 771,219 |
| ||||||||||||
Paid-in capital in excess of par |
| 402,712,982 |
| 218,532,092 |
| 434,141,827 |
|
|
| 1,055,386,901 |
| ||||||||||||||||
|
| 402,951,989 |
| 218,639,924 |
| 434,566,207 |
|
|
| 1,056,158,120 |
| ||||||||||||||||
Accumulated net investment income (loss) |
| (137,582 | ) | 1,066,754 |
| 432,938 |
|
|
| 1,362,110 | |||||||||||||||||
Accumulated net realized loss on investment and foreign currency transactions |
| (80,750,283 | ) | (5,324,167 | ) | (159,384,829 | ) |
|
| (245,459,279 | ) | ||||||||||||||||
Net unrealized appreciation on investments and foreign currencies |
| 113,592,858 |
| 68,855,337 |
| 76,855,559 |
|
|
| 259,303,754 |
| ||||||||||||||||
Net assets, April 30, 2006 |
| $ | 435,656,982 |
| $ | 283,237,848 |
| $ | 352,469,875 |
|
|
| $ | 1,071,364,705 |
| ||||||||||||
(A) Unaffiliated Investment at Cost |
| $ | 317,721,801 |
| $ | 207,712,393 |
| $ | 263,066,694 |
|
|
| $ | 788,500,888 |
| |||||||||||||||||||||
(B) Affiliated Investment at Cost |
| $ | 28,383,464 |
| $ | 5,325,748 |
| $ | — |
|
|
| $ | 33,709,212 |
| |||||||||||||||||||||
(C) Securities loaned at Value |
| $ | 23,870,881 |
| $ | — |
| $ | — |
|
|
| $ | 23,870,881 |
| |||||||||||||||||||||
(D) Foreign currency at Cost |
| $ | 6,259,247 |
| $ | 546,657 |
| $ | 10,522,996 |
|
|
| $ | 17,328,900 |
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Net asset |
| $ | 355,654,483 |
| $ | 73,406,190 |
| $ | 55,981,596 |
| $ | — |
| $ | 485,042,269 |
| ||||||||||||||||||||
Shares of common stock issued and outstanding |
| 19,199,727 |
| 2,793,646 |
| 6,735,056 |
| 29,640,075 |
| 58,368,504 |
| |||||||||||||||||||||||||
Net asset value and redemption price per share |
| $ | 18.52 |
| $ | 26.28 |
| $ | 8.31 |
|
|
| $ | 8.31 |
| |||||||||||||||||||||
Maximum sales charge (5.5% of offering price) |
| 1.08 |
| 1.52 |
| 0.48 |
|
|
| 0.48 |
| |||||||||||||||||||||||||
Maximum offering price to public |
| $ | 19.60 |
| $ | 27.80 |
| $ | 8.79 |
|
|
| $ | 8.79 |
| |||||||||||||||||||||
Class B |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Net asset |
| $ | — |
| $ | 20,727,604 |
| $ | 48,211,478 |
| $ | — |
| $ | 68,939,082 |
| ||||||||||||||||||||
Shares of common stock issued and outstanding |
| — |
| 811,802 |
| 6,004,071 |
| 1,769,318 |
| 8,585,191 |
| |||||||||||||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | 0.00 |
| $ | 25.53 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |||||||||||||||||||||
Class B1 (Jennison Global Growth Only) |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Net asset |
| $ | 50,336,961 |
| $ | — |
| $ | — |
| $ | — |
| $ | 50,336,961 |
| ||||||||||||||||||||
Shares of common stock issued and outstanding |
| 3,020,832 |
| — |
| — |
| 3,247,781 |
| 6,268,613 |
| |||||||||||||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | 16.66 |
| $ | 0.00 |
| $ | 0.00 |
|
|
| $ | 8.03 |
| |||||||||||||||||||||
Class C |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Net asset |
| $ | 13,739,881 |
| $ | 16,583,074 |
| $ | 14,670,834 |
| $ | — |
| $ | 44,993,789 |
| ||||||||||||||||||||
Shares of common stock issued and outstanding |
| 832,427 |
| 648,591 |
| 1,827,433 |
| 2,294,761 |
| 5,603,212 |
| |||||||||||||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | 16.51 |
| $ | 25.57 |
| $ | 8.03 |
|
|
| $ | 8.03 |
| |||||||||||||||||||||
Class Z |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Net asset |
| $ | 15,925,657 |
| $ | 172,520,980 |
| $ | 233,605,967 |
| $ | — |
| $ | 422,052,604 |
| ||||||||||||||||||||
Shares of common stock issued and outstanding |
| 847,734 |
| 6,529,205 |
| 27,871,456 |
| 15,115,878 |
| 50,364,273 |
| |||||||||||||||||||||||||
Net asset value, offering price and redemption price per share |
| $ | 18.79 |
| $ | 26.42 |
| $ | 8.38 |
|
|
| $ | 8.38 |
| |||||||||||||||||||||
See Notes to Financial Statements.
F-35
Pro-forma Statement of Operations for the Global Growth & Value Reorganization
For the Year Ended 4/30/06
(Unaudited)
|
| PWF - Jennison Global |
| PWF - SP |
| PWF - Dryden |
| Adjusting |
| Pro-Forma |
| ||||
Statement of Operations |
|
|
|
|
|
|
|
|
|
|
| ||||
Income: |
|
|
|
|
|
|
|
|
|
|
| ||||
Interest |
| $ | — |
| $ | 180,730 |
| $ | 50,096 |
| — |
| $ | 230,826 |
|
Unaffiliated dividends |
| 6,177,316 |
| 6,474,434 |
| 8,054,332 |
| — |
| 20,706,082 |
| ||||
Affiliated dividend income |
| 128,740 |
| 128,316 |
| 6,978 |
| — |
| 264,034 |
| ||||
Affiliated income from securities loaned, net |
| 33,410 |
| 2,756 |
| — |
| — |
| 36,166 |
| ||||
Foreign taxes withheld |
| (331,560 | ) | (248,396 | ) | (641,192 | ) |
|
| (1,221,148 | ) | ||||
Total income |
| 6,007,906 |
| 6,537,840 |
| 7,470,214 |
| — |
| 20,015,960 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Expenses : |
|
|
|
|
|
|
|
|
|
|
| ||||
Management fee |
| 3,124,904 |
| 2,648,138 |
| 2,584,474 |
| (598,607 | )(a) | 7,758,909 |
| ||||
Distribution fee - Class A |
| 844,380 |
| 160,826 |
| 112,864 |
| — |
| 1,118,070 |
| ||||
Distribution fee - Class B |
| 380,598 |
| 194,906 |
| 446,804 |
| — |
| 1,022,308 |
| ||||
Distribution fee - Class C |
| 130,536 |
| 138,794 |
| 134,928 |
| — |
| 404,258 |
| ||||
Distribution fee - Class L |
| — |
| — |
| — |
| — |
| — |
| ||||
Distribution fee - Class M |
| — |
| — |
| — |
| — |
| — |
| ||||
Distribution fee - Class X |
| — |
| — |
| — |
| — |
| — |
| ||||
Transfer agent’s fees and expenses** |
| 1,334,000 |
| 630,000 |
| 496,000 |
| — |
| 2,460,000 |
| ||||
Custodian’s fees and expenses |
| 122,000 |
| 252,000 |
| 250,000 |
| (238,000 | )(b) | 386,000 |
| ||||
Reports to shareholders |
| 120,000 |
| 74,000 |
| 90,000 |
| (117,000 | )(b) | 167,000 |
| ||||
Legal fees and expenses |
| 54,000 |
| 36,000 |
| 32,000 |
| (72,000 | )(b) | 50,000 |
| ||||
Registration fees |
| 40,000 |
| 66,000 |
| 54,000 |
| (85,000 | )(b) | 75,000 |
| ||||
Audit fee |
| 22,000 |
| 22,000 |
| 22,000 |
| (41,000 | )(b) | 25,000 |
| ||||
Directors’ fees |
| 18,000 |
| 18,000 |
| 16,000 |
| (22,000 | )(b) | 30,000 |
| ||||
Miscellaneous |
| 83,578 |
| 50,136 |
| 58,102 |
| (11,816 | )(b) | 180,000 |
| ||||
Total operating expenses |
| 6,273,996 |
| 4,290,800 |
| 4,297,172 |
| (1,185,423 | ) | 13,676,545 |
| ||||
Loan Interest Expense |
| — |
| 59,534 |
| — |
| (59,534 | ) | — |
| ||||
Total expenses |
| 6,273,996 |
| 4,350,334 |
| 4,297,172 |
| (1,244,957 | ) | 13,676,545 |
| ||||
Less: Expense subsidy |
| — |
| (100,022 | ) | — |
| 100,022 |
| — |
| ||||
Net expenses |
| 6,273,996 |
| 4,250,312 |
| 4,297,172 |
| (1,144,935 | ) | 13,676,545 |
| ||||
Net investment income (loss) |
| (266,090 | ) | 2,287,528 |
| 3,173,042 |
| 1,144,935 |
| 6,339,415 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Realized And Unrealized Gain (Loss) On Investment And Foreign Currency Transactions |
|
|
|
|
|
|
|
|
|
|
| ||||
Net realized gain (loss) on: |
|
|
|
|
|
|
|
|
|
|
| ||||
Investment transactions |
| 64,517,210 |
| 29,541,358 |
| 15,196,662 |
| — |
| 109,255,230 |
| ||||
Foreign currency transactions |
| (154,124 | ) | (392,546 | ) | 31,384 |
| — |
| (515,286 | ) | ||||
Futures |
| — |
| — |
| 2,589,966 |
| — |
| 2,589,966 |
| ||||
|
| 64,363,086 |
| 29,148,812 |
| 17,818,012 |
|
|
| 111,329,910 |
| ||||
Net change in Unrealized Appreciation (Depreciation) on: |
|
|
|
|
|
|
|
|
|
|
| ||||
Investments |
| 61,395,200 |
| 87,370,312 |
| 102,137,116 |
| — |
| 250,902,628 |
| ||||
Foreign currencies |
| 570,404 |
| (925,086 | ) | 923,898 |
| — |
| 569,216 |
| ||||
Futures |
| — |
| — |
| 525,902 |
| — |
| 525,902 |
| ||||
|
| 61,965,604 |
| 86,445,226 |
| 103,586,916 |
| — |
| 251,997,746 |
| ||||
Net gain on investment and foreign currency transactions |
| 126,328,690 |
| 115,594,038 |
| 121,404,928 |
| — |
| 363,327,656 |
| ||||
Net Increase In Net Assets Resulting From Operations |
| $ | 126,062,600 | $ | 117,881,566 |
| $ | 124,577,970 |
| 1,144,935 |
| $ | 369,667,071 |
|
** – Amount is including the affiliated expense of $884,000, $406,000 and $440,000.
(a) Reflects reduce in effective management fee rate.
(b) Reflects elimination of duplicate services or fees.
See Notes to Financial Statements.
F-36
Notes to Pro-Forma Financial Statements for the Global Growth & Value Reorganization
(unaudited)
1. Basis of Combination – The Pro-Forma Statement of Assets and Liabilities, including the Pro-Forma Schedule of Investments at April 30, 2006 and the related Pro-Forma Statement of Operations (“Pro-Forma Statements”) for the year ended April 30, 2006, reflect the accounts of Prudential World Fund - Dryden International Equity Fund (the “Acquiring Fund”), and Prudential World Fund - Jennison Global Growth Fund and Prudential World Fund - Strategic Partners International Value Fund (collectively, the “Target Funds”).
The Pro-Forma Statements give effect to the proposed transfer of all assets and liabilities of the Target Funds in exchange for shares in Acquiring Fund. The Pro-Forma Statements should be read in conjunction with the historical financial statements of each Fund included in their respective Statement of Additional Information.
2. Shares of Beneficial Interest – The pro-forma net asset value per share assumes the issuance of additional Class A, B, B1, C, and Z shares of Dryden International Equity Fund, which would have been issued on April 30, 2006 in connection with the proposed reorganization. Shareholders of Target Funds would become shareholders of Acquiring Fund, receiving shares of Acquiring Fund equal to the value of their holdings in each Target Fund. The amount of additional shares assumed to be issued has been calculated based on the April 30, 2006 net assets of Target Funds and Acquiring Fund, the net asset value per share of as follows:
Dryden International |
|
|
| Net Assets of Target |
| Per |
| ||
Additional Shares Issued |
|
|
| 04/30/2006 |
| 04/30/2006 |
| ||
Class A |
| 29,640,075 |
| $ | 485,042,269 |
| $ | 8.31 |
|
Class B |
| 1,769,318 |
| $ | 68,939,082 |
| $ | 8.03 |
|
Class B1 |
| 3,247,781 |
| $ | 50,336,961 |
| $ | 8.03 |
|
Class C |
| 2,294,761 |
| $ | 44,993,789 |
| $ | 8.03 |
|
Class Z |
| 15,115,878 |
| $ | 422,052,604 |
| $ | 8.38 |
|
3. Pro-Forma Operations – The Pro-Forma Statement of Operations assumes similar rates of gross investment income for the investments of each Fund. Accordingly, the combined gross investment income is equal to the sum of each Fund’s gross investment income. Certain expenses have been adjusted to reflect the expected expenses of the combined entity. The pro-forma investment management fees and plan of distribution fees of the combined Fund are based on the fee schedule in effect for Dryden International Equity Fund at the combined level of average net assets for the twelve months ended April 30, 2006. The Pro-Forma Statement of Operations does not include the effect of any realized gains or losses, or transaction fees incurred in connection with the realignment of the portfolio.
4. Security Valuation – Securities listed on a securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and ask price or at the last bid price on such day in the absence of an asked price. Securities traded via NASDAQ are valued at the NASDAQ official closing price (NOCP) on the day of valuation, or if there was no NOCP, at the last sale price. Securities that are actively traded in the over-the-counter market, including listed securities for which the co-managers, in consultation with the subadvisor, believe the primary market to be over-the-counter are valued by an independent agent or principal market maker. Options on securities and indices traded on an exchange are valued at the mean between the most recently quoted bid and asked prices on such exchange. Futures contracts and options thereon traded on a commodities exchange of board of trade are valued at the last sale price at the closing of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted bid and asked prices on such exchange or board of trade or at the last bid price in the absence of an asked price. Prices may be obtained from independent pricing services which use information
F-37
provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Securities for which reliable market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Funds’ normal pricing time, are valued at fair value in accordance with the Board of Directors’ approved fair valuation procedures. When determining the fair valuation of securities some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analysis media or other reports or information deemed reliable by the investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values. Investments in mutual funds are valued at their net assets value as of the close of the New York Stock Exchange on the date of the valuation. Short-term securities that are held in the Funds, which mature in more than 60 days are valued at current market quotations, and those short-term securities, which mature in 60 days or less are valued at, amortized cost, which approximates market value.
5. Estimates – The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
6. Taxes - For Federal income tax purposes, the acquiring fund and each of the target funds is treated as a separate taxpaying entity. It is each Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net income and capital gains, if any, to shareholders. Therefore, no federal income tax provision is required. Jennison Global Growth Fund had a capital loss carry forward of $112,703,984 as of October 31, 2005. Strategic Partners International Value Fund has a capital loss carry forward of approximately $15,418,000. Dryden International Equity Fund had a capital loss carry forward of approximately $167,990,000 as of October 31, 2005. Capital loss carry forward will have an annual limitation on the amount of utilization under section 382 of the Internal Revenue Code of 1986, as amended.
F-38
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940 (the 1940 Act) and the Maryland General Corporation Law (the MGCL), and pursuant to Article VI of the Registrant’s By-Laws (Exhibit (2) to the Registration Statement), the Registrant shall indemnify present and former officers and directors (and persons who serve or served as the officer or director of certain other enterprises at the Registrant’s request), and, to the extent authorized by the Registrant’s Board, employees and agents, against judgments, fines, settlements and expenses, and may advance expenses to such parties, to the fullest extent authorized, and in the manner permitted, by applicable federal and state law. Section 2-418 of the MGCL permits indemnification of directors, officers, employees and agents who are made a party (or threatened to be made a party) to any proceeding by reason of their service in such capacity, unless it is established that (i) the act or omission of such person was material to the matter and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; or (ii) such person actually received an improper personal benefit in money, property or services; or (iii) in the case of a criminal proceeding, such person had reasonable cause to believe that the act or omission was unlawful. The MGCL does not permit indemnification in respect of any proceeding by or in the right of the Registrant in which a person is found liable to the Registrant or, for proceedings brought against the Registrant, except in limited circumstances. A Maryland corporation may be required to reimburse officers and directors for reasonable expenses incurred in the successful defense of a proceeding to which such director or officer is a party by reason of his or her service in such capacity. As permitted by Section 17(i) of the 1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibits (A) to this Registration Statement), the Distributor of the Registrant may be indemnified against liabilities which it may incur, except liabilities arising from bad faith, gross negligence, willful misfeasance or reckless disregard of duties.
Pursuant to Article VI of the Registrant ‘s charter, Exhibit (1)(A) to the Registration Statement, directors and officers of the Registrant shall not be liable to its shareholders for monetary damages for breach of fiduciary duty as officers or directors to the extent permitted by law (including the MGCL and the 1940 Act). Under Maryland law, such limitation on liability will not apply to liability resulting from: (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (Securities Act) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1940 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1940 Act and will be governed by the final adjudication of such issue.
The Registrant has purchased an insurance policy insuring its officers and directors against liabilities, and certain costs of defending claims against such officers and directors, to the extent such officers and directors are not found to have committed conduct constituting willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. The insurance policy also insures the Registrant against the cost of indemnification payments to officers and directors under certain circumstances.
C - - 1
Section 9 of the Management Agreements for the Registrant's Global Growth Fund series and International Value Fund series and Section 8 of the Management Agreement for the Registrant's Dryden International Equity Fund series (Exhibits (6)(a)(i) and (6)(a)(ii) to the Registration Statement, respectively) and Section 4 of the Subadvisory Agreements (Exhibits (6)(B) and (6)(C) to the Registration Statement, respectively) limit the liability of Prudential Investments LLC (PI) and LSV Asset Management, Thornburg Investment Management, Inc., Jennison Associates LLC (Jennison), Prudential Investment Management, Inc. (PIM), Quantitative Management Associates LLC, respectively, to liabilities arising from willful misfeasance, bad faith or gross negligence in the performance of their respective duties or from reckless disregard by them of their respective obligations and duties under the agreements.
The Registrant hereby undertakes that it will apply the indemnification provisions of its By-Laws and each Distribution Agreement in a manner consistent with Release No. 11330 of the Securities and Exchange Commission under the 1940 Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain in effect and are consistently applied.
ITEM 16. EXHIBITS
Exhibits:
(1) (A) Restated Articles of Incorporation. Incorporated by reference to Exhibit 1 to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January 3, 1995.
(B) Articles Supplementary dated December 27, 1995. Incorporated by reference to Exhibit (a)(ii) to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.
(C) Articles Supplementary dated June 20, 1996. Incorporated by reference to Exhibit 1(b) to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on June 24, 1996.
(D) Amendment to Articles of Incorporation. Incorporated by reference to Exhibit 1(c) to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on June 24, 1996.
(E) Articles Supplementary dated December 2, 1999. Incorporated by reference to Exhibit (a)(v) to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.
(F) Articles of Amendment dated December 22, 1999. Incorporated by reference to Exhibit (a)(vi) to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.
(G) Articles Supplementary as filed May 29, 2001. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on December 30, 2002.
(H) Articles of Amendment as filed June 11, 2003. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on October 23, 2003.
(I) Articles Supplementary as filed July 29, 2003. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on October 23, 2003.
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(J) Articles of Amendment dated December 8, 2003. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 37 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January 29, 2004.
(K) Form of articles supplementary creating the Class F, Class L, Class M, Class X, and New Class X shares.*
(2) By-Laws of the Registrant, Amended and Restated as of November 16, 2004. Incorporated by reference to corresponding Exhibit to Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on December 10, 2004.
(3) Not Applicable.
(4) The forms of Plan of Reorganization for the reorganizations of the Global Growth Fund, the Growth Fund, the Value Fund, and the International Equity Fund are included as Exhibit A to the Joint Prospectus and Proxy Statement contained in this Registration Statement.
(5) (A) Specimen Certificate for shares of Common Stock of the Registrant for Class A Shares. Incorporated by reference to Exhibit 4(a) to Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.
(B) Specimen Certificate for shares of Common Stock of the Registrant for Class B Shares. Incorporated by reference to Exhibit 4(b) to Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.
(C) Specimen Certificate for shares of Common Stock of the Registrant for Class C Shares. Incorporated by reference to Exhibit 4(c) to Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.
(D) Specimen Certificate for shares of Common Stock of the Registrant for Class Z Shares. Incorporated by reference to Exhibit 4(d) to Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.
(6) (A) (i) Amended and Restated Management Agreement between the Registrant and Prudential Investments Fund Management LLC with respect to the Global Growth Series of the Registrant dated March 28, 2001. Incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on December 28, 2001.
(ii) Amended Schedule A to Management Agreement. Incorporated by reference to corresponding Exhibit to Post-Effective Amendment No. 40 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February 24, 2005.
(B) Subadvisory Agreement between Prudential Investments Fund Management LLC and Jennison Associates LLC dated March 28, 2001 with respect to the Global Growth Series of the Registrant. Incorporated by reference to Exhibit (d)(2) to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on December 28, 2001.
(C) (i) Subadvisory Agreement between Prudential Investment Management, Inc. and Prudential Investments LLC with respect to the Dryden International Equity Series of the Registrant dated December 3, 2003. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 37 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January 29, 2004.
(ii) Amendment to Subadvisory Agreement between Prudential Investments LLC and Prudential Investment Management, Inc. with respect to the Dryden International Equity Series of the Registrant. Incorporated by reference to corresponding Exhibit to Post-Effective Amendment No. 38
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to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on December 10, 2004.
(7) (A) Form of Amended and Restated Distribution Agreement between the Registrant and Prudential Investment Management Services LLC **
(B) Form of Dealer Agreement. Incorporated by reference to Exhibit (e)(ii) to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.
(8) Not Applicable.
(9) (i) Custodian Contract between the Registrant and The Bank of New York dated June 6, 2005. Incorporated by reference to Exhibit (g)(1) to Post-Effective No. 41 to the Registration Statement on Form N-1A filed via EDGAR on December 30, 2005.
(ii) Amendment dated June 6, 2005 to Custodian Agreement between the Registrant and BNY. Incorporated by reference to Exhibit (g)(2) to Post-Effective No. 41 to the Registration Statement on Form N-1A filed via EDGAR on December 30, 2005.
(10) (A) Distribution and Service Plan for Class A Shares. Incorporated by reference to Exhibit (m)(xv) to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.
(B) Distribution and Service Plan for Class B Shares. Incorporated by reference to Exhibit (m)(xvi) to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.
(C) Distribution and Service Plan for Class F shares. *
(D) Distribution and Service Plan for Class C Shares. Incorporated by reference to Exhibit (m)(xvii) to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on February 2, 2000.
(E) Rule 12b-1 Fee Waiver for Class A Shares. Incorporated by reference to Exhibit (m)(10) to Post-Effective No. 41 to the Registration Statement on Form N-1A filed via EDGAR on December 30, 2005.
(F) Distribution and Service Plan for Class F shares.**
(G) Distribution and Service Plan for Class L shares.**
(H) Distribution and Service Plan for Class M shares.**
(I) Distribution and Service Plan for Class X shares.**
(J) Distribution and Service Plan for New Class X shares.**
(K) Form of amended and Restated Rule 18f-3 Plan.*
(11) Opinion and consent of DLA Piper Rudnick Gray Cary US LLP as to the legality of the securities being registered.*
(12) (A) Opinion and consent of Shearman & Sterling LLP, special tax counsel, as to certain tax matters and consequences in connection with the Global Growth Fund Reorganization. *
(B) Opinion and consent of Shearman & Sterling LLP, special tax counsel, as to certain tax matters and consequences in connection with the Growth Fund Reorganization. *
(C) Opinion and consent of Shearman & Sterling LLP, special tax counsel, as to certain tax matters and consequences in connection with the Value Fund Reorganization. *
(13) (A) Transfer Agency and Service Agreement between the Registrant and Prudential Mutual Fund Services, Inc. Incorporated by reference to Exhibit 9 to Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January 7, 1998.
(B) Amendment to Transfer Agency Agreement. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on October 23, 2003.
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(14)(A) Consent of KPMG LLP, independent registered public accounting firm, for the Registrant, on behalf of Jennison Global Growth Fund, Strategic Partners International Value Fund, and Dryden International Equity Fund.*
(14)(B) Opinion and consent of KPMG LLP, independent registered public accounting firm, for Strategic Partners Mutual Funds, Inc., on behalf of Strategic Partners International Growth Fund.*
(15) Not Applicable.
(16) Power of attorney dated September 7, 2005. Incorporated by reference to Exhibit (q) to Post-Effective No. 41 to the Registration Statement on Form N-1A filed via EDGAR on December 30, 2005.
(17) (A) Form of voting instruction card for shareholders of Global Growth Fund.*
(B) Form of voting instruction card for shareholders of Growth Fund.**
(C) Form of voting instruction card for shareholders of Value Fund.**
(D) Form of proxy solicitation material being sent to shareholders of Jennison Global Growth Fund, Growth Fund, and Value Fund.*
* Filed herewith.
** To be filed at subsequent Amendment.
ITEM 17. UNDERTAKINGS
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant undertakes to file, by post-effective amendment, a copy of the opinion as to certain tax matters, within a reasonable time after receipt of such opinion.
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SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Newark, State of New Jersey on the 18th day of August, 2006.
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| PRUDENTIAL WORLD FUND, INC. | |
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| By: | /s/ John P. Schwartz*
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| John P. Schwartz, Assistant Secretary |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
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* |
| Director |
Linda W. Bynoe |
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* |
| Director |
David E.A. Carson |
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* |
| Director |
Robert G. LaBlanc |
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* |
| Director |
Robert F. Gunia |
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* |
| Director |
Douglas H. McCorkindale |
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* |
| Director |
Richard A. Redeker |
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* |
| Director |
Judy A. Rice |
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* |
| Director |
Robin B. Smith |
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* |
| Director |
Stephen G. Stoneburn |
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* |
| Director |
Clay T. Whitehead |
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* |
| Treasurer and Principal Financial and Accounting |
Grace C. Torres |
| Officer |
*By: | /s/ John P. Schwartz |
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| John P. Schwartz | August 18, 2006 | |
| Attorney-in-Fact |
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* Pursuant to Powers of Attorney previously filed.
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PRUDENTIAL WORLD FUND, INC.
REGISTRATION STATEMENT ON FORM N-14
EXHIBIT INDEX
Exhibit No. |
| Description | |||
(12)(A) |
| Opinion and consent of Shearman & Sterling LLP, special tax counsel, as to certain tax matters and consequences in connection with the Global Growth Fund Reorganization. | |||
(12)(B) |
| Opinion and consent of Shearman & Sterling LLP, special tax counsel, as to certain tax matters and consequences in connection with the Growth Fund Reorganization. | |||
(12)(C) |
| Opinion and consent of Shearman & Sterling LLP, special tax counsel, as to certain tax matters and consequences in connection with the Value Fund Reorganization. | |||
(14)(A) |
| Consent of KPMG LLP, independent registered public accounting firm, for the Registrant, on behalf of Jennison Global Growth Fund, Strategic Partners International Value Fund, and Dryden International Equity Fund. | |||
(14)(B) |
| Consent of KPMG LLP, independent registered public accounting firm, for Strategic Partners Mutual Funds, Inc., on behalf of Strategic Partners International Growth Fund. | |||