BY-LAWS
OF
PRUDENTIAL 20/20 FOCUS FUND
ARTICLE I
Agreement and Declaration of Trust
Section 1. Agreement and Declaration of Trust. These By-Laws shall
be subject to the Agreement and Declaration of Trust, as from time to time
amended, supplemented or restated (the "Declaration of Trust") of Prudential
20/20 Focus Fund (the "Trust").
Section 2. Definitions. Unless otherwise defined herein, the terms
used herein have the respective meanings given them in the Declaration of
Trust.
ARTICLE II
Offices
Section 1. Principal Office. The principal office of the Trust shall
be located in the City of Newark, State of New Jersey, or such other location
as the Trustees may from time to time determine. Section 2. Registered Office
and Other Offices. The registered office of the Trust shall be located in the
City of Wilmington, State of Delaware or such other location within the State
of Delaware as the Trustees may from time to time determine. The Trust may
establish and maintain such other offices and places of business as the
Trustees may from time to time determine.
ARTICLE III
Shareholders
Section 1. Meetings. Meetings of the Shareholders shall be held at
the principal executive offices of the Trust or at such other place within
the United States of America as the Trustees shall designate. Meetings of the
Shareholders shall be called by the Secretary whenever (i) ordered by the
Trustees or (ii) for the purpose of voting on the removal of any Trustee,
requested
in writing by Shareholders holding at least ten percent (10%) of the
outstanding Shares entitled to vote. If the Secretary, when so ordered or
requested, refuses or neglects for more than 10 days to call such meetings,
the Trustees or the Shareholders so requesting, may, in the name of the
Secretary, call the meeting by giving notice thereof in the manner required
when notice is given by the Secretary.
Section 2. Notice of Meetings. Notice of all meetings of the
Shareholders, stating the time, place and purposes of the meeting, shall be
given by the Secretary by delivering or mailing, postage prepaid, to each
Shareholder at his or her address as recorded on the register of the Trust at
least ten (10) days and not more than ninety (90) days before the meeting.
Only the business stated in the notice of the meeting shall be considered at
such meeting. Any adjourned meeting may be held as adjourned without further
notice. No notice need be given to any Shareholder who shall have failed to
inform the Trust of his or her current address or if a written waiver of
notice, executed before or after the meeting by the Shareholder or his or her
attorney thereunto authorized, is filed with the records of the meeting.
Section 3. Record Date for Meetings. For the purpose of determining
the Shareholders who are entitled to notice of and to vote at any meeting,
the Trustees may from time to time close the transfer books for such period,
not exceeding thirty (30) days, as the Trustees may determine; or without
closing the transfer books the Trustees may fix a date not more than ninety
(90) days prior to the date of any meeting of Shareholders as a record date
for the determination of the persons to be treated as Shareholders of record
for such purpose.
Section 4. Proxies. At any meeting of Shareholders, any holder of
Shares entitled to vote thereat may vote by proxy, provided that no proxy
shall be voted at any meeting unless it shall have been placed on file with
the Secretary, or with such other officer or agent of the Trust as the
Secretary may direct, for verification prior to the time at which such vote
shall be taken; provided, however, that notwithstanding any other provision
of this Section 4 to the contrary, the
2
Trustees may at any time adopt one or more electronic, telecommunication or
other alternatives to execution of a written instrument that will enable
holders of Shares entitled to vote at any meeting to appoint a proxy to vote
such holders' Shares at such meeting. Proxies may be solicited in the name of
one or more Trustees or one or more of the officers of the Trust. Only
Shareholders of record shall be entitled to vote. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled by the
Declaration of Trust to vote, and each fractional share shall be entitled to
a proportionate fractional vote. When any Share is held jointly by several
persons, any one of them may vote at any meeting in person or by proxy in
respect of such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received
in respect of such Share. A proxy purporting to be executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger.
If the holder of any such Share is a minor or a person of unsound mind, and
subject to guardianship or the legal control of any other person as regards
the charge or management of such Share, he or she may vote by his or her
guardian or such other person appointed or having such control, and such vote
may be given in person or by proxy. At all meetings of the Shareholders,
unless the voting is conducted by inspectors, all questions relating to the
qualifications of voters, the validity of proxies, and the acceptance or
rejection of votes shall be decided by the chairman of the meeting. Except as
otherwise provided herein or in the Declaration of Trust, all matters
relating to the giving, voting or validity of proxies shall be governed by
the General Corporation Law of the State of Delaware relating to proxies, and
judicial interpretations thereunder, as if the Trust were a Delaware
corporation and the Shareholders were shareholders of a Delaware corporation.
Section 5. Inspection of Books. The Trustees shall from time to time
determine whether and to what extent, and at what times and places, and under
what conditions and regulations the
3
accounts and books of the Trust or any of them shall be open to the
inspection of the Shareholders; and no Shareholder shall have any right to
inspect any account or book or document of the Trust except as conferred by
law or otherwise by the Trustees or by resolution of the Shareholders.
Section 6. Action without Meeting. Any action that may be taken at
any meeting of Shareholders may be taken without a meeting and without prior
notice if a consent in writing setting forth the action so taken is signed by
the holders of outstanding Shares having not less than the minimum number of
votes that would be necessary to authorize or take that action at a meeting
at which all Shares entitled to vote on that action were present and voted.
All such consents shall be filed with the records of Shareholder meetings.
Such consents shall be treated for all purposes as a vote taken at a meeting
of Shareholders.
Section 7. Application of this Article. Meetings of Shareholders
shall consist of Shareholders of any Series (or Class thereof) or of all
Shareholders, as determined pursuant to the Declaration of Trust, and this
Article shall be construed accordingly.
ARTICLE IV
Trustees
Section 1. Meetings of the Trustees. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the
Chairman, the President, or by any two of the Trustees, at the time being in
office. Notice of the time and place of each meeting other than regular or
stated meetings shall be given by the Secretary or an Assistant Secretary or
by the officer or Trustees calling the meeting and shall be delivered or
mailed, postage prepaid, to each Trustee at least two days before the
meeting, or shall be telegraphed, cabled, or wired to each Trustee at his or
her business address, or personally delivered to him or her, at least one day
before the meeting. Such notice may, however, be
4
waived by any Trustees. Notice of a meeting need not be given to any Trustee
if a written waiver of notice, executed by him or her before the meeting, is
filed with the records of the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to him or her. A notice or waiver of notice need not specify the
purpose of any meeting. The Trustees may meet by means of a telephone
conference circuit or similar communications equipment by means of which all
persons participating in the meeting are connected, which meeting shall be
deemed to have been held at a place designated by the Trustees at the
meeting. Participation in a telephone conference meeting shall constitute
presence in person at such meeting. Any action required or permitted to be
taken at any meeting of the Trustees may be taken by the Trustees without a
meeting if a majority of the Trustees then in office (or such higher number
of Trustees as would be required to act on the matter under the Declaration
of Trust, these By-Laws or applicable law if a meeting were held) consent to
the action in writing and the written consents are filed with the records of
the Trustees' meetings. Such consents shall be treated for all purposes as a
vote taken at a meeting of the Trustees. Notwithstanding the foregoing, all
actions of the Trustees shall be taken in compliance with the provisions of
the Investment Company Act of 1940, as amended.
Section 2. Quorum and Manner of Acting. A majority of the Trustees
then in office shall constitute a quorum for the transaction of business. If
at any meeting of the Trustees there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum shall be obtained. Notice of an adjourned meeting need not be given.
The act of the majority of the Trustees present at any meeting at which there
is a quorum shall be the act of the Trustees, except as may be otherwise
specifically provided by law or by the Declaration of Trust or by these
By-Laws.
5
ARTICLE V
Committees
Section 1. Operating and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Operating
Committee to consist of not less than three (3) Trustees to hold office at
the pleasure of the Trustees, which shall have the power to conduct the
current and ordinary business of the Trust while the Trustees are not in
session, including the purchase and sale of securities and the designation of
securities to be delivered upon redemption of Shares of the Trust, and such
other powers of the Trustees as the Trustees may, from time to time, delegate
to them except those powers by law, the Declaration of Trust or these By-laws
they are prohibited from delegating. The Trustees may also elect from their
own number or otherwise other Committees from time to time, the number
composing such Committees, the powers conferred upon the same (subject to the
same limitations as with respect to the Operating Committee), the terms of
membership on such Committees and the termination or circumstances giving
rise to the termination of such Committees to be determined by the Trustees.
The Trustees may designate a chairman of any such Committee. In the absence
of such designation the Committee may elect its own chairman.
Section 2. Meetings, Quorum and Manner of Acting. The Trustees may
(1) provide for stated meetings of any Committees, (2) specify the manner of
calling and notice required for special meeting of any Committee, (3) specify
the number of members of a Committee required to constitute a quorum and the
numbers of members of a Committee required to exercise specified powers
delegated to such Committee, (4) authorize the making of decisions to
exercise specified powers by written assent of the requisite number of
members of a Committee without a meeting, and (5) authorize the members of a
Committee to meet by means of a telephone conference circuit. The Operating
Committee shall keep regular minutes of its meetings and
6
records of decisions taken without a meeting and cause them to be recorded in
a book designated for that purpose and kept at the principal executive
offices of the Trust.
ARTICLE VI
Officers
Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the
business of the Trust may require, including a Chairman of the Board
("Chairman"), one or more Vice Presidents, one or more Assistant Secretaries,
and one or more Assistant Treasurers. The Trustees may delegate to any
officer or Committee the power to appoint any subordinate officers or agents.
Section 2. Term of Office and Qualifications. Except as otherwise
provided by law, the Declaration of Trust or these By-Laws, the President,
the Treasurer and the Secretary, and all other officers shall hold office at
the pleasure of the Trustees. The Secretary and Treasurer may be the same
person. A Vice President and the Treasurer or a Vice President and the
Secretary may be the same person, but the offices of Vice President,
Secretary and Treasurer shall not be held by the same person. The President
shall hold no other office, but may be a Trustee of the Trust. Except as
above provided, any two offices may be held by the same person. The Chairman,
if there be one, shall be a Trustee and may but need not be a Shareholder.
Any other officer may be but none need be a Trustee or Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting
of the Trustees, may remove any officer with or without cause, by a vote of a
majority of the Trustees then in office. Any officer or agent appointed by an
officer or committee may be removed with or without cause by such appointing
officer or committee.
Section 4. Powers and Duties of the Chairman. The Chairman, if such
an officer is elected, shall if present preside at meetings of the
Shareholders and the Trustees, shall be the
7
chief executive officer of the Trust and shall, subject to the control of the
Trustees, have general supervision, direction and control of the business and
the officers of the Trust and exercise and perform such other powers and
duties as may be from time to time assigned to him by the Trustees or
prescribed by the Declaration of Trust or these By-Laws.
Section 5. Powers and Duties of the President. Subject to the powers
of the Chairman, if there be such an officer, the President shall be the
principal executive officer of the Trust. He or she may call meetings of the
Trustees and of any Committee thereof when he or she deems it necessary and,
in the absence of the Chairman, shall preside at all meetings of the
Shareholders and the Trustees. Subject to the control of the Trustees, the
Chairman and any Committees of the Trustees, within their respective spheres,
as provided by the Trustees, the President shall at all times exercise a
general supervision and direction over the affairs of the Trust. The
President shall have the power to employ attorneys and counsel for the Trust
and to employ such subordinate officers, agents, clerks and employees as he
or she may find necessary to transact the business of the Trust. He or she
shall also have the power to grant, issue, execute or sign such powers of
attorney, proxies or other documents as may be deemed advisable or necessary
in furtherance of the interests of the Trust. The President shall have such
other powers and duties as from time to time may be conferred upon or
assigned to him or her by the Trustees.
Section 6. Powers and Duties of the Vice President. In the absence
or disability of the President, the Vice President or, if there be more than
one Vice President, any Vice President designated by the Trustees shall
perform all the duties and may exercise any of the powers of the President,
subject to the control of the Trustees. Each Vice President shall perform
such other duties as may be assigned to him or her from time to time by the
Trustees or the President.
Section 7. Powers and Duties of the Treasurer. The Treasurer shall
be the principal financial and accounting officer of the Trust. The Treasurer
shall deliver all funds of the Trust which may come into his or her hands to
such Custodian as the Trustees may employ pursuant to
8
Article X of these By-Laws. He or she shall render a statement of condition
of the finances of the Trust to the Trustee as often as they shall require
the same and he or she shall in general perform all the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the Trustees. The Treasurer shall give a bond for
the faithful discharge of his or her duties, if required so to do by the
Trustees, in such sum and with such surety or sureties as the Trustees shall
require.
Section 8. Powers and Duties of the Secretary. The Secretary shall
keep the minutes of all meetings of the Trustees and of the Shareholders in
proper books provided for that purpose; he or she shall have custody of the
seal of the Trust; he or she shall have charge of the Share transfer books,
lists and records unless the same are in the charge of the Transfer Agent.
The Secretary shall attend to the giving and serving of all notices by the
Trust in accordance with the provisions of these By-laws and as required by
law; and subject to these By-Laws, he or she shall in general perform all
duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him or her by the Trustees.
Section 9. Powers and Duties of Assistant Treasurers. In the absence
or disability of the Treasurer, any Assistant Treasurer designated by the
Trustees shall perform all the duties, and may exercise any of the powers, of
the Treasurer. Each Assistant Treasurer shall give a bond for the faithful
discharge of his or her duties, if required so to do by the Trustees, in such
sum and with such surety or sureties as the Trustees shall require.
Section 10. Powers and Duties of Assistant Secretaries. In the
absence or disability of the Secretary, any Assistant Secretary designated by
the Trustees shall perform all the duties, and may exercise any of the
powers, of the Secretary. Each Assistant Secretary shall perform such other
duties as from time to time may be assigned to him or her by the Trustees.
Section 11. Compensation of Officers and Trustees. Subject to any
applicable provisions of the Declaration of Trust, the compensation of the
officers and Trustees shall be fixed from
9
time to time by the Trustees or, in the case of officers, by any Committee or
officer upon whom such power may be conferred by the Trustees. No officer
shall be prevented from receiving such compensation as such officer by reason
of the fact that he or she is also a Trustee.
ARTICLE VII
Fiscal Year
The fiscal year of the Trust shall end on such date as the Trustees
shall from time to time determine.
ARTICLE VIII
Seal
The Trustees may adopt a seal which shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
Waivers of Notice
Whenever any notice whatever is required to be given by law, the
Declaration of Trust or these By-laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. A notice shall be
deemed to have been telegraphed, cabled or wired for the purposes of these
By-Laws when it has been delivered to a representative of any telegraph,
cable or wire company with instructions that it be telegraphed, cabled or
wired.
ARTICLE X
Custody of Securities
Section 1. Employment of a Custodian. The Trust shall place and at
all times maintain in the custody of a Custodian (including any sub-custodian
for the Custodian) all funds, securities and similar investments included in
the Trust Property. The Custodian (and any sub-custodian)
10
shall be a bank having not less than $20,000,000 aggregate capital, surplus
and undivided profits and shall be appointed from time to time by the
Trustees, who shall fix its remuneration.
Section 2. Action upon Termination of Custodian Agreement. Upon
termination of a Custodian Agreement or inability of the Custodian to
continue to serve, the Trustees shall promptly appoint a successor custodian,
but in the event that no successor custodian can be found who has the
required qualifications and is willing to serve, the Trustees shall call as
promptly as possible a special meeting of the Shareholders to determine
whether the Trust shall function without a custodian or shall be liquidated.
If so directed by a vote of holders of the majority of the outstanding Shares
entitled to vote, the Custodian shall deliver and pay over all Trust Property
held by it as specified in such vote.
Section 3. Provisions of Custodian Contract. The following
provisions shall apply to the employment of a Custodian and to any contract
entered into with the Custodian so employed: The Trustees shall cause to be
delivered to the Custodian all securities included in the Trust Property or
to which the Trust may become entitled, and shall order the same to be
delivered by the Custodian only in completion of a sale, exchange, transfer,
pledge, loan of portfolio securities to another person, or other disposition
thereof, all as the Trustees may generally or from time to time require or
approve or to a successor Custodian; and the Trustees shall cause all funds
included in the Trust Property or to which it may become entitled to be paid
to the Custodian, and shall order the same disbursed only for investment
against delivery of the securities acquired (including securities acquired
under a repurchase agreement), or the return of cash held as collateral for
loans of portfolio securities, or in payment of expenses, including
management compensation, and liabilities of the Trust, including
distributions to Shareholders, or to a successor Custodian. Notwithstanding
anything to the contrary to these By-Laws, upon receipt of proper
instructions, which may be standing instructions, the Custodian may deliver
funds in the following cases: In connection with repurchase agreements, the
Custodian shall transmit prior to
11
receipt on behalf of the Fund of any securities or other property, funds from
the Fund's custodian account to a special custodian approved by the Trustees
of the Fund, which funds shall be used to pay for securities to be purchased
by the Fund subject to the Fund's obligation to sell and the seller's
obligation to repurchase such securities (in such case, the securities shall
be held in the custody of the special custodian); in connection with the
Trust's purchase or sale of financial futures contracts, the Custodian shall
transmit, prior to receipt on behalf of the Fund of any securities or other
property, funds from the Trust's custodian account in order to furnish and to
maintain funds with brokers as margin to guarantee the performance of the
Trust's futures obligations in accordance with the applicable requirements of
commodities exchanges and brokers.
Section 4. Central Certificate System. Subject to applicable rules,
regulations and orders adopted by the Commission, the Trustees may direct the
Custodian to deposit all or any part of the securities owned by the Trust in
a system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or
series of any issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without physical delivery
of such securities, provided that all such deposits shall be subject to
withdrawal only upon the order of the Trust.
ARTICLE XI
Indemnification
(a) The Trust shall indemnify present and former trustees, officers,
employees and agents of the Trust (each, a "Covered Person") against
judgments, fines, settlements and
12
expenses to the fullest extent authorized, and in the manner permitted, by
applicable federal and state law.
(b) The Trust shall advance the expenses of Covered Persons who are
parties to any Proceeding to the fullest extent authorized, and in the manner
permitted, by applicable federal and state law. For purposes of this
paragraph, "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative.
(c) Pursuant and subject to paragraphs (a) and (b), the Trust shall
indemnify each Covered Person against, or advance the expenses of any Covered
Person for, the amount of any deductible provided in any liability insurance
policy maintained by the Trust.
ARTICLE XII
Amendments
These By-Laws, or any of them, may be altered, amended or repealed,
or new By-laws may be adopted by (a) a vote of holders of the majority of the
outstanding Shares entitled to vote or (b) by the Trustees, provided,
however, that no By-law may be amended, adopted or repealed by the Trustees
if such amendment, adoption or repeal is required by applicable law, the
Declaration of Trust or these By-Laws, to be submitted to a vote of the
Shareholders. Amended as of March 1, 2000
13
