CORRESP 1 filename1.htm

 

 

September 30, 2009

 

Larry Greene

Office of Disclosure and Review

Division of Investment Management

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

  Re:       Strategic Partners Style Specific Funds (File No. 811-09439) (the “Funds”)

 

Post-Effective Amendment to Registration Statement

 

 

Dear Mr. Greene: I am writing in response to comments which you provided to me on behalf of the Commission staff by telephone on September 22, 2009 regarding the Funds’ submission of a Post-Effective Amendment to its Registration Statement on Form N-1A pursuant to Rule 485(a) under the Securities Act of 1933. As noted previously, the purpose for the submission of the Post-Effective Amendment under Rule 485(a) was to conform the Funds’ Registration Statement to the requirements of the summary prospectus rules promulgated by the Commission.

 

For your convenience, a summary of the staff’s comments is included herein and the Funds’ responses are keyed accordingly, as follows:

 

 

Comment: The EDGAR Series/ Class information for each of the series indicates that each series offers Class “New X” shares, but the listing of share classes and associated ticker symbols on the front covers of each series’ prospectus refers only to Class “X” shares.

 

Response: The prospectus of each fund has been corrected to refer to Class “New X” shares.

 

Comment: Please include the applicable date on the front cover of the Prospectus.

 

Response: The date was omitted from the submission because the submission was a preliminary filing under Rule 485(a) and not expected to become an effective Registration Statement. The date will appear on the front cover of the Prospectus

 

Comment: In each Summary Section, under the heading of “Fund Fees and Expenses,” you noted that the explanation of the variability of the Fund’s expense ratio and the explanation of the relationship between Fund transaction costs and the Fund’s expense ratio was not permissible under the revisions to Form N-1A issued by the Commission. You further noted that within the Summary Section of the Prospectus, it is not permissible to include information or discussion that is not specifically permitted or identified in Form N-1A.

 


 

Response: In accordance with your comments, in each Summary Section we have revised the language which precedes the fee and expense table to remove the explanations pertaining to the variability of the Fund’s expense ratio and the relationship between transaction costs and the Fund’s expense ratio. We believe that the revised language now conforms to the requirements of Form N-1A.

 

Comment: In each Summary Section, under the heading of “Fund Fees and Expenses,” you indicated that the discussion of the availability of sales charge discounts had omitted a sentence required by Form N-1A.

 

Response: After a thorough review of the requirements of Form N-1A, in particular, Item 3 and the accompanying instructions, we have not been able to identify any missing language or wording which is otherwise required.

 

Comment: In each Summary Section, under the heading of “Fund Fees and Expenses,” the use of the caption “Small account balance fee” in the table entitled “Shareholder Fees” is not permissible under Form N-1A, since Form N-1A prescribes the caption “Maximum Account Fee.”

 

Response: We have modified the caption to read as follows: “Maximum Account Fee (accounts under $2,500).”

 

Comment: In each Summary Section, under the heading of “Fund Fees and Expenses,” please include disclosure relating to acquired fund fees and expenses in the “Annual Fund Operating Expenses” table, if applicable.

 

Response: Disclosure relating to acquired fund fees and expenses is not required, and has not been included, because the expenses associated with acquired funds are less than the minimum.

 

Comment: In each Summary Section, under the heading of “Fund Fees and Expenses,” the table entitled “Annual Fund Operating Expenses” did not include any expense or other data

 

Response: The operating expense table did not contain any data because, at the time the Post-Effective Amendment was filed with the Commission, the Fund’s updated expense data as of its most recent fiscal year-end was not yet available. Since then, the Fund’s new fiscal year-end data has become available and will be included when the Fund submits its Post-Effective Amendment under Rule 485(b).

 

Comment: In each Summary Section, under the heading of “Fund Fees and Expenses,” the footnote underneath the examples table which discloses the existence of a contractual subsidy or fee waiver should include an explanation of when and how the waiver may be terminated.

 

Response: The footnote has been revised to include the following additional disclosure: “This waiver may not be terminated prior to [date], and may be renewed, modified or terminated thereafter.”

 


 

Comment: In each Summary Section, under the heading of “Fund Fees and Expenses,” the discussion entitled “Portfolio Turnover” may not include additional discussion or disclosure not specifically permitted and identified in the applicable item under Form N-1A.

 

Response: The “Portfolio Turnover” discussion has been revised to remove the additional discussion not specifically identified in Form N-1A.

 

Comment: In each Summary Section, under the heading of “Investments, Risks and Performance,” please delete the sentence which states: “For descriptions of each index, please see the Glossary in the Prospectus.” You noted that this sentence was extraneous material which was not specifically identified in Form N-1A.

 

Response: The sentence has been deleted.

 

Comment: In each Summary Section, under the heading of “Investments, Risks and Performance,” please include generalized risk disclosure /discussion explaining the investment risks resulting from recent market events and market turmoil.

 

Response: Appropriate disclosure has been added.

 

 

Comment: In each Summary Section, under the heading of “Investments, Risks and Performance,” in the discussion entitled “the Fund’s Past Performance,” delete any language which precedes the annual total returns bar chart if any of the language is not specifically permitted or identified in Form N-1A.

 

Response: We have carefully reviewed this language and compared it to what is permissible and identified in Form N-1A. We have been unable to identify any existing language which is impermissible under Form N-1A, and accordingly, the discussion has not been changed.

 

 

Comment: In each Summary Section, under the heading of “Buying and Selling Fund Shares,” Form N-1A only permits discussion of fund share purchases in the context of investment minimums. Please revise the disclosure accordingly.

 

Response: The disclosure has been revised to specifically reference the investment minimums applicable to purchases of Fund shares.

 

Comment: In the section entitled “How to Buy, Sell and Exchange Shares of the Fund,” please explain why the discussion entitled “How Financial Services Firms are Compensated for Selling JennisonDryden Mutual Funds” has been included in the Prospectus.

 

Response: Although not explicitly required under Form N-1A, this discussion has been included

 


to provide investors with important information explaining how financial professionals and financial firms are compensated for sales of Fund shares.

  Comment: In Part I of the SAI, in the section entitled “Management & Advisory Arrangements—Additional Information About the Portfolio Managers/Compensation & Conflicts of Interest,” please revise the disclosure pertaining to the compensation policy of Jennison Associates to indicate which of the identified factors were utilized to determine portfolio manager compensation/bonuses during the most recently completed fiscal year.

 

Response: We have carefully reviewed the substance of the disclosure, and have determined that the disclosure properly discloses the factors utilized for compensation determinations for the portfolio managers.

 

The Fund acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the

staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Fund may not assert a declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

Any questions or comments with respect to the Registration Statement may be communicated to the undersigned (973-802-6469).

 

 

Very truly yours,

 

/s/ Jonathan D. Shain

Jonathan D. Shain

 

cc: Larry Greene

(Securities and Exchange Commission)