PRUCO LIFE INSURANCE COMPANY

STRATEGIC PARTNERS^SM

ANNUITY ONE

Variable Annuity

PROSPECTUS: JANUARY 6, 2003

This prospectus describes an individual variable annuity contract offered by Pruco Life Insurance Company (Pruco Life). Pruco Life is a wholly-owned subsidiary of the Prudential Insurance Company of America.

The Funds

Strategic Partners Annuity One offers a wide variety of investment choices, including 27 variable investment options that invest in mutual funds managed by these leading asset managers:

Prudential Investments LLC

Jennison Associates LLC

A I M Capital Management, Inc.

Alliance Capital Management, L.P.

Calamos Asset Management, Inc.

Davis Selected Advisers L.P.

Deutsche Asset Management Investment Services Limited

Fidelity Management & Research Company

GE Asset Management, Incorporated

INVESCO Funds Group, Inc.

Janus Capital Management LLC

Massachusetts Financial Services Company (MFS)

Pacific Investment Management Company LLC (PIMCO)

Salomon Brothers Asset Management Inc.

Victory Capital Management Inc.

You may choose between two basic versions of Strategic Partners Annuity One. One version, the Contract With Credit, provides for a bonus credit that we add to each purchase payment you make. If you choose this version of Strategic Partners Annuity One, some charges and expenses may be higher than if you choose the version without the credit. Those higher charges could exceed the amount of the credit under some circumstances, particularly if you withdraw purchase payments within a few years of making those purchase payments.

Please Read this Prospectus

Please read this prospectus before purchasing a Strategic Partners Annuity One variable annuity contract, and keep it for future reference. Current prospectuses for the underlying mutual funds accompany this prospectus. These prospectuses contain important information about the mutual funds. Please read these prospectuses and keep them for reference as well.

To Learn More About Strategic Partners Annuity One

To learn more about the Strategic Partners Annuity One variable annuity, you can request a copy of the Statement of Additional Information (SAI) dated January 6, 2003. The SAI has been filed with the Securities and Exchange Commission (SEC) and is legally a part of this prospectus. The SEC maintains a Web site (http://www.sec.gov) that contains the Strategic Partners Annuity One SAI, material incorporated by reference, and other information regarding registrants that file electronically with the SEC. The Table of Contents of the SAI is on Page 56 of this prospectus.

For a Free Copy of the SAI call us at:

• (888) PRU-2888 or write to us at:

• Prudential Annuity Service Center
P.O. Box 7960
Philadelphia, PA 19101

The SEC has not determined that this contract is a good investment, nor has the SEC determined that this prospectus is complete or accurate. It is a criminal offense to state otherwise. Investment in a variable annuity contract is subject to risk, including the possible loss of your money. An investment in Strategic Partners Annuity One is not a bank deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency.

CONTENTS


PART I: STRATEGIC PARTNERS ANNUITY ONE PROSPECTUS SUMMARY

		Glossary
		Summary
		Summary of Contract Expenses
		Expense Examples

PART II: STRATEGIC PARTNERS ANNUITY ONE PROSPECTUS SECTIONS 1-9

	Section 1: What is the Strategic Partners Annuity One Variable Annuity?
		Short Term Cancellation Right or “Free Look”

	Section 2: What Investment Options Can I Choose?
		Variable Investment Options
		Fixed Interest Rate Options
		Transfers Among Options
		Market Timing
		Other Available Features
		Voting Rights
		Substitution

	Section 3: What Kind of Payments Will I Receive During the Income Phase? (Annuitization)
		Payment Provisions Without the Guaranteed Minimum Income Benefit
			Option 1: Annuity Payments For A Fixed Period
			Option 2: Life Income Annuity Option
			Option 3: Interest Payment Option
			Other Annuity Options
			Tax Considerations
		Guaranteed Minimum Income Benefit
			GMIB Option 1 — Single Life Payout Option
			GMIB Option 2 — Joint Life Payout Option
		Income Appreciator Benefit

	Section 4: What is the Death Benefit?
		Beneficiary
		Calculation of the Death Benefit
		Guaranteed Minimum Death Benefit
		Special Rules If Joint Owners
		Payout Options
		Earnings Appreciator Benefit
		Spousal Continuance Benefit

	Section 5: How Can I Purchase a Strategic Partners Annuity One Contract?
		Purchase Payments
		Allocation of Purchase Payments
		Credits
		Calculating Contract Value

	Section 6: What are the Expenses Associated with the Strategic Partners Annuity One Contract?
		Insurance and Administrative Cost
		Earnings Appreciator Benefit Charge
		Guaranteed Minimum Income Benefit Charge
		Income Appreciator Benefit Charge
		Contract Maintenance Charge
		Withdrawal Charge
		Waiver of Withdrawal Charges
		Taxes Attributable to Premium
		Transfer Fee
		Company Taxes

	Section 7: How Can I Access My Money?
		Withdrawals During the Accumulation Phase
		Automated Withdrawals
		Income Appreciator Benefit Options During the Accumulation Phase
		Suspension of Payments or Transfers

	Section 8: What are the Tax Considerations Associated with the Strategic Partners Annuity One Contract?
		Contracts Owned by Individuals (Not Associated with Tax-Favored Retirement Plans)
		Contracts Held by Tax Favored Plans

	Section 9: Other Information
		Pruco Life Insurance Company
		The Separate Account
		Sale and Distribution of the Contract
		Assignment
		Financial Statements
		Statement of Additional Information
		Householding
		IRA Disclosure Statement

	Appendix
		Accumulation Unit Values

PART III: PROSPECTUSES
VARIABLE INVESTMENT OPTIONS

The Prudential Series Fund, Inc.
Janus Aspen Series

Part I Summary

Strategic Partners Annuity One Prospectus

Glossary

We have tried to make this prospectus as easy to read and understand as possible. By the nature of the contract, however, certain technical words or terms are unavoidable. We have identified the following as some of these words or terms.

ACCUMULATION PHASE

The period that begins with the contract date (which we define below) and ends when you start receiving income payments, or earlier if the contract is terminated through a full withdrawal or payment of a death benefit.

ADJUSTED CONTRACT VALUE

When you begin receiving income payments, the value of your contract minus any charge we impose for premium taxes.

ADJUSTED PURCHASE PAYMENT

Your invested purchase payment adjusted for any subsequent withdrawals. The adjusted purchase payment is used only for calculations of the earnings appreciator benefit.

ANNUITANT

The person whose life determines the amount of income payments that we will pay.

ANNUITY DATE

The date when income payments are scheduled to begin.

BENEFICIARY

The person(s) or entity you have chosen to receive a death benefit.

CONTRACT DATE

The date on which we credit your initial purchase payment. We will credit the initial purchase payment to your contract within two business days from the day on which we receive your payment and all necessary paperwork in good order at the Prudential Annuity Service Center. Contract anniversaries are measured from the contract date. A contract year starts on the contract date or on a contract anniversary.

CONTRACT OWNER, OWNER, OR YOU

The person entitled to the ownership rights under the contract.

CONTRACT VALUE

This is the total value of your contract, equal to the sum of the values of your investment in each investment option you have chosen. Your contract value will go up or down based on the performance of the investment options you choose.

CONTRACT WITH CREDIT

A version of the annuity contract that provides for a bonus credit with each purchase payment that you make and has different withdrawal charges and insurance and administrative costs than the Contract Without Credit.

CONTRACT WITHOUT CREDIT

A version of the annuity contract that does not provide a credit and has different withdrawal charges and insurance and administrative costs than the Contract With Credit.

CREDIT

If you choose the Contract With Credit, this is the bonus amount that we allocate to your account each time you make a purchase payment. The amount of the credit is a percentage of the purchase payment. Bonus credits generally are not recaptured once the free look period expires. Our reference in the preceding sentence to “generally are not recaptured” refers to the fact that we have the contractual right to deduct, from the death benefit we pay, the amount of any credit corresponding to a purchase payment made within one year of death.

DEATH BENEFIT

If the sole owner dies, or if jointly owned, the first to die of the owner or joint owner, the beneficiary you designate will receive, at a minimum, the total amount invested, reduced by withdrawals or a potentially greater amount related to market appreciation. The guaranteed minimum death benefit is available for an additional charge.

DOLLAR COST AVERAGING FIXED RATE OPTION (DCA FIXED RATE OPTION)

An investment option that offers a fixed rate of interest for a selected period during which periodic transfers are automatically made to selected variable investment options or to the one-year fixed rate option. We guarantee your money will earn at least 3% while it is allocated to this option. Payments you allocate to the DCA Fixed Rate Option become part of Pruco Life’s general assets until they are transferred.

EARNINGS APPRECIATOR BENEFIT (EAB)

An optional feature available for an additional charge that may provide a supplemental death benefit based on earnings under the contract.

FIXED INTEREST RATE OPTIONS

Investment options that offer a fixed rate of interest for either a one-year period (fixed rate option) or a selected period during which periodic transfers are made to selected variable investment options or to the one-year fixed rate option (dollar cost averaging fixed rate option).

GMDB PROTECTED VALUE

The guaranteed amount of the guaranteed minimum death benefit, which may equal the GMDB roll-up value, the GMDB step-up value, or the greater of the two. The protected value will be subject to certain age restrictions and time durations, however it will still increase by subsequent invested purchase payments and reduce by withdrawals.

GMDB ROLL-UP

We may use the GMDB roll-up value to compute the GMDB protected value of the guaranteed minimum death benefit. The GMDB roll-up is equal to the invested purchase payments compounded daily at an effective annual interest rate of 5% (if the sole owner or the older of the owner and joint owner is less than 80 years old on the contract date) or 3% (if the sole owner or the older of the owner and joint owner is between 80 and 85 years old on the contract date) starting on the date that each invested purchase payment is made, reduced by withdrawals.

GMDB STEP-UP

We may use the GMDB step-up value to compute the GMDB protected value of the guaranteed minimum death benefit.

If the sole owner or the older of the owner and joint owner is less than age 80 on the contract date, the GMDB step-up before the first contract anniversary is the initial invested purchase payment increased by subsequent invested purchase payments and reduced by the effect of withdrawals. The GMDB step-up on each contract anniversary will be the greater of the previous GMDB step-up and the contract value as of such contract anniversary. Between contract anniversaries, the GMDB step-up will be increased by invested purchase payments and reduced by the effect of withdrawals.

If the sole owner or the older of the owner and joint owner is between age 80 and 85 on the contract date, the GMDB step-up before the third contract anniversary is the sum of invested purchase payments, reduced by the effect of withdrawals. On the third contract anniversary the GMDB step-up will be adjusted to the greater of the then current GMDB step-up or the contract value as of that contract anniversary.

GMIB PROTECTED VALUE

The GMIB protected value is calculated daily and is equal to the GMIB roll-up, until the GMIB roll-up either reaches its cap or if we stop applying the annual interest rate based on the age of the annuitant, number of contract anniversaries or number of years since last GMIB reset. At such point, the GMIB protected value will be increased by any subsequent invested purchase payments, reduced by withdrawals. You may elect to reset your GMIB protected value to equal your contract value twice over the life of the contract.

GMIB ROLL-UP

We will use GMIB roll-up value to compute the GMIB protected value of the guaranteed minimum income benefit. If the annuitant is 75 years old or less on the contract date, the GMIB roll-up is equal to the invested purchase payments compounded daily at an effective annual interest rate of 5% starting on the date each invested purchase payment is made, subject to a 200% cap, and reduced by withdrawals.

GOOD ORDER

An instruction received at the Prudential Annuity Service Center, utilizing such forms, signatures and dating as we require, which is sufficiently clear that we do not need to exercise any discretion to follow such instructions.

GUARANTEED MINIMUM DEATH BENEFIT (GMDB)

An optional feature available for an additional charge, which guarantees that the death benefit that the beneficiary receives will be no less than a certain GMDB protected value. Depending upon the terms of your contract, the protected value for the guaranteed minimum death benefit may equal the GMDB roll-up value, the GMDB step-up value, or the larger of the two.

GUARANTEED MINIMUM INCOME BENEFIT (GMIB)

An optional feature available for an additional charge that guarantees that the income payments you receive during the income phase will be no less than a certain GMIB protected value applied to the guaranteed annuity purchase rates.

IAB AUTOMATIC WITHDRAWAL PAYMENT PROGRAM

A series of payments consisting of a portion of your contract value and income appreciator benefit paid to you in equal installments over a 10 year period, which you may choose, if you elect to receive the income appreciator benefit (IAB) during the accumulation phase.

IAB CREDIT

An amount we add to your contract value that is credited in equal installments over a 10 year period, which you may choose, if you elect to receive the income appreciator benefit (IAB) during the accumulation phase.

INCOME APPRECIATOR BENEFIT (IAB)

An optional feature that may be available for an additional charge that may provide a supplemental income benefit based on earnings under the contract.

INCOME OPTIONS

Options under the contract that define the frequency and duration of income payments. In your contract, we also refer to these as payout or annuity options.

INCOME PHASE

The period in which you receive income payments under the contract.

INVESTED PURCHASE PAYMENTS

Your purchase payments less any deduction we make for any premium or other tax charge.

JOINT OWNER

The person named as the joint owner, who shares ownership rights with the owner as defined in the contract.

NET PURCHASE PAYMENTS

Your total purchase payments less any withdrawals you have made.

PRUDENTIAL ANNUITY SERVICE CENTER

For general correspondence: P.O. Box 7960, Philadelphia, PA 19101. For express overnight mail: 2101 Welsh Road, Dresher, PA 19025. The telephone number is 888-PRU-2888. Prudential’s Web site is www.prudential.com.

PURCHASE PAYMENTS

The amount of money you pay us to purchase the contract. With some restrictions, you can make additional purchase payments at any time during the accumulation phase.

SEPARATE ACCOUNT

We hold your purchase payments allocated to the variable investment options in a separate account called the Pruco Life Flexible Premium Variable Annuity Account. The separate account is set apart from all of the general assets of Pruco Life.

STATEMENT OF ADDITIONAL INFORMATION

A document containing certain additional information about the Strategic Partners Annuity One variable annuity. We have filed the Statement of Additional Information with the Securities and Exchange Commission and it is legally a part of this prospectus. To learn how to obtain a copy of the Statement of Additional Information, see the front cover of this prospectus.

TAX DEFERRAL

This is a way to increase your assets without currently being taxed. Generally, you do not pay taxes on your contract earnings until you take money out of your contract. You should be aware that tax favored plans (such as IRAs) already provide tax deferral regardless of whether they invest in annuity contracts. See “What Are the Tax Considerations Associated with the Strategic Partners Annuity One Contract,” on page 50.

VARIABLE INVESTMENT OPTION

When you choose a variable investment option, we purchase shares of the mutual fund which are held as an investment for that option. We hold these shares in the separate account. The division of the separate account of Pruco Life that invests in a particular mutual fund is referred to in your contract as a subaccount.

Summary for Sections - 1–9

For a more complete discussion of the following topics, see the corresponding section in Part II of the prospectus.

SECTION 1
What Is The Strategic Partners Annuity One Variable Annuity?

The Strategic Partners Annuity One variable annuity is a contract between you, the owner, and us, the insurance company, Pruco Life Insurance Company (Pruco Life, we or us). The contract allows you to invest on a tax-deferred basis in one or more of 27 variable investment options and two fixed interest rate options. The contract is intended for retirement savings or other long-term investment purposes and provides for a death benefit.

There are two basic versions of the Strategic Partners Annuity One variable annuity.

Contract With Credit.

• provides for a bonus credit that we add to each purchase payment that you make,

• has higher withdrawal charges and insurance and administrative costs than the Contract Without Credit,

Contract Without Credit.

• does not provide a credit,

• has lower withdrawal charges and insurance and administrative costs than the Contract With Credit.

The variable investment options available under the contract offer the opportunity for a favorable return. However, this is NOT guaranteed. It is possible, due to market changes, that your investments may decrease in value.

The fixed interest rate options offer a guaranteed interest rate. While your money is allocated to one of these options, your principal amount will not decrease and we guarantee that your money will earn at least a minimum interest rate annually.

You can invest your money in any or all of the variable investment options and the fixed interest rate options. You may make up to 12 free transfers each contract year among the variable investment options. Certain restrictions apply to transfers involving the fixed interest rate options.

The contract, like all deferred annuity contracts, has two phases: the accumulation phase and the income phase.

• During the accumulation phase, any earnings grow on a tax-deferred basis and are generally only taxed as income when you make a withdrawal.

• The income phase starts when you begin receiving regular payments from your contract.

The amount of money you are able to accumulate in your contract during the accumulation phase will help determine the amount you will receive during the income phase. Other factors will affect the amount of your payments, such as age, gender, and the payout option you select.

The contract offers a choice of income and death benefit options, which may also be available to you.

If you change your mind about owning Strategic Partners Annuity One, you may cancel your contract within 10 days after receiving it (or whatever period is required under applicable state law). We call this the “Free Look” period.

SECTION 2
What Investment Options Can I Choose?

You can invest your money in any or all of the following variable investment options:

The Prudential Series Fund, Inc.

Jennison Portfolio (domestic equity)

Prudential Equity Portfolio

Prudential Global Portfolio

Prudential Money Market Portfolio

Prudential Stock Index Portfolio

Prudential Value Portfolio (domestic equity)

SP Aggressive Growth Asset Allocation Portfolio

SP AIM Aggressive Growth Portfolio

SP AIM Core Equity Portfolio

SP Alliance Large Cap Growth Portfolio

SP Alliance Technology Portfolio

SP Balanced Asset Allocation Portfolio

SP Conservative Asset Allocation Portfolio

SP Davis Value Portfolio

SP Deutsche International Equity Portfolio

SP Growth Asset Allocation Portfolio

SP INVESCO Small Company Growth Portfolio

SP Jennison International Growth Portfolio

SP Large Cap Value Portfolio

SP MFS Capital Opportunities Portfolio (domestic and foreign equity)

SP Mid-Cap Growth Portfolio (formerly SP MFS Mid-Cap Growth Portfolio)

SP PIMCO High Yield Portfolio

SP PIMCO Total Return Portfolio

SP Prudential U.S. Emerging Growth Portfolio

SP Small/ Mid Cap Value Portfolio

SP Strategic Partners Focused Growth Portfolio

Janus Aspen Series

Growth Portfolio — Service Shares

Depending upon market conditions, you may earn or lose money in any of these options. The value of your contract will fluctuate depending upon the performance of the mutual fund portfolios used by the variable investment options that you choose. Performance information for the variable investment options appears in the Statement of Additional Information (SAI). Past performance is not a guarantee of future results.

Two guaranteed fixed interest rate options are also available:

• The one-year fixed interest rate option offers a base interest rate that is guaranteed by us for one year, and will always be at least between 1.5% to 3% per year depending on your state’s applicable law. We may also offer a higher interest rate on each purchase payment allocated to this option for the first year after the payment.

• The dollar cost averaging fixed rate option offers an interest rate that is guaranteed by us for a selected period during which we make periodic transfers from this option to the variable investment options you select or to the one-year fixed interest rate option. We guarantee that the interest rate for the dollar cost averaging fixed rate option will always be at least 3% per year.

SECTION 3
What Kind Of Payments Will I Receive During The Income Phase? (Annuitization)

If you want to receive regular income from your annuity, you can choose one of several options, including guaranteed payments for the annuitant’s lifetime. Generally, once you begin receiving regular payments, you cannot change your payment plan.

For an additional fee, you may also choose, if it is available under your contract, the guaranteed minimum income benefit and the income appreciator benefit. The guaranteed minimum income benefit guarantees that once the income period begins, your income payments will be no less than a certain “GMIB protected value” applied to the guaranteed annuity purchase rates. The income appreciator benefit may provide an additional income amount during the accumulation phase or upon annuitization. See “What Kind Of Payments Will I Receive During the Income Phase” on page 31.

SECTION 4
What Is The Death Benefit?

In general, if the sole owner or first-to-die of the owner or joint owner dies before the income phase of the contract begins, the person(s) or entity that you have chosen as your beneficiary will receive, at a minimum, the greater of (i) the contract value, (ii) either the base death benefit or, for a higher insurance and administrative cost, a potentially larger guaranteed minimum death benefit. The base death benefit equals the total amount invested adjusted for withdrawals. The guaranteed minimum death benefit is equal to a “GMDB protected value” that depends upon which of the following guaranteed minimum death benefit options you choose:

• the highest value of the contract on any contract anniversary, which we call the “GMDB step-up value;”

• the total amount you invest increased by a guaranteed rate of return, which we call the “GMDB roll-up value;” or

• the greater of the GMDB step-up value or GMDB roll-up value.

If on the date we receive due proof of death, (1) there is only one owner of the contract and there is only one beneficiary who is the owner’s spouse; or (2) there are an owner and joint owner of the contract, and the owner’s spouse is both the joint owner and the beneficiary under the contract and certain other conditions are met, then in lieu of paying a death benefit, we will allow the surviving spouse to continue the contract by exercising the Spousal Continuance Benefit, which we describe on page 40.

Depending upon the terms of your contract, not all guaranteed death benefit options may be available. See “What is the Death Benefit” on page 37.

For an additional fee, you may also choose, if it is available under your contract, the earnings appreciator supplemental death benefit, which provides a benefit payment upon the death of the sole owner or first to die of the owner or joint owner during the accumulation period.

SECTION 5
How Can I Purchase A Strategic Partners Annuity One Contract?

Under most circumstances, you can purchase this contract with a minimum initial purchase payment of $10,000. Generally, you can make additional purchase payments of $500 or more at any time during the accumulation phase of the contract. Your representative can help you fill out the proper forms. The Contract With Credit provides for the allocation of a credit with each purchase payment.

You may purchase this contract only if you are age 85 or younger. Certain age limits apply to certain features and benefits described herein.

SECTION 6
What Are The Expenses Associated With The Strategic Partners Annuity One Contract?

The contract has insurance features and investment features, both of which have related costs and charges.

• Each year or upon full surrender we deduct a contract maintenance charge of $35 if your contract value is less than $75,000 (or 2% of your contract value, if that amount is less than $35). We do not impose the contract maintenance charge if your contract value is $75,000 or more. We may impose lesser charges in certain states.

• For insurance and administrative costs, we also deduct a daily charge based on the average daily value of all assets allocated to the variable investment options, depending on the death benefit option that you choose. The daily cost is equivalent to an annual charge, as follows:

  — 1.40% if you do not choose the guaranteed minimum death benefit,

  — 1.65% if you choose the roll-up or step-up guaranteed minimum death benefit option, and

  — 1.75% if you choose the guaranteed minimum death benefit option of the greater of the roll-up or step-up.

We impose an additional insurance and administrative cost of 0.10% annually for the Contract With Credit.

•    We will deduct an additional charge if you choose the earnings appreciator benefit supplemental death benefit. We deduct this charge from your contract value on the contract anniversary and upon certain other events. The charge for this benefit is based on an annual rate of 0.30% of your contract value.

•    We will deduct an additional charge if you choose the guaranteed minimum income benefit. We deduct this annual charge from your contract value on the contract anniversary and upon certain other events. The charge for this benefit is equal to 0.30% of the GMIB protected value.

•    We will deduct an additional charge if you choose the income appreciator benefit. We deduct this charge from your contract value on the contract anniversary and upon certain other events. The charge for this benefit is based on an annual rate of 0.25% of your contract value.

•    A few states and jurisdictions assess a premium tax when you begin receiving regular income payments from your annuity. In those states, we will assess the required premium tax charge, which can range up to 3.5% of your contract value.

•    The mutual funds in which the variable investment options invest also incur fees and expenses. For the year 2001, these daily charges ranged on an annual basis from 0.39% to 1.30% of a fund’s average daily net assets.

•    If you withdraw money (or you begin the income phase) less than seven contract anniversaries after making a purchase payment, then you may have to pay a withdrawal charge on all or part of the withdrawal. This charge ranges from 1-7% for the Contract Without Credit and 5-8% for the Contract With Credit (in certain states reduced withdrawal charges may apply for certain ages. Your contract contains the applicable charges).

For more information, including details about other possible charges under the contract, see “Summary of Contract Expenses” on page 14 and “What Are The Expenses Associated With The Strategic Partners Annuity One Contract?” on page 44.

SECTION 7
How Can I Access My Money?

You may withdraw money at any time during the accumulation phase. If you do so, however, you may be subject to income tax and, if you make a withdrawal prior to age 59 1/2, an additional tax penalty as well. For the Contract Without Credit, if you withdraw money less than seven contract anniversaries after making a purchase payment, we may impose a withdrawal charge ranging from 1 to 7%. For the version of the Contract With Credit, we may impose a withdrawal charge ranging from 5-8% (in certain states reduced withdrawal charges may apply for certain ages. Your contract contains the applicable charges).

SECTION 8
What Are The Tax Considerations Associated With The Strategic Partners Annuity One Contract?

Your earnings are generally not taxed until you withdraw them. If you take money out during the accumulation phase, the tax laws treat the withdrawal as first a withdrawal of earnings, which are taxed as ordinary income. If you are younger than age 59 1/2 when you take money out, you may be charged a 10% federal tax penalty on the earnings in addition to ordinary taxation. A portion of the payments you receive during the income phase is considered a return of your original investment and therefore will not be taxable as income. Generally, all amounts withdrawn from an Individual Retirement Annuity (IRA) contract (excluding Roth IRAs) prior to age 59 1/2 are taxable and subject to the 10% penalty.

SECTION 9
Other Information

This contract is issued by Pruco Life, a subsidiary of the Prudential Insurance Company of America, and sold by registered representatives of affiliated and unaffiliated broker/dealers.

Summary of Contract Expenses

The purpose of this summary is to help you to understand the costs and expenses you will pay for Strategic Partners Annuity One. This summary includes the 2001 expenses of the mutual funds used by the variable investment options, but does not include any charge for premium taxes that might be applicable in your state.

The chart below summarizes maximum charges for Strategic Partners Annuity One. For more detailed information, including additional information about current and maximum charges, see “What Are The Expenses Associated With The Strategic Partners Annuity One Contract?” on page 44. For more detailed expense information about the mutual funds, please refer to the individual fund prospectuses, which you will find attached at the back of this prospectus. Historical unit values appear in the appendix to this prospectus.




Withdrawal Charge (see Note 1 on page 15)

Number of
contract	Contract		Contract
anniversaries since	With		Without
purchase payment	Credit		Credit

0		8%		7%
1		8%		6%
2		8%		5%
3		8%		4%
4		7%		3%
5		6%		2%
6		5%		1%
7		0%		0%



		All
Maximum Transfer Fee		Contracts


	first 12 transfers per contract year	$	0
	each transfer after the first 12 in a contract year (see Note 2 below)	$	30





Maximum Contract Maintenance Charge And Contract Charge Upon Full Withdrawal (see Note 3 below)

		$	60




Insurance And Administrative Expenses

	AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE ALLOCATED TO VARIABLE INVESTMENT OPTIONS




	Base Death Benefit:		1.40	%




	Guaranteed Minimum Death Benefit Option—Roll-Up or Step-Up:		1.65	%




	Guaranteed Minimum Death Benefit Option—Greater of Roll-Up and Step-Up:		1.75	%
	Additional Charge for Contract With Credit (see Note 4 below)		0.10	%




Annual Guaranteed Minimum Income Benefit Charge And Charge Upon Certain Withdrawals (see Note 5 below)

	AS A PERCENTAGE OF GMIB PROTECTED VALUE		0.30	%


Annual Income Appreciator Benefit Charge And Charge Upon Certain Withdrawals (see Note 6 below)

	AS A PERCENTAGE OF CONTRACT VALUE	0.25	%




Annual Earnings Appreciator Benefit Charge And Charge Upon Certain Transactions (see Note 7 below)

	AS A PERCENTAGE OF CONTRACT VALUE	0.30	%

Note 1: Each contract year, you may withdraw a specified amount of your contract value without incurring a withdrawal charge. We will waive the withdrawal fee if we pay a death benefit or under certain other circumstances. See “Withdrawal Charge” on page 45. In certain states reduced withdrawal charges may apply for certain ages under the Contract with Credit. Your contract contains the applicable charges.

Note 2: Currently we charge $25 for each transfer after the twelfth in a contract year. We can raise that charge up to a maximum of $30, as shown in the above table, but have no current intention to do so. We will not charge you for transfers made in connection with Dollar Cost Averaging and Auto-Rebalancing and do not count them toward the limit of 12 free transfers per year.

Note 3: As shown in the table above, we have the right to assess a fee of up to $60 annually and at the time of full withdrawal. We currently assess a fee of $35 against contracts valued less than $75,000 (or 2% of contract value, if less).

Note 4: We impose this additional charge of 0.10% on the Contract With Credit after expiration of the free look period, irrespective of which death benefit option you choose.

Note 5: We impose this charge only if you choose the guaranteed minimum income benefit. See “Guaranteed Minimum Income Benefit,” on page 32. This charge is equal to 0.30% of the “GMIB protected value, which is calculated daily and generally is equal to the GMIB roll-up value. Subject to certain age restrictions, the roll-up value is the total of all invested purchase payments compounded daily at an effective annual rate of 5.0%, subject to a 200% cap. Withdrawals reduce both the roll-up value and the cap. The reduction is equal to the amount of the withdrawal for the first 5% of the roll-up value, calculated as of the latest contract anniversary (or contract date). The amount of the withdrawal in excess of 5% of the roll-up value further reduces the roll-up value and cap proportionally to the additional reduction in contract value after the first five percent withdrawal occurs. See “Effect of Withdrawals” on page 33. We assess this fee annually. We also assess this fee if you make a full withdrawal, but prorate the fee to reflect a partial rather than full year. If you make a partial withdrawal, we will assess the prorated fee if the remaining contract value after the withdrawal would be less than the amount of the prorated fee; otherwise we will not assess the fee at that time. In the future, we may make other guaranteed minimum income benefit options available. Those other options may involve different fees.

Note 6: We impose this charge only if you choose the income appreciator benefit. The charge for this benefit is based on an annual rate of 0.25% of your contract value. The income appreciator benefit charge is calculated: on each contract anniversary, on the annuity date, upon the death of the sole owner or first to die of the owner or joint owner prior to the annuity date, upon a full or partial withdrawal, and upon a subsequent purchase payment. The fee is based on the contract value at the time of the calculation, and is prorated based on the portion of the contract year since the date that the charge was last calculated. Although it may be calculated more often, it is deducted only: on each contract anniversary, on the annuity date, upon the death of the sole owner or first to die of the owner or joint owners prior to the annuity date, upon a full withdrawal, and upon a partial withdrawal if the contract value remaining after such partial withdrawal is not enough to cover the then-applicable charge. We reserve the right to calculate and deduct the fee more frequently than annually, such as quarterly.

Note 7: We impose this charge only if you choose the earnings appreciator benefit. The charge for this benefit is based on an annual rate of 0.30% of your contract value. Although the charge may be calculated more often, it is deducted only: on each contract anniversary, on the annuity date, upon the death of the sole owner or first to die of the owner or joint owner prior to the annuity date, upon a full withdrawal, and upon a partial withdrawal if the contract value remaining after such partial withdrawal is not enough to cover the then-applicable earnings appreciator charge. We reserve the right to calculate and deduct the fee more frequently than annually, such as quarterly.

Notes for Annual Mutual Fund Expenses
(Appearing on Page 16)

These are the historical fund expenses for the year ended December 31, 2001. Fund expenses are not fixed or guaranteed by the Strategic Partners Annuity One contract and will vary from year to year.

The Prudential Series Fund Inc.:
(1) Each “SP” Portfolio has expense reimbursements in effect, and the table shows total expenses both with and without these expense reimbursements. These expense reimbursements are voluntary and may be terminated at any time.

(2) Each Asset Allocation Portfolio of The Prudential Series Fund invests in a combination of underlying portfolios of The Prudential Series Fund. The Total Expenses and Total Expenses After Expense Reimbursement for each Asset Allocation Portfolio are calculated as a blend of the fees of the underlying portfolios, plus a 0.05% advisory fee payable to the investment adviser, Prudential Investments LLC.

Janus Aspen Series Growth Portfolio — Service Shares:

(3) Table reflects expenses for the fiscal year ended December 31, 2001. All expenses are shown without the effect of any offset arrangements.

(4) Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted by the National Association of Securities Dealers, Inc.



ANNUAL MUTUAL FUND EXPENSES (AFTER REIMBURSEMENT, IF ANY):




AS A PERCENTAGE OF EACH FUND’S AVERAGE DAILY NET ASSETS


								TOTAL EXPENSES AFTER
		INVESTMENT		OTHER				EXPENSE
		ADVISORY FEES		EXPENSES		TOTAL EXPENSES		REIMBURSEMENT*




The Prudential Series Fund, Inc.¹

	Jennison Portfolio		0.60%		0.04%		0.64%		0.64%
	Prudential Equity Portfolio		0.45%		0.04%		0.49%		0.49%
	Prudential Global Portfolio		0.75%		0.09%		0.84%		0.84%
	Prudential Money Market Portfolio		0.40%		0.03%		0.43%		0.43%
	Prudential Stock Index Portfolio		0.35%		0.04%		0.39%		0.39%
	Prudential Value Portfolio		0.40%		0.04%		0.44%		0.44%
	SP Aggressive Growth Asset Allocation Portfolio²		0.84%		0.90%		1.74%		1.04%
	SP AIM Aggressive Growth Portfolio		0.95%		2.50%		3.45%		1.07%
	SP AIM Core Equity Portfolio		0.85%		1.70%		2.55%		1.00%
	SP Alliance Large Cap Growth Portfolio		0.90%		0.67%		1.57%		1.10%
	SP Alliance Technology Portfolio		1.15%		2.01%		3.16%		1.30%
	SP Balanced Asset Allocation Portfolio²		0.75%		0.52%		1.27%		0.92%
	SP Conservative Asset Allocation Portfolio²		0.71%		0.35%		1.06%		0.87%
	SP Davis Value Portfolio		0.75%		0.28%		1.03%		0.83%
	SP Deutsche International Equity Portfolio		0.90%		2.37%		3.27%		1.10%
	SP Growth Asset Allocation Portfolio²		0.80%		0.66%		1.46%		0.97%
	SP INVESCO Small Company Growth Portfolio		0.95%		1.89%		2.84%		1.15%
	SP Jennison International Growth Portfolio		0.85%		1.01%		1.86%		1.24%
	SP Large Cap Value Portfolio		0.80%		1.18%		1.98%		0.90%
	SP MFS Capital Opportunities Portfolio		0.75%		2.29%		3.04%		1.00%
	SP MFS Mid Cap Growth Portfolio		0.80%		1.31%		2.11%		1.00%
	SP PIMCO High Yield Portfolio		0.60%		0.48%		1.08%		0.82%
	SP PIMCO Total Return Portfolio		0.60%		0.22%		0.82%		0.76%
	SP Prudential U.S. Emerging Growth Portfolio		0.60%		0.81%		1.41%		0.90%
	SP Small/ Mid Cap Value Portfolio		0.90%		0.66%		1.56%		1.05%
	SP Strategic Partners Focused Growth Portfolio		0.90%		1.71%		2.61%		1.01%

INVESTMENT

ADVISORY

12b-1

OTHER

FEES

FEE²

EXPENSES

TOTAL EXPENSES

Janus Aspen Series^{3, 4}

Growth Portfolio—Service Shares

0.65%

0.25%

0.01%

0.91%


*	Reflects fee waivers and reimbursement of expenses, if any. See notes on page 15.

The “Expense Examples” on the following pages are calculated using the figures in the “Total Expenses After Expense Reimbursement” column in the above table. The examples assume that expense waivers and reimbursements will be the same for each of the periods shown.

Expense Examples

These examples will help you compare the fees and expenses of the different variable investment options offered by Strategic Partners Annuity One. You can also use the examples to compare the cost of Strategic Partners Annuity One with other variable annuity contracts.

Example 1a: Contract Without Credit: Base Death Benefit, and You Withdraw All Your Assets

This example assumes that:

• You invest $10,000 in the Contract Without Credit;

• You do not choose a Guaranteed Minimum Death Benefit, Earnings Appreciator Benefit, Guaranteed Minimum Income Benefit, or Income Appreciator Benefit;

• You allocate all of your assets to only one of the variable investment options;

• The investment has a 5% return each year;

• The mutual fund’s operating expenses remain the same each year; and

• You withdraw all your assets at the end of the indicated period.

Example 1b: Contract Without Credit: Base Death Benefit, and You Do Not Withdraw Your Assets

This example makes exactly the same assumptions as Example 1a except that it assumes that you do not withdraw any of your assets at the end of the indicated period.

Example 2a: Contract Without Credit: Greater of Roll-up or Step-up Guaranteed Minimum Death Benefit; Guaranteed Minimum Income Benefit; Earnings Appreciator Benefit; Income Appreciator Benefit; and You Withdraw All Your Assets

This example assumes that:

• You invest $10,000 in the Contract Without Credit;

• You choose a Guaranteed Minimum Death Benefit that provides the greater of the step-up or roll-up death benefit;

• You choose the Guaranteed Minimum Income Benefit;

• You choose the Earnings Appreciator Benefit;

• You choose the Income Appreciator Benefit;

• You allocate all of your assets to only one of the variable investment options;

• The investment has a 5% return each year;

• The mutual fund’s operating expenses remain the same each year; and

• You withdraw all your assets at the end of the indicated period.

Example 2b: Contract Without Credit: Greater of Roll-up or Step-up Guaranteed Minimum Death Benefit; Guaranteed Minimum Income Benefit; Earnings Appreciator Benefit; Income Appreciator Benefit and You Do Not Withdraw Your Assets

This example makes exactly the same assumptions as Example 2a except that it assumes that you do not withdraw any of your assets at the end of the indicated period.

Example 3a: Contract With Credit: Base Death Benefit, and You Withdraw All Your Assets

This example makes exactly the same assumptions as Example 1a except that it assumes that you invest in the version of the Contract With Credit under which bonus credits are generally not recapturable after expiration of the free look period.

Example 3b: Contract With Credit: Base Death Benefit, and You Do Not Withdraw Your Assets

This example makes exactly the same assumptions as Example 1b except that it assumes that you invest in the version of the Contract With Credit under which bonus credits are generally not recapturable after expiration of the free look period.

Example 4a: Contract With Credit: Greater of Roll-up or Step-up Guaranteed Minimum Death Benefit; Guaranteed Minimum Income Benefit; Earnings Appreciator Benefit, Income Appreciator Benefit, and You Withdraw All Your Assets

This example makes exactly the same assumptions as Example 2a except that it assumes that you invest in the version of the Contract With Credit under which bonus credits are generally not recapturable after expiration of the free look period.

Example 4b: Contract With Credit: Greater of Roll-up or Step-up Guaranteed Minimum Death Benefit; Guaranteed Minimum Income Benefit; Earnings Appreciator Benefit, Income Appreciator Benefit, and You Do Not Withdraw Your Assets

This example makes exactly the same assumptions as Example 2b except that it assumes that you invest in the version of the Contract With Credit under which bonus credits are generally not recapturable after expiration of the free look period.

Your actual costs may be higher or lower, but examples of what your costs would be based on these assumptions appear on the following pages.

Notes for Expense Examples:
These examples do not show past or future expenses. Actual expenses may be higher or lower. These examples do not depict every possible combination of charges under the contracts.

These examples assume that the current expense reimbursements remain in effect during the life of the contract. If the expense reimbursements terminated, expenses could increase.

The values shown in the 10 year column are the same for Example 1a and Example 1b, the same for Example 2a and 2b, the same for Example 3a and 3b, and the same for Example 4a and 4b. This is because if 10 years have elapsed since your last purchase payment, we would no longer deduct withdrawal charges when you make a withdrawal or begin the income phase of your contract. Examples 3a, 3b, 4a and 4b reflect the maximum withdrawal charges, in certain states reduced withdrawal charges may apply for certain ages.

The examples use an average contract maintenance charge, which we calculated based on our estimate of the total contract fees we expect to collect. Based on these estimates, the contract maintenance charge is included as an annual charge of 0.05% of contract value.

Your actual fees will vary based on the amount of your contract and your specific allocation among the investment options.

A table of accumulation unit values of interests in each variable investment option appears in the Appendix.

The examples do not reflect premium taxes. We may apply a charge for premium taxes depending on what state you live in.



CONTRACT WITHOUT CREDIT:
BASE DEATH BENEFIT



		EXAMPLE 1a:								EXAMPLE 1b:
		IF YOU WITHDRAW YOUR ASSETS								IF YOU DO NOT WITHDRAW YOUR ASSETS


		1 YR		3 YRS		5 YRS		10 YRS		1 YR		3 YRS		5 YRS		10 YRS




The Prudential Series Fund, Inc.

	Jennison Portfolio		$842		$1,105		$1,394		$2,421		$212		$655		$1,124		$2,421
	Prudential Equity Portfolio		$827		$1,059		$1,317		$2,264		$197		$609		$1,047		$2,264
	Prudential Global Portfolio		$862		$1,165		$1,495		$2,626		$232		$715		$1,225		$2,626
	Prudential Money Market Portfolio		$821		$1,041		$1,286		$2,201		$191		$591		$1,016		$2,201
	Prudential Stock Index Portfolio		$817		$1,029		$1,265		$2,159		$187		$579		$995		$2,159
	Prudential Value Portfolio		$822		$1,044		$1,291		$2,212		$192		$594		$1,021		$2,212
	SP Aggressive Growth Asset Allocation Portfolio		$882		$1,226		$1,596		$2,826		$252		$776		$1,326		$2,826
	SP AIM Aggressive Growth Portfolio		$885		$1,235		$1,610		$2,856		$255		$785		$1,340		$2,856
	SP AIM Core Equity Portfolio		$878		$1,214		$1,576		$2,786		$248		$764		$1,306		$2,786
	SP Alliance Large Cap Growth Portfolio		$888		$1,243		$1,625		$2,885		$258		$793		$1,355		$2,885
	SP Alliance Technology Portfolio		$908		$1,303		$1,724		$3,080		$278		$853		$1,454		$3,080
	SP Balanced Asset Allocation Portfolio		$870		$1,189		$1,535		$2,706		$240		$739		$1,265		$2,706
	SP Conservative Asset Allocation Portfolio		$865		$1,174		$1,510		$2,656		$235		$724		$1,240		$2,656
	SP Davis Value Portfolio		$861		$1,162		$1,490		$2,615		$231		$712		$1,220		$2,615
	SP Deutsche International Equity Portfolio		$888		$1,243		$1,625		$2,885		$258		$793		$1,355		$2,885
	SP Growth Asset Allocation Portfolio		$875		$1,205		$1,561		$2,756		$245		$755		$1,291		$2,756
	SP INVESCO Small Company Growth Portfolio		$893		$1,258		$1,650		$2,934		$263		$808		$1,380		$2,934
	SP Jennison International Growth Portfolio		$902		$1,285		$1,695		$3,022		$272		$835		$1,425		$3,022
	SP Large Cap Value Portfolio		$868		$1,183		$1,525		$2,686		$238		$733		$1,255		$2,686
	SP MFS Capital Opportunities Portfolio		$878		$1,214		$1,576		$2,786		$248		$764		$1,306		$2,786
	SP MFS Mid-Cap Growth Portfolio		$878		$1,214		$1,576		$2,786		$248		$764		$1,306		$2,786
	SP PIMCO High Yield Portfolio		$860		$1,159		$1,485		$2,605		$230		$709		$1,215		$2,605
	SP PIMCO Total Return Portfolio		$854		$1,141		$1,455		$2,544		$224		$691		$1,185		$2,544
	SP Prudential U.S. Emerging Growth Portfolio		$868		$1,183		$1,525		$2,686		$238		$733		$1,255		$2,686
	SP Small/ Mid Cap Value Portfolio		$883		$1,229		$1,601		$2,836		$253		$779		$1,331		$2,836
	SP Strategic Partners Focused Growth Portfolio		$879		$1,217		$1,581		$2,796		$249		$767		$1,311		$2,796




Janus Aspen Series

	Growth Portfolio—Service Shares		$869		$1,816		$1,530		$2,696		$239		$736		$1,260		$2,696

These examples do not show past or future expenses. Actual expenses may be higher or lower.



CONTRACT WITHOUT CREDIT: GREATER OF ROLL-UP OR STEP-UP GUARANTEED
MINIMUM DEATH BENEFIT OPTION; GUARANTEED MINIMUM INCOME BENEFIT;
EARNINGS APPRECIATOR BENEFIT; INCOME APPRECIATOR BENEFIT



		EXAMPLE 2a:								EXAMPLE 2b:
		IF YOU WITHDRAW YOUR ASSETS								IF YOU DO NOT WITHDRAW YOUR ASSETS


		1 YR		3 YRS		5 YRS		10 YRS		1 YR		3 YRS		5 YRS		10 YRS




The Prudential Series Fund, Inc.

	Jennison Portfolio		$961		$1,399		$1,861		$3,322		$303		$929		$1,579		$3,322
	Prudential Equity Portfolio		$947		$1,354		$1,788		$3,181		$289		$884		$1,506		$3,181
	Prudential Global Portfolio		$982		$1,461		$1,963		$3,517		$324		$991		$1,681		$3,517
	Prudential Money Market Portfolio		$942		$1,340		$1,764		$3,133		$284		$870		$1,482		$3,133
	Prudential Stock Index Portfolio		$937		$1,325		$1,739		$3,085		$279		$855		$1,457		$3,085
	Prudential Value Portfolio		$943		$1,343		$1,768		$3,143		$285		$873		$1,486		$3,143
	SP Aggressive Growth Asset Allocation Portfolio		$1,001		$1,516		$2,054		$3,689		$343		$1,046		$1,772		$3,689
	SP AIM Aggressive Growth Portfolio		$1,004		$1,525		$2,068		$3,716		$346		$1,055		$1,786		$3,716
	SP AIM Core Equity Portfolio		$997		$1,504		$2,035		$3,653		$339		$1,034		$1,753		$3,653
	SP Alliance Large Cap Growth Portfolio		$1,007		$1,534		$2,082		$3,743		$349		$1,064		$1,800		$3,743
	SP Alliance Technology Portfolio		$1,027		$1,592		$2,177		$3,919		$369		$1,122		$1,895		$3,919
	SP Balanced Asset Allocation Portfolio		$989		$1,481		$1,996		$3,581		$331		$1,011		$1,714		$3,581
	SP Conservative Asset Allocation Portfolio		$984		$1,466		$1,972		$3,535		$326		$996		$1,690		$3,535
	SP Davis Value Portfolio		$980		$1,455		$1,953		$3,499		$322		$985		$1,671		$3,499
	SP Deutsche International Equity Portfolio		$1,007		$1,534		$2,082		$3,743		$349		$1,064		$1,800		$3,743
	SP Growth Asset Allocation Portfolio		$994		$1,496		$2,020		$3,626		$336		$1,026		$1,738		$3,626
	SP INVESCO Small Company Growth Portfolio		$1,012		$1,548		$2,106		$3,787		$354		$1,078		$1,824		$3,787
	SP Jennison International Growth Portfolio		$1,021		$1,574		$2,148		$3,867		$363		$1,104		$1,866		$3,867
	SP Large Cap Value Portfolio		$987		$1,475		$1,987		$3,563		$329		$1,005		$1,705		$3,563
	SP MFS Capital Opportunities Portfolio		$997		$1,504		$2,035		$3,653		$339		$1,034		$1,753		$3,653
	SP MFS Mid-Cap Growth Portfolio		$997		$1,504		$2,035		$3,653		$339		$1,034		$1,753		$3,653
	SP PIMCO High Yield Portfolio		$979		$1,452		$1,948		$3,490		$321		$982		$1,666		$3,490
	SP PIMCO Total Return Portfolio		$973		$1,434		$1,919		$3,434		$315		$964		$1,637		$3,434
	SP Prudential U.S. Emerging Growth Portfolio		$987		$1,475		$1,987		$3,563		$329		$1,005		$1,705		$3,563
	SP Small/ Mid Cap Value Portfolio		$1,002		$1,519		$2,058		$3,698		$344		$1,049		$1,776		$3,698
	SP Strategic Partners Focused Growth Portfolio		$998		$1,507		$2,039		$3,662		$340		$1,037		$1,757		$3,662




Janus Aspen Series

	Growth Portfolio—Service Shares		$988		$1,478		$1,992		$3,572		$330		$1,008		$1,710		$3,572

These examples do not show past or future expenses. Actual expenses may be higher or lower.



CONTRACT WITH CREDIT: BASE DEATH BENEFIT



		EXAMPLE 3a:								EXAMPLE 3b:
		IF YOU WITHDRAW YOUR ASSETS								IF YOU DO NOT WITHDRAW YOUR ASSETS


		1 YR		3 YRS		5 YRS		10 YRS		1 YR		3 YRS		5 YRS		10 YRS




The Prudential Series Fund, Inc.

	Jennison Portfolio		$973		$1,433		$1,827		$2,518		$221		$681		$1,169		$2,518
	Prudential Equity Portfolio		$957		$1,386		$1,747		$2,355		$205		$634		$1,089		$2,355
	Prudential Global Portfolio		$993		$1,496		$1,932		$2,731		$241		$744		$1,274		$2,731
	Prudential Money Market Portfolio		$951		$1,366		$1,715		$2,289		$199		$614		$1,057		$2,289
	Prudential Stock Index Portfolio		$946		$1,354		$1,693		$2,245		$194		$602		$1,035		$2,245
	Prudential Value Portfolio		$952		$1,370		$1,720		$2,300		$200		$618		$1,062		$2,300
	SP Aggressive Growth Asset Allocation Portfolio		$1,014		$1,559		$2,037		$2,939		$262		$807		$1,379		$2,939
	SP AIM Aggressive Growth Portfolio		$1,017		$1,568		$2,052		$2,970		$265		$816		$1,394		$2,970
	SP AIM Core Equity Portfolio		$1,010		$1,546		$2,016		$2,898		$258		$794		$1,358		$2,898
	SP Alliance Large Cap Growth Portfolio		$1,020		$1,577		$2,068		$3,001		$268		$825		$1,410		$3,001
	SP Alliance Technology Portfolio		$1,041		$1,639		$2,171		$3,203		$289		$887		$1,513		$3,203
	SP Balanced Asset Allocation Portfolio		$1,002		$1,521		$1,974		$2,814		$250		$769		$1,316		$2,814
	SP Conservative Asset Allocation Portfolio		$997		$1,505		$1,948		$2,762		$245		$753		$1,290		$2,762
	SP Davis Value Portfolio		$992		$1,493		$1,927		$2,720		$240		$741		$1,269		$2,720
	SP Deutsche International Equity Portfolio		$1,020		$1,577		$2,068		$3,001		$268		$825		$1,410		$3,001
	SP Growth Asset Allocation Portfolio		$1,007		$1,537		$2,000		$2,867		$255		$785		$1,342		$2,867
	SP INVESCO Small Company Growth Portfolio		$1,026		$1,593		$2,093		$3,052		$274		$841		$1,435		$3,052
	SP Jennison International Growth Portfolio		$1,035		$1,621		$2,140		$3,143		$283		$869		$1,482		$3,143
	SP Large Cap Value Portfolio		$1,000		$1,515		$1,964		$2,794		$248		$763		$1,306		$2,794
	SP MFS Capital Opportunities Portfolio		$1,010		$1,546		$2,016		$2,898		$258		$794		$1,358		$2,898
	SP MFS Mid-Cap Growth Portfolio		$1,010		$1,546		$2,016		$2,898		$258		$794		$1,358		$2,898
	SP PIMCO High Yield Portfolio		$991		$1,490		$1,922		$2,709		$239		$738		$1,264		$2,709
	SP PIMCO Total Return Portfolio		$985		$1,471		$1,890		$2,646		$233		$719		$1,232		$2,646
	SP Prudential U.S. Emerging Growth Portfolio		$1,000		$1,515		$1,964		$2,794		$248		$763		$1,306		$2,794
	SP Small/ Mid Cap Value Portfolio		$1,015		$1,562		$2,042		$2,949		$263		$810		$1,384		$2,949
	SP Strategic Partners Focused Growth Portfolio		$1,011		$1,549		$2,021		$2,908		$259		$797		$1,363		$2,908




Janus Aspen Series

	Growth Portfolio—Service Shares		$1,001		$1,518		$1,969		$2,804		$249		$766		$1,311		$2,804

These examples do not show past or future expenses. Actual expenses may be higher or lower.



CONTRACT WITH CREDIT: GREATER OF ROLL-UP OR STEP-UP GUARANTEED MINIMUM
DEATH BENEFIT OPTION; GUARANTEED MINIMUM INCOME BENEFIT; EARNINGS
APPRECIATOR BENEFIT; INCOME APPRECIATOR BENEFIT



		EXAMPLE 4a:								EXAMPLE 4b:
		IF YOU WITHDRAW YOUR ASSETS								IF YOU DO NOT WITHDRAW YOUR ASSETS


		1 YR		3 YRS		5 YRS		10 YRS		1 YR		3 YRS		5 YRS		10 YRS




The Prudential Series Fund, Inc.

	Jennison Portfolio		$1,356		$1,952		$2,391		$3,552		$326		$997		$1,693		$3,552
	Prudential Equity Portfolio		$1,340		$1,906		$2,315		$3,406		$310		$951		$1,617		$3,406
	Prudential Global Portfolio		$1,378		$2,016		$2,496		$3,752		$348		$1,061		$1,798		$3,752
	Prudential Money Market Portfolio		$1,335		$1,891		$2,290		$3,357		$305		$935		$1,592		$3,357
	Prudential Stock Index Portfolio		$1,330		$1,875		$2,264		$3,308		$300		$920		$1,566		$3,308
	Prudential Value Portfolio		$1,336		$1,894		$2,295		$3,367		$306		$938		$1,597		$3,367
	SP Aggressive Growth Asset Allocation Portfolio		$1,397		$2,074		$2,590		$3,930		$367		$1,118		$1,892		$3,930
	SP AIM Aggressive Growth Portfolio		$1,400		$2,083		$2,605		$3,957		$370		$1,127		$1,907		$3,957
	SP AIM Core Equity Portfolio		$1,393		$2,062		$2,570		$3,893		$363		$1,106		$1,872		$3,893
	SP Alliance Large Cap Growth Portfolio		$1,403		$2,092		$2,619		$3,985		$373		$1,136		$1,921		$3,985
	SP Alliance Technology Portfolio		$1,424		$2,152		$2,717		$4,166		$394		$1,197		$2,019		$4,166
	SP Balanced Asset Allocation Portfolio		$1,385		$2,038		$2,531		$3,818		$355		$1,082		$1,833		$3,818
	SP Conservative Asset Allocation Portfolio		$1,380		$2,022		$2,506		$3,771		$350		$1,067		$1,808		$3,771
	SP Davis Value Portfolio		$1,376		$2,010		$2,486		$3,734		$346		$1,055		$1,788		$3,734
	SP Deutsche International Equity Portfolio		$1,403		$2,092		$2,619		$3,985		$373		$1,136		$1,921		$3,985
	SP Growth Asset Allocation Portfolio		$1,390		$2,053		$2,555		$3,865		$360		$1,097		$1,857		$3,865
	SP INVESCO Small Company Growth Portfolio		$1,409		$2,107		$2,644		$4,031		$379		$1,151		$1,946		$4,031
	SP Jennison International Growth Portfolio		$1,418		$2,134		$2,688		$4,112		$388		$1,179		$1,990		$4,112
	SP Large Cap Value Portfolio		$1,383		$2,031		$2,521		$3,799		$353		$1,076		$1,823		$3,799
	SP MFS Capital Opportunities Portfolio		$1,393		$2,062		$2,570		$3,893		$363		$1,106		$1,872		$3,893
	SP MFS Mid-Cap Growth Portfolio		$1,393		$2,062		$2,570		$3,893		$363		$1,106		$1,872		$3,893
	SP PIMCO High Yield Portfolio		$1,375		$2,007		$2,481		$3,724		$345		$1,052		$1,783		$3,724
	SP PIMCO Total Return Portfolio		$1,368		$1,989		$2,451		$3,667		$338		$1,033		$1,753		$3,667
	SP Prudential U.S. Emerging Growth Portfolio		$1,383		$2,031		$2,521		$3,799		$353		$1,076		$1,823		$3,799
	SP Small/ Mid Cap Value Portfolio		$1,398		$2,077		$2,595		$3,939		$368		$1,121		$1,897		$3,939
	SP Strategic Partners Focused Growth Portfolio		$1,394		$2,065		$2,575		$3,902		$364		$1,109		$1,877		$3,902




Janus Aspen Series

	Growth Portfolio—Service Shares		$1,384		$2,034		$2,526		$3,809		$354		$1,079		$1,828		$3,809

These examples do not show past or future expenses. Actual expenses may be higher or lower.

Part II Sections 1–9

Strategic Partners Annuity One Prospectus


	1:

What is the Strategic Partners Annuity One


	Variable Annuity?

The Strategic Partners Annuity One variable annuity is a contract between you, the owner, and us, Pruco Life Insurance Company (Pruco Life, We or Us).

Under our contract, in exchange for your payment to us, we promise to pay you a guaranteed income stream that can begin any time on or after the third contract anniversary. Your annuity is in the accumulation phase until you decide to begin receiving annuity payments. The date you begin receiving annuity payments is the annuity date. On the annuity date, your contract switches to the income phase.

This annuity contract benefits from tax deferral. Tax deferral means that you are not taxed on earnings or appreciation on the assets in your contract until you withdraw money from your contract. (If you hold the annuity contract in a tax-favored plan such as an IRA, that plan generally provides tax deferral even without investing in an annuity contract.)

There are two basic versions of Strategic Partners Annuity One variable annuity.

Contract With Credit.


•	provides for a bonus credit that we add to each purchase payment that you make,
•	has higher withdrawal charges and insurance and administrative costs than the Contract Without Credit,

Contract Without Credit.


•	does not provide a credit, and
•	has lower withdrawal charges and insurance and administrative costs than the Contract With Credit.

Unless we state otherwise, when we use the word contract, it applies to both versions.

Because of the higher withdrawal charges, if you choose the Contract With Credit and you withdraw a purchase payment, depending upon the performance of the investment options you choose, you may be worse off than if you had chosen the Contract Without Credit. We do not recommend purchase of either version of Strategic Partners Annuity One if you anticipate having to withdraw a significant amount of your purchase payments within a few years of making those purchase payments.

Strategic Partners Annuity One is a variable annuity contract. This means that during the accumulation phase, you can allocate your assets among 27 variable investment options and two guaranteed fixed interest rate options. If you select variable investment options, the amount of money you are able to accumulate in your contract during the accumulation phase depends upon the investment performance of the mutual funds associated with those variable investment options. Because the mutual funds’ portfolios fluctuate in value depending upon market conditions, your contract value can either increase or decrease. This is important, since the amount of the annuity payments you receive during the income phase depends upon the value of your contract at the time you begin receiving payments.

As mentioned above, two guaranteed fixed interest rate options are available:

• The one-year fixed interest rate option offers a base interest rate that is guaranteed by us for one year and will always be at least a minimum interest rate per year between 1.5% to 3% depending on your state’s applicable law. We may also offer a higher interest rate on each purchase payment allocated to this option for the first year after the payment.

• The dollar cost averaging fixed rate option offers an interest rate that is guaranteed by us for a selected period during which periodic transfers are made to selected variable investment options and/or to the one-year fixed interest rate option. We guarantee your money will earn at least 3% while it is allocated to this option.

As the owner of the contract, you have all of the decision-making rights under the contract. You will also be the annuitant unless you designate someone else. The annuitant is the person whose life is used to determine how much and how long the annuity payments will continue once the annuity phase begins. On or after the annuity date, the annuitant may not be changed.

The beneficiary is the person(s) or entity you designate to receive any death benefit. You may change the beneficiary any time prior to the annuity date by making a written request to us. Your request becomes effective when we approve it.

Short Term Cancellation Right or “Free Look”

If you change your mind about owning Strategic Partners Annuity One, you may cancel your contract within 10 days after receiving it (or whatever period is required by applicable state law). You can request a refund by returning the contract either to the representative who sold it to you, or to the Prudential Annuity Service Center at the address shown on the first page of this prospectus. You will receive, depending on applicable state law:


•	Your full purchase payment; or
•	The amount your contract is worth as of the day we receive your request. This amount may be more or less than your original payment. If you have purchased the Contract With Credit, we will deduct any credit we had added to your contract value. We will not, unless and until we obtain SEC exemptive relief, recoup for our own assets the full amount of the 6% bonus credit applicable to purchase payments of $1 million or greater that we had given to you. Rather, we will recoup an amount equal to the value of the credit as of the business day on which we receive your request, less any charges attributable to that credit. We reserve the right to recapture the entire amount of the credit upon obtaining appropriate approval of the SEC with regard to that bonus credit.


	2:

What Investment Options


	Can I Choose?

The contract gives you the choice of allocating your purchase payments to any one or more of 27 variable investment options and 2 fixed interest rate options.

The 27 variable investment options invest in mutual funds managed by leading investment advisers. Separate prospectuses for these funds are attached to this prospectus. You should read a mutual fund’s prospectus before you decide to allocate your assets to the variable investment option using that fund.

VARIABLE INVESTMENT OPTIONS

Listed below are the mutual funds in which the variable investment options invest. Each variable investment option has a separate investment objective.

The Prudential Series Fund, Inc.

• Jennison Portfolio (domestic equity)

• Prudential Equity Portfolio

• Prudential Global Portfolio

• Prudential Money Market Portfolio

• Prudential Stock Index Portfolio

• Prudential Value Portfolio (domestic equity)

• SP Aggressive Growth Asset Allocation Portfolio

• SP AIM Aggressive Growth Portfolio

• SP AIM Core Equity Portfolio (formerly SP AIM Growth and Income Portfolio)

• SP Alliance Large Cap Growth Portfolio

• SP Alliance Technology Portfolio

• SP Balanced Asset Allocation Portfolio

• SP Conservative Asset Allocation Portfolio

• SP Davis Value Portfolio

• SP Deutsche International Equity Portfolio

• SP Growth Asset Allocation Portfolio

• SP INVESCO Small Company Growth Portfolio

• SP Jennison International Growth Portfolio

• SP Large Cap Value Portfolio

• SP MFS Capital Opportunities Portfolio

(domestic and foreign equity)


•	SP Mid-Cap Growth Portfolio
•	SP PIMCO High Yield Portfolio
•	SP PIMCO Total Return Portfolio
•	SP Prudential U.S. Emerging Growth Portfolio
•	SP Small/ Mid Cap Value Portfolio
•	SP Strategic Partners Focused Growth Portfolio

The Jennison Portfolio, Prudential Equity Portfolio, Prudential Global Portfolio, Prudential Money Market Portfolio, Prudential Stock Index Portfolio and Prudential Value Portfolio, and each “SP” Portfolio of the Prudential Series Fund, are managed by an indirect wholly-owned subsidiary of Prudential Financial, Inc. called Prudential Investments LLC (PI). In addition, the portfolios listed below also have subadvisers, which are listed below and which have day-to-day responsibility for managing the portfolio, subject to the oversight of PI using a manager-of-managers approach.

Prudential Money Market Portfolio and Prudential Stock Index Portfolio: Prudential Investment Management, Inc.

Jennison Portfolio, Prudential Global Portfolio, SP Jennison International Growth Portfolio, and SP Prudential U.S. Emerging Growth Portfolio: Jennison Associates LLC

Prudential Equity Portfolio: GE Asset Management, Incorporated, Jennison Associates LLC, and Salomon Brothers Asset Management Inc.

Prudential Value Portfolio: Deutsche Asset Management Investment Services Limited, Jennison Associates LLC, and Victory Capital Management Inc.

SP Strategic Partners Focused Growth Portfolio: Jennison Associates LLC and Alliance Capital Management, L.P.

SP AIM Aggressive Growth Portfolio and SP AIM Core Equity Portfolio: A I M Capital Management, Inc.

SP Alliance Large Cap Growth Portfolio and SP Alliance Technology Portfolio: Alliance Capital Management L.P.

SP Davis Value Portfolio: Davis Selected Advisers, L.P.

SP Deutsche International Equity Portfolio: Deutsche Asset Management Investment Services Limited, a wholly-owned subsidiary of Deutsche Bank AG

SP INVESCO Small Company Growth Portfolio: INVESCO Funds Group, Inc.

SP Large Cap Value Portfolio and SP Small/ Mid Cap Value Portfolio: Fidelity Management and Research Company

SP MFS Capital Opportunities Portfolio: Massachusetts Financial Services Company

SP Mid-Cap Growth Portfolio (formerly SP MFS Mid-Cap Growth Portfolio): Calamos Asset Management, Inc.

SP PIMCO High Yield Portfolio and SP PIMCO Total Return Portfolio: Pacific Investment Management Company

Janus Aspen Series

• Growth Portfolio—Service Shares

Janus Capital Management LLC serves as investment adviser to the Growth Portfolio—Service Shares of Janus Aspen Series.

A fund or portfolio may have a similar name or an investment objective and investment policies closely resembling those of a mutual fund managed by the same investment adviser that is sold directly to individual investors. Despite such similarities, there can be no assurance that the investment performance of any such fund or portfolio will resemble that of its retail fund counterpart.

An affiliate of each of the funds may compensate Pruco Life based upon an annual percentage of the average assets held in the fund by Pruco Life under the contracts. These percentages may vary by fund and/or portfolio, and reflect administrative and other services we provide.

FIXED INTEREST RATE OPTIONS

We offer two fixed interest rate options:


•	a one-year fixed interest rate option, and
•	a dollar cost averaging fixed rate option (“DCA Fixed Rate Option”).

When you select one of these options, your payment will earn interest at the established rate for the applicable interest rate period. A new interest rate period is established every time you allocate or transfer money into a fixed interest rate option. (You may not transfer amounts from other investment options into the DCA Fixed Rate Option.) You may have money allocated in more than one interest rate period at the same time. This could result in your money earning interest at different rates and each interest rate period maturing at a different time. While these interest rates may change from time to time they will never be less than a certain minimum.

One-Year Fixed Interest Rate Option

We set a one-year base guaranteed annual interest rate for the one-year fixed interest rate option. Additionally, we may provide a higher interest rate on each purchase payment allocated to this option for the first year after the payment. This higher interest rate will not apply to amounts transferred from other investment options within the contract or amounts remaining in this option for more than one year. For the one-year fixed rate option, the minimum rate is between 1.5% to 3%, depending on your state’s applicable law.

Dollar Cost Averaging Fixed Rate Option

You may allocate all or part of any purchase payment to the DCA Fixed Rate Option. For this option, the interest rate is guaranteed for the applicable period of time for which transfers are made. The minimum interest rate for this option is 3%. Under this option, you automatically transfer amounts over a stated period (currently, six or twelve months) from the DCA Fixed Rate Option to the variable investment options and/or to the one-year fixed interest rate option, as you select. We will invest the assets you allocate to the DCA Fixed Rate Option in our general account until they are transferred. You may not transfer from other investment options to the DCA Fixed Rate Option.

If you choose to allocate all or part of a purchase payment to the DCA Fixed Rate Option, the minimum amount of the purchase payment you may allocate is $2,000. The first periodic transfer will occur on the date you allocate your purchase payment to the DCA Fixed Rate Option. Subsequent transfers will occur on the monthly anniversary of the first transfer. Currently, you may choose to have the purchase payments allocated to the DCA Fixed Rate Option transferred to the other options in either six or twelve monthly installments, and you may not change that number of monthly installments after you have chosen the DCA Fixed Rate Option. You may allocate to both the six-month and twelve-month options. (In the future, we may make available other numbers of transfers and other transfer schedules—for example, quarterly as well as monthly.) If you choose a six-payment transfer schedule, each transfer generally will equal 1/6th of the amount you allocated to the DCA Fixed Rate Option, and if you choose a twelve-payment transfer schedule, each transfer generally will equal 1/12th of the amount you allocated to the DCA Fixed Rate Option. In either case, the final transfer amount generally will also include the credited interest. You may change at any time the options into which the DCA Fixed Rate Option assets are transferred. You may make a one time transfer of the remaining value out of your DCA Fixed Rate Option, if you so choose. Transfers from the DCA Fixed Rate Option do not count toward the maximum number of free transfers allowed under the contract.

If you make a withdrawal or have a fee assessed from your contract, and all or part of that withdrawal or fee comes out of the DCA Fixed Rate Option, we will recalculate the periodic transfer amount to reflect the change. This recalculation may include some or all of the interest credited to the date of the next scheduled transfer. If a withdrawal or fee assessment reduces the monthly transfer amount below $100, we will transfer the remaining balance in the DCA Fixed Rate Option on the next scheduled transfer date.

By investing amounts on a regular basis instead of investing the total amount at one time, the DCA Fixed Rate Option may decrease the effect of market fluctuation on the investment of your purchase payment. Of course, dollar cost averaging cannot ensure a profit or protect against loss in a declining market.

TRANSFERS AMONG OPTIONS

You can transfer money among the variable investment options and the one-year fixed interest rate option as well. You may make your transfer request by telephone, electronically, or otherwise in paper form to the Prudential Annuity Service Center. You may make up to two telephone and electronic transfer requests per month. You must make any additional transfer requests during that month in writing with an original signature. We have procedures in place to confirm that instructions received by telephone or electronically are genuine. We will not be liable for following telephone or electronic instructions that we reasonably believe to be genuine. We require any transfer request that you submit by fax to be accompanied by a confirming telephone call to the Prudential Annuity Service Center. Your transfer request will take effect at the end of the business day on which we receive it. Our business day generally closes at 4:00 p.m. Eastern time, and requests received after that time will take effect at the end of the next business day.

You can make transfers out of a fixed interest-rate option, other than the DCA Option, only during the 30-day period following the end of the one year interest rate period. Transfers from the DCA Option are made on a periodic basis for the period that you select.

During the contract accumulation phase, you can make up to 12 transfers each contract year without charge. We currently charge $25 for each transfer after the twelfth in a contract year, and we have the right to increase this charge up to $30. (Dollar Cost Averaging and Auto-Rebalancing transfers are always free, and do not count toward the 12 free transfers per year.)

MARKET TIMING

The contract was not designed for market timing or for persons that make programmed, large, or frequent transfers. Because market timing and similar trading practices generally are disruptive to the separate account and the underlying mutual funds, we monitor contract transactions in an effort to identify such trading practices. If we detect those practices, we reserve the right to reject a proposed transaction and to modify the contract’s transfer procedures. For example, we may decide not to accept the transfer requests of an agent acting under a power of attorney on behalf of more than one contractholder.

OTHER AVAILABLE FEATURES

Dollar Cost Averaging

The dollar cost averaging (DCA) feature (which is distinct from the DCA Fixed Rate Option) allows you to systematically transfer either a fixed dollar amount or a percentage out of any variable investment option and into one or more other variable investment options. You can have these automatic transfers occur monthly, quarterly, semiannually or annually. By investing amounts on a regular basis instead of investing the total amount at one time, dollar cost averaging may decrease the effect of market fluctuation on the investment of your purchase payment. Of course, dollar cost averaging cannot ensure a profit or protect against loss in a declining market.

Each dollar cost averaging transfer must be at least $100. Transfers will be made automatically on the schedule you choose until the entire amount you chose to have transferred has been transferred or until you tell us to discontinue the transfers. If the remaining amount to be transferred drops below $100, the entire remaining balance will be transferred on the next transfer date. You can allocate additional amounts to be transferred at any time.

Your transfers will occur on the last calendar day of each transfer period you have selected, provided that the New York Stock Exchange is open on that date. If the New York Stock Exchange is not open on a particular transfer date, the transfer will take effect on the next business day.

Any dollar cost averaging transfers you make do not count toward the 12 free transfers you are allowed each contract year. The dollar cost averaging feature is available only during the contract accumulation phase.

Asset Allocation Program

We recognize the value of having advice when deciding how to allocate your purchase payments among the investment options. If you choose to participate in the Asset Allocation Program, your representative will give you a questionnaire to complete that will help determine a program that is appropriate for you. We will prepare your asset allocation based on your answers to the questionnaire. We will not charge you for this service and you are not obligated to participate or to invest according to program recommendations.

Auto-Rebalancing

Once you have allocated your money among the variable investment options, the actual performance of the investment options may cause your allocation to shift. For example, an investment option that initially holds only a small percentage of your assets could perform much better than another investment option. Over time, this option could increase to a larger percentage of your assets than you desire. You can direct us to automatically rebalance your assets to return to your original allocation percentages or to subsequent allocation percentages you select. We will rebalance only the variable investment options that you have designated. If you also participate in the DCA feature, then the variable investment option from which you make the DCA transfers will not be rebalanced.

You may choose to have your rebalancing occur monthly, quarterly, semiannually, or annually. The rebalancing will occur on the last calendar day of the period you have chosen, provided that the New York Stock Exchange is open on that date. If the New York Stock Exchange is not open on that date, the rebalancing will take effect on the next business day.

Any transfers that occur as a result of the Auto-Rebalancing feature do not count toward the 12 free transfers you are allowed per year. The auto-rebalancing feature is available only during the contract accumulation phase. If you choose auto-rebalancing and dollar cost averaging, auto-rebalancing will take place after the transfers from your DCA account.

VOTING RIGHTS

We are the legal owner of the shares of the mutual funds available as variable investment options. However, we currently vote the shares of the mutual funds according to voting instructions we receive from contract owners. When a vote is required, we will mail you a form that you can complete and return to us to tell us how you wish us to vote. When we receive those instructions, we will vote all of the shares we own on your behalf in accordance with those instructions. We will vote fund shares for which we do not receive instructions, and any other shares that we own, in the same proportion as shares for which we do receive instructions from contract owners. We may change the way your voting instructions are calculated if federal or state law requires or permits it.

SUBSTITUTION

We may substitute one or more of the mutual funds used by the variable investment options. We would not do this without the approval of the SEC and any necessary state insurance departments. We would give you specific notice in advance of any substitution we intended to make. We may also stop allowing investments in existing funds.


	3 :

What Kind of Payments Will I Receive During the


	Income Phase? (Annuitization)

We can begin making annuity payments any time on or after the third contract anniversary (or as required by state law if different). Annuity payments must begin no later than the contract anniversary next following the annuitant’s 95th birthday (unless we agree to another date).

The Strategic Partners Annuity One variable annuity contract offers an optional guaranteed minimum income benefit, which we describe below. Your annuity options vary depending upon whether you choose this benefit.

Depending upon the annuity option you choose, you may incur a withdrawal charge when the income phase begins. Currently, if permitted by state law, we deduct any applicable withdrawal charge if you choose Option 1 for a period shorter than five years, Option 3, or certain other annuity options that we may make available. We do not deduct a withdrawal charge if you choose Option 1 for a period of five years or longer or Option 2. For information about withdrawal charges, see “What are the Expenses Associated with the Strategic Partners Annuity One Contract,” page 44.

PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT

We make the income plans described below available at any time before the annuity date. We call these plans “annuity options” or “settlement options.” During the income phase, all of the annuity options under this contract are fixed annuity options. This means that you no longer invest in the variable investment options—that is, in the underlying mutual funds—on or after the annuity date. If another annuity option is not selected by the annuity date, you will automatically select the Life Income Annuity Option (Option 2, described below) unless prohibited by applicable law. Generally, once the annuity payments begin, the annuity option cannot be changed and you cannot make withdrawals.

Option 1
Annuity Payments For A Fixed Period

Under this option, we will make equal payments for the period chosen, up to 25 years (but not to exceed life expectancy). We will make these payments monthly, quarterly, semiannually, or annually, as you choose, for the fixed period. If the annuitant dies during the income phase, we will continue payments to the beneficiary for the remainder of the fixed period or, if the beneficiary so chooses, we will make a single lump-sum payment. We calculate the amount of the lump sum payment as the present value of the unpaid future payments based upon the interest rate used to compute the actual payments. That interest rate will always be at least 3% a year.

Option 2
Life Income Annuity Option

Under this option, we will make annuity payments monthly, quarterly, semiannually, or annually as long as the annuitant is alive. If the annuitant dies before we have made 10 years’ worth of payments, we will pay the beneficiary the present value of the remaining annuity payments in one lump sum, unless we were specifically instructed to continue to pay the remaining monthly annuity payments. We calculate the present value of the remaining annuity payments using the interest rate used to compute the amount of the original 120 payments. That interest rate will always be at least 3% a year. If an annuity option is not selected by the annuity date, you will automatically select this option, unless prohibited by applicable law.

Option 3
Interest Payment Option

Under this option, we will credit interest on the adjusted contract value until you request payment of all or part of the adjusted contract value. We can make interest payments on a monthly, quarterly, semiannual, or annual basis or allow the interest to accrue on your contract assets. Under this option, we will pay you interest at an effective rate of at least 3% a year. This option is not available if you hold your contract in an IRA.

Under this option, all gain in the annuity will be taxable as of the annuity date.

Other Annuity Options

We currently offer a variety of other annuity options. At the time annuity payments are chosen, we may make available to you any of the fixed annuity options then offered.

Applicable state law may limit some of these options. Consult the Statement of Additional Information for details.

TAX CONSIDERATIONS

If your contract is held under a tax-favored plan, as discussed on page 51, you should consider the minimum distribution requirements mentioned on page 53 when selecting your annuity option.

For certain contracts held in connection with “qualified” retirement plans (such as a Section 401(k) plan), please note that if you are married at the time your payments commence, you may be required by federal law to choose an income option that provides at least a 50 percent joint and survivor annuity to your spouse, unless your spouse waives that right. Similarly, if you are married at the time of your death, federal law may require all or a portion of the death benefit to be paid to your spouse, even if you designated someone else as your beneficiary. For more information, consult the terms of your retirement arrangement.

GUARANTEED MINIMUM INCOME BENEFIT

The guaranteed minimum income benefit (GMIB), is an optional feature that, if you choose it, guarantees that once the income period begins, your income payments will be no less than a certain GMIB protected value applied to the guaranteed annuity purchase rates. If you want the guaranteed minimum income benefit, you must elect it when you make your initial purchase payment. Once elected, the guaranteed minimum income benefit cannot be revoked.

The GMIB protected value is calculated daily and is equal to the GMIB roll-up until the GMIB roll-up either reaches its cap or if we stop applying the annual interest rate based on the age of the annuitant, number of contract anniversaries, or number of years since last GMIB reset, as described below. At this point, the GMIB protected value will be increased by any subsequent invested purchase payments, reduced by the effect of withdrawals. Depending on applicable state law, the guaranteed minimum income benefit is not available under all contracts. In addition, the guaranteed minimum income benefit is subject to certain age restrictions described below.

• The annuitant must be 75 or younger in order for you to elect guaranteed minimum income benefit.

• If you choose the guaranteed minimum income benefit, we will impose an annual charge equal to 0.30% of the GMIB protected value, described below. (In some states, we may calculate this fee on a different basis, but it will not be higher than 0.30% of the GMIB protected value.) See “What are the Expenses Associated with the Strategic Partners Annuity One Contract?” on page 44.

• To take advantage of the guaranteed minimum income benefit, you must wait a certain amount of time before you begin the income phase. The waiting period is the period extending from the contract date to the 7th contract anniversary but, if the guaranteed minimum income benefit has been reset (as described below), the waiting period is the 7 year period beginning with the date of the most recent reset.

Once the waiting period has elapsed, you will have a thirty-day period each year, beginning on the contract anniversary, during which you may begin the income phase with the guaranteed minimum income benefit by submitting the necessary forms in good order to the Prudential Annuity Service Center.

GMIB Roll-Up

The GMIB roll-up is equal to the invested purchase payments, increased daily at an effective annual interest rate of 5% starting on the date each invested purchase payment is made, until the cap is reached (GMIB roll-up cap). We will reduce this amount by the effect of withdrawals. The GMIB roll-up cap is equal to two times each invested purchase payment and is reduced by the effect of withdrawals.

Even if the GMIB roll-up cap has not been reached, we will nevertheless stop increasing the GMIB roll-up value by the effective annual interest rate on the latest of:

• the contract anniversary coinciding with or next following the annuitant’s 80th birthday,

• the 7th contract anniversary, or

• 7 years from the most recent GMIB reset (as described below).

However, even if we stop increasing the GMIB roll-up value by the effective annual interest rate, we will still increase the GMIB protected value by subsequent invested purchase payments, reduced by the effect of withdrawals.

Effect of Withdrawals.

In each contract year, withdrawals will first reduce the GMIB protected value on a dollar for dollar basis, by the same dollar amount of the withdrawal up to the first 5% of GMIB protected value calculated on the contract anniversary (or, during the first contract year, on the contract date). A proportional reduction will apply to amounts exceeding the 5% of GMIB protected value. We calculate the proportional reduction by dividing the contract value after the withdrawal by the contract value immediately following the withdrawal of the first 5% of GMIB protected value. The resulting percentage is multiplied by the GMIB protected value minus the amount of the withdrawal that does not exceed 5%.

Here is an example of the impact of a withdrawal on the GMIB protected value:

An owner invests $100,000 initially and then requests a withdrawal of $8,000 in the first contract year. If the contract value had increased to $108,000 prior to the withdrawal, the first $5,000 of the withdrawal would reduce the GMIB protected value by $5,000 (dollar-for-dollar up to 5% of the GMIB protected value at issue). The remaining $3,000 of the withdrawal would reduce the GMIB protected value in the same proportion that the contract value was reduced. Since the remaining $3,000 withdrawn is 2.91% of the contract value after the initial $5,000 was withdrawn on a dollar-for-dollar basis, the remaining GMIB protected value is reduced by 2.91%. If the protected value were $105,000 before the withdrawal, after the reduction it would be $97,090 ($105,000 minus $5,000 taken dollar for dollar minus a reduction of 2.91% of $100,000 or $2,910).

GMIB Reset Feature

You may elect to “reset” your GMIB protected value to equal your current contract value twice over the life of the contract. You may only exercise this reset option if the annuitant has not yet reached his or her 76th birthday. If reset, you must wait a new 7-year period from the most recent reset to exercise the guaranteed minimum income benefit. Further, we will reset the GMIB roll-up cap to equal two times the GMIB protected value as of such date. Additionally, if you reset, we will determine the GMIB payout amount by using the guaranteed annuity purchase rates (attached to your contract) based on the number of years since the most recent reset.

Payout Amount

The guaranteed minimum income benefit payout amount is based on the age and sex of the annuitant (and, if there is one, the co-annuitant as well). After we first deduct a charge for any applicable premium taxes, the payout amount will equal the greater of:

1) the GMIB protected value as of the date you exercise the GMIB payout option, applied to the guaranteed annuity purchase rates and based on the annuity payout option as described below.

2) the adjusted contract value—that is, the contract value minus any charge we impose for premium taxes—as of the date you exercise the GMIB payout option applied to the current annuity purchase rates then in use.

GMIB Annuity Payout Options

We currently offer two guaranteed minimum income benefit annuity payout options. Each option involves payment for at least a period certain of ten years.

GMIB Option 1
Single Life Payout Option

We will make monthly payments for as long as the annuitant lives, with payments for a period certain. We will stop making payments after the later of the death of the annuitant or the end of the period certain.

GMIB Option 2
Joint Life Payout Option

In the case of an annuitant and co-annuitant, we will make monthly payments for the joint lifetime of the annuitant and co-annuitant, with payments for a period certain. If the co-annuitant dies first, we will continue to make payments until the later of the death of the annuitant and the end of the period certain. If the annuitant dies first, we will continue to make payments until the later of the death of the co-annuitant and the end of the period certain, but if the period certain ends first, we will reduce the amount of each payment to 50% of the original amount.

You have no right to withdraw amounts early under either GMIB payout option. We may make other payout frequencies available, such as quarterly, semi-annually or annually.

Because we do not impose a new waiting period for each subsequent purchase payment, if you choose the guaranteed minimum income benefit, we reserve the right to limit subsequent purchase payments if we discover that by the timing of your purchase payments and withdrawals, your protected value is increasing in ways we did not intend. In determining whether to limit purchase payments, we will look at purchase payments which are disproportionately larger than your initial purchase payment and other actions that may artificially increase the GMIB protected value. Certain state laws may prevent us from limiting your subsequent purchase payments. You must exercise one of the GMIB payout options described above no later than 30 days after the contract anniversary following the annuitant’s attainment of age 95.

INCOME APPRECIATOR BENEFIT

The income appreciator benefit (or “IAB”) is an optional, supplemental income benefit that provides an additional income amount during the accumulation period or upon annuitization. The income appreciator benefit is designed to provide you with additional funds in order to defray the impact taxes may have on distributions from your contract. Because individual circumstances vary, you should consult with a qualified tax adviser to determine whether it would be appropriate for you to elect the income appreciator benefit.

If you want the income appreciator benefit, you generally must elect it when you make your initial purchase payment. Once you elect the income appreciator benefit, you may not later revoke it.


•	The annuitant must be 75 or younger in order for you to elect the income appreciator benefit
•	If you choose the income appreciator benefit, we will impose an annual charge equal to 0.25% of your contract value. See “What are the Expenses Associated with the Strategic Partners Annuity One Contract?” on page 43.

Activation of the Income Appreciator Benefit

You can activate the income appreciator benefit at any time after it has been in force for seven years. To activate the income appreciator benefit, you must send us a written request in good order.

Once activated, you can receive the income appreciator benefit:


	•	at annuitization as part of an annuity payment (IAB Option 1);
	•	during the accumulation phase through the IAB automatic withdrawal payment program (IAB Option 2); or
	•	during the accumulation phase as an income appreciator benefit credit to your contract over a 10-year period (IAB Option 3).

More information about IAB Option 1 appears below. For information about IAB Options 2 and 3, see “How Can I Access My Money?” on page 48.

Income appreciator benefit payments are treated as earnings and may be subject to tax upon withdrawal. See “What are the Tax Considerations Associated with the Strategic Partners Annuity One Contract?” on page 49.

Calculation of Income Appreciator Benefit Amount

We will calculate the income appreciator benefit amount as of the date we receive your written request in good order (or, for IAB Option 1, on the annuity date). We do this by multiplying the current earnings in the contract by the applicable income appreciator benefit percentage based on the number of years the income appreciator benefit has been in force. For purposes of calculating the income appreciator benefit:


•	earnings are calculated as the difference between the contract value and the sum of all purchase payments;
•	earnings do not include (1) any amount added to the contract value as a result of the spousal continuance benefit (explained on page 40), or (2) if we were to permit you to elect the income appreciator benefit after the contract date, any earnings accrued under the contract prior to that election;
•	withdrawals reduce earnings first, then purchase payments, on a dollar-for-dollar basis;
•	the table below shows the income appreciator benefit percentages corresponding to the number of years the income appreciator benefit has been in force.


Number of Years		Income
Income Appreciator		Appreciator
Benefit		Benefit
Has Been In Force		Percentage

	0-6		0%
	7-9		15%
	10-14		20%
	15+		25%

You can activate the income appreciator benefit at annuitization under IAB Option 1, as described below. You can also activate the income appreciator benefit during accumulation period under IAB Options 2 and 3. For more information about IAB Options 2 and 3, see “How Can I Access My Money?” on page 48.

IAB Option 1 — Income Appreciator Benefit at Annuitization

Under this option, if you choose to activate the income appreciator benefit at annuitization, we will calculate the income appreciator benefit amount on the annuity date and add it to the contract value for purposes of determining the adjusted contract value. You may apply the adjusted contract value to any annuity or settlement option over the lifetime of the annuitant, joint annuitants, or a period certain of at least 15 years (but not to exceed life expectancy).

Upon annuitization, you may lose all or a portion of the Income Appreciator Benefit if you choose an annuity settlement option other than any lifetime payout option or period certain option for at least 15 years. In such instances, we would not reimburse you for the expenses you had paid us for this benefit.

Effect of Income Appreciator Benefit on Guaranteed Minimum Income Benefit

If you exercise the guaranteed minimum income benefit feature and an income appreciator benefit amount remains payable under your contract, the value we use to calculate the annuity payout amount will be the greater of:


1.	the adjusted contract value plus the remaining income appreciator benefit amount, calculated at current annuitization rates; or
2.	the guaranteed minimum income benefit protected value plus the remaining income appreciator benefit amount, calculated using the guaranteed annuity purchase rates shown in the contract.

If you exercise the guaranteed minimum income benefit feature and activate the income appreciator benefit at the same time, you must choose among the guaranteed minimum income benefit annuity payout options available at the time.

Terminating the Income Appreciator Benefit

The income appreciator benefit will terminate on the earliest of:


•	the date you make a total withdrawal from the contract;
•	the date a death benefit is payable if the contract is not continued by the surviving spouse under the spousal continuance benefit;
•	the date the income appreciator benefit amount is reduced to zero (generally ten years after activation) under IAB Options 2 and 3;
•	the date of annuitization; or
•	the date the contract terminates.


	4 :

What is the


	Death Benefit?

The death benefit feature protects the value of the contract for the beneficiary.

BENEFICIARY

The beneficiary is the person(s) or entity you name to receive any death benefit. You name the beneficiary at the time the contract is issued, unless you change it at a later date. Unless you name an irrevocable beneficiary, during the accumulation period you can change the beneficiary at any time before the owner dies. However, if jointly owned, the owner must name the joint owner and the joint owner must name the owner as the beneficiary.

CALCULATION OF THE DEATH BENEFIT

If the owner or joint owner dies during the accumulation phase, we will, upon receiving the appropriate proof of death and any other needed documentation (“proof of death”), pay a death benefit to the beneficiary designated by the deceased owner or joint owner. If there are an owner and joint owner of the contract, and the owner’s spouse is both the joint owner and the beneficiary, at the death of the first to die, the death benefit will be paid to the surviving owner or the surviving owner may continue the contract under the Spousal Continuance Benefit. See “Spousal Continuance Benefit” on page 40. Upon death, the beneficiary will receive the greater of the following:


1)	The current value of your contract (as of the time we receive proof of death). If you have purchased the Contract With Credit, we will first deduct any credit corresponding to a purchase payment made within one year of death.
2)	Either the base death benefit, which equals the total purchase payments you have made less any withdrawals, or, if you have chosen a guaranteed minimum death benefit, the GMDB protected value of that death benefit.

GUARANTEED MINIMUM DEATH BENEFIT

The guaranteed minimum death benefit (GMDB) provides for the option to receive an enhanced death benefit upon the death of the sole owner or the first to die of the owner or joint owner during the accumulation phase. If you elect the GMDB feature, you must elect a GMDB protected value option. The GMDB protected value option can be equal to the GMDB roll-up, the GMDB step-up, or the greater of the GMDB roll-up and the GMDB step-up. The GMDB protected value is calculated daily.

GMDB ROLL-UP

If the sole owner or the older of the owner and joint owner is less than age 80 on the contract date, the GMDB roll-up is equal to the invested purchase payments, increased daily at an effective annual interest rate of 5% starting on the date that each invested purchase payment is made. The GMDB roll-up will increase by subsequent invested purchase payments and reduce by the effect of withdrawals.

We stop increasing the GMDB roll-up by the effective annual interest rate on the later of:

• the contract anniversary coinciding with or next following the sole owner’s or older owner’s 80th birthday, or

• the 5th contract anniversary.

However, the GMDB protected value will still increase by subsequent invested purchase payments and reduce by the effect of withdrawals.

Withdrawals will first reduce the GMDB protected value on a dollar-for-dollar basis up to the first 5% of GMDB protected value calculated on the contract anniversary (on the contract date in the first contract year), then proportionally by any amounts exceeding the 5%.

If the sole owner or the older of the owner and joint owner is between age 80 and 85 on the contract date, the GMDB roll-up is equal to the invested purchase payments, increased daily at an effective annual interest rate of 3% starting on the date that each invested purchase payment is made. We will increase the GMDB roll-up by subsequent invested purchase payments and reduce it by the effect of withdrawals.

We stop increasing the GMDB roll-up by the effective annual interest rate on the 5th contract anniversary. However we will continue to reduce the GMDB protected value by the effect of withdrawals.

Withdrawals will first reduce the GMDB protected value on a dollar-for-dollar basis up to the first 3% of GMDB protected value calculated on the contract anniversary (on the contract date in the first contract year), then proportionally by any amounts exceeding the 3%.

GMDB STEP-UP
If the sole owner or the older of the owner and joint owner is less than age 80 on the contract date, the GMDB step-up before the first contract anniversary is the initial invested purchase payment increased by subsequent invested purchase payments, and proportionally reduced by the effect of withdrawals. The GMDB step-up on each contract anniversary will be the greater of the previous GMDB step-up and the contract value as of such contract anniversary. Between contract anniversaries, the GMDB step-up will increase by invested purchase payments and reduce proportionally by withdrawals.

We stop increasing the GMDB step-up by any appreciation in the contract value on the later of:

• the contract anniversary coinciding with or next following the sole or older owner’s 80th birthday, or

• the 5th contract anniversary.

However we still increase the GMDB protected value by subsequent invested purchase payments and proportionally reduce it by withdrawals.

If the sole owner or the older of the owner and joint owner is between age 80 and 85 on the contract date, the GMDB step-up before the third contract anniversary is the sum of invested purchase payments, reduced by the effect of withdrawals. On the third contract anniversary, we will adjust the GMDB step-up to the greater of the then current GMDB step-up or the contract value as of that contract anniversary. Thereafter we will only increase the GMDB protected value by subsequent invested purchase payments and proportionally reduce it by withdrawals.

Special rules apply if the beneficiary is the spouse of the owner, and the contract does not have a joint owner. In that case, upon the death of the owner, the spouse will have the choice of the following:

• If the sole beneficiary under the contract is the owner’s spouse, and the other requirements of the Spousal Continuance Benefit are met (see page 40), then the contract can continue, and the spouse will become the new owner of the contract; or

• The spouse can receive the death benefit. If the spouse does wish to receive the death benefit, he or she must make that choice within the first 60 days following our receipt of proof of death. Otherwise, the beneficiary will receive the death benefit.

If ownership of the contract changes as a result of the owner assigning it to someone else, we will reset the value of the death benefit to equal the contract value on the date the change of ownership occurs, and for purposes of computing the future death benefit, we will treat that contract value as a purchase payment occurring on that date.

Depending on applicable state law, some death benefit options may not be available or may be subject to certain restrictions under your contract.

SPECIAL RULES IF JOINT OWNERS

If the contract has an owner and a joint owner and they are spouses at the time that one dies the Spousal Continuance Benefit may apply. See “Spousal Continuance Benefit” page 40. If the Contract has an owner and a joint owner and they are not spouses at the time one dies, we will pay the death benefit and the contract will end.

PAYOUT OPTIONS

The beneficiary may, within 60 days of providing proof of death, choose to take the death benefit under one of several death benefit payout options listed below.

The death benefit payout options are:

Choice 1. Lump sum payment of the death benefit. If the beneficiary does not choose a payout option within sixty days, the beneficiary will receive this payout option.

Choice 2. The payment of the entire death benefit within a period of 5 years from the date of death of the first to die of the owner or joint owner.

The entire death benefit will include any increases or losses resulting from the performance of the variable or fixed interest rate options during this period. During this period the beneficiary may: reallocate the contract value among the variable or one-year fixed interest rate options; name a beneficiary to receive any remaining death benefit in the event of the beneficiary’s death; and make withdrawals from the contract value, in which case, any such withdrawals will not be subject to any withdrawal charges. However, the beneficiary may not make any purchase payments to the contract.

During this 5 year period, we will continue to deduct from the death benefit proceeds the charges and costs that were associated with the features and benefits of the contract. Some of these features and benefits may not be available to the beneficiary, such as the GMIB, IAB and spousal continuance benefit.

Choice 3. Payment of the death benefit under an annuity or annuity settlement option over the lifetime of the beneficiary or over a period not extending beyond the life expectancy of the beneficiary with distribution beginning within one year of the date of death of the last to survive of the owner or joint owner.

If the contract has an owner and a joint owner:

• If the owner and joint owner are spouses at the death of the first to die of the two, any portion of the death benefit not applied under Choice 3 within one year of the survivor’s date of death must be distributed within five years of the survivor’s date of death.

• If the owner and joint owner are not spouses at the death of the first to die of the two, any portion of the death benefit (which is equal to the adjusted contract value) not applied under Choice 3 within one year of the date of death of the first to die must be distributed within five years of that date of death.

The tax consequences to the beneficiary vary among the three death benefit payout options. See “What are the Tax Considerations Associated with the Strategic Partners Annuity One Contract?” on page 49.

EARNINGS APPRECIATOR BENEFIT

The earnings appreciator benefit (or “EAB”) is an optional, supplemental death benefit that provides a benefit payment upon the death of the sole owner or first to die of the owner or joint owner during the accumulation phase. Any earnings appreciator benefit payment we make will be in addition to any other death benefit payment we make under the contract.

The earnings appreciator benefit is designed to provide a beneficiary with additional funds when we pay a death benefit in order to defray the impact taxes may have on that payment. Because individual circumstances vary, you should consult with a qualified tax adviser to determine whether it would be appropriate for you to elect the earnings appreciator benefit.

If you want the earnings appreciator benefit, you generally must elect it at the time you apply for the contract. If you elect the earnings appreciator benefit, you may not later revoke it.

Upon our receipt of due proof of death in good order, we will determine an earnings appreciator benefit by multiplying the earnings appreciator benefit percentage below by the lesser of: (i) the then-existing amount of earnings under the contract, or (ii) an amount equal to 3 times the sum of all purchase payments previously made under the contract.

For purposes of computing earnings and purchase payments under the earnings appreciator benefit, we calculate earnings as the difference between the contract value and the sum of all purchase payments. Withdrawals reduce earnings first, then purchase payments, on a dollar-for-dollar basis.

EAB percentage:

• 40% if the owner is age 70 or younger on the date the application is signed.

• 25% if the owner is between ages 71 and 75 on the date the application is signed.

• 15% if the owner is between ages 76 and 79 on the date the application is signed.

If the contract is owned jointly, the age of the older of the owner or joint owner determines the EAB percentage.

If the surviving spouse is continuing the contract in accordance with the spousal continuance benefit (See “Spousal Continuance Benefit” page 40), the following conditions apply:

• In calculating the earnings appreciator benefit, we will use the age of the surviving spouse at the time that the spousal continuance benefit is activated to determine the applicable EAB percentage.

• We will not allow the surviving spouse to continue the earnings appreciator benefit (or bear the charge associated with this benefit) if he or she is age 80 or older on the date that the spousal continuance benefit is activated.

• If the earnings appreciator benefit is continued, we will calculate any applicable earnings appreciator benefit payable upon the surviving spouse’s death by treating the contract value (as adjusted under the terms of the spousal continuance benefit) as the first purchase payment.

Terminating the Earnings Appreciator Benefit

The earnings appreciator benefit will terminate on the earliest of:


•	the date you make a total withdrawal from the contract,
•	the date a death benefit is payable if the contract is not continued by the surviving spouse under the spousal continuance benefit,
•	the date the contract terminates, or
•	the date you annuitize the contract.

SPOUSAL CONTINUANCE BENEFIT

This benefit is available if, on the date we receive due proof of the owner’s death, (1) there is only one owner of the contract and there is only one beneficiary who is the owner’s spouse; or (2) there are an owner and joint owner of the contract, and the joint owner is the owner’s spouse and the owner’s beneficiary under the contract. In such cases, the surviving spouse, or annuitant if other than the surviving spouse, cannot be older than age 95 on that date, and the surviving spouse will become the new sole owner under the contract. Assuming the above conditions are present, the surviving spouse can elect the spousal continuance benefit, but must do so no later than 60 days after furnishing due proof of the owner’s death in good order.

Upon activation of the spousal continuance benefit, the contract value is adjusted to equal the amount of the death benefit to which the surviving spouse would have been entitled. This contract value will serve as the basis for calculating any death benefit payable upon the death of the surviving spouse. We will allocate any increase in the adjusted contract value among the variable or fixed interest rate options in the same proportions that existed immediately prior to the spousal continuance adjustment.

Under the spousal continuance benefit, we waive any potential withdrawal charges applicable to purchase payments made prior to activation of the spousal continuance benefit. However, we will continue to impose withdrawal charges on purchase payments made after activation of this benefit.

If you elected the base death benefit, then upon activation of the spousal continuance benefit, we will adjust the contract value to equal the greater of:

• the contract value, or

• the sum of all invested purchase payments (adjusted for withdrawals),

plus the amount of any applicable earnings appreciator benefit.

If you elected the guaranteed minimum death benefit with the GMDB roll-up, we will adjust the contract value to equal the greater of:

• the contract value, or

• the GMDB roll-up,

plus the amount of any applicable earnings appreciator benefit.

If you have elected the guaranteed minimum death benefit with the GMDB Step-Up, we will adjust the contract value to equal the greater of:

• the contract value, or

• the GMDB step-up,

plus the amount of any applicable earnings appreciator benefit.

If you have elected the guaranteed minimum death benefit with the greater of the GMDB roll-up and GMDB Step-Up, we will adjust the contract value to equal the greatest of:

• the contract value,

• the GMDB roll-up, or

• the GMDB step-up,

plus the amount of any applicable earnings appreciator benefit.

After we have made the adjustment to contract value set out immediately above, we will continue to compute the GMDB roll-up and the GMDB step-up under the surviving spousal owner’s contract, and will do so in accordance with the preceding paragraphs.

If the contract is being continued by the surviving spouse, the attained age of the surviving spouse will be the basis used in determining the death benefit payable under the guaranteed minimum death benefit provisions of the contract.

If you elected the guaranteed minimum income benefit, it will be continued for the surviving spousal owner. All provisions of the guaranteed minimum income benefit (i.e., waiting period, GMIB roll-up cap, etc.) will remain the same as on the date of the owner’s death. See “Guaranteed Minimum Income Benefit” page 32. If the GMIB reset feature was never exercised, the surviving spousal owner can exercise the GMIB reset feature twice. If the original owner had previously exercised the GMIB reset feature once, the surviving spousal owner can exercise the GMIB reset once. However the surviving spouse (or new annuitant designated by the surviving spouse) must be under 76 years of age at the time of reset. If the original owner had previously exercised the GMIB reset feature twice, the surviving spousal owner may not exercise the GMIB reset at all. If the attained age of the surviving spouse at activation of the spousal continuance benefit, when added to the remainder of the GMIB waiting period to be satisfied, would preclude the surviving spouse from utilizing the guaranteed minimum income benefit, we will revoke the guaranteed minimum income benefit under the contract at that time and we will no longer charge for that benefit.

If you elected the income appreciator benefit, on the owner’s death, the income appreciator benefit will end unless the contract is continued by the owner’s surviving spouse under the spousal continuance benefit. See “Spousal Continuance Benefit” page 39. If the contract is continued by the surviving spouse, we will continue to pay the balance of any income appreciator benefit payments over the remainder of the 10-year payment period, or until the surviving spouse attains age 95, whichever occurs first.

If the income appreciator benefit has not been in force for 7 contract years, the surviving spouse may not activate the benefit until it has been in force for 7 contract years. If the attained age of the surviving spouse at activation of the spousal continuation benefit, when added to the remainder of the IAB waiting period to be satisfied, would preclude the surviving spouse from utilizing the income appreciator benefit, we will revoke the income appreciator benefit under the contract at that time and we will no longer charge for that benefit. If the income appreciator benefit has been in force for 7 contract years, but the benefit has not been activated, the surviving spouse may activate the benefit at any time after the contract has been continued. If the income appreciator benefit is activated after the contract is continued by the surviving spouse, the income appreciator benefit calculation will exclude any amount added to the contract at the time of spousal continuance resulting from any death benefit value exceeding the contract value.


	5 :

How Can I Purchase a Strategic Partners


	Annuity One Contract?

PURCHASE PAYMENTS

The initial purchase payment is the amount of money you first pay us to purchase the contract. The minimum initial purchase payment is $10,000. In most states, and subject to some restrictions, you can make additional purchase payments of $500 or more at any time during the accumulation phase. You may purchase this contract only if you are age 85 or younger, certain age limits apply to certain features and benefits described herein. However, no subsequent purchase payments may be made after the earliest of the 85th birthday of (i) the owner, (ii) the joint owner or (iii) the annuitant.

Currently, the maximum aggregate purchase payments you may make is $20 million. We limit the maximum total purchase payments in any contract year other than the first to $2 million. You must obtain our approval prior to submitting a purchase payment of $5 million or greater within the first contract year, or greater than $2 million for subsequent purchase payments. Depending on applicable state law, lower limits may apply.

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a contract, we will allocate your invested purchase payment among the variable or fixed interest rate investment options based on the percentages you choose. The percentage of your allocation to a particular investment option can range in whole percentages from 0% to 100%.

You may change your allocation of future invested purchase payments at any time. Contact the Prudential Annuity Service Center for details.

If you make an additional purchase payment without allocation instructions, we will allocate the invested purchase payment in the same proportion as your most recent purchase payment, unless you directed us in connection with that purchase payment to make that allocation on a one-time-only basis.

The allocation procedure mentioned above will apply unless that portion designated for the DCA Fixed Rate Option is less than $2,000. In that case, we will use your transfer allocation for the DCA Fixed Rate Option as part of your allocation instructions until you direct us otherwise.

We will credit the initial purchase payment to your contract within two business days from the day on which we receive your payment at the Prudential Annuity Service Center. If, however, your first payment is made without enough information for us to set up your contract, we may need to contact you to obtain the required information. If we are not able to obtain this information within five business days, we will within that five business day period either return your purchase payment or obtain your consent to continue holding it until we receive the necessary information. We will generally credit each subsequent purchase payment as of the business day we receive it in good order at the Prudential Annuity Service Center. Our business day generally closes at 4:00 p.m. Eastern time.

CREDITS

If you purchase the Contract With Credit, we will add a credit amount to your contract value with each purchase payment you make. The credit amount is allocated to the variable or fixed interest rate investment options in the same percentages as the purchase payment.

The bonus credit that we pay with respect to any purchase payment depends on (i) the age of the older of the owner or joint owner on the date on which the purchase payment is made and (ii) the amount of the purchase payment. Specifically,

• if the elder owner is 80 or younger on the date that the purchase payment is made, then we will add a bonus credit to the purchase payment equal to 4% if the purchase payment is less than $250,000; 5% if the purchase payment is equal to or greater than $250,000 but less than $1 million; or 6% if the purchase payment is $1 million or greater; and

• if the elder owner is aged 81-85 on the date that the purchase payment is made, then we will add a bonus credit equal to 3% of the amount of the purchase payment.

Under the Contract With Credit, if we pay a death benefit under the contract, we have a contractual right to take back any credit we applied within one year of the date of death. If the owner returns the contract during the free look period, we will recapture bonus credits. However, we will not, unless and until we obtain SEC exemptive relief, recoup for our own assets the full amount of the 6% bonus credit applicable to purchase payments of $1 million or greater that we had given to you. Rather, we will recoup an amount equal to the value of the credit as of the business day on which we receive your request, less any charges attributable to that credit. We reserve the right to recapture the entire amount of the credit upon obtaining appropriate approval of the SEC with regard to that bonus credit.

CALCULATING CONTRACT VALUE

The value of your contract will go up or down depending on the investment performance of the variable investment options you choose. To determine the value of your contract, we use a unit of measure called an accumulation unit. An accumulation unit works like a share of a mutual fund.

Every day we determine the value of an accumulation unit for each of the variable investment options. We do this by:

1) adding up the total amount of money allocated to a specific investment option,

2) subtracting from that amount insurance charges and any other applicable charges such as for taxes, and

3) dividing this amount by the number of outstanding accumulation units.

When you make a purchase payment, we credit your contract with accumulation units of the subaccount or subaccounts for the investment options you choose. We determine the number of accumulation units credited to your contract by dividing the amount of the purchase payment, plus (if you have purchased the Contract With Credit) any applicable credit, allocated to an investment option by the unit price of the accumulation unit for that investment option. We calculate the unit price for each investment option after the New York Stock Exchange closes each day and then credit your contract. The value of the accumulation units can increase, decrease, or remain the same from day to day.

We cannot guarantee that your contract value will increase or that it will not fall below the amount of your total purchase payments. However, we do guarantee a minimum interest rate of between 1.5% and 3% a year, depending on your state’s applicable law, on that portion of the contract value allocated to the one-year fixed interest-rate option. For the DCA Fixed Interest Rate Option, we guarantee a minimum interest rate of 3% annually.


	6 :

What are the Expenses Associated with the Strategic

Partners Annuity One Contract?

There are charges and other expenses associated with the contract that reduce the return on your investment. We describe these charges and expenses below.

INSURANCE AND ADMINISTRATIVE COST

Each day, we make a deduction for the insurance and administrative cost. This cost covers our expenses for mortality and expense risk, administration, marketing and distribution. If you choose a guaranteed minimum death benefit option, the insurance and administrative cost also includes a charge to cover our assumption of the associated risk. The mortality risk portion of the cost is for our assumption of the risk that the annuitant(s) will live longer than expected based on our life expectancy tables. When this happens, we pay a greater number of annuity payments. The expense risk portion of the cost is for our assumption of the risk that the current costs will be insufficient in the future to cover the cost of administering the contract. The administrative expense portion of the cost compensates us for the expenses associated with the administration of the contract. This includes preparing and issuing the contract; establishing and maintaining contract records; preparation of confirmations and annual reports; personnel costs; legal and accounting fees; filing fees; and systems costs. The guaranteed minimum death benefit risk portion of the cost, if applicable, covers our assumption of the risk that the protected value of the contract will be larger than the base death benefit if the contract owner dies during the accumulation phase.

If the insurance and administrative cost is not sufficient to cover our expenses, then we will bear the loss. We do, however, expect to profit from this cost. The insurance and administrative cost for your contract cannot be increased. We may use any profits from this cost to pay for the costs of distributing the contracts. If you choose the Contract With Credit, we will also use any profits from this charge to recoup our costs of providing the credit.

We calculate the insurance and administrative cost based on the average daily value of all assets allocated to the variable investment options. These costs are not assessed against amounts allocated to the fixed interest rate options. The amount of the cost depends on the death benefit option that you choose. The cost is equal to:

  • 1.40% on an annual basis if you choose the base death benefit,

  • 1.65% on an annual basis if you choose either the roll-up or step-up guaranteed minimum death benefit option, and

  • 1.75% on an annual basis if you choose the guaranteed minimum death benefit option of the greater of the roll-up or step-up.

We impose an additional insurance and administrative cost of 0.10% annually (of account value attributable to the variable investment options) for the Contract with Credit.

EARNINGS APPRECIATOR BENEFIT CHARGE

We will impose an additional charge if you choose the earnings appreciator benefit. The charge for this benefit is based on an annual rate of 0.30% of your contract value.

We calculate the charge on each of the following events:

  • each contract anniversary,

  • on the annuity date,

  • upon death of the sole or first to die of the owner or joint owner prior to the annuity date,

  • upon a full or partial withdrawal, and

  • upon a subsequent purchase payment.

The fee is based on the contract value at time of calculation and is pro-rated based on the portion of the contract year since the date that the earnings appreciator benefit charge was last calculated.

Although the earnings appreciator benefit charge may be calculated more often, it is deducted only:

  • on each contract anniversary,

  • on the annuity date,

  • upon death of the sole owner or first to die of the owner or joint owner prior to the annuity date,

  • upon a full withdrawal, and

  • upon a partial withdrawal if the contract value remaining after the partial withdrawal is not enough to cover the then applicable earnings appreciator benefit charge.

We withdraw this charge from each investment option in the same proportion that the amount allocated to the investment option bears to the total contract value. Upon a full withdrawal or if the contract value remaining after a partial withdrawal is not enough to cover the then-applicable earnings appreciator benefit charge, we will deduct the charge from the amount we pay you. We will deem the payment of the earnings appreciator benefit charge as made from earnings for purposes of calculating other charges.

GUARANTEED MINIMUM INCOME BENEFIT CHARGE

We will impose an additional charge if you choose the guaranteed minimum income benefit. This is an annual charge equal to 0.30% of the GMIB protected value of your contract, which we deduct from your contract value on each of the following events:


•	each contract anniversary,
•	when you begin the income phase of the contract,
•	when you decide no longer to participate in the guaranteed minimum income benefit,
•	upon a full withdrawal, and
•	upon a partial withdrawal if the remaining contract value would not be enough to cover the then applicable guaranteed minimum income benefit charge.

If we impose this fee other than on a contract anniversary, then we will pro-rate it based on the portion of the contract year for which the guaranteed minimum income benefit was in effect. We withdraw the fee from each investment option in the same proportion that your contract value is allocated to that investment option. Upon a full withdrawal or if the contract value remaining after a partial withdrawal is not enough to cover the applicable guaranteed minimum income benefit charge, we will deduct the charge from the amount we pay you.

In some states, we may calculate the charge for the guaranteed minimum income benefit in a different manner, but that charge will not exceed 0.30% of the GMIB protected value.

We will not impose the guaranteed minimum income benefit charge after the income phase begins, after you revoke the guaranteed minimum income benefit, or after you choose your GMIB payout option.

INCOME APPRECIATOR BENEFIT CHARGE

We will impose an additional charge if you choose the income appreciator benefit. This is an annual charge equal to 0.25% of your contract value. The income appreciator benefit charge is calculated:


•	on each contract anniversary,
•	on the annuity date,
•	upon the death of the sole owner or first to die of the owner or joint owner prior to the annuity date,
•	upon a full or partial withdrawal, and
•	upon a subsequent purchase payment.

The fee is based on the contract value at the time of the calculation, and is prorated based on the portion of the contract year since the date that the income appreciator benefit charge was last calculated.

Although the income appreciator benefit charge may be calculated more often, it is deducted only:


•	on each contract anniversary,
•	on the annuity date,
•	upon the death of the sole owner or first to die of the owner or joint owners prior to the annuity date,
•	upon a full withdrawal, and
•	upon a partial withdrawal if the contract value remaining after such partial withdrawal is not enough to cover the then-applicable income appreciator benefit charge.

We reserve the right to calculate and deduct the fee more frequently than annually, such as quarterly.

The income appreciator benefit charge is deducted from each investment option in the same proportion that the amount allocated to the investment option bears to the total contract value. Upon a full withdrawal, or if the contract value remaining after a partial withdrawal is not enough to cover the then-applicable income appreciator benefit charge, the charge is deducted from the amount paid. The payment of the income appreciator benefit charge will be deemed to be made from earnings for purposes of calculating other charges.

We no longer assess this charge upon election of IAB Option 1, the completion of IAB Option 2 or 3, and upon annuitization.

CONTRACT MAINTENANCE CHARGE

We do not deduct a contract maintenance charge for administrative expenses while your contract value is $75,000 or more. If your contract value is less than $75,000 on a contract anniversary during the accumulation phase or when you make a full withdrawal, we will deduct $35 (or a lower amount equal to 2% of your contract value) for administrative expenses. (This fee may differ in certain states.) We may increase this charge up to a maximum of $60 per year. Also, we may raise the level of the contract value at which we waive this fee. We will deduct this charge proportionately from each of your contract’s investment options.

WITHDRAWAL CHARGE

A withdrawal charge may apply if you make a full or partial withdrawal during the withdrawal charge period for a purchase payment. The withdrawal charge may also apply if you begin the income phase during the withdrawal charge period, depending upon the annuity option you choose. The amount and duration of the withdrawal charge depends on whether you choose the Contract With Credit or the Contract Without Credit. The withdrawal charge varies with the number of contract anniversaries that have elapsed since each purchase payment was made. Specifically, we maintain an “age” for each purchase payment you have made by keeping track of how many contract anniversaries have passed since the purchase payment was made. The withdrawal charge is the percentage, shown below, of the amount withdrawn.


Number of Contract
Anniversaries Since the				Contract Without
Date of Each Purchase	Contract With Credit			Credit Withdrawal
Payment	Withdrawal Charge			Charge

0		8	%		7	%
1		8	%		6	%
2		8	%		5	%
3		8	%		4	%
4		7	%		3	%
5		6	%		2	%
6		5	%		1	%
7		0	%		0	%

In certain states reduced withdrawal charges may apply for certain ages under the Contract with Credit. Your contract contains the applicable charges.

If a withdrawal is effective on the day before a contract anniversary, the withdrawal charge percentage as of the following contract anniversary will apply.

If you request a withdrawal, we will deduct an amount from the contract value that is sufficient to pay the withdrawal charge and provide you with the amount requested.

If you request a full withdrawal, we will provide you with the full amount of the contract value after making these deductions.

Each contract year, you may withdraw a specified amount of your contract value without incurring a withdrawal charge. We make this “charge-free amount” available to you subject to approval of this feature in your state. We determine the charge-free amount available to you in a given contract year on the contract anniversary that begins that year. In calculating the charge-free amount, we divide purchase payments into two categories — payments that are subject to a withdrawal charge and those that are not. We determine the charge-free amount based only on purchase payments that are subject to a withdrawal charge. The charge-free amount in a given contract year is equal to 10% of the sum of all the purchase payments subject to the withdrawal charge that you have made as of the applicable contract anniversary. During the first contract year, the charge-free amount is equal to 10% of the initial purchase payment. When you make a withdrawal, we will first deduct the amount of the withdrawal from purchase payments no longer subject to a withdrawal charge, and then from the available charge-free amount, and will consider purchase payments to be paid out on a first-in, first-out basis. Withdrawals in excess of the charge-free amount will come first from purchase payments, also on a first-in, first-out basis, and will be subject to withdrawal charges, if applicable, even if earnings are available on the date of the withdrawal. Once you have withdrawn all purchase payments, additional withdrawals will come from any earnings. We do not impose withdrawal charges on earnings.

If you choose the Contract With Credit and make a withdrawal that is subject to a withdrawal charge, we may use part of that withdrawal charge to recoup our costs of providing the credit.

Withdrawal charges will never be greater than permitted by applicable law.

If you surrender your contract, and later change your mind, we may allow you to reinstate your contract during a limited period of time after the surrender. For purposes of computing any withdrawal charge on a withdrawal you make after the reinstatement, we will view the contract as having remained in effect continuously. The minimal sales costs associated with reinstatements allow us to offer this administrative option. Reinstatement will not reverse the tax consequences or tax reporting associated with the surrender. See “What are the Tax Considerations Associated with the Strategic Partners Annuity One Contract?” page 49.

WAIVER OF WITHDRAWAL CHARGES

Critical Care Access

Except as restricted by applicable state law, we will waive all withdrawal charges upon receipt of proof that the owner or a joint owner is terminally ill, or has been confined to an eligible nursing home or eligible hospital continuously for at least three months after the contract date. We will also waive the contract maintenance charge if you surrender your contract in accordance with the above noted conditions. This waiver is not available if the owner has assigned ownership of the contract to someone else.

Minimum Distribution Requirements

If a withdrawal is taken from a tax qualified contract in order to satisfy an IRS mandatory distribution requirement only with respect to that contract’s account balance, we will waive withdrawal charges. See “What are the Tax Considerations Associated with the Strategic Partners Annuity One Contract?” on page 49.

TAXES ATTRIBUTABLE TO PREMIUM

There are federal, state and local premium based taxes applicable to your purchase payment. We are responsible for the payment of these taxes and may make a deduction from the value of the contract to pay some or all of these taxes. Some of these taxes are due when the contract is issued, others are due when the annuity payments begin. It is our current practice not to deduct a charge for state premium taxes until annuity payments begin. In the states that impose a premium tax, the current rates range up to 3.5%. It is also our current practice not to deduct a charge for the federal deferred acquisition costs paid by us that are based on premium received. However, we reserve the right to charge the contract owner in the future for any such deferred acquisition costs and any federal, state or local income, excise, business or any other type of tax measured by the amount of premium received by us.

TRANSFER FEE

You can make 12 free transfers every contract year. We measure a contract year from the date we issue your contract, which is the contract date. If you make more than 12 transfers in a contract year (excluding Dollar Cost Averaging and Auto-Rebalancing), we will deduct a transfer fee of $25 for each additional transfer. In the future we could raise that charge up to $30 per additional transfer, although we have no current plans to do so. We will deduct the transfer fee pro-rata from the investment options from which the transfer is made. In certain states, we may limit the transfer fee to a lower amount to comply with applicable state law. Consult the Statement of Additional Information for details.

COMPANY TAXES

We will pay the taxes on the earnings of the separate account. We do not currently charge you for these taxes. We will periodically review the issue of charging for these taxes and may impose a charge in the future.



7 :

How Can I


	Access My Money?

You can access your money by:

• Making a withdrawal (either partial or full); or

• Choosing to receive annuity payments during the income phase.

WITHDRAWALS DURING THE ACCUMULATION PHASE

Following the free look period, when you make a full withdrawal, you will receive the value of your contract minus any applicable fees. We will calculate the value of your contract and charges, if any, as of the date we receive your request in good order at the Prudential Annuity Service Center.

Unless you tell us otherwise, we will take any partial withdrawal proportionately from all of the investment options in which you have invested. For a partial withdrawal, we will deduct any applicable fees proportionately from the investment options in your contract. The minimum amount you may withdraw is $250. If, after a withdrawal, your contract value is less than $2,000, we have the right to end your contract.

We will generally pay the withdrawal amount, less any required tax withholding, within seven days after we receive a withdrawal request in good order.

Income taxes, tax penalties, and certain restrictions may apply to any withdrawal you make. For a more complete explanation, see Section 8 of this prospectus.

AUTOMATED WITHDRAWALS

We offer an automated withdrawal feature. This feature enables you to receive periodic withdrawals in monthly, quarterly, semiannual, or annual intervals. We will process your withdrawals at the end of the business day at the intervals you specify. We will continue at these intervals until you tell us otherwise. You can make withdrawals from any designated investment option or proportionally from all investment options. The minimum automated withdrawal amount you can make is $100.

Income taxes, tax penalties and certain restrictions may apply to automated withdrawals. For a more complete explanation, see Section 8 of this prospectus.

INCOME APPRECIATOR BENEFIT OPTIONS DURING THE ACCUMULATION PHASE

The income appreciator benefit (or “IAB”) is discussed on page 34. As mentioned there, you may choose IAB Option 1 at annuitization, but you may instead choose IAB Options 2 or 3 during the accumulation phase of your contract. Income appreciator benefit payments under IAB Options 2 and 3 will begin on the same day of the month as the contract date, beginning with the next month following our receipt of your request in good order. Under IAB Options 2 and 3, you can choose to have the income appreciator benefit amounts paid or credited monthly, quarterly, semi-annually, or annually.

IAB Options 2 and 3 involve a ten-year payment period. If the 10-year payment period would end after the annuity date and you choose an annuity settlement option other than any lifetime payout option or period certain option of at least 15 years or you make a full withdrawal, you may lose all or any remaining portion of the income appreciator benefit. In such instances, we would not reimburse you for the expenses you had paid us for this benefit.

IAB Option 2 — Income Appreciator Benefit Automatic Withdrawal Payment Program

Under this option, you elect to receive the income appreciator benefit during the accumulation phase. When you activate the benefit, a 10-year income appreciator benefit automatic withdrawal payment program begins. We will pay you the income appreciator benefit amount in equal installments over a 10 year payment period. You may combine this income appreciator benefit amount with an automated withdrawal amount from your contract value, in which case each combined payment must be at least $100.

The maximum automated withdrawal payment amount that you may receive from your contract value under this income appreciator benefit program in any contract year during the 10-year period may not exceed 10% of the contract value as of the date you activate the income appreciator benefit.

Once we calculate the income appreciator benefit, the amount will not be affected by changes in contract value due to the investment performance of any allocation option. Withdrawal charges may apply to automatic withdrawal payment amounts, but not income appreciator benefit amounts, of the income appreciator benefit program payments.

After the ten-year payment period has ended, if the remaining contract value is $2,000 or more, the contract will continue. If the remaining contract value is less than $2,000 after the end of the 10-year payment period, we will pay you the remaining contract value and the contract will terminate. If the contract value falls below the minimum amount required to keep the contract in force due solely to investment results before the end of the 10-year payment period, we will continue to pay the income appreciator benefit amount for the remainder of the 10-year payment period.

Discontinuing the Income Appreciator Benefit Automatic Withdrawal Payment Program under IAB Option 2

You may discontinue the income appreciator benefit payment program under IAB Option 2 and activate IAB Option 3 at any time after payments have begun and before the last payment is made. We will add the remaining income appreciator benefit amount to the contract value at the same frequency as your initial election until the end of the 10-year payment period. We will treat any income appreciator benefit amount added to the contract value as additional earnings. Unless you direct us otherwise, we will allocate these additions to the variable or fixed interest rate options in the same proportions as your most recent purchase payment allocation percentages.

You may discontinue the income appreciator benefit payment program under IAB Option 2 before the last payment is made and elect an annuity or settlement option. We will add the balance of the income appreciator benefit amount for the 10-year payment period to the contract value in a lump sum before determining the adjusted contract value. The adjusted contract value may be applied to any annuity or settlement option that is paid over the lifetime of the annuitant, joint annuitants, or a period certain of at least 15 years (but not to exceed life expectancy).

IAB Option 3 — Income Appreciator Benefit Credit to Contract Value

Under this option, you can activate the income appreciator benefit and receive the benefit as credits to your contract value over a 10-year payment period. We will allocate these income appreciator benefit credits to the variable or fixed interest rate options in the same manner as your current allocation, unless you direct us otherwise. We will calculate the income appreciator benefit amount on the date we receive your written request in good order. Once we have calculated the income appreciator benefit, the income appreciator benefit credit will not be affected by changes in contract value due to the investment performance of any allocation option.

Before we add the last income appreciator benefit credit to your contract value, you may switch to IAB Option 2 and receive the remainder of the income appreciator benefit as payments to you (instead of credits to the contract value) under the income appreciator benefit program for the remainder of the 10-year payment period.

You can also request that any remaining payments in the 10-year payment period be applied to an annuity or settlement option that is paid over the lifetime of the annuitants, joint annuitants, or a period certain of at least 15 years (but not to exceed life expectancy).

Excess Withdrawals

During the 10 year period under IAB options 2 or 3, an “excess withdrawal” occurs when any amount is withdrawn from your contract value in a contract year that exceeds the sum of (1) 10% of the contract value as of the date the income appreciator benefit was activated plus (2) earnings since the income appreciator benefit was activated.

We will deduct the excess withdrawal on a proportional basis from the remaining income appreciator benefit amount. We will then calculate and apply a new reduced income appreciator benefit amount.

Withdrawals you make in a contract year that do not exceed the sum of (1) 10% of the contract value as of the date the income appreciator benefit was activated plus (2) earnings since the income appreciator benefit was activated do not reduce the remaining income appreciator benefit amount.

Effect of Total Withdrawal on Income Appreciator Benefit

We will not make income appreciator benefit payments after the date you make a total withdrawal of the contract surrender value.

SUSPENSION OF PAYMENTS OR TRANSFERS

The Securities and Exchange Commission (SEC) may require us to suspend or postpone payments made in connection with withdrawals or transfers for any period when:


•	The New York Stock Exchange is closed (other than customary weekend and holiday closings);
•	Trading on the New York Stock Exchange is restricted;
•	An emergency exists, as determined by the SEC, during which sales and redemptions of shares of the mutual funds are not feasible or we cannot reasonably value the accumulation units; or
•	The Securities and Exchange Commission, by order, permits suspension or postponement of payments for the protection of owners.

We expect to pay the amount of any withdrawal or transfer made from the fixed interest rate options promptly upon request.


	8 :

What are the Tax Considerations Associated with the Strategic
Partners Annuity One Contract?

The tax considerations associated with the Strategic Partners Annuity One contract vary depending on whether the contract is (i) owned by an individual and not associated with a tax-favored retirement plan, or (ii) held under a tax-favored retirement plan. We discuss the tax considerations for these categories of contracts below. The discussion is general in nature and describes only federal income tax law (not state or other tax laws). It is based on current law and interpretations, which may change. It is not intended as tax advice. You should consult with a qualified tax adviser for complete information and advice.

CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT PLANS)

Taxes Payable by You

We believe the contract is an annuity contract for tax purposes. Accordingly, as a general rule, you should not pay any tax until you receive money under the contract.

Generally, annuity contracts issued by the same company (and affiliates) to you during the same calendar year must be treated as one annuity contract for purposes of determining the amount subject to tax under the rules described below.

Subject to approval by your state, we offer supplemental benefits such as the earnings appreciator benefit and the income appreciator benefit. Although we believe these benefits are investment protection features that should have no adverse tax consequences, it is possible that the Internal Revenue Service would assert that some or all of the charges for the features should be treated for federal income tax purposes as a partial withdrawal from the contract. It is also possible that the Internal Revenue Service would assert that some or all of the charges for the guaranteed minimum death benefit and guaranteed minimum income benefit should be treated for federal income tax purposes as a partial withdrawal from the contract. If this were the case, the charge for these benefits could be deemed a withdrawal and treated as taxable to the extent there are earnings in the contract. Additionally, for owners under age 59 1/2, the taxable income attributable to the charge for the benefit could be subject to a tax penalty.

If the Internal Revenue Service determines that the deductions for one or more benefits under the contract — including, without limitation, the guaranteed minimum death benefit and the guaranteed minimum income benefit, and any supplemental benefit added by endorsement — are taxable withdrawals, then the sole or surviving owner may cancel the affected benefit(s) within 90 days of notice from us.

Taxes on Withdrawals and Surrender

If you make a withdrawal from your contract or surrender it before annuity payments begin, the amount you receive will be taxed as ordinary income, rather than as return of purchase payments, until all gain has been withdrawn. You will generally be taxed on any withdrawals from the contract while you are alive even if the withdrawal is paid to someone else.

If you assign or pledge all or part of your contract as collateral for a loan, the part assigned will be treated as a withdrawal. Also, if you elect the interest payment option, that election will be treated, for tax purposes, as surrendering your contract.

If you transfer your contract for less than full consideration, such as by gift, you will trigger tax on the gain in the contract. This rule does not apply if you transfer the contract to your spouse or under most circumstances if you transfer the contract incident to divorce.

It is our position that the guaranteed minimum death benefit, the guaranteed minimum income benefit, and other contract benefits are an integral part of the annuity contract and accordingly that the charges made against the annuity contract’s cash value for the benefit should not be treated as distributions subject to income tax. It is possible, however, that the Internal Revenue Service could take the position that such charges should be treated as distributions.

Taxes on Annuity Payments

A portion of each annuity payment you receive will be treated as a partial return of your purchase payments and will not be taxed. The remaining portion will be taxed as ordinary income. Generally, the nontaxable portion is determined by multiplying the annuity payment you receive by a fraction, the numerator of which is your purchase payments (less any amounts previously received tax-free) and the denominator of which is the total expected payments under the contract.

After the full amount of your purchase payments have been recovered tax-free, the full amount of the annuity payments will be taxable. If annuity payments stop due to the death of the annuitant before the full amount of your purchase payments have been recovered, a tax deduction may be allowed for the unrecovered amount.

Tax Penalty on Withdrawals and Annuity Payments

Any taxable amount you receive under your contract may be subject to a 10% tax penalty. Amounts are not subject to this tax penalty if:

• the amount is paid on or after you reach age 59 1/2 or die;

• the amount received is attributable to your becoming disabled;

• the amount paid or received is in the form of level annuity payments not less frequently than annually under a lifetime annuity;

Taxes Payable by Beneficiaries

All of the death benefit options are subject to income tax to the extent the distribution exceeds the adjusted basis in the contract and the full value of the death benefit is included in the owner’s estate. Generally, the same tax rules described above would also apply to amounts received by your beneficiary. Choosing an annuity payment option instead of a lump sum death benefit may defer taxes. Certain minimum distribution requirements apply upon your death, as discussed further below. Tax consequences to the beneficiary vary among the death benefit payment options.

• Choice 1: the beneficiary is taxed on earnings in the contract.

• Choice 2: the beneficiary is taxed as amounts are withdrawn (In this case earnings are treated as being distributed first).

• Choice 3: the beneficiary is taxed on each payment (part will be treated as earnings and part as return of premiums).

Reporting and Withholding on Distributions

Taxable amounts distributed from your annuity contracts are subject to federal and state income tax reporting and withholding. In general, we will withhold federal income tax from the taxable portion of such distribution based on the type of distribution. In the case of an annuity or similar periodic payment, we will withhold as if you are a married individual with 3 exemptions unless you designate a different withholding status. In the case of all other distributions, we will withhold at a 10% rate. You may generally elect not to have tax withheld from your payments. An election out of withholding must be made on forms that we provide.

State income tax withholding rules vary and we will withhold based on the rules of your State of residence. Special tax rules apply to withholding for nonresident aliens, and we generally withhold income tax for nonresident aliens at a 30% rate. A different withholding rate may be applicable to a nonresident alien based on the terms of an existing income tax treaty between the United States and the nonresident alien’s country. Please refer to the Contracts Held By Tax Favored Plans section for withholding rules for tax favored plans (for example, an IRA).

Regardless of the amount withheld by us, you are liable for payment of federal and state income tax on the taxable portion of annuity distributions. You should consult with your tax advisor regarding the payment of the correct amount of these income taxes and potential liability if you fail to pay such taxes.

Annuity Qualification

Diversification And Investor Control In order to qualify for the tax rules applicable to annuity contracts described above, the contract must be an annuity contract for tax purposes. This means that the assets underlying the annuity contract must be diversified, according to certain rules. It also means that we, and not you as the contract-owner, must have sufficient control over the underlying assets to be treated as the owner of the underlying assets for tax purposes. We believe these rules, which are further discussed in the Statement of Additional Information, will be met.

Required Distributions Upon Your Death Upon your death (or the death of a joint owner, if earlier), certain distributions must be made under the contract. The required distributions depend on whether you die before you start taking annuity payments under the contract or after you start taking annuity payments under the contract.

If you die on or after the annuity date, the remaining portion of the interest in the contract must be distributed at least as rapidly as under the method of distribution being used as of the date of death.

If you die before the annuity date, the entire interest in the contract must be distributed within 5 years after the date of death. However, if an annuity payment option is selected by your designated beneficiary and if annuity payments begin within 1 year of your death, the value of the contract may be distributed over the beneficiary’s life or a period not exceeding the beneficiary’s life expectancy. Your designated beneficiary is the person to whom benefit rights under the contract pass by reason of death, and must be a natural person in order to elect an annuity payment option based on life expectancy or a period exceeding five years.

If any portion of the contract is payable to (or for the benefit of) your surviving spouse, that portion of the contract may be continued with your spouse as the owner.

Changes In The Contract We reserve the right to make any changes we deem necessary to assure that the contract qualifies as an annuity contract for tax purposes. Any such changes will apply to all contract owners and you will be given notice to the extent feasible under the circumstances.

Additional Information

You should refer to the Statement of Additional Information if:


•	The contract is held by a corporation or other entity instead of by an individual or as agent for an individual.
•	Your contract was issued in exchange for a contract containing purchase payments made before August 14, 1982.
•	You transfer your contract to, or designate, a beneficiary who is either 37 1/2 years younger than you or a grandchild.

CONTRACTS HELD BY TAX FAVORED PLANS

The following discussion covers annuity contracts held under tax-favored retirement plans. Currently, the contract may be purchased for use in connection with individual retirement accounts and annuities (IRAs) which are subject to Sections 408(a), 408(b) and 408A of the Internal Revenue Code of 1986, as amended (Code). This description assumes that you have satisfied the requirements for eligibility for these products.

You should be aware that tax favored plans such as IRAs generally provide tax deferral regardless whether they invest in annuity contracts. This means that when a tax favored plan invests in an annuity contract, it generally does not result in any additional tax deferral benefits.

Types of Tax Favored Plans

IRAs If you buy a contract for use as an IRA, we will provide you a copy of the prospectus and contract. The “IRA Disclosure Statement” on page 58 contains information about eligibility, contribution limits, tax particulars, and other IRA information. In addition to this information (some of which is summarized below), the IRS requires that you have a “free look” after making an initial contribution to the contract. During this time, you can cancel the contract by notifying us in writing, and we will refund all of the purchase payments under the contract (or, if provided by applicable state law, the amount credited under the contract, calculated as of the date that we receive this cancellation notice, if greater).

Contributions Limits/ Rollovers: Because of the way the contract is designed, you may only purchase a contract for an IRA in connection with a “rollover” of amounts from a qualified retirement plan or transfer from another IRA. You must make a minimum initial payment of $10,000 to purchase a contract. This minimum is greater than the maximum amount of any annual contribution allowed by law you may make to an IRA. For 2002 to 2004 the limit is $3,000; increasing in 2005 to 2007, to $4,000; and for 2008, $5,000. After 2008 the contribution amount will be indexed for inflation. The tax law also provides for a catch-up provision for individuals who are age 50 and above. These taxpayers will be permitted to contribute an additional $500 in years 2002 to 2005 and an additional $1,000 in 2006 and years thereafter). The “rollover” rules under the Code are fairly technical; however, an individual (or his or her surviving spouse) may generally “roll over” certain distributions from tax favored retirement plans (either directly or within 60 days from the date of these distributions) if he or she meets the requirements for distribution. Once you buy the contract, you can make regular IRA contributions under the contract (to the extent permitted by law). However, if you make such regular IRA contributions, you should note that you will not be able to treat the contract as a “conduit IRA,” which means that you will not retain possible favorable tax treatment if you subsequently “roll over” the contract funds originally derived from a qualified retirement plan or TDA into another Section 401(a) plan or TDA.

Required Provisions: Contracts that are IRAs (or endorsements that are part of the contract) must contain certain provisions:

• You, as owner of the contract, must be the “annuitant” under the contract (except in certain cases involving the division of property under a decree of divorce);

• Your rights as owner are non-forfeitable;

• You cannot sell, assign or pledge the contract, other than to Pruco Life;

• The annual premium you pay cannot be greater than the maximum amount allowed by law, including catch-up contributions if applicable (which does not include any rollover amounts);

• The date on which annuity payments must begin cannot be later than the April 1st of the calendar year after the calendar year you turn age 70 1/2; and

• Death and annuity payments must meet “minimum distribution requirements” (described below).

Usually, the full amount of any distribution from an IRA (including a distribution from this contract) which is not a rollover is taxable. As taxable income, these distributions are subject to the general tax withholding rules described earlier. In addition to this normal tax liability, you may also be liable for the following, depending on your actions:

• A 10% “early distribution penalty” (described below);

• Liability for “prohibited transactions” if you, for example, borrow against the value of an IRA; or

• Failure to take a minimum distribution (also generally described below).

ROTH IRAs Congress amended the Code in 1997 to add a new Section 408A, creating the “Roth IRA” as a new type of individual retirement plan. Like standard IRAs, income within a Roth IRA accumulates tax-free, and contributions are subject to specific limits. Roth IRAs have, however, the following differences:

• Contributions to a Roth IRA cannot be deducted from your gross income;

• “Qualified distributions” (generally, held for 5 tax years and payable on account of death, disability, attainment of age 59 1/2, or first time-homebuyer) from Roth IRAs are excludable from your gross income; and

• If eligible, you may make contributions to a Roth IRA after attaining age 70 1/2, and distributions are not required to begin upon attaining such age or at any time thereafter.

Because the contract’s minimum initial payment of $10,000 is greater than the maximum annual contribution permitted to be made to a Roth IRA, you may purchase a contract as a Roth IRA only in connection with a “rollover” or “conversion” of the proceeds of another traditional IRA, conduit IRA, SEP, SIMPLE-IRA, or Roth IRA. The Code permits persons who meet certain income limitations (generally, adjusted gross income under $100,000), and who receive certain qualifying distributions from such non-Roth IRAs, to directly rollover or make, within 60 days, a “rollover” of all or any part of the amount of such distribution to a Roth IRA which they establish. This conversion triggers current taxation (but is not subject to a 10% early distribution penalty). Once the contract has been purchased, regular Roth IRA contributions will be accepted to the extent permitted by law.

Minimum Distribution Requirements and Payment Option

If you hold the contract under an IRA (or other tax-favored plan), IRS minimum distribution requirements must be satisfied. This means that payments must start by April 1 of the year after the year you reach age 70 1/2 and must be made for each year thereafter. The amount of the payment must at least equal the minimum required under the IRS rules. Several choices are available for calculating the minimum amount, including a new method permitted under IRS rules released in January 2001. More information on the mechanics of this calculation is available on request. Please contact us a reasonable time before the IRS deadline so that a timely distribution is made. Please note that there is a 50% IRS penalty tax on the amount of any minimum distribution not made in a timely manner.

You can use the Minimum Distribution option to satisfy the IRS minimum distribution requirements for this contract without either beginning annuity payments or surrendering the contract. We will send you a check for this minimum distribution amount, less any other partial withdrawals that you made during the year. Please note that the Minimum Distribution option may need to be modified to satisfy recently announced changes in IRS rules.

Penalty for Early Withdrawals

You may owe a 10% tax penalty on the taxable part of distributions received from an IRA, SEP, SIMPLE-IRA (which may increase to 25%), Roth IRA, TDA or qualified retirement plan before you attain age 59 1/2. There are only limited exceptions to this tax, and you should consult your tax adviser for further details.

Withholding

Unless a distribution is an eligible rollover distribution that is “directly” rolled over into another qualified plan, IRA (including the IRA variations described above), SEP, 457 government plan or TDA, we will withhold at the rate of 20%. This 20% withholding does not apply to distributions from IRAs and Roth IRAs. For all other distributions, unless you elect otherwise, we will withhold federal income tax from the taxable portion of such distribution at an appropriate percentage. The rate of withholding on annuity payments where no mandatory withholding is required is determined on the basis of the withholding certificate that you file with us. If you do not file a certificate, we will automatically withhold federal taxes on the following basis:


•	For any annuity payments not subject to mandatory withholding, you will have taxes withheld by us as if you are a married individual, with 3 exemptions; and
•	For all other distributions, we will withhold at a 10% rate.

We will provide you with forms and instructions concerning the right to elect that no amount be withheld from payments in the ordinary course. However, you should know that, in any event, you are liable for payment of federal income taxes on the taxable portion of the distributions, and you should consult with your tax advisor to find out more information on your potential liability if you fail to pay such taxes.

ERISA Disclosure/ Requirements

ERISA (the “Employee Retirement Income Security Act of 1974”) and the Code prevents a fiduciary and other “parties in interest” with respect to a plan (and, for these purposes, an IRA would also constitute a “plan”) from receiving any benefit from any party dealing with the plan, as a result of the sale of the contract. Administrative exemptions under ERISA generally permit the sale of insurance/annuity products to plans, provided that certain information is disclosed to the person purchasing the contract. This information has to do primarily with the fees, charges, discounts and other costs related to the contract, as well as any commissions paid to any agent selling the contract.

Information about any applicable fees, charges, discounts, penalties or adjustments may be found under “What are the Expenses Associated with the Strategic Partners Annuity One Contract” starting on page 44.

Information about sales representatives and commissions may be found under “Other Information” and “Sale and Distribution of the Contract” on page 55.

In addition, other relevant information required by the exemptions is contained in the contract and accompanying documentation. Please consult your tax advisor if you have any additional questions.

Spousal Consent Rules for Retirement Plans — Qualified Contracts

If you are married at the time your payments commence, you may be required by federal law to choose an income option that provides survivor annuity income to your spouse, unless your spouse waives that right. Similarly, if you are married at the time of your death, federal law may require all or a portion of the death benefit to be paid to your spouse, even if you designated someone else as your beneficiary. A brief explanation of the applicable rules follows. For more information, consult the terms of your retirement arrangement.

Defined Benefit Plans, Money Purchase Pension Plans, and ERISA 403(b) Annuities. If you are married at the time your payments commence, federal law requires that benefits be paid to you in the form of a “qualified joint and survivor annuity” (“QJSA”), unless you and your spouse waive that right, in writing. Generally, this means that you will receive a reduced payment during your life and, upon your death, your spouse will receive at least one-half of what you were receiving for life. You may elect to receive another income option if your spouse consents to the election and waives his or her right to receive the QJSA. If your spouse consents to the alternative form of payment, your spouse may not receive any benefits from the plan upon your death. Federal law also requires that the plan pay a death benefit to your spouse if you are married and die before you begin receiving your benefit. This benefit must be available in the form of an annuity for your spouse’s lifetime and is called a “qualified pre-retirement survivor annuity” (“QPSA”). If the plan pays death benefits to other beneficiaries, you may elect to have a beneficiary other than your spouse receive the death benefit, but only if your spouse consents to the election and waives his or her right to receive the QPSA. If your spouse consents to the alternate beneficiary, your spouse will receive no benefits from the plan upon your death. Any QPSA waiver prior to your attaining age 35 will become null and void on the first day of the calendar year in which you attain age 35, if still employed.

Defined Contribution Plans (including 401(k) Plans). Spousal consent to a distribution is generally not required. Upon your death, your spouse will receive the entire death benefit, even if you designated someone else as your beneficiary, unless your spouse consents in writing to waive this right. Also, if you are married and elect an annuity as a periodic income option, federal law requires that you receive a QJSA (as described above), unless you and your spouse consent to waive this right.

IRAs, non-ERISA 403(b) Annuities, and 457 Plans. Spousal consent to a distribution is not required. Upon your death, any death benefit will be paid to your designated beneficiary.

Additional Information

For additional information about federal tax law requirements applicable to tax favored plans, see the “IRA Disclosure Statement” on page 58.


	9 :

Other


	Information

PRUCO LIFE INSURANCE COMPANY

Pruco Life Insurance Company (Pruco Life) is a stock life insurance company organized in 1971 under the laws of the State of Arizona. It is licensed to sell life insurance and annuities in the District of Columbia, Guam and in all states except New York. Pruco Life is a wholly-owned subsidiary of The Prudential Insurance Company of America (Prudential), a New Jersey stock life insurance company that has been doing business since 1875. Prudential is an indirect wholly-owned subsidiary of Prudential Financial, Inc. (Prudential Financial), a New Jersey insurance holding company. As Pruco Life’s ultimate parent, Prudential Financial exercises significant influence over the operations and capital structure of Pruco Life and Prudential. However, neither Prudential Financial, Prudential, nor any other related company has any legal responsibility to pay amounts that Pruco Life may owe under the contract.

THE SEPARATE ACCOUNT

We have established a separate account, the Pruco Life Flexible Premium Variable Annuity Account (the “separate account”), to hold the assets that are associated with the contracts. The separate account was established under Arizona law on June 16, 1995, and is registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 as a unit investment trust, which is a type of investment company. The assets of the separate account are held in the name of Pruco Life and legally belong to us. These assets are kept separate from all of our other assets and may not be charged with liabilities arising out of any other business we may conduct. More detailed information about Pruco Life, including its audited financial statements, appears in the Statement of Additional Information.

SALE AND DISTRIBUTION OF THE CONTRACT

Prudential Investment Management Services LLC (PIMS), 100 Mulberry Street, Newark, New Jersey 07102-4077, acts as the distributor of the contracts. PIMS is an indirect wholly-owned subsidiary of Prudential Financial, and is a limited liability corporation organized under Delaware law in 1996. It is a registered broker-dealer under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc.

We pay the broker-dealer whose registered representatives sell the contract either:

• a commission of up to 8% of your purchase payments; or

• a combination of a commission on purchase payments and a “trail” commission — which is a commission determined as a percentage of your contract value that is paid periodically over the life of your contract.

The commission amount quoted above is the maximum amount which is paid. In most circumstances, the registered representative who sold the contract will receive significantly less. We will generally pay less compensation with respect to contracts issued to customers over 80 years old.

From time to time, Prudential or its affiliates may offer and pay non-cash compensation to registered representatives who sell the contract. For example, Prudential or an affiliate may pay for a training and education meeting that is attended by registered representatives of both Prudential-affiliated broker-dealers and independent broker-dealers. Prudential and its affiliates retain discretion as to which broker-dealers to offer non-cash (and cash) compensation arrangements, and will comply with NASD rules and other pertinent laws in making such offers and payments. Our payment of cash or non-cash compensation in connection with sales of the contract does not result directly in any additional charge to you.

ASSIGNMENT

You can assign the contract at any time during your lifetime. If you do so, we will reset the death benefit to equal the contract value on the date the assignment occurs. For details, see “What is the Death Benefit,” on page 37. We will not be bound by the assignment until we receive written notice. We will not be liable for any payment or other action we take in accordance with the contract if that action occurs before we receive notice of the assignment. An assignment, like any other change in ownership, may trigger a taxable event.

If the contract is issued under a qualified plan, there may be limitations on your ability to assign the contract. For further information please speak to your representative.

FINANCIAL STATEMENTS

The financial statements of the separate account associated with Strategic Partners Annuity One are included in the Statement of Additional Information.

STATEMENT OF ADDITIONAL INFORMATION

Contents:


•	Company
•	Experts
•	Litigation
•	Legal Opinions
•	Principal Underwriter
•	Determination of Accumulation Unit Values
•	Performance Information
•	Comparative Performance Information and Advertising
•	Federal Tax Status
•	State Specific Variations
•	Directors and Officers
•	Financial Statements

HOUSEHOLDING

To reduce costs, we now send only a single copy of prospectuses and shareholder reports to each consenting household, in lieu of sending a copy to each contractholder that resides in the household. If you are a member of such a household, you should be aware that you can revoke your consent to householding at any time, and begin to receive your own copy of prospectuses and shareholder reports, by calling 1-877-778-5008.

IRA Disclosure Statement

This statement is designed to help you understand the requirements of federal tax law which apply to your individual retirement annuity (IRA), your Roth IRA, your simplified employee pension IRA (SEP) for employer contributions, your Savings Incentive Match Plan for Employees (SIMPLE) IRA, or to one you purchase for your spouse. You can obtain more information regarding your IRA either from your sales representative or from any district office of the Internal Revenue Service. Those are federal tax law rules; state tax laws may vary.

FREE LOOK PERIOD

The annuity contract offered by this prospectus gives you the opportunity to return the contract for a full refund within 10 days (or whatever period is required by applicable state law) after it is delivered. This is a more liberal provision than is required in connection with IRAs. To exercise this “free-look” provision, return the contract to the representative who sold it you or to the Prudential Annuity Service Center at the address shown on the first page of this prospectus.

ELIGIBILITY REQUIREMENTS

IRAs are intended for all persons with earned compensation whether or not they are covered under other retirement programs. Additionally, if you have a non-working spouse (and you file a joint tax return), you may establish an IRA on behalf of your non-working spouse. A working spouse may establish his or her own IRA. A divorced spouse receiving taxable alimony (and no other income) may also establish an IRA.

CONTRIBUTIONS AND DEDUCTIONS

Contributions to your IRA will be deductible if you are not an “active participant” in an employer maintained qualified retirement plan or you have “Adjusted Gross Income” (as defined under Federal tax laws) which does not exceed the “applicable dollar limit.” IRA (or SEP) contributions must be made by no later than the due date for filing your income tax return for that year, excluding extensions (generally by April 15th). For a single taxpayer, the applicable dollar limitation is $34,000 in 2002, with the amount of IRA contribution which may be deducted reduced proportionately for Adjusted Gross Income between $34,000 — $44,000. For married couples filing jointly, the applicable dollar limitation is $54,000, with the amount of IRA contribution which may be deducted reduced proportionately for Adjusted Gross Income between $54,000-$64,000. There is no deduction allowed for IRA contributions when Adjusted Gross Income reaches $44,000 for individuals and $64,000 for married couples filing jointly. These amounts are for 2002. In 2003, the limits are $40,000 to $50,000 for single taxpayers and $60,000 to $70,000 for married couples filing jointly. Income limits are scheduled to increase until 2006 for single taxpayers and 2007 for married taxpayers.

Contributions made by your employer to your SEP are excludable from your gross income for tax purposes in the calendar year for which the amount is contributed. Certain employees who participate in a SEP will be entitled to elect to have their employer make contributions to their SEP on their behalf or to receive the contributions in cash. If the employee elects to have contributions made on the employee’s behalf to the SEP, those funds are not treated as current taxable income to the employee. Elective deferrals under a SEP are limited to $11,000 in 2002, increasing to $12,000 in 2003, with a permitted catch-up contribution of $1,000 ($2,000 in 2003) for individuals age 50 and above. Contribution limits and catch-up contribution limits are scheduled to increase through 2006 and are indexed for inflation thereafter. Salary-reduction SEPs (also called “SARSEPs”) are available only if at least 50% of the employees elect to have amounts contributed to the SARSEP and if the employer has 25 or fewer employees at all times during the preceding year. New SARSEPs may not be established after 1996.

The IRA maximum annual contribution is limited to the lesser of: (1) the maximum amount allowed by law, including catch-up contributions if applicable, or (2) 100% of your earned compensation. Contributions in excess of these limits may be subject to penalty. See below.

Under a SEP agreement, the maximum annual contribution which your employer may make on your behalf to a SEP contract that is excludable from your income is the lesser of 25% of your salary or $40,000. An employee who is a participant in a SEP agreement may make after-tax contributions to the SEP contract, subject to the contribution limits applicable to IRAs in general. Those employee contributions will be deductible subject to the deductibility rules described above.

The maximum tax deductible annual contribution that a divorced spouse with no other income may make to an IRA is the lesser of (1) the maximum amount allowed by law, including catch-up contributions if applicable or (2) 100% of taxable alimony.

If you or your employer should contribute more than the maximum contribution amount to your IRA or SEP, the excess amount will be considered an “excess contribution.” You are permitted to withdraw an excess contribution from your IRA or SEP before your tax filing date without adverse tax consequences. If, however, you fail to withdraw any such excess contribution before your tax filing date, a 6% excise tax will be imposed on the excess for the tax year of contribution.

Once the 6% excise tax has been imposed, an additional 6% penalty for the following tax year can be avoided if the excess is (1) withdrawn before the end of the following year, or (2) treated as a current contribution for the following year. (See Premature Distributions below for penalties imposed on withdrawal when the contribution exceeds the maximum amount allowed by law, including catch-up contributions if applicable.)

IRA FOR NON-WORKING SPOUSE

If you establish an IRA for yourself, you may also be eligible to establish an IRA for your “non-working” spouse. In order to be eligible to establish such a spousal IRA, you must file a joint tax return with your spouse and, if your non-working spouse has compensation, his/her compensation must be less than your compensation for the year. Contributions of up to the maximum amount allowed by law, including catch-up contributions if applicable, may be made to your IRA and the spousal IRA if the combined compensation of you and your spouse is at least equal to the amount contributed. If requirements for deductibility (including income levels) are met, you will be able to deduct an amount equal to the least of (i) the amount contributed to the IRAs; (ii) twice the maximum amount allowed by law, including catch-up contributions if applicable; or (iii) 100% of your combined gross income.

Contributions in excess of the contribution limits may be subject to penalty. See page 57 under “Contributions and Deductions.” If you contribute more than the allowable amount, the excess portion will be considered an excess contribution. The rules for correcting it are the same as discussed above for regular IRAs.

Other than the items mentioned in this section, all of the requirements generally applicable to IRAs are also applicable to IRAs established for non-working spouses.

ROLLOVER CONTRIBUTION

Once every year, you are permitted to withdraw any portion of the value of your IRA or SEP and reinvest it in another IRA or bond. Withdrawals may also be made from other IRAs and contributed to this contract. This transfer of funds from one IRA to another is called a “rollover” IRA. To qualify as a rollover contribution, the entire portion of the withdrawal must be reinvested in another IRA within 60 days after the date it is received. You will not be allowed a tax-deduction for the amount of any rollover contribution.

A similar type of rollover to an IRA can be made with the proceeds of a qualified distribution from a qualified retirement plan or tax-sheltered annuity. Properly made, such a distribution will not be taxable until you receive payments from the IRA created with it. You may later roll over such a contribution to another qualified retirement plan. (You may roll less than all of a qualified distribution into an IRA, but any part of it not rolled over will be currently includable in your income without any capital gains treatment.) Funds can be rolled over from an IRA or SEP to another IRA or SEP or to another qualified retirement plan or 457 government plan even if additional contributions have been made to the account.

DISTRIBUTIONS

(a) Premature Distributions

At no time can your interest in your IRA or SEP be forfeited. To insure that your contributions will be used for retirement, the federal tax law does not permit you to use your IRA or SEP as security for a loan. Furthermore, as a general rule, you may not sell or assign your interest in your IRA or SEP to anyone. Use of an IRA (or SEP) as security or assignment of it to another will invalidate the entire annuity. It then will be includable in your income in the year it is invalidated and will be subject to a 10% tax penalty if you are not at least age 59 1/2 or totally disabled. (You may, however, assign your IRA or SEP without penalty to your former spouse in accordance with the terms of a divorce decree.)

You may surrender any portion of the value of your IRA (or SEP). In the case of a partial surrender which does not qualify as a rollover, the amount withdrawn will be includable in your income and subject to the 10% penalty if you are not at least age 59 1/2 or totally disabled unless you comply with special rules requiring distributions to be made at least annually over your life expectancy.

The 10% tax penalty does not apply to the withdrawal of an excess contribution as long as the excess is withdrawn before the due date of your tax return. Withdrawals of excess contributions after the due date of your tax return will generally be subject to the 10% penalty unless the excess contribution results from erroneous information from a plan trustee making an excess rollover contribution or unless you are over age 59 1/2 or are disabled.

(b) Distribution After Age 59 1/2

Once you have attained age 59 1/2 (or have become totally disabled), you may elect to receive a distribution of your IRA (or SEP) regardless of when you actually retire. In addition, you must commence distributions from your IRA by April 1 following the year you attain age 70 1/2. You may elect to receive the distribution under any one of the periodic payment options available under the contract. The distributions from your IRA under any one of the periodic payment options or in one sum will be treated as ordinary income as you receive them to the degree that you have made deductible contributions. If you have made both deductible and nondeductible contributions, the portion of the distribution attributable to the nondeductible contribution will be tax-free.

(c) Inadequate Distributions—50% Tax

Your IRA or SEP is intended to provide retirement benefits over your lifetime. Thus, federal tax law requires that you either (1) receive a lump-sum distribution of your IRA by April 1 of the year following the year in which you attain age 70 1/2 or (2) start to receive periodic payments by that date. If you elect to receive periodic payments, those payments must be sufficient to pay out the entire value of your IRA during your life expectancy (or over the joint life expectancies of you and your spouse/beneficiary). The calculation method is revised under the IRS proposed regulations for distributions beginning in 2002. If the payments are not sufficient to meet these requirements, an excise tax of 50% will be imposed on the amount of any underpayment.

(d) Death Benefits

If you (or your surviving spouse) die before receiving the entire value of your IRA (or SEP), the remaining interest must be distributed to your beneficiary (or your surviving spouse’s beneficiary) in one lump-sum by December 31st of the fifth year after your (or your surviving spouse’s) death, or applied to purchase an immediate annuity for the beneficiary. This annuity must be payable over the life expectancy of the beneficiary beginning by December 31st of the year following the year after your or your spouse’s death. If your spouse is the designated beneficiary, he or she is treated as the owner of the IRA. If minimum required distributions have begun, and no designated beneficiary is identified by December 31st of the year following the year of death, the entire amount must be distributed based on the life expectancy of the owner using the owner’s age prior to death. A distribution of the balance of your IRA upon your death will not be considered a gift for federal tax purposes, but will be included in your gross estate for purposes of federal estate taxes.

ROTH IRAS

Section 408A of the Code permits eligible individuals to contribute to a type of IRA known as a “Roth IRA.” Contributions may be made to a Roth IRA by taxpayers with adjusted gross incomes of less than $160,000 for married individuals filing jointly and less than $110,000 for single individuals. Married individuals filing separately are not eligible to contribute to a Roth IRA. The maximum amount of contributions allowable for any taxable year to all IRAs maintained by an individual is generally the lesser of the maximum amount allowed by law and 100% of compensation for that year (the maximum amount allowed by law is phased out for incomes between $150,000 and $160,000 for married and between $95,000 and $110,000 for singles). The contribution limit is reduced by the amount of any contributions made to a traditional IRA. Contributions to a Roth IRA are not deductible.

For taxpayers with adjusted gross income of $100,000 or less, all or part of amounts in a traditional IRA may be converted, transferred or rolled over to a Roth IRA. Some or all of the IRA value will typically be includable in the taxpayer’s gross income. Provided a rollover contribution meets the requirements of IRAs under Section 408(d)(3) of the Code, a rollover may be made from a Roth IRA to another Roth IRA.

Under some circumstances, it may not be advisable to roll over, transfer or convert all or part of a traditional IRA to a Roth IRA. Persons considering a rollover, transfer or conversion should consult their own tax advisor.

“Qualified distributions” from a Roth IRA are excludable from gross income. A “qualified distribution” is a distribution that satisfies two requirements: (1) the distribution must be made (a) after the owner of the IRA attains age 59 1/2; (b) after the owner’s death; (c) due to the owner’s disability; or (d) for a qualified first time homebuyer distribution within the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution must be made in the year that is at least five tax years after the first year for which a contribution was made to any Roth IRA established for the owner or five years after a rollover, transfer, or conversion was made from a traditional IRA to a Roth IRA. Distributions from a Roth IRA that are not qualified distributions will be treated as made first from contributions and then from earnings, and taxed generally in the same manner as distributions from a traditional IRA.

Distributions from a Roth IRA need not commence at age 70 1/2. However, if the owner dies before the entire interest in a Roth IRA is distributed, any remaining interest in the contract must be distributed under the same rules applied to traditional IRAs where death occurs before the required beginning date.

REPORTING TO THE IRS

Whenever you are liable for one of the penalty taxes discussed above (6% for excess contributions, 10% for premature distributions or 50% for underpayments), you must file Form 5329 with the Internal Revenue Service. The form is to be attached to your federal income tax return for the tax year in which the penalty applies. Normal contributions and distributions must be shown on your income tax return for the year to which they relate.

APPENDIX

Accumulation Unit Values

As we have indicated throughout this prospectus, the Strategic Partners Annuity One Variable Annuity is a contract that allows you to select or decline any of several features that carries with it a specific asset-based charge. We maintain a unique unit value corresponding to each combination of such Contract features. Here we depict the historical unit values corresponding to the contract features bearing the highest and lowest combinations of asset-based charges during the periods September 22, 2000 to December 31, 2000 and January 1, 2001 to December 31, 2001. During those periods, the highest combination of asset-based charges amounted to 1.70%, and the lowest combination of asset-based charges amounted to 1.40%. Under the version of the contracts described in this prospectus, the highest combinations of asset-based charges now amounts to 2.40%, while the lowest combination of asset-based charges remains at 1.40%. In the Statement of Additional Information, we set out historical unit values corresponding to the other combinations of asset-based charges available during those prior periods. You can obtain a copy of the Statement of Additional Information without charge, by calling (888) PRU-2888 or by writing to us at Prudential Annuity Service Center, P.O. Box 7960, Philadelphia, PA 19101.

Accumulation Unit Values



ACCUMULATION UNIT VALUES: AS A PERCENTAGE OF EACH FUND’S AVERAGE DAILY NET ASSETS *(BASE DEATH BENEFIT 1.40)*

		ACCUMULATION UNIT		ACCUMULATION UNIT		NUMBER OF ACCUMULATION
		VALUE		VALUE		UNITS
		AT BEGINNING OF PERIOD		AT END OF PERIOD		OUTSTANDING AT END OF PERIOD




Jennison Portfolio

	9/22/2000* to 12/31/2000	$	1.00269	$	0.81573		2,804,198
	1/1/2001 to 12/31/2001	$	0.81573	$	0.65768		13,472,779




Prudential Global Portfolio

	9/22/2000* to 12/31/2000	$	0.99803	$	0.87656		371,999
	1/1/2001 to 12/31/2001	$	0.87656	$	0.71233		2,021,873




Prudential Money Market Portfolio

	9/22/2000* to 12/31/2000	$	1.00040	$	1.01353		3,827,370
	1/1/2001 to 12/31/2001	$	1.01353	$	1.04061		28,517,423




Prudential Stock Index Portfolio

	9/22/2000* to 12/31/2000	$	0.99966	$	0.91141		1,122,383
	1/1/2001 to 12/31/2001	$	0.91141	$	0.79064		7,243,090




SP Aggressive Growth Asset Allocation Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.92990		612,611
	1/1/2001 to 12/31/2001	$	0.92990	$	0.75207		2,321,220




SP AIM Aggressive Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.85666		599,327
	1/1/2001 to 12/31/2001	$	0.85666	$	0.63765		1,875,278




SP AIM Core Equity Income Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.83933		907,104
	1/1/2001 to 12/31/2001	$	0.83933	$	0.64005		4,254,779




SP Alliance Large Cap Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.85233		1,254,905
	1/1/2001 to 12/31/2001	$	0.85233	$	0.71906		5,750,267




SP Alliance Technology Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.75990		1,305,959
	1/1/2001 to 12/31/2001	$	0.75990	$	0.56163		2,243,267




SP Balanced Asset Allocation Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.98004		1,201,198
	1/1/2001 to 12/31/2001	$	0.98004	$	0.91008		13,774,348




SP Conservative Asset Allocation Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	1.00456		831,559
	1/1/2001 to 12/31/2001	$	1.00456	$	0.98804		12,182,545




SP Davis Value Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	1.01293		3,263,900
	1/1/2001 to 12/31/2001	$	1.01293	$	0.89451		17,121,317

* Commencement of Business

THIS CHART CONTINUES ON THE NEXT PAGE



ACCUMULATION UNIT VALUES (CONTINUED):
AS A PERCENTAGE OF EACH FUND’S AVERAGE DAILY NET ASSETS (BASE DEATH BENEFIT 1.40)

		ACCUMULATION UNIT		ACCUMULATION UNIT		NUMBER OF ACCUMULATION
		VALUE		VALUE		UNITS
		AT BEGINNING OF PERIOD		AT END OF PERIOD		OUTSTANDING AT END OF PERIOD




SP Deutsche International Equity Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.94430		727,420
	1/1/2001 to 12/31/2001	$	0.94430	$	0.72585		4,573,063




SP Growth Asset Allocation Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.95179		1,422,198
	1/1/2001 to 12/31/2001	$	0.95179	$	0.82679		10,013,607




SP INVESCO Small Company Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.83474		441,462
	1/1/2001 to 12/31/2001	$	0.83474	$	0.68188		2,522,640




SP Jennison International Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.84672		943,082
	1/1/2001 to 12/31/2001	$	0.84672	$	0.53757		4,590,254




SP Large Cap Value Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	1.04410		557,079
	1/1/2001 to 12/31/2001	$	1.04410	$	0.94081		4,822,405




SP MFS Capital Opportunities Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.91251		810,786
	1/1/2001 to 12/31/2001	$	0.91251	$	0.69040		2,722,542




SP MFS Mid-Cap Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.97366		1,181,291
	1/1/2001 to 12/31/2001	$	0.97366	$	0.75936		4,194,730




SP PIMCO High Yield Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	1.01546		722,150
	1/1/2001 to 12/31/2001	$	1.01546	$	1.04100		7,856,471




SP PIMCO Total Return Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	1.04774		1,448,492
	1/1/2001 to 12/31/2001	$	1.04774	$	1.12247		18,070,959




SP Prudential US Emerging Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.83561		1,515,243
	1/1/2001 to 12/31/2001	$	0.83561	$	0.67759		6,095,282




SP Small/ Mid Cap Value Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	1.10899		1,013,389
	1/1/2001 to 12/31/2001	$	1.10899	$	1.12776		5,986,116

* Commencement of Business

THIS CHART CONTINUES ON THE NEXT PAGE



ACCUMULATION UNIT VALUES (CONTINUED):
AS A PERCENTAGE OF EACH FUND’S AVERAGE DAILY NET ASSETS (BASE DEATH BENEFIT 1.40)

		ACCUMULATION UNIT		ACCUMULATION UNIT		NUMBER OF ACCUMULATION
		VALUE		VALUE		UNITS
		AT BEGINNING OF PERIOD		AT END OF PERIOD		OUTSTANDING AT END OF PERIOD




SP Strategic Partners Focused Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99989	$	0.79227		693,204
	1/1/2001 to 12/31/2001	$	0.79227	$	0.66171		3,503,249




Janus Aspen Series—Growth Portfolio Service Shares

	9/22/2000* to 12/31/2000	$	1.00400	$	0.83038		1,473,096
	1/1/2001 to 12/31/2001	$	0.83038	$	0.61510		4,870,436

* Commencement of Business



ACCUMULATION UNIT VALUES:
AS A PERCENTAGE OF EACH FUND’S AVERAGE DAILY NET ASSETS (GMDB Greater of Roll up and Step-up 1.70)

		ACCUMULATION UNIT		ACCUMULATION UNIT		NUMBER OF ACCUMULATION
		VALUE		VALUE		UNITS
		AT BEGINNING OF PERIOD		AT END OF PERIOD		OUTSTANDING AT END OF PERIOD




Jennison Portfolio

	9/22/2000* to 12/31/2000	$	1.00266	$	0.81505		4,493,317
	1/1/2001 to 12/31/2001	$	0.81505	$	0.65525		18,580,183




Prudential Global Portfolio

	9/22/2000* to 12/31/2000	$	0.99801	$	0.87590		436,450
	1/1/2001 to 12/31/2001	$	0.87590	$	0.70961		2,884,282




Prudential Money Market Portfolio

	9/22/2000* to 12/31/2000	$	1.00038	$	1.01298		3,183,106
	1/1/2001 to 12/31/2001	$	1.01298	$	1.03708		17,605,242




Prudential Stock Index Portfolio

	9/22/2000* to 12/31/2000	$	0.99963	$	0.91059		849,860
	1/1/2001 to 12/31/2001	$	0.91059	$	0.78747		8,065,181




SP Aggressive Growth Asset Allocation Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.92916		1,073,826
	1/1/2001 to 12/31/2001	$	0.92916	$	0.74916		3,546,887




SP AIM Aggressive Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.85596		898,874
	1/1/2001 to 12/31/2001	$	0.85596	$	0.63522		3,045,738




SP AIM Core Equity Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.83861		1,337,786
	1/1/2001 to 12/31/2001	$	0.83861	$	0.63760		5,822,149




SP Alliance Large Cap Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.85163		1,592,163
	1/1/2001 to 12/31/2001	$	0.85163	$	0.71633		8,117,901




SP Alliance Technology Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.75927		2,337,710
	1/1/2001 to 12/31/2001	$	0.75927	$	0.55947		4,812,766




SP Balanced Asset Allocation Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.97922		1,836,214
	1/1/2001 to 12/31/2001	$	0.97922	$	0.90679		18,809,220




SP Conservative Asset Allocation Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	1.00374		288,927
	1/1/2001 to 12/31/2001	$	1.00374	$	0.98439		10,395,749

* Commencement of Business

THIS CHART CONTINUES ON THE NEXT PAGE



ACCUMULATION UNIT VALUES (CONTINUED):
AS A PERCENTAGE OF EACH FUND’S AVERAGE DAILY NET ASSETS (GMDB Greater of Roll up and Step-up 1.70)

		ACCUMULATION UNIT		ACCUMULATION UNIT		NUMBER OF ACCUMULATION
		VALUE		VALUE		UNITS
		AT BEGINNING OF PERIOD		AT END OF PERIOD		OUTSTANDING AT END OF PERIOD




SP Davis Value Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	1.01213		3,194,985
	1/1/2001 to 12/31/2001	$	1.01213	$	0.89127		21,617,427




SP Deutsche International Equity Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.94350		752,798
	1/1/2001 to 12/31/2001	$	0.94350	$	0.72306		6,757,406




SP Growth Asset Allocation Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.95105		1,300,041
	1/1/2001 to 12/31/2001	$	0.95105	$	0.82369		17,314,002




SP INVESCO Small Company Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.83404		782,539
	1/1/2001 to 12/31/2001	$	0.83404	$	0.67926		3,991,681




SP Jennison International Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.84597		1,178,408
	1/1/2001 to 12/31/2001	$	0.84597	$	0.53544		6,127,723




SP Large Cap Value Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	1.04325		305,406
	1/1/2001 to 12/31/2001	$	1.04325	$	0.93729		5,030,228




SP MFS Capital Opportunities Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.91177		690,992
	1/1/2001 to 12/31/2001	$	0.91177	$	0.68787		3,167,301




SP MFS Mid-Cap Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.97285		1,175,567
	1/1/2001 to 12/31/2001	$	0.97285	$	0.75655		5,759,019




SP PIMCO High Yield Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	1.01459		444,968
	1/1/2001 to 12/31/2001	$	1.01459	$	1.03690		6,272,409




SP PIMCO Total Return Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	1.04684		793,489
	1/1/2001 to 12/31/2001	$	1.04684	$	1.11822		17,147,878




SP Prudential US Emerging Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.83496		1,729,790
	1/1/2001 to 12/31/2001	$	0.83496	$	0.67514		7,641,248




SP Small/Mid Cap Value Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	1.10805		866,330
	1/1/2001 to 12/31/2001	$	1.10805	$	1.12346		6,562,121

* Commencement of Business

THIS CHART CONTINUES ON THE NEXT PAGE



ACCUMULATION UNIT VALUES (CONTINUED):
AS A PERCENTAGE OF EACH FUND’S AVERAGE DAILY NET ASSETS (GMDB Greater of Roll up and Step-up 1.70)

		ACCUMULATION UNIT		ACCUMULATION UNIT		NUMBER OF ACCUMULATION
		VALUE		VALUE		UNITS
		AT BEGINNING OF PERIOD		AT END OF PERIOD		OUTSTANDING AT END OF PERIOD




SP Strategic Partners Focused Growth Portfolio

	9/22/2000* to 12/31/2000	$	0.99986	$	0.79161		997,234
	1/1/2001 to 12/31/2001	$	0.79161	$	0.65929		3,749,277




Janus Aspen Series—Growth Portfolio Service Shares

	9/22/2000* to 12/31/2000	$	1.00397	$	0.82976		1,295,174
	1/1/2001 to 12/31/2001	$	0.82976	$	0.61281		4,290,126

* Commencement of Business

Part III Prospectuses

Variable Investment Options

The Prudential Series Fund, Inc.

Supplement dated December 13, 2002 to
Prospectus dated May 1, 2002

Value Portfolio

The following amends the sections of the prospectus entitled “How the Portfolios Invest—Investment Objectives and Policies, “How the Fund is Managed — Investment Sub-Advisers,” and “How the Fund is Managed—Portfolio Managers:”

Effective as of the close of business on December 12, 2002, Jennison Associates LLC is responsible for managing 100% of the Portfolio’s assets. The portfolio managers for the Portfolio are Tom Kolefas and Bradley Goldberg. Bradley Goldberg has announced his intention to retire effective December 31, 2002. Following Mr. Goldberg’s retirement, Mr. Kolefas will continue as the portfolio manager for the Portfolio.

Equity Portfolio

The following amends the section of the prospectus entitled “How the Fund is Managed—Portfolio Managers:”

Bradley Goldberg has announced his intention to retire effective December 31, 2002. Following Mr. Goldberg’s retirement, the portion of the Portfolio managed by Jennison Associates LLC will continue to be managed by Tom Kolefas.

The Prudential Series Fund, Inc.

Supplement dated August 29, 2002 to
Prospectus, dated May 1, 2002

SP Alliance Large Cap Growth Portfolio

The following supplements the section of the prospectus entitled “How the Portfolios Invest—Investment Objectives and Policies:”

The Portfolio usually invests in about 40-60 companies, with the 25 most highly regarded of these companies generally constituting approximately 70% of the Portfolio’s investable assets. Alliance seeks to gain positive returns in good markets while providing some measure of protection in poor markets.

SP MFS Mid-Cap Growth Portfolio

The following supplements the section of the prospectus entitled “Portfolio Managers:”

The Portfolio is managed by a team. MFS Senior Vice President Mark Regan, who had been a co-manager for the Portfolio, retired effective June 30, 2002. David Sette-Ducati will continue as a member of the management team.

Eric Fischman joined the management team during April 2002. Mr. Fischman is a Senior Vice President of MFS. Mr. Fischman joined MFS as a research analyst during 2000 and was named a portfolio manager in April 2002. He earned an M.B.A degree from Columbia Business School in 1998, a law degree from Boston University School of Law, and a bachelor’s degree from Cornell University. From 1998 to 2000, Mr. Fischman served as an equity research analyst at State Street Research. Prior to that, he served as an equity research analyst at Dreyfus Corporation. Mr. Fischman also holds the Chartered Financial Analyst (CFA) designation.

SP INVESCO Small Company Growth Portfolio

The following supplements the section of the Prospectus entitled “Portfolio Managers:”

The following individuals are primarily responsible for the day-to-day management of the Portfolio’s holdings:

Stacie L. Cowell, a senior vice president of INVESCO, is the lead portfolio manager of the Portfolio. Before joining INVESCO in 1997, Stacie was senior equity analyst with Founders Asset Management and a capital markets and trading analyst with Chase Manhattan Bank in New York. She is a CFA charterholder. Stacie holds an M.S. in Finance from the University of Colorado and a B.A in Economics from Colgate University.

Cameron Cooke is the co-portfolio manager of the Portfolio. Mr. Cooke joined the investment division of INVESCO in 2000. Prior to joining INVESCO, Cameron was a senior equity analyst at Wells Capital Management. Mr. Cooke holds a B.A. in economics from the University of North Carolina at Chapel Hill.

SP PIMCO High Yield Portfolio
SP PIMCO Total Return Portfolio
Diversified Conservative Growth Portfolio

The following supplements the section of the prospectus entitled “How the Portfolios Invest—Investment Objectives and Policies:”

Each Portfolio may invest in swap agreements, including interest rate, credit default, currency exchange rate and total return swaps. Each Portfolio may also invest in preferred stock, and may invest in debt from emerging markets. Each Portfolio may invest in event-linked bonds.

Jennison Portfolio

The following supplements the section of the Prospectus entitled “How the Portfolios Invest—Investment Objectives and Policies:”

The Portfolio may invest in equity swap agreements.

Diversified Conservative Growth Portfolio

The following supplements the section of the Prospectus entitled “How the Portfolio’s Invest—Investment Objectives and Policies:”

The Portfolio may enter into short sales of securities. No more than 25% of the Portfolio’s net assets may by used as collateral or segregated for purposes of securing a short sale obligation.

The Prudential Series Fund, Inc.
SP Mid Cap Growth Portfolio

Prospectus dated May 1, 2002
Supplement dated December 16, 2002

Effective December 16, 2002, Calamos Asset Management, Inc. will replace Massachusetts Financial Services Company (MFS) as subadviser to the SP Mid Cap Growth Portfolio (formerly, SP MFS Mid Cap Growth Portfolio).

The following replaces the discussion of MFS in the section of the prospectus titled “How the Fund is Managed—Portfolio Managers:”

Calamos Asset Management, Inc. (“Calamos”) is the subadviser to the SP Mid-Cap Growth Portfolio. Calamos, a registered investment advisor, is a wholly-owned subsidiary of Calamos Holdings, Inc. As of October 31, 2002, Calamos managed approximately $11.7 billion in assets for institutions, individuals, investment companies and hedge funds. Calamos’ address is 1111 E. Warrenville Road, Naperville, Illinois 60563-1463.

John P. Calamos, Chief Executive Officer and President of Calamos, Nick P. Calamos, Chief Investment Officer and Executive Vice President of Calamos, and John P. Calamos, Jr., Executive Vice President of Calamos, manage the SP Mid Cap Growth Portfolio. John and Nick have managed money together for nearly 20 years.

The Prudential Series Fund, Inc.

Supplement dated September 19, 2002 to Prospectus and
Statement of Additional Information, dated May 1, 2002

SP AIM Core Equity Portfolio

The following supplements the sections of the prospectus entitled “Investment Objectives and Principal Strategies, and “How the Portfolios Invest—Investment Objectives and Policies. ”

The Portfolio’s investment objective is growth of capital. The Portfolio’s secondary objective of current income is deleted.

SP Deutsche International Equity Portfolio

The following supplements the sections of the prospectus entitled “Investment Objectives and Principal Strategies,” “How The Portfolios Invest—Investment Objectives and Policies,” “How The Fund Is Managed—Investment Sub-Advisers,” and “How The Fund Is Managed—Portfolio Managers:”

Effective September 30, 2002, Deutsche Asset Management Investment Services Limited (DeAMIS) is the sub-adviser to the Portfolio. DeAMIS is a wholly owned subsidiary of Deutsche Bank AG. As of June 30, 2002 DeAMIS’ total assets under management were $5.667 billion. DeAMIS’ address is One Appold Street, London EC2A 2UU.

The following portfolio managers are responsible for the day-to-day management of the Portfolio’s investments:

Alexander Tedder, Managing Director of DeAMIS and Co-Manager of the Portfolio

• Head of EAFE Equity Portfolio Selection Team

• Joined DeAMIS in 1994 as a portfolio manager

• Was a European analyst (1990-1994) and representative (1992-1994) for Schroeders

• 12 years of investment experience

• Fluent in German, French, Italian and Spanish

• Masters in Economics and Business Administration from Freiburg University

Clare Brody, Director of DeAMIS and Co-Manager of the Portfolio

• Joined DeAMIS in 1993

• 10 years of investment industry experience

• Chartered Financial Analyst

• B.S., Cornell University

Stuart Kirk, Vice President of DeAMIS and Co-Manager of the Portfolio

• Joined Deutsche Bank AG, Paris Branch in 1995

• Seven years of investment industry experience

• Asia-Pacific analyst

• M.A. from Cambridge University

Marc Slendebroek, Vice President of DeAMIS and Co-Manager of the Portfolio

• Portfolio manager for EAFE Equities: London

• Joined Deutsche Asset Management Americas, Inc. (formerly, Zurich Scudder Investments, Inc.) in 1994 after five years of experience as equity analyst at Kleinwort Benson Securities and at Enskilda Securities

• Fluent in English, Dutch, German, Swedish and Norwegian

• M.A. from University of Leiden, Netherlands

Joseph DeSantis, Managing Director of DeAMIS and Co-Manager of the Portfolio

• Oversees all equity portfolio managers based in the Americas region

• Joined Deutsche Asset Management, Inc. (formerly, Zurich Scudder Investments, Inc.) in 2000

• Chief Investment Officer at Chase Trust Bank in Tokyo, Japan, a division of Chase Global Asset Management and Mutual Funds (1996-2000)

• Head of International Equities at Chase in New York (1992-1996)

• Positions as a portfolio manager at Chase and as the founder and later Investment Strategist at Strategic Research International, Inc.

• B.A. from the University of Cincinnati

The following supplements the section of the Statement of Additional Information entitled “Investment Management And Distribution Arrangements—Investment Management Arrangements:”

Deutsche Asset Management Investment Services Limited (DeAMIS) is the subadviser to the SP Deutsche International Equity Portfolio. All references to Deutsche Asset Management, Inc. and/or DAMI with respect to the SP Deutsche International Equity Portfolio are hereby deleted and replaced accordingly.

The Prudential Series Fund, Inc.

Supplement dated October 18, 2002
Prospectus dated May 1, 2002

SP PIMCO High Yield Portfolio

Effective immediately, Raymond G. Kennedy will replace Benjamin L. Trosky as portfolio manager. The following replaces the section titled “How the Fund is Managed—Portfolio Managers:”

The Portfolio is managed by Raymond G. Kennedy. Mr. Kennedy is a Managing Director of PIMCO, and he joined PIMCO as a credit analyst in 1996. Prior to joining PIMCO, Mr. Kennedy was associated with the Prudential Insurance Company of America as a private placement asset manager.

SP MFS Capital Opportunities Portfolio

Effective immediately, S. Irfan Ali and Kenneth J. Enright, CFA, will serve as co-portfolio managers of the SP MFS Capital Opportunities Portfolio replacing Maura Shaughnessy. The following replaces the section titled “How the Fund is Managed—Portfolio Managers:”

The Portfolio is managed by S. Irfan Ali and Kenneth J. Enright. Mr. Ali is a Senior Vice President and portfolio manager of the MFS Strategic Growth portfolios. He joined MFS as a research analyst in 1993 and earned his M.B.A. from the Harvard Business School. Mr. Enright is a Senior Vice President and portfolio manager of the MFS Strategic Value portfolios and assists on the team managed MFS Total Return portfolios. He joined MFS in 1986 as a research analyst and earned his M.B.A from Babson College.

The Prudential Series Fund, Inc.

Prospectus

May 1, 2002

Equity Portfolio
Global Portfolio
Jennison Portfolio
Money Market Portfolio
Stock Index Portfolio
Value Portfolio
SP Aggressive Growth Asset Allocation Portfolio
SP AIM Aggressive Growth Portfolio
SP AIM Core Equity Portfolio
SP Alliance Large Cap Growth Portfolio
SP Alliance Technology Portfolio
SP Balanced Asset Allocation Portfolio
SP Conservative Asset Allocation Portfolio
SP Davis Value Portfolio
SP Deutsche International Equity Portfolio
SP Growth Asset Allocation Portfolio
SP INVESCO Small Company Growth Portfolio
SP Jennison International Growth Portfolio
SP Large Cap Value Portfolio
SP MFS Capital Opportunities Portfolio
SP MFS Mid-Cap Growth Portfolio
SP PIMCO High Yield Portfolio
SP PIMCO Total Return Portfolio
SP Prudential U.S. Emerging Growth Portfolio
SP Small/Mid-Cap Value Portfolio
SP Strategic Partners Focused Growth Portfolio

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the Fund’s shares nor has the SEC determined that this prospectus is complete or accurate. It is a criminal offense to state otherwise.

A particular Portfolio may not be available under the variable life insurance or variable annuity contract which you have chosen. The prospectus of the specific contract which you have chosen will indicate which Portfolios are available and should be read in conjunction with this prospectus.

Table of Contents


•	RISK/RETURN SUMMARY
•	Investment Objectives And Principal Strategies
•	Principal Risks
•	Evaluating Performance

•	HOW THE PORTFOLIOS INVEST

•	Investment Objectives and Policies

•	Equity Portfolio
•	Global Portfolio
•	Jennison Portfolio
•	Money Market Portfolio
•	Stock Index Portfolio
•	Value Portfolio
•	SP AIM Aggressive Growth Portfolio
•	SP AIM Core Equity Portfolio
•	SP Alliance Large Cap Growth Portfolio
•	SP Alliance Technology Portfolio
•	SP Asset Allocation Portfolios
•	SP Aggressive Growth Asset Allocation Portfolio
•	SP Balanced Asset Allocation Portfolio
•	SP Conservative Asset Allocation Portfolio
•	SP Growth Asset Allocation Portfolio
•	SP Davis Value Portfolio
•	SP Deutsche International Equity Portfolio
•	SP INVESCO Small Company Growth Portfolio
•	SP Jennison International Growth Portfolio
•	SP Large Cap Value Portfolio
•	SP MFS Capital Opportunities Portfolio
•	SP MFS Mid-Cap Growth Portfolio
•	SP PIMCO High Yield Portfolio
•	SP PIMCO Total Return Portfolio
•	SP Prudential U.S. Emerging Growth Portfolio
•	SP Small/Mid-Cap Value Portfolio
•	SP Strategic Partners Focused Growth Portfolio

•	OTHER INVESTMENTS AND STRATEGIES

•	ADRs
•	Convertible Debt and Convertible Preferred Stock
•	Derivatives
•	Dollar Rolls
•	Equity Swaps
•	Forward Foreign Currency Exchange Contracts
•	Futures Contracts
•	Interest Rate Swaps
•	Joint Repurchase Account
•	Loans and Assignments
•	Mortgage-related Securities
•	Options
•	Real Estate Investment Trusts
•	Repurchase Agreements
•	Reverse Repurchase Agreements
•	Short Sales Against-the-Box
•	Short Sales
•	When-Issued and Delayed Delivery Securities

•	HOW THE FUND IS MANAGED

•	Board of Directors
•	Investment Adviser
•	Investment Sub-Advisers
•	Portfolio Managers

•	HOW TO BUY AND SELL SHARES OF THE FUND

•	Net Asset Value
•	Distributor

•	OTHER INFORMATION

•	Federal Income Taxes
•	Monitoring For Possible Conflicts

•	FINANCIAL HIGHLIGHTS

(For more information — see back cover)

RISK/RETURN SUMMARY

This prospectus provides information about The Prudential Series Fund, Inc. (the Fund), which consists of 36 separate portfolios (each, a Portfolio).

The Fund offers two classes of shares in each Portfolio: Class I and Class II. Class I shares are sold only to separate accounts of The Prudential Insurance Company of America and its affiliates (Prudential) as investment options under variable life insurance and variable annuity contracts (the Contracts). (A separate account keeps the assets supporting certain insurance contracts separate from the general assets and liabilities of the insurance company.) Class II shares are offered only to separate accounts of non-Prudential insurance companies for the same types of Contracts. Not every Portfolio is available under every contract. The prospectus for each Contract lists the Portfolios currently available through that Contract.

This section highlights key information about each Portfolio available under your Contract. Additional information follows this summary and is also provided in the Fund’s Statement of Additional Information (SAI).

INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES

The following summarizes the investment objectives, principal strategies and principal risks for each of the Portfolios. We describe the terms listed as principal risks on page 10. While we make every effort to achieve the investment objective for each Portfolio, we can’t guarantee success and it is possible that you could lose money.

Equity Portfolio

The Portfolio’s investment objective is long-term growth of capital. To achieve our objective, we normally invest at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in common stocks of major established corporations as well as smaller companies that we believe offer attractive prospects of appreciation. The Portfolio may invest up to 30% of its total assets in foreign securities. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• market risk

• management risk

Global Portfolio

The Portfolio’s investment objective is long-term growth of capital. To achieve this objective, we invest primarily in common stocks (and their equivalents) of foreign and U.S. companies. Generally, we invest in at least three countries, including the U.S., but we may invest up to 35% of the Portfolio’s assets in companies located in any one country other than the U.S. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• market risk

• management risk

Jennison Portfolio (formerly, Prudential Jennison Portfolio)

The Portfolio’s investment objective is to achieve long-term growth of capital. To achieve this objective, we invest primarily in equity securities of major, established corporations that we believe offer above-average growth prospects. The Portfolio may invest up to 30% of its total assets in foreign securities. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• management risk

• market risk

Money Market Portfolio

The Portfolio’s investment objective is maximum current income consistent with the stability of capital and the maintenance of liquidity. To achieve our objective, we invest in high-quality short-term money market instruments issued by the U.S.government or its agencies, as well as by corporations and banks, both domestic and foreign. The Portfolio will invest only in instruments that mature in thirteen months or less, and which are denominated in U.S. dollars. While we make every effort to achieve our objective, we can’t guarantee success.

Principal Risks:

• credit risk

• interest rate risk

• management risk

An investment in the Money Market Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Portfolio seeks to maintain a net asset value of $10 per share, it is possible to lose money by investing in the Portfolio.

Stock Index Portfolio

The Portfolio’s investment objective is investment results that generally correspond to the performance of publicly-traded common stocks. To achieve our objective, we attempt to duplicate the price and yield of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500) by investing at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in S&P 500 stocks. The S&P 500 represents more than 70% of the total market value of all publicly-traded common stocks and is widely viewed as representative of publicly-traded common stocks as a whole. The Portfolio is not “managed” in the traditional sense of using market and economic analyses to select stocks. Rather, the portfolio manager purchases stocks in proportion to their weighting in the S&P 500. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• market risk

Value Portfolio

The Portfolio’s investment objective is capital appreciation. To achieve our objective, we invest primarily in common stocks that are undervalued — those stocks that are trading below their underlying asset value, cash generating ability and overall earnings and earnings growth. We normally invest at least 65% of the Portfolio’s total assets in the common stock and convertible securities of companies that we believe will provide investment returns above those of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500) or the New York Stock Exchange (NYSE) Composite Index. Most of our investments will be securities of large capitalization companies. The Portfolio may invest up to 25% of its total assets in real estate investment trusts (REITs) and up to 30% of its total assets in foreign securities. There is a risk that “value” stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the markets for long periods of time. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• credit risk

• foreign investment risk

• interest rate risk

• market risk

SP Aggressive Growth Asset Allocation Portfolio

The SP Aggressive Growth Asset Allocation Portfolio seeks capital appreciation by investing in large cap equity Portfolios, international Portfolios, and small/mid-cap equity Portfolios. Pertinent risks are those associated with each Portfolio in which this Portfolio invests. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

The SP Aggressive Growth Asset Allocation Portfolio invests in shares of the following Fund Portfolios:

• a large capitalization equity component (approximately 40% of the Portfolio, invested in shares of the SP Davis Value Portfolio (20% of Portfolio), the SP Alliance Large Cap Growth Portfolio (10% of Portfolio), and the Jennison Portfolio (10% of Portfolio)); and

• an international component (approximately 35% of the Portfolio, invested in shares of the SP Jennison International Growth Portfolio (17.5% of Portfolio) and the SP Deutsche International Equity Portfolio (17.5% of Portfolio)); and

• a small/mid-capitalization equity component (approximately 25% of the Portfolio, invested in shares of the SP Small/Mid-Cap Value Portfolio (12.5% of Portfolio) and the SP Prudential U.S. Emerging Growth Portfolio (12.5% of Portfolio)).

For more information on the underlying Portfolios, please refer to their investment summaries included in this prospectus.

SP AIM Aggressive Growth Portfolio

The Portfolio’s investment objective is to achieve long-term growth of capital. The Portfolio seeks to meet this objective by investing primarily in the common stocks of companies whose earnings the portfolio managers expect to grow more than 15% per year. Growth stocks usually involve a higher level of risk than value stocks, because growth stocks tend to attract more attention and more speculative investments than value stocks. On behalf of the Portfolio, A I M Capital Management, Inc. will invest in securities of small-and medium-sized growth companies, may invest up to 25% of its total assets in foreign securities and may invest up to 25% of its total assets in real estate investment trusts (REITs). While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• liquidity risk

• management risk

• market risk

SP AIM Core Equity Portfolio (formerly, SP AIM Growth and Income Portfolio)

The Portfolio’s primary investment objective is growth of capital with a secondary objective of current income. The Portfolio seeks to meet these objectives by investing at least 80% of its investable assets (net assets plus any borrowings made for investment purposes) in equity securities, including convertible securities of established companies that have long-term above-average growth in earnings and dividends, and growth companies that the portfolio managers believe have the potential for above-average growth in earnings and dividends. In complying with this 80% requirement, the Portfolio’s investments may include synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the Portfolio’s direct investments and may include warrants, futures, options, exchange-traded funds and ADRs. A I M Capital Management, Inc. considers whether to sell a particular security when they believe the security no longer has that potential or the capacity to generate income. The Portfolio may invest up to 20% of its total assets in foreign securities. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• credit risk

• derivatives risk

• foreign investment risk

• interest rate risk

• leveraging risk

• liquidity risk

• management risk

• market risk

SP Alliance Large Cap Growth Portfolio

The Portfolio’s investment objective is growth of capital by pursuing aggressive investment policies. The Portfolio normally invests at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in stocks of companies considered to have large capitalizations (i.e., similar to companies included in the S&P 500 Index). Up to 15% of the Portfolio’s total assets may be invested in foreign securities. Unlike most equity funds, the Portfolio focuses on a relatively small number of intensively researched companies. Alliance Capital Management, L.P. (“Alliance”) selects the Portfolio’s investments from a research universe of more than 500 companies that have strong management, superior industry positions, excellent balance sheets, and superior earnings growth prospects. “Alliance”, “Alliance Capital” and their logos are registered marks of Alliance Capital Management, L.P. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• management risk

• market risk

SP Alliance Technology Portfolio

The Portfolio’s objective is growth of capital. The Portfolio normally invests at least 80% of its investable assets (net assets plus any borrowings made for investment purposes) in securities of companies that use technology extensively in the development of new or improved products or processes. Within this framework, the Portfolio may invest in any company and industry and in any type of security with potential for capital appreciation. It invests in well-known, established companies or in new or unseasoned companies. The Portfolio also may invest in debt securities and up to 25% of its total assets in foreign securities. In addition, technology stocks, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall stock market. The Portfolio may invest up to 25% of its total assets in foreign securities. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This Portfolio is advised by Alliance Capital Management, L.P.

Principal Risks:

• company risk

• credit risk

• foreign investment risk

• industry/sector risk

• interest rate risk

• liquidity risk

• management risk

• market risk

SP Balanced Asset Allocation Portfolio

The SP Balanced Asset Allocation Portfolio seeks to provide a balance between current income and growth of capital by investing in fixed income Portfolios, large cap equity Portfolios, small/mid-cap equity Portfolios, and international equity Portfolios. Pertinent risks are those associated with each Portfolio in which this Portfolio invests. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

The SP Balanced Asset Allocation Portfolio invests in shares of the following Portfolios:

• a fixed income component (approximately 40% of the Portfolio, invested in shares of the SP PIMCO Total Return Portfolio (25% of Portfolio) and the SP PIMCO High Yield Portfolio (15% of Portfolio)); and

• a large capitalization equity component (approximately 35% of the Portfolio, invested in shares of the SP Davis Value Portfolio (17.5% of Portfolio), the SP Alliance Large Cap Growth Portfolio (8.75% of Portfolio), and the Jennison Portfolio (8.75% of Portfolio)); and

• a small/mid capitalization equity component (approximately 15% of the Portfolio, invested in shares of the SP Small/Mid-Cap Value Portfolio (7.5% of Portfolio) and the SP Prudential U.S. Emerging Growth Portfolio (7.5% of Portfolio)); and

• an international component (approximately 10% of the Portfolio, invested in shares of the SP Jennison International Growth Portfolio (5% of Portfolio) and the SP Deutsche International Equity Portfolio (5% of Portfolio)).

For more information on the underlying Portfolios, please refer to their investment summaries included in this prospectus.

SP Conservative Asset Allocation Portfolio

The SP Conservative Asset Allocation Portfolio seeks to provide current income with low to moderate capital appreciation by investing in fixed income Portfolios, large cap equity Portfolios, and small/mid-cap equity Portfolios. Pertinent risks are those associated with each Portfolio in which this Portfolio invests. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

The SP Conservative Asset Allocation Portfolio invests in shares of the following Portfolios:

• a fixed income component (approximately 60% of the Portfolio, invested in shares of the SP PIMCO Total Return Portfolio (40% of Portfolio) and the SP PIMCO High Yield Portfolio (20% of Portfolio)); and

• a large capitalization equity component (approximately 30% of the Portfolio, invested in shares of the SP Davis Value Portfolio (15% of Portfolio), the SP Alliance Large Cap Growth Portfolio (7.5% of Portfolio), and the Jennison Portfolio (7.5% of Portfolio)); and

• a small/mid capitalization equity component (approximately 10% of the Portfolio, invested in shares of the SP Small/Mid-Cap Value Portfolio (5% of Portfolio) and the SP Prudential U.S. Emerging Growth Portfolio (5% of Portfolio)).

For more information on the underlying Portfolios, please refer to their investment summaries included in this prospectus.

SP Davis Value Portfolio

SP Davis Value Portfolio’s investment objective is growth of capital. The Portfolio invests primarily in common stock of U.S. companies with market capitalizations of at least $5 billion.

The portfolio managers use the investment philosophy of Davis Selected Advisers, L.P. to select common stocks of quality, overlooked growth companies at value prices and to hold them for the long-term. They look for companies with sustainable growth rates selling at modest price-earnings multiples that they hope will expand as other investors recognize the company’s true worth. The portfolio managers believe that if you combine a sustainable growth rate with a gradually expanding multiple, these rates compound and can generate returns that could exceed average returns earned by investing in large capitalization domestic stocks. They consider selling a company if the company no longer exhibits the characteristics that they believe foster sustainable long-term growth, minimize risk and enhance the potential for superior long-term returns. There is a risk that “Value” Stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the markets for long periods of time. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• liquidity risk

• management risk

• market risk

SP Deutsche International Equity Portfolio

The Portfolio’s investment objective is to invest for long-term capital appreciation. The Portfolio normally invests at least 80% of its investable assets (net assets plus borrowings made for investment purposes) in the stocks and other equity securities of companies in developed countries outside the United States. The Portfolio seeks to achieve its goal by investing primarily in companies in developed foreign countries. The companies are selected by an extensive tracking system plus the input of experts from various financial disciplines. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This Portfolio is advised by Deutsche Asset Management Inc. (DAMI)

Principal Risks:

• company risk

• foreign investment risk

• management risk

• market risk

SP Growth Asset Allocation Portfolio

The SP Growth Asset Allocation Portfolio seeks to provide long-term growth of capital with consideration also given to current income, by investing in large-cap equity Portfolios, fixed income Portfolios, international equity Portfolios, and small/mid-cap equity Portfolios. Pertinent risks are those associated with each Portfolio in which this Portfolio invests. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

The Growth Asset Allocation Portfolio invests in shares of the following Portfolios:

• a large capitalization equity component (approximately 45% of the Portfolio, invested in shares of the SP Davis Value Portfolio (22.5% of Portfolio), the SP Alliance Large Cap Growth Portfolio (11.25% of Portfolio), and the Jennison Portfolio (11.25% of Portfolio)); and

• a fixed income component (approximately 20% of the Portfolio, invested in shares of the SP PIMCO High Yield Portfolio (10% of Portfolio) and the SP PIMCO Total Return Portfolio (10% of Portfolio)); and

• an international component (approximately 20% of the Portfolio, invested in shares of the SP Jennison International Growth Portfolio (10% of Portfolio) and the SP Deutsche International Equity Portfolio (10% of Portfolio)); and

• a small/mid capitalization equity component (approximately 15% of the Portfolio, invested in shares of the SP Small/Mid-Cap Value Portfolio (7.5% of Portfolio) and the SP Prudential U.S. Emerging Growth Portfolio (7.5% of Portfolio)).

For more information on the underlying Portfolios, please refer to their investment summaries included in this prospectus.

SP INVESCO Small Company Growth Portfolio

The Portfolio seeks long-term capital growth. Under normal circumstances, the Portfolio will invest at least 80% of its investable assets (net assets plus any borrowings made for investment purposes) in small-capitalization companies — those which are included in the Russell 2000 Growth Index at the time of purchase, or if not included in that index, have market capitalizations of $2.5 billion or below at the time of purchase.

Investments in small, developing companies carry greater risk than investments in larger, more established companies. Developing companies generally face intense competition, and have a higher rate of failure than larger companies. On the other hand, large companies were once small companies themselves, and the growth opportunities of some small companies may be quite high. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This Portfolio is advised by INVESCO Funds Group, Inc.

Principal Risks:

• company risk

• management risk

• market risk

SP Jennison International Growth Portfolio

The Portfolio’s investment objective is long-term growth of capital. The Portfolio seeks to achieve this objective by investing in equity-related securities of foreign issuers. This means the Portfolio looks for investments that Jennison Associates LLC thinks will increase in value over a period of years. To achieve its objective, the Portfolio invests primarily in the common stock of large and medium-sized foreign companies. Under normal circumstances, the Portfolio invests at least 65% of its total assets in common stock of foreign companies operating or based in at least five different countries. The Portfolio looks primarily for stocks of companies whose earnings are growing at a faster rate than other companies. These companies typically have characteristics such as above average growth in earnings and cash flow, improving profitability, strong balance sheets, management strength and strong market share for its products. The Portfolio also tries to buy such stocks at attractive prices in relation to their growth prospects. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• market risk

SP Large Cap Value Portfolio

The Portfolio’s investment objective is long-term growth of capital. The portfolio’s investment strategy includes normally investing at least 80% of its investable assets (net assets plus any borrowings made for investment purposes) in securities of companies with large market capitalizations (those with market capitalizations similar to companies in the Standard & Poor’s 500 Composite Stock Price Index or the Russell 1000 Index). The Portfolio normally invests its assets primarily in common stocks. The Portfolio invests in securities of companies that Fidelity Management & Research Company (FMR) believes are undervalued in the marketplace in relation to factors such as assets, earnings, growth potential or cash flow in relation to securities of other companies in the same industry (stocks of these companies are often called “value” stocks). The Portfolio invests in domestic and foreign issuers. The Portfolio uses fundamental analysis of each issuer’s financial condition, its industry position and market and economic conditions, along with statistical models to evaluate growth potential, valuation, liquidity and investment risk, to select investments. There is a risk that “value” stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the markets for long periods of time. An investment in this Portfolio, like any Portfolio, is not a deposit of a bank, and is not insured by the Federal Deposit Insurance Corporation or any other government agency. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• management risk

• market risk

SP MFS Capital Opportunities Portfolio

The Portfolio’s investment objective is capital appreciation. The Portfolio invests, under normal market conditions, at least 65% of its net assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts for those securities. The Portfolio focuses on companies which Massachusetts Financial Services Company (MFS) believes have favorable growth prospects and attractive valuations based on current and expected earnings or cash flow. The Portfolio’s investments may include securities listed on a securities exchange or traded in the over-the-counter markets. MFS uses a bottom-up, as opposed to a top-down, investment style in managing the Portfolio. This means that securities are selected based upon fundamental analysis (such as an analysis of earnings, cash flows, competitive position and management’s abilities) performed by the Portfolio’s portfolio manager and MFS’s large group of equity research analysts. The Portfolio may invest in foreign securities (including emerging market securities), through which it may have exposure to foreign currencies. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. High portfolio turnover results in higher transaction costs and can affect the Portfolio’s performance.

Principal Risks:

• company risk

• foreign investment risk

• management risk

• market risk

• portfolio turnover risk

SP MFS Mid-Cap Growth Portfolio

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests, under normal market conditions, at least 80% of its investable assets (net assets plus any borrowings made for investment purposes) in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts for those securities. These securities typically are of medium market capitalizations, which Massachusetts Financial Services Company (MFS) believes have above-average growth potential.

Medium market capitalization companies are defined by the Portfolio as companies with market capitalizations equaling or exceeding $250 million but not exceeding the top of the Russell Midcap™ Growth Index range at the time of the Portfolio’s investment. This Index is a widely recognized, unmanaged index of mid-cap common stock prices. Companies whose market capitalizations fall below $250 million or exceed the top of the Russell Midcap™ Growth Index range after purchase continue to be considered medium-capitalization companies for purposes of the Portfolio’s 80% investment policy. The Portfolio’s investments may include securities listed on a securities exchange or traded in the over-the-counter markets. MFS uses a bottom-up, as opposed to a top-down, investment style in managing the Portfolio. This means that securities are selected based upon fundamental analysis (such as an analysis of earnings, cash flows, competitive position and management’s abilities) performed by the portfolio manager and MFS’s large group of equity research analysts. The Portfolio is a non-diversified mutual fund portfolio. This means that the Portfolio may invest a relatively high percentage of its assets in a small number of issuers. The Portfolio may invest in foreign securities (including emerging markets securities). The Portfolio is expected to engage in active and frequent trading to achieve its principal investment strategies. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• management risk

• market risk

• portfolio turnover risk

SP PIMCO High Yield Portfolio

The investment objective of the Portfolio is to seek maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio seeks to achieve its investment objective by investing under normal circumstances at least 80% of its investable assets (net assets plus any borrowings made for investment purposes) in a diversified portfolio of high yield/high risk securities rated below investment grade but rated at least B by Moody’s Investor Service, Inc. (Moody’s) or Standard & Poor’s Ratings Group (S&P), or, if unrated, determined by Pacific Investment Management Company (PIMCO) to be of comparable quality. The remainder of the Portfolio’s assets may be invested in investment grade fixed income instruments. The average duration of the Portfolio normally varies within a two-to six-year time frame based on PIMCO’s forecast for interest rates. The Portfolio may invest without limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio may invest up to 15% of its assets in euro-denominated securities. The Portfolio normally will hedge at least 75% of its exposure to the euro to reduce the risk of loss due to fluctuations in currency exchange rates. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• credit risk

• derivatives risk

• foreign investment risk

• high yield risk

• interest rate risk

• leveraging risk

• liquidity risk

• management risk

• market risk

• mortgage risk

SP PIMCO Total Return Portfolio

Principal Risks:

• credit risk

• derivatives risk

• interest rate risk

• management risk

SP Prudential U.S. Emerging Growth Portfolio

The Portfolio’s investment objective is long-term capital appreciation, which means that the Portfolio seeks investments whose price will increase over several years. The Portfolio normally invests at least 80% of its investable assets (net assets plus any borrowings made for investment purposes) in equity securities of small and medium-sized U.S. companies that Jennison Associates LLC believes have the potential for above-average growth. The Portfolio also may use derivatives for hedging or to improve the Portfolio’s returns. The Portfolio may actively and frequently trade its portfolio securities. High portfolio turnover results in higher transaction costs and can affect the Portfolio’s performance. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• management risk

• market risk

SP Small/Mid-Cap Value Portfolio

The Portfolio’s investment objective is long-term growth of capital. The Portfolio’s investment strategy includes normally investing at least 80% of its investable assets (net assets plus any borrowings made for investment purposes) in securities of companies with small to medium market capitalizations (those with market capitalizations similar to companies in the S&P Small Cap 600 or the Russell 2000 for small market capitalization and the S&P MidCap 400 or the Russell Midcap^® Index for medium market capitalization). The Portfolio normally invests its assets primarily in common stocks. The Portfolio invests in securities of companies that Fidelity Management & Research Company (FMR) believes are undervalued in the marketplace in relation to factors such as assets, earnings, growth potential or cash flow, or in relation to securities of other companies in the same industry, (stocks of these companies are often called “value” stocks). The Portfolio invests in domestic and foreign issuers. The Portfolio uses fundamental analysis of each issuer’s financial condition, its industry position and market and economic conditions, along with statistical models to evaluate growth potential, valuation, liquidity and investment risk to select investments. There is a risk that “value” stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the markets for long periods of time. An investment in this Portfolio, like any Portfolio, is not a deposit of a bank, and is not insured by the Federal Deposit Insurance Corporation or any other government agency. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Principal Risks:

• company risk

• foreign investment risk

• liquidity risk

• management risk

• market risk

SP Strategic Partners Focused Growth Portfolio

The Portfolio’s investment objective is long-term growth of capital. This means the Portfolio seeks investments whose price will increase over several years. The Portfolio normally invests at least 65% of its total assets in equity-related securities of U.S. companies that the adviser believes to have strong capital appreciation potential. The Portfolio’s strategy is to combine the efforts of two investment advisers and to invest in the favorite stock selection ideas of three portfolio managers (two of whom invest as a team). Each investment adviser to the Portfolio utilizes a growth style to select approximately 20 securities. The portfolio managers build a portfolio with stocks in which they have the highest confidence and may invest more than 5% of the Portfolio’s assets in any one issuer. The Portfolio is nondiversified, meaning it can invest a relatively high percentage of its assets in a small number of issuers. Investing in a nondiversified portfolio, particularly a portfolio investing in approximately 40 equity-related securities, involves greater risk than investing in a diversified portfolio because a loss resulting from the decline in the value of one security may represent a greater portion of the total assets of a nondiversified portfolio. The Portfolio may actively and frequently trade its portfolio securities. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This Portfolio is advised by Jennison Associates LLC and Alliance Capital Management, L.P.

Principal Risks:

• company risk

• foreign investment risk

• management risk

• market risk

• portfolio turnover risk

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risk. Like any mutual fund, an investment in a Portfolio could lose value, and you could lose money. The following summarizes the principal risks of investing in the Portfolios.

Company risk. The price of the stock of a particular company can vary based on a variety of factors, such as the company’s financial performance, changes in management and product trends, and the potential for takeover and acquisition. This is especially true with respect to equity securities of smaller companies, whose prices may go up and down more than equity securities of larger, more established companies. Also, since equity securities of smaller companies may not be traded as often as equity securities of larger, more established companies, it may be difficult or impossible for a Portfolio to sell securities at a desirable price. Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, the relative lack of information about these companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Credit risk. Debt obligations are generally subject to the risk that the issuer may be unable to make principal and interest payments when they are due. There is also the risk that the securities could lose value because of a loss of confidence in the ability of the borrower to pay back debt. Non-investment grade debt — also known as “high-yield bonds” and “junk bonds” — have a higher risk of default and tend to be less liquid than higher-rated securities.

Derivatives risk. Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, interest rate or index. The Portfolios typically use derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. A Portfolio may also use derivatives for leverage, in which case their use would involve leveraging risk. A Portfolio’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks described elsewhere, such as liquidity risk, interest rate risk, market risk, credit risk and management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. A Portfolio investing in a derivative instrument could lose more than the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances.

Foreign Investment risk. Investing in foreign securities generally involves more risk than investing in securities of U.S. issuers. Foreign investment risk includes the specific risks described below.

Currency risk. Changes in currency exchange rates may affect the value of foreign securities held by a Portfolio and the amount of income available for distribution. If a foreign currency grows weaker relative to the U.S. dollar, the value of securities denominated in that foreign currency generally decreases in terms of U.S. dollars. If a Portfolio does not correctly anticipate changes in exchange rates, its share price could decline as a result. In addition, certain hedging activities may cause the Portfolio to lose money and could reduce the amount of income available for distribution.

Emerging market risk. To the extent that a Portfolio invests in emerging markets to enhance overall returns, it may face higher political, information, and stock market risks. In addition, profound social changes and business practices that depart from norms in developed countries’ economies have sometimes hindered the orderly growth of emerging economies and their stock markets in the past. High levels of debt may make emerging economies heavily reliant on foreign capital and vulnerable to capital flight.

Foreign market risk. Foreign markets, especially those in developing countries, tend to be more volatile than U.S. markets and are generally not subject to regulatory requirements comparable to those in the U.S. Because of differences in accounting standards and custody and settlement practices, investing in foreign securities generally involves more risk than investing in securities of U.S. issuers.

Information risk. Financial reporting standards for companies based in foreign markets usually differ from those in the United States. Since the “numbers” themselves sometimes mean different things, the sub-advisers devote much of their research effort to understanding and assessing the impact of these differences upon a company’s financial conditions and prospects.

Liquidity risk. Stocks that trade less can be more difficult or more costly to buy, or to sell, than more liquid or active stocks. This liquidity risk is a factor of the trading volume of a particular stock, as well as the size and liquidity of the entire local market. On the whole, foreign exchanges are smaller and less liquid than the U.S. market. This can make buying and selling certain shares more difficult and costly. Relatively small transactions in some instances can have a disproportionately large effect on the price and supply of shares. In certain situations, it may become virtually impossible to sell a stock in an orderly fashion at a price that approaches an estimate of its value.

Political developments. Political developments may adversely affect the value of a Portfolio’s foreign securities.

Political risk. Some foreign governments have limited the outflow of profits to investors abroad, extended diplomatic disputes to include trade and financial relations, and imposed high taxes on corporate profits.

Regulatory risk. Some foreign governments regulate their exchanges less stringently, and the rights of shareholders may not be as firmly established.

High yield risk. Portfolios that invest in high yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) may be subject to greater levels of interest rate, credit and liquidity risk than Portfolios that do not invest in such securities. High yield securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for high yield securities and reduce a Portfolio’s ability to sell its high yield securities (liquidity risk).

Industry/sector risk. Portfolios that invest in a single market sector or industry can accumulate larger positions in single issuers or an industry sector. As a result, the Portfolio’s performance may be tied more directly to the success or failure of a smaller group of portfolio holdings.

Interest rate risk. Fixed income securities are subject to the risk that the securities could lose value because of interest rate changes. For example, bonds tend to decrease in value if interest rates rise. Debt obligations with longer maturities sometimes offer higher yields, but are subject to greater price shifts as a result of interest rate changes than debt obligations with shorter maturities.

Leveraging risk. Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment contracts. The use of derivatives may also create leveraging risks. To mitigate leveraging risk, a sub-adviser can segregate liquid assets or otherwise cover the transactions that may give rise to such risk. The use of leverage may cause a Portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. Leverage, including borrowing, may cause a Portfolio to be more volatile than if the Portfolio had not been leveraged. This is because leveraging tends to exaggerate the effect of any increase or decrease in the value of a Portfolio’s securities.

Liquidity risk. Liquidity risk exists when particular investments are difficult to purchase or sell. A Portfolio’s investments in illiquid securities may reduce the returns of the Portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. Portfolios with principal investment strategies that involve foreign securities, derivatives or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk.

Management risk. Actively managed investment portfolios are subject to management risk. Each sub-adviser will apply investment techniques and risk analyses in making investment decisions for the Portfolios, but there can be no guarantee that these will produce the desired results.

Market risk. Common stocks are subject to market risk stemming from factors independent of any particular security. Investment markets fluctuate. All markets go through cycles and market risk involves being on the wrong side of a cycle. Factors affecting market risk include political events, broad economic and social changes, and the mood of the investing public. You can see market risk in action during large drops in the stock market. If investor sentiment turns gloomy, the price of all stocks may decline. It may not matter that a particular company has great profits and its stock is selling at a relatively low price. If the overall market is dropping, the values of all stocks are likely to drop. Generally, the stock prices of large companies are more stable than the stock prices of smaller companies, but this is not always the case. Smaller companies often offer a smaller range of products and services than large companies. They may also have limited financial resources and may lack management depth. As a result, stocks issued by smaller companies may fluctuate in value more than the stocks of larger, more established companies.

Mortgage risk. A Portfolio that purchases mortgage related securities is subject to certain additional risks. Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds mortgage-related securities may exhibit additional volatility. This is known as extension risk. In addition, mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected. This can reduce the returns of a Portfolio because the Portfolio will have to reinvest that money at the lower prevailing interest rates.

Portfolio turnover risk. A Portfolio’s investments may be bought and sold relatively frequently. A high turnover rate may result in higher brokerage commissions and taxable capital gain distributions to a Portfolio’s shareholders.

* * *

For more information about the risks associated with the Portfolios, see “How the Portfolios Invest — Investment Risks.”

* * *

EVALUATING PERFORMANCE

Equity Portfolio

A number of factors — including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing in the Portfolio by showing how returns can change from year to year and by showing how the Portfolio’s average annual returns compare with a stock index and a group of similar mutual funds. Past performance does not mean that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


										SINCE
										CLASS II
										INCEPTION
	1 YEAR			5 YEARS			10 YEARS			(5/3/99)

Class I shares		-11.18	%		7.06	%		12.09	%		—
Class II shares		-11.57	%		—			—			-3.75	%
S&P 500**		-11.88	%		10.70	%		12.93	%		-4.31	%
Russell 1000^® Index***		-20.42	%		8.27	%		10.79	%		—
Lipper Average****		-13.03	%		7.94	%		11.14	%		—

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Source: Lipper, Inc.

***		The Russell 1000^® Index consists of the 1000 largest securities in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest companies, as determined by market capitalization. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Large Cap Core Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. Source: Lipper, Inc.

Global Portfolio

A number of factors —including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing in the Portfolio by showing how returns can change from year to year and by showing how the Portfolio’s average annual returns compare with a market index and a group of similar mutual funds. Past performance does not mean that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


	1 YEAR			5 YEARS			10 YEARS

Class I shares		-17.64	%		6.11	%		9.39	%
MSCI World Index**		-16.82	%		5.37	%		8.06	%
Lipper Average***		-15.28	%		6.38	%		9.57	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Morgan Stanley Capital International World Index (MSCI World Index) is a weighted index comprised of approximately 1, 500 companies listed on the stock exchanges of the U.S.A., Europe, Canada, Australia, New Zealand and the Far East. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Source: Lipper, Inc.

***		The Lipper Variable Insurance Products (VIP) Global Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. Source: Lipper, Inc.

Jennison Portfolio (formerly, Prudential Jennison Portfolio)

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


							SINCE CLASS I			SINCE CLASS II
							INCEPTION			INCEPTION
	1 YEAR			5 YEARS			(4/25/95)			(2/10/00)

Class I shares		-18.25	%		11.70	%		14.66	%		—
Class II shares		-18.60	%		—			—			-21.45	%
S&P 500**		-11.88	%		10.70	%		14.66	%		-8.50	%
Russell 1000^® Growth Index***		-20.42	%		8.27	%		12.90	%		—
Lipper Average****		-21.88	%		8.75	%		12.70	%		—

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. Companies — gives a broad look at how stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell 1000^® Growth Index consists of those securities included in the Russell 1000 Index that have a greater-than-average growth orientation. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Large Cap Growth Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

Money Market Portfolio

A number of factors — including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing in the Portfolio by showing how returns can change from year to year and by showing how the Portfolio’s average annual returns compare with a group of similar mutual funds. Past performance does not assure that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


	1 YEAR			5 YEARS			10 YEARS

Class I shares		4.22	%		5.24	%		4.80	%
Lipper Average**		3.73	%		4.96	%		4.54	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Lipper Variable Insurance Products (VIP) Money Market Average is calculated by Lipper Analytical Services, Inc., and reflects the investment return of certain portfolios underlying variable life and annuity products. These returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. Source: Lipper, Inc.

7-Day Yield* (as of 12/31/01)


Money Market Portfolio	1.89	%
Average Money Market Fund**	1.45	%

*		The Portfolio’s yield is after deduction of expenses and does not include Contract charges.

**		Source: iMoneyNet, Inc. As of 12/31/01, based on the iMoneyNet First and Second Tier General Purpose Retail Universe.

Stock Index Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


	1 YEAR			5 YEARS			10 YEARS

Class I shares		-12.05	%		10.47	%		12.61	%
S&P 500**		-11.88	%		10.70	%		12.93	%
Lipper Average***		-12.22	%		10.37	%		12.53	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. Source: Lipper, Inc.

***		The Lipper Variable Insurance Products (VIP) S&P 500 Index Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. Source: Lipper, Inc.

Value Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


	1 YEAR			5 YEARS			10 YEARS

Class I Shares		-2.08	%		11.18	%		13.14	%
S&P 500**		-11.88	%		10.70	%		12.93	%
Russell^® 1000 Value Index***		-5.59	%		11.13	%		14.13	%
Lipper Large Cap Value Funds Average****		-.98	%		8.68	%		12.38	%
Lipper Multi Cap Value Funds Average****		-0.22	%		9.81	%		11.17	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges. Returns shown are for Class I shares only. Returns are not shown for Class II shares, because Class II shares have not yet been in existence for a full calendar year (Class II inception date: 5/14/01). Returns for Class II shares would have been lower than for Class I due to higher expenses.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. Source: Lipper, Inc.

***		The Russell^® 1000 value index consists of those securities included in the Russell 1000 Index that have a less-than-average growth orientation. These returns do not include the effect of investment of management expenses. These returns would have been lower if they included the effect of these expenses. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Large Cap Value Funds Average and Multi Cap Value Funds Average are calculated by Lipper Analytical Services, Inc. and reflect the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. Although Lipper classifies the Portfolio within the Multi Cap Value Funds Average, the returns for the Large Cap Value Funds Average is also shown, because the management of the portfolios included in the Large Cap Value Funds Average are more consistent with the management of the Portfolio.

SP Aggressive Growth Asset Allocation Portfolio

A number of factors — including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing in the Portfolio by showing how the Portfolio’s average annual returns compare with a stock index and a group of similar mutual funds. Past performance does not mean that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-17.92	%		-18.84	%
S&P 500**		-11.88	%		-15.32	%
Aggressive Growth AA Custom Blended Index***		-12.46	%		-16.17	%
Lipper Average****		-12.94	%		-15.14	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Aggressive Growth AA Custom Blended Index consists of the Russell^® 1000 Value Index (20%), the Russell 1000 Growth Index (20%), the Russell 2500 Value Index (12.5%), the Russell Mid-Cap Growth Index (12.5%), and the MSCI EAFE Index (35%). These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source:

****		The Lipper Variable Insurance Products (VIP) Multi-Cap Core Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP AIM Aggressive Growth Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-24.53	%		-28.74	%
Russell 2500^® Index**		1.22	%		-2.00	%
Russell 2500™ Growth Index***		-10.75	%		-23.14	%
Lipper Average****		-23.31	%		-32.40	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Russell 2500^® Index measures the performance of the 500 smallest companies in the Russell 1000 Index and all 2000 companies included in the Russell 2000 Index. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell 2500™ Growth Index measures the performance of the 2,500 smallest companies in the Russell 3000 Index, which represents approximately 16% of the total market capitalization of the Russell 3000 Index. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Mid-Cap Growth Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP AIM Core Equity Portfolio (formerly, SP AIM Growth and Income Portfolio)

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I Shares		-22.68	%		-28.53	%
S&P 500**		-11.88	%		-15.32	%
Russell 1000^® Index***		-12.45	%		-16.74	%
Lipper Large Cap Growth Funds Average****		-21.88	%		-28.52	%
Lipper Large Cap Core Funds Average****		-13.03	%		-15.58	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell 1000^® Index consists of the 1000 largest companies included in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest companies, as determined by market capitalization. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Large Cap Growth Funds Average and Large Cap Core Funds Average are calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Although Lipper classifies the Portfolio within the Large Cap Growth Funds Average, the returns for the Large Cap Core Funds Average is also shown, because the management of the portfolios included in the Large Cap Core Funds Average is more consistent with the management of the Portfolio.

SP Alliance Large Cap Growth Portfolio

A number of factors — including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing by showing how the Portfolio’s average annual returns compare with a stock index and a group of similar mutual funds. Past performance does not mean that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-14.47	%		-21.71	%
Russell 1000^® Index**		-12.45	%		-16.74	%
Russell 1000^® Growth Index***		-20.42	%		-31.26	%
Lipper Large Cap Growth Funds Average****		-21.88	%		-28.52	%
Lipper Multi-Cap Core Funds Average****		-12.94	%		-15.14	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Russell 1000^® Index consists of the 1000 largest companies in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest companies, as determined by market capitalization. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell 1000^® Growth Index consists of those securities included in the Russell 1000 Index that have a greater-than-average growth orientation. These returns do not include the effect of investment management expenses. The returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return.

****		The Lipper Variable Insurance Products (VIP) Large Cap Growth Funds Average and Multi-Cap Core Funds Average are calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Although Lipper classifies the Portfolio within the Multi-Cap Core Funds Average, the returns for the Large Cap Growth Funds Average is also shown, because the management of the portfolios included in the Large Cap Growth Funds average is more consistent with the management of the Portfolio.

SP Alliance Technology Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-25.07	%		-35.49	%
S&P 500**		-11.88	%		-15.32	%
S&P Supercomposite 1500		-21.05	%		-39.58	%
Technology Index***		-22.16	%		-39.58	%
Lipper Average****		-21.29	%		-27.50	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Standard & Poor’s Supercomposite 1500 Technology Index is a capitalization-weighted index designed to measure the performance of the technology component of the S&P 500 Index. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Specialty/Miscellaneous Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP Balanced Asset Allocation Portfolio

A number of factors — including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing in the Portfolio by showing how the Portfolio’s average annual returns compare with market indexes and a group of similar mutual funds. Past performance does not mean that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-5.99	%		-5.79	%
S&P 500**		-11.88	%		-15.32	%
Balanced AA Custom Blended Index***		-2.97	%		-5.95	%
Lipper Average****		-2.87	%		-2.87	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Balanced AA Custom Blended Index consists of the Russell 1000^® Value Index (17.5%), the Russell 1000 Growth Index (17.5%), the Russell 2500 Value Index (7.5%), the Russell Mid-Cap Growth Index (7.5%), the Lehman Brothers Aggregate Bond Index (25%), the Lehman Brothers Intermediate BB Index (15%) and the MSCI EAFE Index (10%). These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Prudential Investments LLC.

****		The Lipper Variable Insurance Products (VIP) Balanced Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP Conservative Asset Allocation Portfolio

A number of factors — including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing in the Portfolio by showing how the Portfolio’s average annual returns compare with market indexes and a group of similar mutual funds. Past performance does not mean that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-0.23	%		0.47	%
S&P 500**		-11.88	%		-15.32	%
Conservative AA Custom Blended Index***		1.68	%		0.63	%
Lipper Average****		-0.28	%		0.70	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Conservative AA Custom Blended Index consists of the Russell 1000^® Value Index (15%), the Russell 1000 Growth Index (15%), the Russell 2500 Value Index (5%), the Lehman Brothers Aggregate Bond Index (40%), the Lehman Brothers Intermediate BB Index (20%) and the Russell Mid-Cap Growth Index (5%). These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Prudential Investments LLC.

****		The Lipper Variable Insurance Products (VIP) Income Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP Davis Value Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-10.46	%		-7.08	%
Russell 1000^® Value Index**		-5.59	%		-1.76	%
Lipper Average***		-5.98	%		-1.00	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Russell 1000^® Value Index consists of those companies in the Russell 1000 Index that have a less-than-average growth orientation. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Lipper Variable Insurance Products (VIP) Large-Cap Value Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP Deutsche International Equity Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-22.07	%		-21.12	%
MSCI EAFE Index**		-21.44	%		-19.33	%
Lipper Average***		-21.48	%		-20.77	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Morgan Stanley Capital International (MSCI) Europe, Australia, Far East (EAFE) Index is a weighted, unmanaged index of performance that reflects stock price movements in Europe, Australasia, and the Far East. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Lipper Variable Insurance Products (VIP) International Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP Growth Asset Allocation Portfolio

A number of factors — including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing in the Portfolio by showing how the Portfolio’s average annual returns compare with market indexes and a group of similar mutual funds. Past performance does not mean that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-11.77	%		-12.60	%
S&P 500**		-11.88	%		-15.32	%
Growth AA Custom Blended Index***		-8.47	%		-11.50	%
Lipper Average****		-12.94	%		-15.14	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Growth AA Custom Blended Index consists of the Russell 1000^® Value Index (22.5%), the Russell 1000 Growth Index (22.5%), the Russell 2500 Value Index (7.5%), the Russell Mid-Cap Growth Index (7.5%), the Lehman Brothers Aggregate Bond Index (10%), the Lehman Brothers Intermediate BB Index (10%) and the MSCI EAFE Index (20%). These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Prudential Investments LLC.

****		The Lipper Variable Insurance Products (VIP) Multi-Cap Core Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP INVESCO Small Company Growth Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-17.18	%		-24.90	%
Russell 2000^® Index**		2.49	%		-3.69	%
Russell 2000^® Growth Index***		-9.23	%		-22.74	%
Lipper Average****		-12.40	%		-21.64	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell 2000^® Growth Index consists of those companies in the Russell 2000 Index that have a greater-than-average growth orientation. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Small-Cap Growth Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP Jennison International Growth Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE			SINCE
				CLASS I			CLASS II
				INCEPTION			INCEPTION
	1 YEAR			(9/22/00)			(10/4/00)

Class I shares		-35.64	%		-37.67	%		—
Class II shares		-35.92	%		—			-37.67	%
MSCI EAFE Index**		-21.44	%		-19.33	%		-19.33	%
Lipper Average***		-21.48	%		-20.77	%		-20.77	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Morgan Stanley Capital International (MSCI) Europe, Australia, Far East (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 investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, inc.

***		The Lipper Variable Insurance Products (VIP) International Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP Large Cap Value Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-8.65	%		3.34	%
Russell 1000^® Index**		-12.45	%		-16.74	%
Russell 1000^® Value Index***		-5.59	%		-1.76	%
Lipper Average****		-5.98	%		-4.97	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Russell 1000^® Index measures the performance of the 1000 largest companies in the Russell 3000 Index. The Russell 3000 index consists of the 3000 largest U.S. companies, as determined by total market capitalization. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell 1000^® Value Index measures the performance of those Russell 1000^® companies that have a less-than-average growth orientation. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Large Cap Value Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP MFS Capital Opportunities Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I Shares		-23.28	%		-24.15	%
S&P 500**		-11.88	%		-15.32	%
Russell 1000^® Index***		-12.45	%		-16.74	%
Lipper Multi-Cap Core Funds Average****		-12.94	%		-15.14	%
Lipper Large Cap Core Funds Average****		-13.03	%		-15.58	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell 1000^® Index consists of the 1000 largest companies included in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest companies, as determined by market capitalization. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Multi-Cap Core Funds Average and Large Cap Core Funds Average are calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Although Lipper classifies the Portfolio within the Multi-Cap Core Funds Average, the returns for the Large Cap Core Funds Average is also shown, because the management of the portfolios included in the Large Cap Core Funds Average is more consistent with the management of the Portfolio.

SP MFS Mid-Cap Growth Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-20.93	%		-18.29	%
Russell MidCap^® Index**		-5.62	%		-7.27	%
Russell MidCap Growth^® Index***		-20.15	%		-32.41	%
Lipper Average****		-23.31	%		-31.98	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Russell MidCap^® Index consists of the 800 smallest securities in the Russell 1000 Index, as ranked by total market capitalization. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell MidCap Growth^® Growth Index consists of those securities included in the Russell MidCap Index that have a greater-than-average growth orientation. These returns do not include the effect of investment management expenses. The returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return.

****		The Lipper Variable Insurance Products (VIP) Mid Cap Growth Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return.

SP PIMCO High Yield Portfolio

A number of factors — including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing in the Portfolio by showing how the Portfolio’s average annual returns compare with a market index and a group of similar mutual funds. Past performance does not mean that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		3.97	%		4.66	%
Lehman Brothers Intermediate BB Corporate Index**		10.17	%		7.99	%
Lipper Average***		1.13	%		-3.78	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Lehman Brothers Intermediate BB Corporate Index is an unmanaged index comprised of various fixed-income securities rated BB. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Lipper Variable Insurance Products (VIP) High Current Yield Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP PIMCO Total Return Portfolio

A number of factors — including risk — can affect how the Portfolio performs. The bar chart and table below demonstrate the risk of investing in the Portfolio by showing how the Portfolio’s average annual returns compare with a market index and a group of similar mutual funds. Past performance does not mean that the Portfolio will achieve similar results in the future.

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		8.66	%		11.03	%
Lehman Brothers Aggregate Bond Index**		8.44	%		10.28	%
Lipper Average***		5.76	%		5.98	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Lehman Brothers Aggregate Bond Index is an unmanaged index comprised of more than 5,000 government and corporate bonds. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Lipper Variable Insurance Products (VIP) General Bond Funds Average is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP Prudential U.S. Emerging Growth Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				CLASS I
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-17.78	%		-25.26	%
S&P MidCap 400 Index**		-0.62	%		-3.57	%
Russell Midcap Growth^® Index***		-20.15	%		-32.41	%
Lipper Multi-Cap Growth Funds Average****		-26.81	%		-35.76	%
Lipper Mid Cap Growth Funds Average****		-23.31	%		-31.98	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges. Returns shown are for Class I shares only. Returns are not shown for Class II shares, because Class II shares have not yet been in existence for a full calendar year (Class II inception date: 7/9/01). Returns for Class II shares would have been lower than for Class I due to higher expenses.

**		The Standard & Poor’s MidCap 400 Composite Stock Price Index (S&P MidCap 400) — an unmanaged index of 400 domestic stocks chosen for market size, liquidity and industry group representation — gives a broad look at how mid-cap stock prices have performed. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell Midcap Growth^® Index consists of those securities in the Russell Midcap Index that have a greater-than-average growth orientation. The Russell Midcap Index consists of the 800 smallest securities in the Russell 1000 Index, as ranked by total market capitalization. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Multi-Cap Growth Funds Average and Mid Cap Growth Funds Average are calculated by Lipper Analytical Services, Inc. and reflect the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Although Lipper classifies the Portfolio within the Multi-Cap Growth Funds Average, the returns for the Mid Cap Growth Fund Average is also shown, because the management of the portfolios included in the Mid Cap Growth Funds Average is more consistent with the management of the Portfolio.

SP Small/Mid-Cap Value Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		3.11	%		11.42	%
Russell 2500^® Index**		1.22	%		-2.00	%
Russell 2500™ Value Index***		9.73	%		15.05	%
Lipper Average****		7.33	%		11.96	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges.

**		The Russell 2500 Index consists of the smallest 500 securities in the Russell 1000 Index and all 2000 securities in the Russell 2000 Index. The Russell 1000 Index consists of the 1000 largest securities in the Russell 3000 Index, and the Russell 2000 Index consists of the smallest 2000 securities in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest U.S. companies, as determined by total market capitalization. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell 2500™ Value Index measures the performance of Russell 2500™ companies with higher price-to-book ratios. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Mid-Cap Value Funds is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

SP Strategic Partners Focused Growth Portfolio

These annual returns do not include Contract charges. If Contract charges were included, the annual returns would have been lower than those shown. See the accompanying Contract prospectus.

Average Annual Returns* (as of 12/31/01)


				SINCE
				CLASS I
				INCEPTION
	1 YEAR			(9/22/00)

Class I shares		-15.32	%		-26.64	%
S&P 500**		-11.88	%		-15.32	%
Russell 1000^® Growth Index***		-20.42	%		-31.26	%
Lipper Average****		-22.94	%		-28.52	%

*		The Portfolio’s returns are after deduction of expenses and do not include Contract charges. Returns shown are for Class I shares only. Returns are not shown for Class II shares, because Class II shares have not yet been in existence for a full calendar year (Class II inception date:1/12/01). Returns for Class II shares would have been lower than for Class I due to higher expenses.

**		The Standard & Poor’s 500 Composite Stock Price Index (S&P 500) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

***		The Russell 1000^® Growth Index consists of those Russell 1000 securities that have a greater-than-average growth orientation. The Russell 1000 Index consists of the 1000 largest securities in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest U.S. securities, as determined by total market capitalization. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

****		The Lipper Variable Insurance Products (VIP) Large Cap Growth Funds is calculated by Lipper Analytical Services, Inc. and reflects the investment return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees and fund expenses but not product charges. These returns would have been lower if they included the effect of these charges. The “Since Inception” return reflects the closest calendar month-end return. Source: Lipper, Inc.

HOW THE PORTFOLIOS INVEST

Investment Objectives and Policies

We describe each Portfolio’s investment objective and policies below. We describe certain investment instruments that appear in bold lettering below in the section entitled Other Investments and Strategies. Although we make every effort to achieve each Portfolio’s objective, we can’t guarantee success and it is possible that you could lose money. Unless otherwise stated, each Portfolio’s investment objective is a fundamental policy that cannot be changed without shareholder approval. The Board of Directors can change investment policies that are not fundamental.

An investment in a Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Equity Portfolio

The investment objective of this Portfolio is capital appreciation. This means we seek investments that we believe will provide investment returns above broadly based market indexes. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Blend Approach

In deciding which stocks to buy, our portfolio managers use a blend of investment styles. That is, we invest in stocks that may be undervalued given the company’s earnings, assets, cash flow and dividends and also invest in companies experiencing some or all of the following: a price/earnings ratio lower than earnings per share growth, strong market position, improving profitability and distinctive attributes such as unique marketing ability, strong research and development, new product flow, and financial strength.

To achieve our investment objective, we normally invest at least 80% of the Portfolio’s investable assets in common stocks of major established corporations as well as smaller companies.

20% of the Portfolio’s investable assets may be invested in short, intermediate or long-term debt obligations, convertible and nonconvertible preferred stock and other equity-related securities. Up to 5% of these investable assets may be rated below investment grade. These securities are considered speculative and are sometimes referred to as “junk bonds.”

Up to 30% of the Portfolio’s total assets may be invested in foreign securities, including money market instruments, equity securities and debt obligations. For these purposes, we do not consider American Depositary Receipts (ADRs) as foreign securities.

Under normal circumstances, the Portfolio may invest a portion of its assets in money market instruments. In addition, we may temporarily invest up to 100% of the Portfolio’s assets in money market instruments in response to adverse market conditions or when we are restructuring the portfolio. Investing heavily in these securities limits our ability to achieve our investment objective, but can help to preserve the Portfolio’s assets when the markets are unstable.

We may also use alternative investment strategies — including derivatives — to try to improve the Portfolio’s returns, protect its assets or for short-term cash management.

We may: purchase and sell options on equity securities, stock indexes and foreign currencies; purchase and sell stock index and foreign currency futures contracts and options on these futures contracts; enter into forward foreign currency exchange contracts; and purchase securities on a when-issued or delayed delivery basis.

The Portfolio may also enter into short sales against-the-box.

The Portfolio may also enter into repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under an order obtained from the SEC. The Portfolio may invest in equity and/or debt securities of Real Estate Investment Trusts (REITs).

Jennison Associates LLC is responsible for managing approximately 50% of the Portfolio’s assets. GE Asset Management Inc. and Salomon Brothers Asset Management Inc. are each responsible for managing approximately 25% of the Portfolio’s assets.

Global Portfolio

The investment objective of this Portfolio is long-term growth of capital. To achieve this objective, we invest primarily in equity and equity-related securities of foreign and U.S. companies. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Global Investing

This Portfolio is intended to provide investors with the opportunity to invest in companies located throughout the world. Although we are not required to invest in a minimum number of countries, we intend generally to invest in at least three countries, including the U.S. However, in response to market conditions, we can invest up to 35% of the Portfolio’s total assets in any one country other than the U.S. (The 35% limitation does not apply to U.S. investments).

When selecting stocks, we use a growth approach which means we look for companies that have above-average growth prospects. In making our stock picks, we look for companies that have had growth in earnings and sales, high returns on equity and assets or other strong financial characteristics. Often, the companies we choose have superior management, a unique market niche or a strong new product.

The Portfolio may invest up to 100% of its assets in money market instruments in response to adverse market conditions or when we are restructuring the Portfolio. Investing heavily in these securities limits our ability to achieve our investment objective, but can help to preserve the Portfolio’s assets when the markets are unstable.

We may also use alternative investment strategies — including derivatives — to try to improve the Portfolio’s returns, protect its assets or for short-term cash management.

We may: purchase and sell options on equity securities, stock indexes and foreign currencies; purchase and sell futures contracts on stock indexes, debt securities, interest rate indexes and foreign currencies and options on these futures contracts; enter into forward foreign currency exchange contracts; and purchase securities on a when-issued or delayed delivery basis.

The Portfolio may invest in equity swaps. The Portfolio may also lend its portfolio securities to brokers, dealers and other financial institutions to earn income.

The Portfolio may also enter into short sales against-the-box.

The Portfolio may also enter into repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under an order obtained from the SEC. The portfolio may invest in equity and/or debt securities issued by Real Estate Investment Trusts (REITs).

Jennison Portfolio (formerly, Prudential Jennison Portfolio)

The investment objective of this Portfolio is to achieve long-term growth of capital. This means we seek investments whose price will increase over several years. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Investment Strategy

We seek to invest in equity securities of established companies with above-average growth prospects. We select stocks on a company-by-company basis using fundamental analysis. In making our stock picks, we look for companies that have had growth in earnings and sales, high returns on equity and assets or other strong financial characteristics. Often, the companies we choose have superior management, a unique market niche or a strong new product.

In pursuing our objective, we normally invest 65% of the Portfolio’s total assets in common stocks and preferred stocks of companies with capitalization in excess of $1 billion.

For the balance of the Portfolio, we may invest in common stocks, preferred stocks and other equity-related securities of companies that are undergoing changes in management, product and/or marketing dynamics which we believe have not yet been reflected in reported earnings or recognized by investors.

In addition, we may invest in debt securities and mortgage-related securities. These securities may be rated as low as Baa by Moody’s or BBB by S&P (or if unrated, of comparable quality in our judgment).

The Portfolio may also invest in obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities. Up to 30% of the Portfolio’s assets may be invested in foreign equity and equity-related securities. For these purposes, we do not consider American Depositary Receipts (ADRs) as foreign securities.

In response to adverse market conditions or when restructuring the Portfolio, we may invest up to 100% of the Portfolio’s assets in money market instruments. Investing heavily in these securities limits our ability to achieve our investment objective, but can help to preserve the Portfolio’s assets when the markets are unstable.

We may also use alternative investment strategies — including derivatives — to try to improve the Portfolio’s returns, protect its assets or for short-term cash management.

We may: purchase and sell options on equity securities, stock indexes and foreign currencies; purchase and sell stock index and foreign currency futures contracts and options on those futures contracts; enter into forward foreign currency exchange contracts; and purchase securities on a when-issued or delayed delivery basis.

The Portfolio may also lend its portfolio securities to brokers, dealers and other financial institutions to earn income.

The Portfolio may also enter into short sales against-the-box.

Money Market Portfolio

The investment objective of this Portfolio is to seek the maximum current income that is consistent with stability of capital and maintenance of liquidity. This means we seek investments that we think will provide a high level of current income. While we make every effort to achieve our objective, we can’t guarantee success.

Steady Net Asset Value

The net asset value for the Portfolio will ordinarily remain issued at $10 per share because dividends are declared and reinvested daily. The price of each share remains the same, but when dividends are declared the value of your investment grows.

We invest in a diversified portfolio of short-term debt obligations of the U.S. government, its agencies and instrumentalities, as well as commercial paper, asset backed securities, funding agreements, certificates of deposit, floating and variable rate demand notes, notes and other obligations issued by banks, corporations and other companies (including trust structures), and obligations issued by foreign banks, companies or foreign governments.

We make investments that meet the requirements of specific rules for money market mutual funds, such as Investment Company Act Rule 2a-7. As such, we will not acquire any security with a remaining maturity exceeding thirteen months, and we will maintain a dollar-weighted average portfolio maturity of 90 days or less. In addition, we will comply with the diversification, quality and other requirements of Rule 2a-7. This means, generally, that the instruments that we purchase present “minimal credit risk” and are of “eligible quality.” “Eligible quality” for this purpose means a security is: (i) rated in one of the two highest short-term rating categories by at least two major rating services (or if only one major rating service has rated the security, as rated by that service); or (ii) if unrated, of comparable quality in our judgment. All securities that we purchase will be denominated in U.S. dollars.

Commercial paper is short-term debt obligations of banks, corporations and other borrowers. The obligations are usually issued by financially strong businesses and often include a line of credit to protect purchasers of the obligations. An asset-backed security is a loan or note that pays interest based upon the cash flow of a pool of assets, such as mortgages, loans and credit card receivables. Funding agreements are contracts issued by insurance companies that guarantee a return of principal, plus some amount of interest. When purchased by money market funds, funding agreements will typically be short-term and will provide an adjustable rate of interest.

Certificates of deposit, time deposits and bankers’ acceptances are obligations issued by or through a bank. These instruments depend upon the strength of the bank involved in the borrowing to give investors comfort that the borrowing will be repaid when promised.

We may purchase debt securities that include demand features, which allow us to demand repayment of a debt obligation before the obligation is due or “matures.” This means that longer term securities can be purchased because of our expectation that we can demand repayment of the obligation at a set price within a relatively short period of time, in compliance with the rules applicable to money market mutual funds.

The Portfolio may also purchase floating rate and variable rate securities. These securities pay interest at rates that change periodically to reflect changes in market interest rates. Because these securities adjust the interest they pay, they may be beneficial when interest rates are rising because of the additional return the Portfolio will receive, and they may be detrimental when interest rates are falling because of the reduction in interest payments to the Portfolio.

The securities that we may purchase may change over time as new types of money market instruments are developed. We will purchase these new instruments, however, only if their characteristics and features follow the rules governing money market mutual funds.

We may also use alternative investment strategies to try to improve the Portfolio’s returns, protect its assets or for short-term cash management. There is no guarantee that these strategies will work, that the instruments necessary to implement these strategies will be available or that the Portfolio will not lose money.

We may purchase securities on a when-issued or delayed delivery basis.

The Portfolio may use up to 10% of its net assets in connection with reverse repurchase agreements.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Portfolio seeks to preserve the value of an investment at $10 per share, it is possible to lose money by investing in the Portfolio.

Stock Index Portfolio

The investment objective of this Portfolio is to achieve investment results that generally correspond to the performance of publicly-traded common stocks. To achieve this goal, we attempt to duplicate the performance of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500 Index). While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

S&P 500 Index

We attempt to duplicate the performance of the S&P 500 Index, a market-weighted index which represents more than 70% of the market value of all publicly-traded common stocks.

Under normal conditions, we attempt to invest in all 500 stocks represented in the S&P 500 Index in proportion to their weighting in the S&P 500 Index. We will normally invest at least 80% of the Portfolio’s investable assets in S&P 500 Index stocks, but we will attempt to remain as fully invested in the S&P 500 Index stocks as possible in light of cash flow into and out of the Portfolio.

To manage investments and redemptions in the Portfolio, we may temporarily hold cash or invest in high-quality money market instruments. To the extent we do so, the Portfolio’s performance will differ from that of the S&P 500 Index. We attempt to minimize differences in the performance of the Portfolio and the S&P 500 Index by using stock index futures contracts, options on stock indexes and options on stock index futures contracts. The Portfolio will not use these derivative securities for speculative purposes or to hedge against a decline in the value of the Portfolio’s holdings.

We may also use alternative investment strategies to try to improve the Portfolio’s returns or for short-term cash management. The Portfolio may lend its portfolio securities to brokers, dealers and other financial institutions to earn income. There is no guarantee that these strategies will work, that the instruments necessary to implement these strategies will be available or that the Portfolio will not lose money.

We may: purchase and sell options on stock indexes; purchase and sell stock futures contracts and options on those futures contracts; and purchase and sell exchange-traded fund shares.

The Portfolio may also enter into short sales and short sales against-the-box. No more than 5% of the Portfolio’s total assets may be used as collateral or segregated for purposes of securing a short sale obligation.

A stock’s inclusion in the S&P 500 Index in no way implies S&P’s opinion as to the stock’s attractiveness as an investment. The portfolio is not sponsored, endorsed, sold or promoted by S&P. S&P makes no representations regarding the advisability of investing in the portfolio. “Standard & Poor’s,” “Standard & Poor’s 500” and “500” are trademarks of McGraw Hill.

Value Portfolio

The investment objective of this Portfolio is to seek capital appreciation. This means we focus on stocks that are undervalued — those stocks that are trading below their underlying asset value, cash generating ability, and overall earnings and earnings growth. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Contrarian Approach

To achieve our value investment strategy, we generally take a strong contrarian approach to investing. In other words, we usually buy stocks that are out of favor and that many other investors are selling, and we attempt to invest in companies and industries before other investors recognize their true value. Using these guidelines, we focus on long-term performance, not short-term gain.

We will normally invest at least 65% of the Portfolio’s total assets in equity and equity-related securities. Most of our investments will be securities of large capitalization companies. When deciding which stocks to buy, we look at a company’s earnings, balance sheet and cash flow and then at how these factors impact the stock’s price and return. We also buy equity-related securities — like bonds, corporate notes and preferred stock — that can be converted into a company’s common stock or other equity security.

Up to 35% of the Portfolio’s total assets may be invested in other debt obligations including non-convertible preferred stock. When acquiring these types of securities, we usually invest in obligations rated A or better by Moody’s or S&P.

We may also invest in obligations rated as low as CC by Moody’s or Ca by S&P. These securities are considered speculative and are sometimes referred to as “junk bonds.” We may also invest in instruments that are not rated, but which we believe are of comparable quality to the instruments described above.

Under normal circumstances, the Portfolio may invest up to 35% of its total assets in high-quality money market instruments. In response to adverse market conditions or when we are restructuring the Portfolio, we may temporarily invest up to 100% of the Portfolio’s assets in money market instruments. Investing heavily in these securities limits our ability to achieve our investment objective, but can help to preserve the Portfolio’s assets when the markets are unstable.

We may also use alternative investment strategies — including derivatives — to try to improve the Portfolio’s returns, protect its assets or for short-term cash management. The Portfolio may lend its portfolio securities to brokers, dealers and other financial institutions to earn income.

The Portfolio may also enter into short sales against-the-box.

Jennison Associates LLC is responsible for managing approximately 50% of the Portfolio’s assets. Victory Capital Management Inc. (formerly, Key Asset Management Inc.) and Deutsche Asset Management, Inc. (DAMI) are each responsible for managing approximately 25% of the Portfolio’s assets.

SP AIM Aggressive Growth Portfolio

The Portfolio’s investment objective is to achieve long-term growth of capital. This investment objective is non-fundamental, meaning that we can change the objective without seeking a vote of contractholders. The Portfolio seeks to meet this objective by investing principally in securities of companies whose earnings the portfolio managers expect to grow more than 15% per year. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Aggressive Growth Stock Investing

The Portfolio invests primarily in the common stock of small and medium-sized companies that are anticipated to have excellent prospects for long-term growth of earnings.

The Portfolio will invest in small-and medium-sized growth companies. The portfolio managers focus on companies they believe are likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. The portfolio managers consider whether to sell a particular security when any of those factors materially changes.

The Portfolio may invest up to 25% of its total assets in foreign securities. In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Portfolio may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. The Portfolio may borrow for emergency or temporary purposes. As a result, the Portfolio may not achieve its investment objective.

The Portfolio may purchase and sell stock index futures contracts and related options on stock index futures, and may purchase and sell futures contracts on foreign currencies and related options on foreign currency futures contracts. The Portfolio may invest up to 25% of its total assets in Real Estate Investment Trusts (REITs), and the Portfolio may invest in the securities of other investment companies to the extent otherwise permissible under the Investment Company Act of 1940, and the rules, regulations and orders promulgated thereunder. The Portfolio also may invest in preferred stock, convertible debt, convertible preferred stock, forward foreign currency exchange contracts, restricted securities, repurchase agreements, reverse repurchase agreements and dollar rolls, warrants, when-issued and delayed delivery securities, options on stock and debt securities, options on stock indexes, options on foreign currencies, and may loan portfolio securities. The Portfolio may also invest in equity-linked derivative products designed to replicate the composition and performance of particular indices. Examples of such products include S&P Depository Receipts, World Equity Benchmark Series, NASDAQ 100 tracking shares, Dow Jones Industrial Average Instruments and Optimised Portfolios as Listed Securities. Investments in equity-linked derivatives involve the same risks associated with a direct investment in the types of securities included in the indices such products are designed to track. There can be no assurance that the trading price of the equity-linked derivatives will equal the underlying value of the basket of securities purchased to replicate a particular index or that such basket will replicate the index. Investments in equity-linked derivatives may constitute investment in other investment companies. The Portfolio may invest in U.S. Government securities and may make short sales against-the-box (no more than 10% of the Portfolio’s total assets may be deposited or pledged as collateral for short sales at any one time).

The Portfolio is managed by A I M Capital Management, Inc.

SP AIM Core Equity Portfolio (formerly, SP AIM Growth and Income Portfolio)

The Portfolio’s investment objective is growth of capital with a secondary objective of current income. This investment objective is non-fundamental, meaning that we can change the objective without seeking a vote of contractholders. The Portfolio seeks to meet its objective by investing, normally, at least 80% of investible assets in equity securities, including convertible securities, of established companies that have long-term above-average growth in earnings and dividends, and growth companies that the portfolio managers believe have the potential for above-average growth in earnings and dividends. In complying with this 80% requirement, the Portfolio’s investments may include synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the Portfolio’s direct investments, and may include warrants, futures, options, exchange-traded funds and ADRs. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Growth And Income Investing

This Portfolio invests in a wide variety of equity securities and debt securities in an effort to achieve both capital appreciation as well as current income.

The Portfolio may invest in corporate debt securities. Corporations issue debt securities of various types, including bonds and debentures (which are long-term), notes (which may be short- or long-term), bankers acceptances (indirectly secured borrowings to facilitate commercial transactions) and commercial paper (short-term unsecured notes).

The Portfolio may also invest in convertible securities whose values will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest and dividends, their values may fall if interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and price that is unfavorable to the Portfolio.

The values of fixed rate income securities tend to vary inversely with changes in interest rates, with longer-term securities generally being more volatile than shorter-term securities. Corporate securities frequently are subject to call provisions that entitle the issuer to repurchase such securities at a predetermined price prior to their stated maturity. In the event that a security is called during a period of declining interest rates, the Portfolio may be required to reinvest the proceeds in securities having a lower yield. In addition, in the event that a security was purchased at a premium over the call price, the Portfolio will experience a capital loss if the security is called. Adjustable rate corporate debt securities may have interest rate caps and floors.

The Portfolio may invest in securities issued or guaranteed by the United States government or its agencies or instrumentalities. These include Treasury securities (bills, notes, bonds and other debt securities) which differ only in their interest rates, maturities and times of issuance. U.S. Government agency and instrumentality securities include securities which are supported by the full faith and credit of the U.S., securities that are supported by the right of the agency to borrow from the U.S. Treasury, securities that are supported by the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality and securities that are supported only by the credit of such agencies. While the U.S. Government may provide financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities. The values of such securities fluctuate inversely to interest rates.

To the extent consistent with its investment objective and policies, the Portfolio may invest in equity and/or debt securities issued by Real Estate Investment Trusts (“REITs”). Such investments will not exceed 25% of the total assets of the Portfolio. To the extent that the Portfolio has the ability to invest in REITs, it could conceivably own real estate directly as a result of a default on the securities it owns. The Portfolio, therefore, may be subject to certain risks associated with the direct ownership of real estate including difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic condition, adverse change in the climate for real estate, environmental liability risks, increases in property taxes and operating expense, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, and increases in interest rates.

The Portfolio may hold up to 20% of its assets in foreign securities. Such investments may include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and other securities representing underlying securities of foreign issuers. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted.

The Portfolio has authority to deal in foreign exchange between currencies of the different countries in which it will invest either for the settlement of transactions or as a hedge against possible variations in the foreign exchange rates between those currencies. This may be accomplished through direct purchases or sales of foreign currency, purchases of futures contracts with respect to foreign currency (and options thereon), and contractual agreements to purchase or sell a specified currency at a specified future date (up to one year) at a price set at the time of the contract. Such contractual commitments may be forward contracts entered into directly with another party or exchange-traded futures contracts. The Portfolio may purchase and sell options on futures contracts or forward contracts which are denominated in a particular foreign currency to hedge the risk of fluctuations in the value of another currency.

For the purpose of realizing additional income, the Portfolio may make secured loans of portfolio securities amounting to not more than 33 1 /3% of its total assets.

The Portfolio may invest in reverse repurchase agreements with banks. The Portfolio may employ reverse repurchase agreements (i) for temporary emergency purposes, such as to meet unanticipated net redemptions so as to avoid liquidating other portfolio securities during unfavorable market conditions; (ii) to cover short-term cash requirements resulting from the timing of trade settlements; or (iii) to take advantage of market situations where the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction.

The Portfolio may purchase securities of unseasoned issuers. Securities in such issuers may provide opportunities for long term capital growth. Greater risks are associated with investments in securities of unseasoned issuers than in the securities of more established companies because unseasoned issuers have only a brief operating history and may have more limited markets and financial resources. As a result, securities of unseasoned issuers tend to be more volatile than securities of more established companies.

The Portfolio may invest in other investment companies to the extent permitted by the Investment Company Act, and rules and regulations thereunder, and if applicable, exemptive orders granted by the SEC.

The Portfolio may purchase and sell stock index futures contracts and related options on stock index futures, and may purchase and sell futures contracts on foreign currencies and related options on foreign currency futures contracts. The Portfolio may invest in the securities of other investment companies to the extent otherwise permissible under the Investment Company Act of 1940, and the rules, regulations and orders promulgated thereunder. The Portfolio also may invest in preferred stock, convertible debt, convertible preferred stock, forward foreign currency exchange contracts, restricted securities, repurchase agreements, reverse repurchase agreements and dollar rolls, warrants, when-issued and delayed delivery securities, options on stock and debt securities, options on stock indexes, options on foreign currencies, and may loan portfolio securities. The Portfolio may also invest in equity- linked derivative products designed to replicate the composition and performance of particular indices. Examples of such products include S&P Depositary Receipts, World Equity Benchmark Series, NASDAQ 100 tracking shares, Dow Jones Industrial Average Instruments and Optimised Portfolios as Listed Securities. Investments in equity-linked derivatives involve the same risk associated with a direct investment in the types of securities included in the indices such products are designed to track. There can be no assurance that the trading price of the equity-linked derivatives will equal the underlying value of the basket of securities purchased to replicate a particular index or that such basket will replicate the index. Investments in equity-linked derivatives may constitute investment in other investment companies. This Portfolio may invest in U.S. Government securities, and short sales “against-the-box” (no more than 10% of the Portfolio’s total assets may be deposited or pledged as collateral for short sales at any one time).

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Portfolio may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. The Portfolio may borrow for emergency or temporary purposes. As a result, the Portfolio may not achieve its investment objective.

The Portfolio is managed by A I M Capital Management, Inc.

SP Alliance Large Cap Growth Portfolio

The investment objective of this Portfolio is growth of capital by pursuing aggressive investment policies. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Large Cap Growth

The Portfolio usually invests in about 40-60 companies, with the 25 most highly regarded of these companies generally constituting approximately 80% of the Portfolio’s investable assets. Alliance seeks to gain positive returns in good markets while providing some measure of protection in poor markets.

During market declines, while adding to positions in favored stocks, the Portfolio becomes somewhat more aggressive, gradually reducing the number of companies represented in its portfolio. Conversely, in rising markets, while reducing or eliminating fully-valued positions, the Portfolio becomes somewhat more conservative, gradually increasing the number of companies represented in the portfolio. Through this approach, Alliance seeks to gain positive returns in good markets while providing some measure of protection in poor markets. The Portfolio also may invest up to 20% of its investable assets in convertible debt and convertible preferred stock and up to 15% of its total assets in equity securities of non-U.S. companies.

The Portfolio will invest in special situations from time to time. A special situation arises when, in the opinion of Alliance, the securities of a particular company will, within a reasonably estimable period of time, be accorded market recognition at an appreciated value solely by reason of a development particularly or uniquely applicable to that company, and regardless of general business conditions or movements of the market as a whole. Developments creating special situations might include, among other, liquidations, reorganizations, recapitalizations or mergers, material litigation, technological breakthroughs and new management or management policies. Although large and well-known companies may be involved, special situations often involve much greater risk than is inherent in ordinary investment securities.

Among the principal risks of investing in the Portfolio is market risk. Because the Portfolio invests in a smaller number of securities than many other equity funds, your investment has the risk that changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value.

The Portfolio seeks long-term growth of capital by investing predominantly in the equity securities of a limited number of large, carefully selected, high-quality U.S. companies that are judged likely to achieve superior earnings growth. As a matter of fundamental policy, the Portfolio normally invests at least 85% of its total assets in the equity securities of U.S. companies. The Portfolio is thus atypical from most equity mutual funds in its focus on a relatively small number of intensively researched companies. The Portfolio is designed for those seeking to accumulate capital over time with less volatility than that associated with investment in smaller companies.

Alliance’s investment strategy for the Portfolio emphasizes stock selection and investment in the securities of a limited number of issuers. Alliance relies heavily upon the fundamental analysis and research of its large internal research staff, which generally follows a primary research universe of more than 500 companies that have strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects. An emphasis is placed on identifying companies whose substantially above average prospective earnings growth is not fully reflected in current market valuations.

In managing the Portfolio, Alliance seeks to utilize market volatility judiciously (assuming no change in company fundamentals), striving to capitalize on apparently unwarranted price fluctuations, both to purchase or increase positions on weakness and to sell or reduce overpriced holdings. The Portfolio normally remains nearly fully invested and does not take significant cash positions for market timing purposes.

Alliance normally invests at least 80% of the Portfolio’s investable assets in stocks of companies considered to have large capitalizations (i.e., similar to companies included in the S&P 500 Index).

The Portfolio also may:

• invest up to 15% of its total assets in foreign securities;

• purchase and sell exchange-traded index options and stock index futures contracts;

• write covered exchange-traded call options on its securities of up to 15% of its total assets, and purchase and sell exchange-traded call and put options on common stocks written by others of up to, for all options, 10% of its total assets;

• make short sales “against-the-box” of up to 15% of its net assets; and

• invest up to 10% of its total assets in illiquid securities.

The Portfolio may invest in a wide variety of equity securities including large cap stocks, convertible and preferred securities, warrants and rights. The Portfolio may also invest in foreign securities, including foreign equity securities, and other securities that represent interests in foreign equity securities, such as European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). The Portfolio may invest in American Depositary Receipts (ADRs), which are not subject to the 15% limitation on foreign securities. The Portfolio may also invest in derivatives and in short term investments, including money market securities, short term U.S. government obligations, repurchase agreements, commercial paper, banker’s acceptances and certificates of deposit.

In response to adverse market conditions or when restructuring the Portfolio, Alliance may invest up to 100% of the Portfolio’s assets in money market instruments. Investing heavily in these securities limits the ability to achieve the investment objective, but can help to preserve the Portfolio’s assets when the markets are unstable.

The Portfolio is managed by Alliance Capital Management, L.P.

SP Alliance Technology Portfolio

The Portfolio emphasizes growth of capital and invests for capital appreciation. Current income is only an incidental consideration. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

A Technology Focus

This Portfolio normally invests at least 80% of its investable assets in technology.

The Portfolio invests primarily in securities of companies expected to benefit from technological advances and improvements (i.e., companies that use technology extensively in the development of new or improved products or processes). The Portfolio will normally have at least 80% of its investable assets invested in the securities of these companies.

The Portfolio normally will have substantially all of its assets invested in equity securities, but it also invests in debt securities offering an opportunity for price appreciation. The Portfolio will invest in listed and unlisted securities, in U.S. securities, and up to 25% of its total assets in foreign securities. The Portfolio may seek income by writing listed call options.

The Portfolio’s policy is to invest in any company and industry and in any type of security with potential for capital appreciation. It invests in well-known and established companies and in new and unseasoned companies.

The Portfolio also may:

• write covered call options on its securities of up to 15% of its total assets and purchase exchange-listed call and put options, including exchange-traded index put options of up to, for all options, 10% of its total assets;

• invest up to 10% of its total assets in warrants;

• invest up to 15% of its net assets in illiquid securities; and

• make loans of portfolio securities of up to 30% of its total assets.

Because the Portfolio invests primarily in technology companies, factors affecting those types of companies could have a significant effect on the Portfolio’s net asset value. In addition, the Portfolio’s investments in technology stocks, especially those of small, less-seasoned companies, tend to be more volatile than the overall market. The Portfolio’s investments in debt and foreign securities have credit risk and foreign risk.

The Portfolio is managed by Alliance Capital Management, L.P.

SP Asset Allocation Portfolios

There are four Asset Allocation Portfolios, entitled SP Aggressive Growth Asset Allocation Portfolio, SP Balanced Asset Allocation Portfolio, SP Conservative Asset Allocation Portfolio, and SP Growth Asset Allocation Portfolio. The investment objective of each of the Portfolios is to obtain the highest potential total return consistent with the specified level of risk tolerance. The definition of risk tolerance level is not a fundamental policy and, therefore, can be changed by the Fund’s Board of Directors at any time. While each Portfolio will try to achieve its objective, we can’t guarantee success and it is possible that you could lose money. The Asset Allocation Portfolios are designed for:

• the investor who wants to maximize total return potential, but lacks the time, or expertise to do so effectively;

• the investor who does not want to watch the financial markets in order to make periodic exchanges among Portfolios; and

• the investor who wants to take advantage of the risk management features of an asset allocation program.

The investor chooses an Asset Allocation Portfolio by determining which risk tolerance level most closely corresponds to the investor’s individual planning needs, objectives and comfort.

Each Asset Allocation Portfolio invests its assets in shares of underlying Portfolios according to the target percentages indicated in the Portfolio descriptions below. Periodically, we will rebalance each Asset Allocation Portfolio to bring the Portfolio’s holdings in line with those target percentages. The manager expects that the rebalancing will occur on a monthly basis, although the rebalancing may occur less frequently. In addition, the manager will review the target percentages annually. Based on its evaluation the target percentages may be adjusted. Such adjustments will be reflected in the annual update to this prospectus. With respect to each of the four Asset Allocation Portfolios, Prudential Investments LLC reserves the right to alter the percentage allocations indicated below and/or the underlying Fund Portfolios in which the Asset Allocation Portfolio invests if market conditions warrant. Although we will make every effort to meet each Asset Allocation Portfolio’s investment objective, we can’t guarantee success.

The performance of each Asset Allocation Portfolio depends on how its assets are allocated and reallocated between the underlying Portfolios. A principal risk of investing in each Asset Allocation Portfolio is that Prudential Investments LLC will make less than optimal decisions regarding allocation of assets in the underlying Portfolios. Because each of the Asset Allocation Portfolios invests all of its assets in underlying Portfolios, the risks associated with each Asset Allocation Portfolio are closely related to the risks associated with the securities and other investments held by the underlying Portfolios. The ability of each Asset Allocation Portfolio to achieve its investment objective will depend on the ability of the underlying Portfolios to achieve their investment objectives.

Each Asset Allocation Portfolio is managed by Prudential Investments LLC.

SP Aggressive Growth Asset Allocation Portfolio

An Asset Allocation Portfolio Investing Fully in Equity Portfolios

This Portfolio aggressively seeks capital appreciation by investing in large cap equity Portfolios, international Portfolios, and small/mid-cap equity Portfolios.

The SP Aggressive Growth Asset Allocation Portfolio invests in shares of the following Fund Portfolios:

• a large capitalization equity component (approximately 40% of the Portfolio, invested in shares of the SP Davis Value Portfolio (20% of Portfolio), the SP Alliance Large Cap Growth Portfolio (10% of Portfolio), and the Jennison Portfolio (10% of Portfolio)); and

• an international component (approximately 35% of the Portfolio, invested in shares of the SP Jennison International Growth Portfolio (17.5% of Portfolio) and the SP Deutsche International Equity Portfolio (17.5% of Portfolio)); and

• a small/mid capitalization equity component (approximately 25% of the Portfolio, invested in shares of the SP Small/Mid-Cap Value Portfolio (12.5% of Portfolio) and the SP Prudential U.S. Emerging Growth Portfolio (12.5% of Portfolio)).

For more information on the underlying Portfolios, please refer to the descriptions of each Portfolio’s investment objectives and policies included in this prospectus.

SP Balanced Asset Allocation Portfolio

A Balance Between Current Income And Capital Appreciation

This Portfolio seeks to balance current income and growth of capital by investing in fixed income Portfolios, large cap equity Portfolios, small/mid-cap equity Portfolios, and international equity Portfolios.

The SP Balanced Asset Allocation Portfolio invests in shares of the following Portfolios:

For more information on the underlying Portfolios, please refer to the description of each Portfolio’s investment objectives and policies included in this prospectus.

SP Conservative Asset Allocation Portfolio

An Asset Allocation Portfolio Investing Primarily In Fixed Income Portfolios

This Portfolio is invested in fixed income, large cap equity, and small/mid-cap equity Portfolios.

The SP Conservative Asset Allocation Portfolio invests in shares of the following Portfolios:

For more information on the underlying Portfolios, please refer to the description of each Portfolio’s investment objectives and policies included in this prospectus.

SP Growth Asset Allocation Portfolio

An Asset Allocation Portfolio Investing Primarily In Equity Portfolios

This Portfolio seeks to provide long-term growth of capital with consideration also given to current income.

The Growth Asset Allocation Portfolio invests in shares of the following Portfolios:

• a large capitalization equity component (approximately 45% of the Portfolio, invested in shares of the SP Davis Value Portfolio (22.5% of Portfolio), the SP Alliance Large Cap Growth Portfolio (11.25% of Portfolio), and the Jennison Portfolio (11.25% of Portfolio)); and

• a fixed income component (approximately 20% of the Portfolio, invested in shares of the SP PIMCO High Yield Portfolio (10% of Portfolio) and the SP PIMCO Total Return Portfolio (10% of Portfolio)); and

• an international component (approximately 20% of the Portfolio, invested in shares of the SP Jennison International Growth Portfolio (10% of Portfolio) and the SP Deutsche International Equity Portfolio (10% of Portfolio)); and

• a small/mid-capitalization equity component (approximately 15% of the Portfolio, invested in shares of the SP Small/Mid-Cap Value Portfolio (7.5% of Portfolio) and the SP Prudential U.S. Emerging Growth Portfolio (7.5% of Portfolio)).

For more information on the underlying Portfolios, please refer to the descriptions of each Portfolio’s investment objectives and policies included in this prospectus.

SP Davis Value Portfolio

SP Davis Value Portfolio’s investment objective is growth of capital. In keeping with the Davis investment philosophy, the portfolio managers select common stocks that offer the potential for capital growth over the long-term. While we will try to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

The Davis Back-to-Basics Approach

Under the Davis philosophy, Davis seeks to identify companies possessing ten basic characteristics, which Davis believes will foster sustainable long-term growth.

The Portfolio invests primarily in common stocks of U.S. companies with market capitalizations of at least $5 billion, but it may also invest in foreign companies and U.S. companies with smaller capitalizations.

COMMON STOCKS

What They Are. Common stock represents ownership of a company.

How They Pick Them. The Davis investment philosophy stresses a back-to-basics approach: they use extensive research to buy growing companies at value prices and hold on to them for the long-term. Over the years, Davis Selected Advisers has developed a list of ten characteristics that they believe foster sustainable long-term growth, minimize risk and enhance the potential for superior long-term returns. While very few companies have all ten, Davis searches for those possessing several of the characteristics that are listed below.

Why They Buy Them. SP Davis Value Portfolio buys common stock to take an ownership position in companies with growth potential, and then holds that position long enough to realize the benefits of growth.

The Portfolio may also invest in foreign securities, primarily as a way of providing additional opportunities to invest in quality overlooked growth stocks. Investment in foreign securities can also offer the Portfolio the potential for economic diversification.

WHAT DAVIS LOOKS FOR IN A COMPANY

1. First-Class Management.  The Davis investment philosophy believes that great companies are created by great managers. In visiting companies, they look for managers with a record of doing what they say they are going to do.

2. Management Ownership.  Just as they invest heavily in their own portfolios, they look for companies where individual managers own a significant stake.

3. Strong Returns on Capital.  They want companies that invest their capital wisely and reap superior returns on those investments.

4. Lean Expense Structure.  Companies that can keep costs low are able to compete better, especially in difficult times. A low cost structure sharply reduces the risk of owning a company’s shares.

5. Dominant or Growing Market Share in a Growing Market.  A company that is increasing its share of a growing market has the best of both worlds.

6. Proven Record as an Acquirer.  When an industry or market downturn occurs, it is a good idea to own companies that can take advantage of attractive prices to expand operations through inexpensive acquisitions.

7. Strong Balance Sheet.  Strong finances give a company staying power to weather difficult economic cycles.

8. Competitive Products or Services.  Davis invests in companies with products that are not vulnerable to obsolescence.

9. Successful International Operations.  A proven ability to expand internationally reduces the risk of being tied too closely to the U.S. economic cycle.

10. Innovation.  The savvy use of technology in any business, from a food company to an investment bank, can help reduce costs and increase sales.

Other Securities and Investment Strategies

The Portfolio invests primarily in the common stock of large capitalization domestic companies. There are other securities in which the Portfolio may invest, and investment strategies which the Portfolio may employ, but they are not principal investment strategies. The Portfolio may invest in equity and/or debt securities issued by Real Estate Investment Trusts (REITs).

The Portfolio uses short-term investments to maintain flexibility while evaluating long-term opportunities. The Portfolio also may use short-term investments for temporary defensive purposes; in the event the portfolio managers anticipate a decline in the market values of common stock of large capitalization domestic companies, they may reduce the risk by investing in short-term securities until market conditions improve. Unlike common stocks, these investments will not appreciate in value when the market advances. In such a circumstance, the short-term investments will not contribute to the Portfolio’s investment objective.

The Portfolio is managed by Davis Selected Advisers, L.P.

SP Deutsche International Equity Portfolio

The Portfolio seeks long-term capital appreciation. Under normal circumstances, the Portfolio invests at least 80% of its investable assets in the stocks and other securities with equity characteristics of companies in developed countries outside the United States. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

International Equities From Developed Countries

The Portfolio invests primarily in the stocks of companies located in developed foreign countries that make up the MSCI EAFE Index, plus Canada. The Portfolio also may invest in emerging markets securities.

The Portfolio invests for capital appreciation, not income; any dividend or interest income is incidental to the pursuit of that goal.

The Portfolio invests for the long term. The Portfolio employs a strategy of growth at a reasonable price. The Portfolio seeks to identify companies outside the United States that combine strong potential for earnings growth with reasonable investment value. Such companies typically exhibit increasing rates of profitability and cash flow, yet their share prices compare favorably to other stocks in a given market and to their global peers. In evaluating stocks, the Portfolio considers factors such as sales, earnings, cash flow and enterprise value. Enterprise value is a company’s market capitalization plus the value of its net debt. The Portfolio further considers the relationship between these and other quantitative factors. Together, these indicators of growth and value may identify companies with improving prospects before the market in general has taken notice.

Principal Investments

Almost all the companies in which the Portfolio invests are based in the developed foreign countries that make up the MSCI EAFE Index, plus Canada. The Portfolio may also invest a portion of its assets in companies based in the emerging markets of Latin America, the Middle East, Europe, Asia and Africa if it believes that its return potential more than compensates for the extra risks associated with these markets. Under normal market conditions investment in emerging markets is not considered to be a central element of the Portfolio’s strategy. Typically, the Portfolio will not hold more than 15% of its net assets in emerging markets. The Portfolio may invest in a variety of debt securities, equity securities, and other instruments, including convertible securities, warrants, foreign securities, options (on stock, debt, stock indices, foreign currencies, and futures), futures contracts, forward foreign currency exchange contracts, interest rate swaps, loan participations, reverse repurchase agreements, dollar rolls, when-issued and delayed delivery securities, short sales, and illiquid securities. We explain each of these instruments in detail in the Statement of Additional Information.

Investment Process

Company research lies at the heart of Deutsche Asset Management Inc.’s (DAMI’s) investment process, as it does with many stock mutual fund portfolios. Several thousand companies are tracked to arrive at the approximately 100 stocks the Portfolio normally holds. But the process brings an added dimension to this fundamental research. It draws on the insight of experts from a range of financial disciplines — regional stock market specialists, global industry specialists, economists and quantitative analysts. They challenge, refine and amplify each other’s ideas. Their close collaboration is a critical element of the investment process.

Temporary Defensive Position. The Portfolio may from time to time adopt a temporary defensive position in response to extraordinary adverse political, economic or stock market events. The Portfolio may invest up to 100% of its assets in U.S. or foreign government money market investments, or other short-term bonds that offer comparable safety, if the situation warranted. To the extent the Portfolio might adopt such a position over the course of its duration, the Portfolio may not meet its goal of long-term capital appreciation.

Primary Risks

Market Risk. Although individual stocks can outperform their local markets, deteriorating market conditions might cause an overall weakness in the stock prices of the entire market.

Stock Selection Risk. A risk that pervades all investing is the risk that the securities an investor has selected will not perform to expectations. To minimize this risk, DAMI monitors each of the stocks in the Portfolio according to three basic quantitative criteria. They subject a stock to intensive review if:

• its rate of price appreciation begins to trail that of its national stock index;

• the financial analysts who follow the stock, both within DAMI and outside, cut their estimates of the stock’s future earnings; or

• the stock’s price approaches the downside target set when they first bought the stock (and may since have modified to reflect changes in market and economic conditions).

In this review, DAMI seeks to learn if the deteriorating performance accurately reflects deteriorating prospects or if it merely reflects investor overreaction to temporary circumstances.

Foreign Stock Market Risk. From time to time, foreign capital markets have exhibited more volatility than those in the United States. Trading stocks on some foreign exchanges is inherently more difficult than trading in the United States for reasons including:

• Political Risk. Some foreign governments have limited the outflow of profits to investors abroad, extended diplomatic disputes to include trade and financial relations, and imposed high taxes on corporate profits. While these political risks have not occurred recently in the major countries in which the Portfolio invests, DAMI analyzes countries and regions to try to anticipate these risks.

• Information Risk. Financial reporting standards for companies based in foreign markets differ from those in the United States. Since the “numbers” themselves sometimes mean different things, DAMI devotes much of its research effort to understanding and assessing the impact of these differences upon a company’s financial conditions and prospects.

• Liquidity Risk. Stocks that trade less can be more difficult or more costly to buy, or to sell, than more liquid or active stocks. This liquidity risk is a factor of the trading volume of a particular stock, as well as the size and liquidity of the entire local market. On the whole, foreign exchanges are smaller and less liquid than the U.S. market. This can make buying and selling certain shares more difficult and costly. Relatively small transactions in some instances can have a disproportionately large effect on the price and supply of shares. In certain situations, it may become virtually impossible to sell a stock in an orderly fashion at a price that approaches an estimate of its value.

• Regulatory Risk. Some foreign governments regulate their exchanges less stringently, and the rights of shareholders may not be as firmly established.

In an effort to reduce these foreign stock market risks, the Portfolio diversifies its investments, just as you may spread your investments among a range of securities so that a setback in one does not overwhelm your entire strategy. In this way, a reversal in one market or stock need not undermine the pursuit of long-term capital appreciation.

Currency Risk. The Portfolio invests in foreign securities denominated in foreign currencies. This creates the possibility that changes in foreign exchange rates will affect the value of foreign securities or the U.S. dollar amount of income or gain received on these securities. DAMI seeks to minimize this risk by actively managing the currency exposure of the Portfolio.

Emerging Market Risk. To the extent that the Portfolio does invest in emerging markets to enhance overall returns, it may face higher political, information, and stock market risks. In addition, profound social changes and business practices that depart from norms in developed countries’ economies have hindered the orderly growth of emerging economies and their stock markets in the past. High levels of debt tend to make emerging economies heavily reliant on foreign capital and vulnerable to capital flight. For all these reasons, the Portfolio carefully limits and balances its commitment to these markets.

Secondary Risks

Small Company Risk. Although the Portfolio generally invests in the shares of large, well-established companies, it may occasionally take advantage of exceptional opportunities presented by small companies. Such opportunities pose unique risks. Small company stocks tend to experience steeper price fluctuations &151; down as well as up — than the stocks of larger companies. A shortage of reliable information — the same information gap that creates opportunity in small company investing — can also pose added risk. Industrywide reversals have had a greater impact on small companies, since they lack a large company’s financial resources. Finally, small company stocks are typically less liquid than large company stocks; when things are going poorly, it is harder to find a buyer for a small company’s shares.

Pricing Risk. When price quotations for securities are not readily available, they are valued by the method that most accurately reflects their current worth in the judgment of the Board. This procedure implies an unavoidable risk, the risk that our prices are higher or lower than the prices that the securities might actually command if we sold them.

The Portfolio is managed by Deutsche Asset Management, Inc. (DAMI).

SP INVESCO Small Company Growth Portfolio

The Portfolio seeks long-term capital growth. Most holdings are in small-capitalization companies. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

A Small-Cap Stock Portfolio

The Portfolio generally invests primarily in the stocks of companies with small market capitalizations.

INVESCO is primarily looking for companies in the accelerated developing stages of their life cycles, which are currently priced below INVESCO’s estimation of their potential, have earnings which may be expected to grow faster than the U.S. economy in general, and/or offer earnings growth of sales, new products, management changes, or structural changes in the economy. The Portfolio may invest up to 25% of its assets in securities of non-U.S. issuers. Securities of Canadian issuers and ADRs are not subject to this 25% limitation.

Under normal circumstances, the Portfolio will invest at least 80% of its investable assets in small-capitalization companies — those which are included in the Russell 2000 Growth Index at the time of purchase, or if not included in that index, have market capitalizations of $2.5 billion or below at the time of purchase. Although not a principal investment, the Portfolio may use derivatives. A derivative is a financial instrument whose value is “derived,” in some manner, from the price of another security, index, asset or rate. Derivatives include options and futures contracts, among a wide range of other instruments.

Although not a principal investment, the Portfolio may invest in options and futures contracts. Options and futures contracts are common types of derivatives that the Portfolio may occasionally use to hedge its investments. An option is the right to buy or sell a security or other instrument, index or commodity at a specific price on or before a specific date. A futures contract is an agreement to buy or sell a security or other instrument, index or commodity at a specific price on a specific date.

Although not a principal investment, the Portfolio may invest in repurchase agreements. In addition, the Portfolio may invest in debt securities, ADRs, convertible securities, junk bonds, warrants, forward foreign currency exchange contracts, interest rate swaps, when-issued and delayed delivery securities, short sales against-the-box, U.S. government securities, Brady Bonds, and illiquid securities. The Portfolio may lend its portfolio securities. In response to adverse market conditions or when restructuring the Portfolio, INVESCO may invest up to 100% of the Portfolio’s assets in money market instruments. Investing heavily in these securities limits the ability to achieve the investment objective, but can help to preserve the Portfolio’s assets when the markets are unstable.

The Portfolio is managed by INVESCO Funds Group, Inc.

SP Jennison International Growth Portfolio

The investment objective of the Portfolio is to seek long-term growth of capital. The Portfolio seeks to achieve its objective through investment in equity-related securities of foreign companies. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

A Foreign Stock Growth Portfolio

The Portfolio seeks long-term growth by investing in the common stock of foreign companies.

The Portfolio generally invests in about 60 securities of issuers located in at least five different foreign countries. This means the Portfolio seeks investments — primarily the common stock of foreign companies — that will increase in value over a period of years. A company is considered to be a foreign company if it satisfies at least one of the following criteria: its securities are traded principally on stock exchanges in one or more foreign countries; it derives 50% or more of its total revenue from goods produced, sales made or services performed in one or more foreign countries; it maintains 50% or more of its assets in one or more foreign countries; it is organized under the laws of a foreign country; or its principal executive office is located in a foreign country.

The Portfolio invests in about 60 securities of primarily non-U.S. growth companies whose shares appear attractively valued on a relative and absolute basis. The Portfolio looks for companies that have above-average actual and potential earnings growth over the long term and strong financial and operational characteristics. The Portfolio selects stocks on the basis of individual company research. Thus, country, currency and industry weightings are primarily the result of individual stock selections. Although the Portfolio may invest in companies of all sizes, the Portfolio typically focuses on large and medium sized companies. Under normal conditions, the Portfolio intends to invest at least 65% of its total assets in the equity-related securities of foreign companies in at least five foreign countries. The Portfolio may invest anywhere in the world, including North America, Western Europe, the United Kingdom and the Pacific Basin, but generally not the U.S.

The principal type of equity-related security in which the Portfolio invests is common stock. In addition to common stock, the Portfolio may invest in other equity-related securities that include, but are not limited to, preferred stock, rights that can be exercised to obtain stock, warrants and debt securities or preferred stock convertible or exchangeable for common or preferred stock and master limited partnerships. The Portfolio may also invest in ADRs, which we consider to be equity-related securities.

In deciding which stocks to purchase for the Portfolio, Jennison looks for growth companies that have both strong fundamentals and appear to be attractively valued relative to their growth potential. Jennison uses a bottom-up approach in selecting securities for the Portfolio, which means that they select stocks based on individual company research, rather than allocating by country or sector. In researching which stocks to buy, Jennison looks at a company’s basic financial and operational characteristics as well as compare the company’s stock price to the price of stocks of other companies that are its competitors, absolute historic valuation levels for that company’s stock, its earnings growth and the price of existing portfolio holdings. Another important part of Jennison’s research process is to have regular contact with management of the companies that they purchase in order to confirm earnings expectations and to assess management’s ability to meet its stated goals. Although the Portfolio may invest in companies of all sizes, it typically focuses on large and medium sized companies.

Generally, Jennison looks for companies that have one or more of the following characteristics: actual and potential growth in earnings and cash flow; actual and improving profitability; strong balance sheets; management strength; and strong market share for the company’s products.

In addition, Jennison looks for companies whose securities appear to be attractively valued relative to: each company’s peer group; absolute historic valuations; and existing holdings of the Portfolio. Generally, they consider selling a security when there is an identifiable change in a company’s fundamentals or when expectations of future earnings growth become fully reflected in the price of that security.

The Portfolio may invest in bonds, money market instruments and other fixed income obligations. Generally, the Portfolio will purchase only “Investment-Grade” fixed income investments. This means the obligations have received one of the four highest quality ratings determined by Moody’s Investors Service, Inc. (Moody’s), or Standard &Poor’s Ratings Group (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 Portfolio may buy instruments that are not rated, but that are of comparable quality to the investment-grade bonds described above.

In response to adverse market, economic or political conditions, the portfolio may temporarily invest up to 100% of its assets in money market instruments or in the stock and other equity-related securities of U.S. companies. Investing heavily in money market instruments limits the ability to achieve capital appreciation, but may help to preserve the portfolio’s assets when global or international markets are unstable. When the portfolio is temporarily invested in equity-related securities of U.S. companies, the portfolio may achieve capital appreciation, although not through investment in foreign companies.

We may also use alternative investment strategies — including derivatives — to try to improve the Portfolio’s returns, protect its assets or for short-term cash management.

We may: purchase and sell options on equity securities, stock indexes and foreign currencies; purchase and sell futures contracts on stock indexes, debt securities, interest rate indexes and foreign currencies and options on these futures contracts; enter into forward foreign currency exchange contracts; purchase securities on a when-issued or delayed delivery basis; and borrow up to 33-1/3% of the value of the Portfolio’s total assets.

The Portfolio may also enter into short sales against-the-box.

The Portfolio may also enter into repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under an order obtained from the SEC.

This Portfolio is managed by Jennison Associates LLC.

SP Large Cap Value Portfolio

The investment objective of the SP Large Cap Value Portfolio is long-term growth of capital. The Portfolio is managed by Fidelity Management & Research Company (FMR). The Portfolio normally invests at least 80% of the Portfolio’s investable assets in securities of companies with large market capitalizations. The Portfolio normally invests its assets primarily in common stocks.

A Large-Cap Value Portfolio

The Portfolio is managed by Fidelity Management and Research Company. The Portfolio normally invests at least 80% of its investable assets in securities of companies with large market capitalizations. The Portfolio normally invests its assets primarily in common stocks.

Although a universal definition of large market capitalization companies does not exist, FMR generally defines large market capitalization companies as those whose market capitalization is similar to the market capitalization of companies in the S&P 500 or the Russell 1000. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the Portfolio’s investment. Companies whose capitalization is below this level after purchase continue to be considered to have large market capitalizations for purposes of the 80% policy.

FMR invests the Portfolio’s assets in companies that it believes are undervalued in the marketplace in relation to factors such as the company’s assets, earnings, growth potential, or cash flow, or in relation to securities of other companies in the same industry. Companies with these characteristics tend to have lower than average price/earnings (P/E) or price/book (P/B) ratios. The stocks of these companies are often called “value” stocks.

FMR may invest the Portfolio’s assets in securities of foreign issuers in addition to securities of domestic issuers.

FMR relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position, and economic and market factors. Factors considered include growth potential, earnings estimates, and management. These securities may then be analyzed using statistical models to further evaluate growth potential, valuation, liquidity and investment risk. In buying and selling securities for the Portfolio, FMR invests for the long term and selects those securities it believes offer strong opportunities for the long-term growth of capital and are attractively valued.

The Portfolio primarily invests in equity securities which represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

FMR may use various techniques, such as buying and selling futures contracts, and exchange traded funds to increase or decrease the Portfolio’s exposure to changing security prices or other factors that affect security values. If FMR’s strategies do not work as intended, the Portfolio may not achieve its objective. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Many factors affect the Portfolio’s performance. The Portfolio’s share price changes daily based on changes in market conditions and interest rates and in response to other economic, political or financial developments. The Portfolio’s reaction to these developments will be affected by the types of the securities in which the Portfolio invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the Portfolio’s level of investment in the securities of that issuer. When you sell units corresponding to shares of the Portfolio, they could be worth more or less than what you paid for them.

In addition to company risk, derivatives risk, foreign investment risk, leveraging risk, liquidity risk, management risk, and market risk, the following factor can significantly affect the Portfolio’s performance:

“Value” stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. “Value” stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, “value” stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

In response to market, economic, political or other conditions, FMR may temporarily use a different investment strategy for defensive purposes. If FMR does so, different factors could affect the Portfolio’s performance and the Portfolio may not achieve its investment objective.

The Portfolio is managed by Fidelity Management and Research Company.

SP MFS Capital Opportunities Portfolio

The Portfolio invests, under normal market conditions, at least 65% of its total assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts for those securities. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Capital Opportunities In Both U.S. and Foreign Stocks

The Portfolio invests primarily in stocks, convertible securities, and depositary receipts of companies in both the United States and in foreign countries.

The portfolio focuses on companies which Massachusetts Financial Services Company (MFS) believes have favorable growth prospects and attractive valuations based on current and expected earnings or cash flow. The Portfolio’s investments may include securities listed on a securities exchange or traded in the over-the-counter markets.

MFS uses a bottom-up, as opposed to a top-down, investment style in managing the Portfolio. This means that securities are selected based upon fundamental analysis (such as an analysis of earnings, cash flows, competitive position and management’s abilities) performed by the portfolio manager and MFS’ large group of equity research analysts. The Portfolio may invest in foreign securities (including emerging market securities), through which it may have exposure to foreign currencies. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies. Generally, the Portfolio will invest no more than (i) 35% of its net assets in foreign securities and (ii) 15% in lower rated bonds, and the Portfolio will not lend more than 30% of the value of its securities.

The Portfolio can invest in a wide variety of debt and equity securities, including corporate debt, lower-rated bonds, U.S. Government securities, variable and floating rate obligations, zero coupon bonds, deferred interest bonds, PIK bonds, Brady Bonds, depositary receipts, forward contracts, futures contracts, investment company securities, options (on currencies, futures, securities and stock indices), repurchase agreements, mortgage dollar rolls, restricted securities, short sales, short sales against-the-box, warrants, and when-issued and delayed delivery securities. The Portfolio may lend its securities. The Portfolio may invest in equity and/or debt securities issued by Real Estate Investment Trusts (REITs).

The Portfolio also may assume a temporary defensive position. In response to adverse market conditions or when restructuring the Portfolio, MFS may invest up to 100% of the Portfolio’s assets in money market instruments. Investing heavily in these securities limits the ability to achieve the investment objective, but can help to preserve the Portfolio’s assets when the markets are unstable.

The Portfolio is managed by Massachusetts Financial Services Company (MFS).

SP MFS Mid-Cap Growth Portfolio

The Portfolio’s investment objective is long-term growth of capital. While we make every effort to achieve our objective, we can’t guarantee success and it is possible you could lose money.

A Mid-Cap Growth Stock Portfolio

The Portfolio invests primarily in companies with market capitalizations equaling or exceeding $250 million but not exceeding the top of the Russell Midcap™ Growth Index range at the time of purchase.

The Portfolio invests, under normal market conditions, at least 80% of its investable assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts for those securities, of companies with medium market capitalization which Massachusetts Financial Services Company (MFS) believes have above-average growth potential.

Medium market capitalization companies are defined by the Portfolio as companies with market capitalizations equaling or exceeding $250 million but not exceeding the top of the Russell Midcap™ Growth Index range at the time of the Portfolio’s investment. This Index is a widely recognized, unmanaged index of mid-cap common stock prices. Companies whose market capitalizations fall below $250 million or exceed the top of the Russell Midcap™ Growth Index range after purchase continue to be considered medium-capitalization companies for purposes of the fund’s 80% investment policy. As of December 28, 2001, the top of the Russell Midcap™ Growth Index range was approximately $15.7 billion. The Portfolio’s investments may include securities listed on a securities exchange or traded in the over-the-counter markets. MFS uses a bottom-up, as opposed to a top-down, investment style in managing the Portfolio. This means that securities are selected based upon fundamental analysis (such as an analysis of earnings, cash flows, competitive position and management’s abilities) performed by the portfolio manager and MFS’s large group of equity research analysts.

The Portfolio is a non-diversified mutual fund portfolio. This means that the Portfolio may invest a relatively high percentage of its assets in a small number of issuers. As a result, the Portfolio’s performance may be tied more closely to the success or failure of a smaller group of Portfolio holdings. The Portfolio may invest in foreign securities (including emerging markets securities) through which it may have exposure to foreign currencies. The Portfolio is expected to engage in active and frequent trading to achieve its principal investment strategies. Generally, the Portfolio will invest no more than (i) 20% of its net assets in foreign securities and (ii) 10% in lower rated bonds, and the Portfolio will not lend more than 30% of the value of its securities. The Portfolio may invest in a variety of debt securities, equity securities, and other instruments, including corporate debt, lower-rated bonds, U.S. government securities, variable and floating rate obligations, zero coupon bonds, deferred interest bonds, PIK bonds, depository receipts, emerging markets equity securities, forward contracts, futures contracts, investment company securities, options (on currencies, futures, securities, and stock indices), repurchase agreements, restricted securities, short sales, short sales against-the-box, short-term debt, warrants, and when-issued and delayed delivery securities. The Portfolio may borrow for temporary purposes, and lend its portfolio securities.

In response to adverse market conditions or when restructuring the Portfolio, MFS may invest up to 100% of the Portfolio’s assets in money market instruments. Investing heavily in the securities limits the ability to achieve the investment objective, but can help to preserve the Portfolio’s assets when markets are unstable.

The Portfolio is managed by Massachusetts Financial Services Company (MFS).

SP PIMCO High Yield Portfolio

The investment objective of the Portfolio is a high total return. Under normal circumstances, the Portfolio invests at least 80% of its investable assets in high yield/high risk bonds.

A High-Yield, High-Risk Bond Portfolio

The Portfolio invests primarily in high-yield, high-risk bonds, also known as “junk bonds.”

The Portfolio may invest up to 15% of its assets in derivative instruments, such as options, futures contracts or swap agreements. The Portfolio may also invest in mortgage-related securities or asset-backed securities.

The Portfolio may seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls). The “total return” sought by the Portfolio consists of income earned on the Portfolio’s investments, plus capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular sector or security.

In selecting securities for the Portfolio, PIMCO develops an outlook for interest rates, currency exchange rates and the economy; analyzes credit and call risks, and uses other security selection techniques. The proportion of a Portfolio’s assets committed to investment in securities with particular characteristics (such as quality, sector, interest rate or maturity) varies based on PIMCO’s outlook for the U.S. economy and the economies of other countries in the world, the financial markets and other factors.

PIMCO attempts to identify areas of the bond market that are undervalued relative to the rest of the market. PIMCO identifies these areas by grouping bonds into the following sectors: money markets, governments, corporates, mortgages, asset-backed and international. Sophisticated proprietary software then assists in evaluating sectors and pricing specific securities. Once investment opportunities are identified, PIMCO will shift assets among sectors depending upon changes in relative valuations and credit spreads. There is no guarantee that PIMCO’s security selection techniques will produce the desired results. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

The Portfolio may also invest in Brady Bonds, which are described below in the section on the SP PIMCO Total Return Portfolio.

Securities rated lower than Baa by Moody’s Investors Service, Inc. (Moody’s) or lower than BBB by Standard &Poor’s Ratings Services (“S&P”) are sometimes referred to as “high yield” or “junk” bonds. Investing in high yield securities involves special risks in addition to the risks associated with investments in higher-rated fixed income securities. While offering a greater potential opportunity for capital appreciation and higher yields, high yield securities typically entail greater potential price volatility and may be less liquid than higher-rated securities. High yield securities may be regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. They may also be more susceptible to real or perceived adverse economic and competitive industry conditions than higher-rated securities.

The Portfolio may invest in inflation-indexed bonds, which are described below in the section on the SP PIMCO Total Return Portfolio.

The Portfolio may invest in convertible debt and convertible preferred stock securities.

The Portfolio may also enter into, or acquire participations in, delayed funding loans and revolving credit facilities, which are described in the section on SP PIMCO Total Return Portfolio.

For the purpose of achieving income, each Portfolio may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized.

The Portfolio may make short sales as part of its overall portfolio management strategies or to offset a potential decline in value of a security.

The Portfolio may purchase securities which it is eligible to purchase on a when-issued or delayed delivery basis, and may make contracts to purchase such securities for a fixed price at a future date beyond normal settlement time (forward commitments).

The Portfolio may enter into repurchase agreements.

The Portfolio may enter into reverse repurchase agreements and dollar rolls, subject to a Portfolio’s limitations on borrowings.

The Portfolio may invest in “event-linked bonds,” which are described in the section below on the SP PIMCO Total Return Portfolio.

The Portfolio may invest up to 15% of its net assets in illiquid securities.

The Portfolio may invest up to 10% of its assets in securities of other investment companies, such as closed-end management investment companies, or in pooled accounts or other investment vehicles which invest in foreign markets. As a shareholder of an investment company, a Portfolio may indirectly bear service and other fees which are in addition to the fees the Portfolio pays its service providers.

For temporary or defensive purposes, the Portfolio may invest without limit in U.S. debt securities, including taxable securities and short-term money market securities, when PIMCO deems it appropriate to do so. When the Portfolio engages in such strategies, it may not achieve its investment objective.

The Portfolio is managed by Pacific Investment Management Company LLC (PIMCO).

SP PIMCO Total Return Portfolio

The Portfolio invests primarily in investment grade debt securities. It may also invest up to 10% of its assets in high yield/high risk securities (also known as “junk bonds”) rated B or higher by Moody’s or S&P or, if unrated, determined by PIMCO to be of comparable quality.

An Investment Grade Bond Portfolio

The Portfolio invests primarily in investment grade debt securities, including foreign debt securities, but may invest some of its assets in high yield bonds.

The Portfolio may invest up to 20% of its assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio will normally hedge at least 75% of its exposure to foreign currency to reduce the risk of loss due to fluctuations in currency exchange rates.

The Portfolio may invest all of its assets in derivative instruments, such as options, futures contracts or swap agreements, or in mortgage- or asset-backed securities. The Portfolio may lend its portfolio securities to brokers, dealers and other financial institutions to earn income. The Portfolio may seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls). The “total return” sought by the Portfolio consists of income earned on the Portfolio’s investments, plus capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular sector or security.

In selecting securities for a Portfolio, PIMCO develops an outlook for interest rates, currency exchange rates and the economy; analyzes credit and call risks, and uses other security selection techniques. The proportion of a Portfolio’s assets committed to investment in securities with particular characteristics (such as quality, sector, interest rate or maturity) varies based on PIMCO’s outlook for the U.S. economy and the economies of other countries in the world, the financial markets and other factors.

The Portfolio may invest in Brady Bonds, which are securities created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with a debt restructuring. Investments in Brady Bonds may be viewed as speculative. Brady Bonds acquired by the Portfolio may be subject to restructuring arrangements or to requests for new credit, which may cause the Portfolio to suffer a loss of interest or principal on any of its holdings.

The Portfolio may invest in inflation-indexed bonds, which are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

The Portfolio may invest in convertible debt and convertible preferred stock.

The Portfolio may invest in mortgage-related securities or other asset-backed securities.

The Portfolio may also enter into, or acquire participations in, delayed funding loans and revolving credit facilities, in which a lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. These commitments may have the effect of requiring a Portfolio to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To the extent that a Portfolio is committed to advance additional Portfolios, it will segregate assets determined to be liquid by PIMCO in accordance with procedures established by the Board of Directors in an amount sufficient to meet such commitments. Delayed loans and revolving credit facilities are subject to credit, interest rate and liquidity risk and the risks of being a lender.

The Portfolio may make short sales as part of its overall portfolio management strategies or to offset a potential decline in value of a security. The Portfolio may use interest rate swaps in the management of the Portfolio.

The Portfolio may enter into repurchase agreements.

The Portfolio may enter into reverse repurchase agreements and dollar rolls.

The Portfolio may invest in “event-linked bonds,” which are fixed income securities for which the return of principal and payment of interest is contingent on the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related phenomenon. If a trigger event occurs, a Portfolio may lose a portion or all of its principal invested in the bond. Event-linked bonds often provide for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. Event-linked bonds may also expose the Portfolio to certain unanticipated risks including credit risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds may also be subject to liquidity risk.

The Portfolio may invest up to 15% of its net assets in illiquid securities.

The Portfolio may invest up to 10% of its assets in securities of other investment companies, such as closed-end management investment companies, or in pooled accounts or other investment vehicles which invest in foreign markets. As a shareholder of an investment company, the Portfolio may indirectly bear service and other fees which are in addition to the fees the Portfolio pays its service providers.

The Portfolio is managed by Pacific Investment Management Company LLC (PIMCO).

SP Prudential U.S. Emerging Growth Portfolio

The Portfolio’s investment objective is long-term capital appreciation. This means the Portfolio seeks investments whose price will increase over several years. While we make every effort to achieve its objective, we can’t guarantee success and it is possible that you could lose money.

A Small/Medium-Sized Stock Portfolio

The Portfolio invests primarily in the stocks of small and medium-sized companies with the potential for above-average growth.

In deciding which equities to buy, the Portfolio uses what is known as a growth investment style. This means the Portfolio invests in companies that it believes could experience superior sales or earnings growth. In pursuing this objective, the Portfolio normally invests at least 80% of the Portfolio’s investable assets in equity securities of small and medium-sized U.S. companies with the potential for above-average growth.

The Portfolio considers small and medium-sized companies to be those with market capitalizations that are less than the largest capitalization of the Standard and Poor’s Mid-Cap 400 Stock Index as of the end of a calendar quarter. As of December 31, 2001, this number was $10.5 billion. We use the market capitalization measurements used by S&P at time of purchase.

In addition to buying equities, the Portfolio may invest in other equity-related securities. Equity-related securities include American Depositary Receipts (ADRs); common stocks; nonconvertible preferred stocks; warrants and rights that can be exercised to obtain stock; investments in various types of business ventures, including partnerships and joint ventures; real estate investment trusts (REITs); and similar securities.

The Portfolio also may buy convertible debt securities and convertible preferred stock. These are securities that the Portfolio can convert into the company’s common stock or some other equity security. The Portfolio will only invest in investment-grade convertible securities. Generally, the Portfolio considers selling a security when, in the opinion of the investment adviser, the stock has experienced a fundamental disappointment in earnings; it has reached an intermediate-term price objective and its outlook no longer seems sufficiently promising; a relatively more attractive stock emerges; or the stock has experienced adverse price movements.

The Portfolio can invest up to 20% of investable assets in equity securities of companies with larger or smaller market capitalizations than previously noted. The Portfolio may participate in the initial public offering (IPO) market. IPO investments may increase the Portfolio’s total returns. As the Portfolio’s assets grow, the impact of IPO investments will decline, which may reduce the Portfolio’s total returns.

The Portfolio can invest up to 35% of total assets in foreign securities, including stocks and other equity-related securities, money market instruments and other investment-grade fixed-income securities of foreign issuers, including those in developing countries. For purposes of the 35% limit, the Portfolio does not consider ADRs and other similar receipts or shares to be foreign securities.

The Portfolio can invest up to 20% of investable assets in investment-grade corporate or government obligations. Investment-grade obligations are rated in one of the top four long-term quality ratings by a major rating service (such as Baa/BBB or better by Moody’s Investors Service, Inc. or Standard &Poor’s Ratings Group, respectively). The Portfolio also may invest in obligations that are not rated, but which it believes to be of comparable quality. Obligations rated in the fourth category (Baa/BBB) have speculative characteristics. These lower-rated obligations are subject to a greater risk of loss of principal and interest. Generally, fixed-income securities provide a fixed rate of return, but provide less opportunity for capital appreciation than investing in stocks. The Portfolio will purchase money market instruments only in one of the two highest short-term quality ratings of a major rating service.

In response to adverse market, economic or political conditions, the Portfolio may temporarily invest up to 100% of the Portfolio’s assets in cash or money market instruments. Investing heavily in these securities limits the Portfolio’s ability to achieve capital appreciation, but can help to preserve its assets when the equity markets are unstable.

The Portfolio may also use repurchase agreements.

The Portfolio may enter into foreign currency forward contracts to protect the value of its portfolio against future changes in the level of currency exchange rates. The Portfolio may enter into such contracts on a spot, that is, cash, basis at the rate then prevailing in the currency exchange market or on a forward basis, by entering into a forward contract to purchase or sell currency.

The Portfolio may use various derivative strategies to try to improve its returns or protect its assets. The Portfolio cannot guarantee that these strategies will work, that the instruments necessary to implement these strategies will be available or that the Portfolio will not lose money.

The Portfolio may invest in securities issued by agencies of the U.S. Government or instrumentalities of the U.S. Government. These obligations, including those which are guaranteed by Federal agencies or instrumentalities, may or may not be backed by the full faith and credit of the United States. Obligations of the Government National Mortgage Association (GNMA), the Farmers Home Administration and the Small Business Administration are backed by the full faith and credit of the United States. In the case of securities not backed by the full faith and credit of the United States, the Portfolio must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitments. Securities in which the Portfolio may invest which are not backed by the full faith and credit of the United States include obligations such as those issued by the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association, the Student Loan Marketing Association, Resolution Funding Corporation and the Tennessee Valley Authority, each of which has the right to borrow from the U.S. Treasury to meet its obligations, and obligations of the Farm Credit System, the obligations of which may be satisfied only by the individual credit of the issuing agency. FHLMC investments may include collateralized mortgage obligations.

The Portfolio may invest in mortgage-backed securities, including those which represent undivided ownership interests in pools of mortgages. The U.S. Government or the issuing agency or instrumentality guarantees the payment of interest on and principal of these securities. However, the guarantees do not extend to the yield or value of the securities nor do the guarantees extend to the yield or value of the Portfolio’s shares. These securities are in most cases “pass-through” instruments, through which the holders receive a share of all interest and principal payments from the mortgages underlying the securities, net of certain fees.

The Portfolio may purchase and write (that is, sell) put and call options on securities, stock indexes and currencies that are traded on U.S. or foreign securities exchanges or in the over-the-counter market to seek to enhance return or to protect against adverse price fluctuations in securities in the Portfolio’s portfolio. These options will be on equity securities, financial indexes (for example, S&P 500 Composite Stock Price Index) and foreign currencies. The Portfolio may write put and call options to generate additional income through the receipt of premiums, purchase put options in an effort to protect the value of securities (or currencies) that it owns against a decline in market value and purchase call options in an effort to protect against an increase in the price of securities (or currencies) it intends to purchase.

The Portfolio may purchase and sell financial futures contracts and options thereon which are traded on a commodities exchange or board of trade to reduce certain risks of its investments and to attempt to enhance return in accordance with regulations of the Commodity Futures Trading Commission (CFTC).

The Portfolio also follows certain policies when it borrows money (the Portfolio can borrow up to 20% of the value of its total assets); lends its securities to others (the Portfolio can lend up to 33 1/3% of the value of its total assets, including collateral received in the transaction); and holds illiquid securities (the Portfolio may hold up to 15% of its net assets in illiquid securities, including securities with legal or contractual restrictions on resale, those without a readily available market and repurchase agreements with maturities longer than seven days).

Portfolio Turnover

As a result of the strategies described above, the Portfolio may have an annual portfolio turnover rate of up to 200%. Portfolio turnover is generally the percentage found by dividing the lesser of portfolio purchases or sales by the monthly average value of the portfolio. High portfolio turnover (100% or more) results in higher brokerage commissions and other transaction costs and can affect the Portfolio’s performance.

The Portfolio is managed by Jennison Associates LLC.

SP Small/Mid-Cap Value Portfolio

The investment objective of the SP Small/Mid-Cap Value Portfolio is long-term growth of capital. The Portfolio is managed by Fidelity Management & Research Company (FMR). The Portfolio normally invests at least 80% of its investable assets in securities of companies with small to medium market capitalizations.

A Small/Mid-Cap Value Portfolio

The Portfolio normally invests at least 80% of its investable assets in companies with small to medium market capitalizations.

The Portfolio normally invests its assets primarily in common stocks. Although universal definitions of small and medium market capitalization does not exist, FMR generally defines small and medium market capitalization companies as those whose market capitalizations is similar to the market capitalization of companies in the S&P Small Cap 600 or the Russell 2000, and the S&P MidCap 400 or the Russell Midcap, respectively. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the Portfolio’s investment. Companies whose capitalization is above this level after purchase continue to have a small or medium market capitalization for purposes of the 80% policy. The size of companies in each index changes with market conditions, and the composition of each index. FMR may also invest the Portfolio’s assets in companies with larger market capitalizations.

FMR invests the Portfolio’s assets in companies that it believes are undervalued in the marketplace in relation to factors such as the company’s assets, earnings, or growth potential, or cash flow, or in relation to securities of other companies in the same industry. Companies with these characteristics tend to have lower than average price/earnings (P/E) or price/book (P/B) ratios. The stocks of these companies are often called “value” stocks.

FMR may invest the Portfolio’s assets in securities of foreign issuers in addition to securities of domestic issuers.

FMR relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position, and economic and market factors. Factors considered include growth potential, earnings estimates and management. These securities may then be analyzed using statistical models to further evaluate growth potential, valuation, liquidity and investment risk. In buying and selling securities for the Portfolio, FMR invests for the long term and selects those securities it believes offer strong opportunities for the long-term growth of capital and are attractively valued.

The Portfolio invests primarily in equity securities, which represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

FMR may use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the Portfolio’s exposure to changing security prices or other factors that affect security values. The Portfolio may invest in equity and/or debt securities issued by Real Estate Investment Trusts (REITs). If FMR’s strategies do not work as intended, the Portfolio may not achieve its objective. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

Many factors affect the Portfolio’s performance. The Portfolio’s share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. The Portfolio’s reaction to these developments will be affected by the types of securities in which the Portfolio invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the Portfolio’s level of investment in the securities of that issuer. When you sell units corresponding to shares of the Portfolio, they could be worth more or less than what you paid for them.

In addition to company risk, derivatives risk, foreign investment risk, leveraging risk, liquidity risk, management risk, and market risk, the following factors can significantly affect the Portfolio’s performance:

The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers and can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Smaller issuers can have more limited product lines, markets and financial resources.

SP Strategic Partners Focused Growth Portfolio

In pursuing its objective of long-term growth of capital, the Portfolio normally invests at least 65% of its total assets in equity-related securities of U.S. companies that are believed to have strong capital appreciation potential. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.

A Growth Stock Portfolio

The Portfolio normally invests at least 65% of its total assets in the equity-related securities of U.S. companies that are believed to have strong capital appreciation potential. The Portfolio is managed according to a growth investment style.

The Portfolio’s strategy is to combine the efforts of two investment advisers and to invest in the favorite stock selection ideas of three portfolio managers (two of whom invest as a team). Each investment adviser to the Portfolio utilizes a growth style to select approximately 20 securities. The portfolio managers build a portfolio with stocks in which they have the highest confidence and may invest more than 5% of the Portfolio’s assets in any one issuer.

The Portfolio may actively and frequently trade its portfolio securities. The Portfolio is a non-diversified mutual fund portfolio. This means that the Portfolio may invest in a relatively high percentage of net assets in a small number of issuers. Investing in a nondiversified mutual fund, particularly a fund investing in approximately 40 equity-related securities, involves greater risk than investing in a diversified fund because a loss resulting from the decline in the value of one security may represent a greater portion of the total assets of a nondiversified fund.

The primary equity-related securities in which the Portfolio invests are common stocks. Generally, each investment adviser will consider selling or reducing a stock position when, in their opinion, the stock has experienced a fundamental disappointment in earnings; it has reached an intermediate-term price objective and its outlook no longer seems sufficiently promising; a relatively more attractive stock emerges; or the stock has experienced adverse price movement. A price decline of a stock does not necessarily mean that an investment adviser will sell the stock at that time. During market declines, either investment adviser may add to positions in favored stocks, which can result in a somewhat more aggressive strategy, with a gradual reduction of the number of companies in which the adviser invests. Conversely, in rising markets, either investment adviser may reduce or eliminate fully valued positions, which can result in a more conservative investment strategy, with a gradual increase in the number of companies represented in the adviser’s portfolio segment.

In deciding which stocks to buy, each investment adviser uses what is known as a growth investment style. This means that each adviser will invest in stocks they believe could experience superior sales or earnings growth.

In addition to common stocks in which the Portfolio primarily invests, equity-related securities include nonconvertible preferred stocks; convertible debt and convertible preferred stock; American Depository Receipts (ADRs); warrants and rights that can be exercised to obtain stock; investments in various types of business ventures, including partnerships and joint ventures; real estate investment trusts (REITs); and similar securities.

The Portfolio may buy common stocks of companies of every size — small-, medium — and large-capitalization — although its investments are mostly in medium — and large-capitalization stocks. The Portfolio intends to be fully invested, holding less than 5% of its total assets in cash under normal market conditions.

Under normal conditions, there will be an approximately equal division of the Portfolio’s assets between the two investment advisers. All daily cash inflows (that is, purchases and reinvested distributions) and outflows (that is, redemptions and expense items) will usually be divided between the two investment advisers as the portfolio manager deems appropriate. There will be a periodic rebalancing of each segment’s assets to take account of market fluctuations in order to maintain the approximately equal allocation. As a consequence, the manager may allocate assets from the portfolio segment that has appreciated more to the other.

Alliance Capital Management’s portfolio manager, Alfred Harrison, utilizes the fundamental analysis and research of Alliance’s large internal research staff. In selecting stocks for the Portfolio, he emphasizes stock selection and investment in a limited number of companies that have strong management, superior industry positions, excellent balance sheets and the ability to demonstrate superior earnings growth.

Jennison Associates’ portfolio managers, Spiros Segalas and Kathleen McCarragher, invest in mid-size and large companies experiencing some or all of the following: high sales growth, high unit growth, high or improving returns on assets and equity and a strong balance sheet. These companies generally trade at high prices relative to their current earnings.

Reallocations may result in additional costs since sales of securities may result in higher portfolio turnover. Also, because each investment adviser selects portfolio securities independently, it is possible that a security held by one portfolio segment may also be held by the other portfolio segment of the Portfolio or that the two advisers may simultaneously favor the same industry. Prudential Investments LLC will monitor the overall portfolio to ensure that any such overlaps do not create an unintended industry concentration. In addition, if one investment adviser buys a security as the other adviser sells it, the net position of the Portfolio in the security may be approximately the same as it would have been with a single portfolio and no such sale and purchase, but the Portfolio will have incurred additional costs. The portfolio manager will consider these costs in determining the allocation of assets. The portfolio manager will consider the timing of reallocation based upon the best interests of the Portfolio and its shareholders. To maintain the Portfolio’s federal income tax status as a regulated investment company, Jennison Associates also may have to sell securities on a periodic basis.

The Portfolio may invest up to 20% of its total assets in foreign securities, including stocks and other equity-related securities, money market instruments and other fixed-income securities of foreign issuers. The Portfolio does not consider ADRs and other similar receipts or shares to be foreign securities.

The Portfolio may temporarily hold cash or invest in high-quality foreign or domestic money market instruments pending investment of proceeds from new sales of Portfolio shares or to meet ordinary daily cash needs subject to the policy of normally investing at least 65% of the Portfolio’s assets in equity-related securities. In response to adverse market, economic, political or other conditions, the Portfolio may temporarily invest up to 100% of its assets in money market instruments. Investing heavily in these securities limits the ability to achieve the investment objective, but can help to preserve the Portfolio’s assets when the equity markets are unstable.

The Portfolio may use repurchase agreements.

The Portfolio may purchase and write (that is, sell) put and call options on securities indexes that are traded on U.S. or foreign securities exchanges or in the over-the-counter market to try to enhance return or to hedge the Portfolio’s portfolio. The Portfolio may write covered put and call options to generate additional income through the receipt of premiums, purchase put options in an effort to protect the value of a security that it owns against a decline in market value and purchase call options in an effort to protect against an increase in the price of securities it intends to purchase. The Portfolio also may purchase put and call options to offset previously written put and call options of the same series. The Portfolio will write only “covered” options. The Portfolio may purchase and sell stock index futures contracts and related options on stock index futures. The Portfolio may purchase and sell futures contracts on foreign currencies and related options on foreign currency futures contracts.

The Portfolio may invest in securities issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S. government. Not all U.S. government securities are backed by the full faith and credit of the United States. Some are supported only by the credit of the issuing agency.

The Portfolio will also use futures contracts and options on futures contracts for certain bona fide hedging, return enhancement and risk management purposes. The Portfolio may purchase put and call options and write (that is, sell) “covered” put and call options on futures contracts that are traded on U.S. and foreign exchanges.

The Portfolio may use short sales.

The Portfolio may use various derivatives to try to improve the Portfolio’s returns. The Portfolio may use hedging techniques to try to protect the Portfolio’s assets. We cannot guarantee that these strategies will work, that the instruments necessary to implement these strategies will be available, or that the Portfolio will not lose money.

The Portfolio also follows certain policies when it borrows money (the Portfolio can borrow up to 33 1/3% of the value of its total assets); lends its securities to others for cash management purposes (the Portfolio can lend up to 33 1/3% of the value of its total assets including collateral received in the transaction); and holds illiquid securities (the Portfolio may hold up to 15% of its net assets in illiquid securities, including securities with legal or contractual restrictions on resale, those without a readily available market and repurchase agreements with maturities longer than seven days). The Portfolio is subject to certain investment restrictions that are fundamental policies, which means they cannot be changed without shareholder approval. For more information about these restrictions, see the SAI.

It is not a principal strategy of the Portfolio to actively and frequently trade its portfolio securities to achieve its investment objective. Nevertheless, the Portfolio may have an annual portfolio turnover rate of up to 200%. Portfolio turnover is generally the percentage found by dividing the lesser of portfolio purchases and sales by the monthly average value of the portfolio. High portfolio turnover (100% or more) results in higher brokerage commissions and other costs and can affect the Portfolio’s performance.

The Portfolio is managed by Jennison Associates LLC and Alliance Capital Management, L.P.

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The Statement of Additional Information — which we refer to as the SAI — contains additional information about the Portfolios. To obtain a copy, see the back cover page of this prospectus.

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OTHER INVESTMENTS AND STRATEGIES

As indicated in the description of the Portfolios above, we may use the following investment strategies to increase a Portfolio’s return or protect its assets if market conditions warrant.

ADRs are certificates representing the right to receive foreign securities that have been deposited with a U.S. bank or a foreign branch of a U.S. bank.

Convertible Debt and Convertible Preferred Stock — A convertible security is a security — for example, a bond or preferred stock — that may be converted into common stock of the same or different issuer. The convertible security sets the price, quantity of shares and time period in which it may be so converted. Convertible stock is senior to a company’s common stock but is usually subordinated to debt obligations of the company. Convertible securities provide a steady stream of income which is generally at a higher rate than the income on the company’s common stock but lower than the rate on the company’s debt obligations. At the same time, they offer — through their conversion mechanism — the chance to participate in the capital appreciation of the underlying common stock. The price of a convertible security tends to increase and decrease with the market value of the underlying common stock.

Derivatives — A derivative is an investment instrument that derives its price, performance, value, or cash flow from one or more underlying securities or other interests. Derivatives involve costs and can be volatile. With derivatives, the investment adviser tries to predict whether the underlying investment — a security, market index, currency, interest rate or some other benchmark — will go up or down at some future date. We may use derivatives to try to reduce risk or to increase return consistent with a Portfolio’s overall investment objective. The investment adviser will consider other factors (such as cost) in deciding whether to employ any particular strategy, or use any particular instrument. Any derivatives we use may not fully offset a Portfolio’s underlying positions and this could result in losses to the Portfolio that would not otherwise have occurred.

Dollar Rolls — Dollar rolls involve the sale by the Portfolio of a security for delivery in the current month with a promise to repurchase from the buyer a substantially similar — but not necessarily the same — security at a set price and date in the future. During the “roll period,” the Portfolio does not receive any principal or interest on the security. Instead, it is compensated by the difference between the current sales price and the price of the future purchase, as well as any interest earned on the cash proceeds from the original sale.

Equity Swaps — In an equity swap, the Portfolio and another party agree to exchange cash flow payments that are based on the performance of equities or an equity index.

Forward Foreign Currency Exchange Contracts — A foreign currency forward contract is an obligation to buy or sell a given currency on a future date at a set price. When a Portfolio enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when a Portfolio anticipates the receipt in a foreign currency of dividends or interest payments on a security which it holds, the Portfolio may desire to “lock-in” the U.S. dollar price of the security or the U.S. dollar equivalent of such dividend or interest payment, as the case may be. By entering into a forward contract for a fixed amount of dollars, for the purchase or sale of the amount of foreign currency involved in the underlying transactions, the Portfolio will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the foreign currency during the period between the date on which the security is purchased or sold, or on which the dividend or interest payment is declared, and the date on which such payments are made or received. At the maturity of a forward contract, a Portfolio may either sell the security and make delivery of the foreign currency or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an “offsetting” contract with the same currency trader obligating it to purchase, on the same maturity date, the same amount of the foreign currency.

Futures Contracts — A futures contract is an agreement to buy or sell a set quantity of an underlying product at a future date, or to make or receive a cash payment based on the value of a securities index. When a futures contract is entered into, each party deposits with a futures commission merchant (or in a segregated account) approximately 5% of the contract amount. This is known as the “initial margin.” Every day during the futures contract, either the buyer or the futures commission merchant will make payments of “variation margin.” In other words, if the value of the underlying security, index or interest rate increases, then the buyer will have to add to the margin account so that the account balance equals approximately 5% of the value of the contract on that day. The next day, the value of the underlying security, index or interest rate may decrease, in which case the borrower would receive money from the account equal to the amount by which the account balance exceeds 5% of the value of the contract on that day. A stock index futures contract is an agreement between the buyer and the seller of the contract to transfer an amount of cash equal to the daily variation margin of the contract. No physical delivery of the underlying stocks in the index is made.

Interest Rate Swaps — In an interest rate swap, the Portfolio and another party agree to exchange interest payments. For example, the Portfolio may wish to exchange a floating rate of interest for a fixed rate. We would enter into that type of a swap if we think interest rates are going down.

Joint Repurchase Account — In a joint repurchase transaction, uninvested cash balances of various Portfolios are added together and invested in one or more repurchase agreements. Each of the participating Portfolios receives a portion of the income earned in the joint account based on the percentage of its investment.

Loans and Assignments — Loans are privately negotiated between a corporate borrower and one or more financial institutions. The Portfolio acquires interests in loans directly (by way of assignment from the selling institution) or indirectly (by way of the purchase of a participation interest from the selling institution. Purchasers of loans depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be adversely affected. Interests in loans are also subject to additional liquidity risks. Loans are not generally traded in organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications. Consequently, the liquidity of a loan will depend on the liquidity of these trading markets at the time that the Portfolio sells the loan.

In assignments, the Portfolio will have no recourse against the selling institution, and the selling institution generally makes no representations about the underlying loan, the borrowers, the documentation or the collateral. In addition, the rights against the borrower that are acquired by the Portfolio may be more limited than those held by the assigning lender.

Mortgage-related Securities are usually pass-through instruments that pay investors a share of all interest and principal payments from an underlying pool of fixed or adjustable rate mortgages. We may invest in mortgage-related securities issued and guaranteed by the U.S. government or its agencies like the Federal National Mortgage Association (Fannie Maes) and the Government National Mortgage Association (Ginnie Maes) and debt securities issued (but not guaranteed) by the Federal Home Loan Mortgage Company (Freddie Macs). Private mortgage-related securities that are not guaranteed by U.S. governmental entities generally have one or more types of credit enhancement to ensure timely receipt of payments and to protect against default.

Mortgage-related securities include collateralized mortgage obligations, multi-class pass through securities and stripped mortgage-backed securities. A collateralized mortgage-backed obligation (CMO) is a security backed by an underlying portfolio of mortgages or mortgage-backed securities that may be issued or guaranteed by entities such as banks, U.S. governmental entities or broker-dealers. A multi-class pass-through security is an equity interest in a trust composed of underlying mortgage assets. Payments of principal and interest on the mortgage assets and any reinvestment income provide the money to pay debt service on the CMO or to make scheduled distributions on the multi-class pass-through security. A stripped mortgage-backed security (MBS strip) may be issued by U.S. governmental entities or by private institutions. MBS strips take the pieces of a debt security (principal and interest) and break them apart. The resulting securities may be sold separately and may perform differently. MBS strips are highly sensitive to changes in prepayment and interest rates.

Options — A call option on stock is a short-term contract that gives the option purchaser or “holder” the right to acquire a particular equity security for a specified price at any time during a specified period. For this right, the option purchaser pays the option seller a certain amount of money or “premium” which is set before the option contract is entered into. The seller or “writer” of the option is obligated to deliver the particular security if the option purchaser exercises the option. A put option on stock is a similar contract. In a put option, the option purchaser has the right to sell a particular security to the option seller for a specified price at any time during a specified period. In exchange for this right, the option purchaser pays the option seller a premium. Options on debt securities are similar to stock options except that the option holder has the right to acquire or sell a debt security rather than an equity security. Options on stock indexes are similar to options on stocks, except that instead of giving the option holder the right to receive or sell a stock, it gives the holder the right to receive an amount of cash if the closing level of the stock index is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. The amount of cash the holder will receive is determined by multiplying the difference between the index’s closing price and the option’s exercise price, expressed in dollars, by a specified “multiplier”. Unlike stock options, stock index options are always settled in cash, and gain or loss depends on price movements in the stock market generally (or a particular market segment, depending on the index) rather than the price movement of an individual stock.

Real Estate Investment Trusts (REITs) — A REIT is a company that manages a portfolio of real estate to earn profits for its shareholders. Some REITs acquire equity interests in real estate and then receive income from rents and capital gains when the buildings are sold. Other REITs lend money to real estate developers and receive interest income from the mortgages. Some REITs invest in both types of interests.

Repurchase Agreements — In a repurchase transaction, the Portfolio agrees to purchase certain securities and the seller agrees to repurchase the same securities at an agreed upon price on a specified date. This creates a fixed return for the Portfolio.

Reverse Repurchase Agreements — In a reverse repurchase transaction, the Portfolio sells a security it owns and agrees to buy it back at a set price and date. During the period the security is held by the other party, the Portfolio may continue to receive principal and interest payments on the security.

Short Sales — In a short sale, we sell a security we do not own to take advantage of an anticipated decline in the stock’s price. The Portfolio borrows the stock for delivery and if it can buy the stock later at a lower price, a profit results.

Short Sales Against-the-Box — A short sale against-the-box means the Portfolio owns securities identical to those sold short.

When-Issued and Delayed Delivery Securities — With when-issued or delayed delivery securities, the delivery and payment can take place a month or more after the date of the transaction. A Portfolio will make commitments for when-issued transactions only with the intention of actually acquiring the securities. A Portfolio’s custodian will maintain in a segregated account, liquid assets having a value equal to or greater than such commitments. If the Portfolio chooses to dispose of the right to acquire a when-issued security prior to its acquisition, it could, as with the disposition of any other security, incur a gain or loss.

* * *

Except for the Money Market Portfolio, each Portfolio also follows certain policies when it borrows money (each Portfolio may borrow up to 5% of the value of its total assets, except that SP Large Cap Value Portfolio and SP Small/ Mid-Cap Value Portfolio may each borrow up to 33 1/3% of their total assets); lends its securities; and holds illiquid securities (a Portfolio may hold up to 15% of its net assets in illiquid securities, including securities with legal or contractual restrictions on resale, those without a readily available market and repurchase agreements with maturities longer than seven days). If the Portfolio were to exceed this limit, the investment adviser would take prompt action to reduce a Portfolio’s holdings in illiquid securities to no more than 15% of its net assets, as required by applicable law. A Portfolio is subject to certain investment restrictions that are fundamental policies, which means they cannot be changed without shareholder approval. For more information about these restrictions, see the SAI.

The Money Market Portfolio also follows certain policies when it borrows money (the Portfolio may borrow up to 5% of the value of its total assets) and holds illiquid securities (the Portfolio may hold up to 10% of its net assets in illiquid securities, including securities with legal or contractual restrictions on resale, those without a readily available market and repurchase agreements with maturities longer than seven days). If the Portfolio were to exceed this limit, the investment adviser would take prompt action to reduce the Portfolio’s holdings in illiquid securities to no more than 10% of its net assets, as required by applicable law. The Portfolio is subject to certain investment restrictions that are fundamental policies, which means they cannot be changed without shareholder approval. For more information about these restrictions, see the SAI.

We will consider other factors (such as cost) in deciding whether to employ any particular strategy or use any particular instrument. For more information about these strategies, see the SAI, “Investment Objectives and Policies of the Portfolios.”

HOW THE FUND IS MANAGED

Board Of Directors

The Board of Directors oversees the actions of the Investment Adviser, the sub-advisers and the Distributor and decides on general policies. The Board also oversees the Fund’s officers who conduct and supervise the daily business operations of the Fund.

Investment Adviser

Prudential Investments LLC (“PI”), a wholly-owned subsidiary of Prudential Financial, Inc., serves as the overall investment adviser for the Fund. PI is located at Gateway Center Three, 100 Mulberry Street, Newark, N.J. 07102-4077. PI and its predecessors have served as manager and administrator to investment companies since 1987. As of December 31, 2001, PI served as the investment manager to all of the Prudential U.S. and offshore investment companies, and as manager or administrator to closed-end investment companies, with aggregate assets of approximately $100.8 billion.

The Fund uses a “manager-of-managers” structure. Under this structure, PI is authorized to select (with approval of the Fund’s independent directors) one or more sub-advisers to handle the actual day-to-day investment management of each Portfolio. PI monitors each sub-adviser’s performance through quantitative and qualitative analysis, and periodically reports to the Fund’s board of directors as to whether each sub-adviser’s agreement should be renewed, terminated or modified. PI also is responsible for allocating assets among the sub-advisers if a Portfolio has more than one sub-adviser. In those circumstances, the allocation for each sub-adviser can range from 0% to 100% of a Portfolio’s assets, and PI can change the allocations without board or shareholder approval. The Fund will notify shareholders of any new sub-adviser or any material changes to any existing sub-advisory agreement.

The following chart lists the total annualized investment advisory fees paid in 2001 with respect to each of the Fund’s Portfolios.


	Total advisory fees as %
Portfolio	of average net assets

Equity		0.45
Global		0.75
Jennison (formerly, Prudential Jennison)		0.60
Money Market		0.40
Stock Index		0.35
Value		0.40
SP Aggressive Growth Asset Allocation		0.84	*
SP AIM Aggressive Growth		0.95
SP AIM Core Equity (formerly, SP AIM Growth and Income)		0.85
SP Alliance Large Cap Growth		0.90
SP Alliance Technology		1.15
SP Balanced Asset Allocation		0.75	*
SP Conservative Asset Allocation		0.71	*
SP Davis Value		0.75
SP Deutsche International Equity		0.90
SP Growth Asset Allocation		0.80	*
SP INVESCO Small Company Growth		0.95
SP Jennison International Growth		0.85
SP Large Cap Value		0.80
SP MFS Capital Opportunities		0.75
SP MFS Mid-Cap Growth		0.80
SP PIMCO High Yield		0.60
SP PIMCO Total Return		0.60
SP Prudential U.S. Emerging Growth		0.60
SP Small/Mid-Cap Value		0.90
SP Strategic Partners Focused Growth		0.90

Each Asset Allocation Portfolio invests only in shares of other underlying Fund Portfolios. The advisory fees for the Asset Allocation Portfolios are the product of a blend of the advisory fees of the underlying Fund Portfolios, plus a 0.05% annual advisory fee paid to PI. The only advisory fee directly paid by the Asset Allocation Portfolios is the 0.05% fee paid to PI.

Investment Sub-Advisers

Each Portfolio has one or more sub-advisers providing the day-to-day investment management. PI pays each sub-adviser out of the fee that PI receives from the Fund.

Jennison Associates LLC (Jennison) serves as the sole sub-adviser for the Global Portfolio, the Jennison Portfolio, the SP Jennison International Growth Portfolio, and the SP Prudential U.S. Emerging Growth Portfolio. Jennison serves as a sub-adviser for a portion of the assets of the Equity Portfolio, the Value Portfolio and the SP Strategic Partners Focused Growth Portfolio. Jennison’s address is 466 Lexington Avenue, New York, New York 10017. Jennison is a wholly owned subsidiary of Prudential Financial, Inc. As of December 31, 2001, Jennison had over $62 billion in assets under management for institutional and mutual fund clients.

Prudential Investment Management, Inc. (PIM) serves as the sole sub-adviser for the Money Market Portfolio and the Stock Index Portfolio. PIM is a wholly owned subsidiary of Prudential Financial, Inc. PIM’s address is Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102.

A I M Capital Management, Inc. (A I M Capital) serves as sub-adviser to the SP AIM Aggressive Growth Portfolio and the SP AIM Core Equity Portfolio. The firm is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

The sub-adviser provides investment advisory services to each Portfolio by obtaining and evaluating economic, statistical and financial information and formulating and implementing investment programs. A I M Capital, together with its affiliates, advises or manages approximately 150 investment portfolios as of December 31, 2001, encompassing a broad range of investment objectives. A I M Capital uses a team approach to investment management. As of December 31, 2001, A I M and its affiliates managed approximately $158 billion in assets.

Alliance Capital Management, L.P. (Alliance) serves as the sub-adviser to the SP Alliance Technology Portfolio, SP Alliance Large Cap Growth Portfolio and a portion of the SP Strategic Partners Focused Growth Portfolio. The sub-adviser is located at 1345 Avenue of the Americas, New York, New York 10105. Alliance is a leading international investment manager. Alliance’s clients are primarily major corporate employee benefit funds, public employee retirement systems, investment companies, foundations and endowment funds. As of December 31, 2001, Alliance managed $455 billion in assets.

Davis Selected Advisers, L.P. (Davis) serves as the sub-adviser to the SP Davis Value Portfolio. Davis is located at 2429 East Elvira Road, Suite 101, Tucson, Arizona 85706. As of December 31, 2001, Davis managed approximately $41.8 billion in assets.

Deutsche Asset Management, Inc. (DAMI) serves as a sub-adviser to the SP Deutsche International Equity Portfolio and as subadviser for approximately 25% of the assets of the Value Portfolio. DAMI is a wholly-owned subsidiary of Deutsche Bank AG. As of December 31, 2001 DAMI’s total assets under management exceeded $96.1 billion. DAMI’s address is 280 Park Avenue, New York, New York 10017.

Fidelity Management & Research Company (FMR) is the sub-adviser to the SP Large Cap Value Portfolio and the SP Small/Mid-Cap Value Portfolio. As of December 31, 2001, FMR and its wholly-owned subsidiaries had approximately $912 billion in assets under management. The address of FMR is 82 Devonshire Street, Boston, Massachusetts 02109.

GE Asset Management, Incorporated (GEAM) serves as a sub-adviser to approximately 25% of the Equity Portfolio. GEAM’s ultimate parent is General Electric Company. Its address is 3003 Summer Street, Stamford, Connecticut 06904. As of December 31, 2001, GEAM oversees in excess of $112.2 billion under management.

INVESCO Funds Group, Inc. (INVESCO), located at 4350 South Monaco Street, Denver, Colorado 80237, is the sub-adviser of the SP INVESCO Small Company Growth Portfolio. INVESCO was founded in 1932 and as of December 31, 2001, managed almost $35 billion in assets. INVESCO is a subsidiary of AMVESCAP PLC, an international investment management company based in London, with money managers in Europe, North and South America and the Far East.

Massachusetts Financial Services Company (MFS), located at 500 Boylston Street, Boston, Massachusetts, acts as the sub-adviser for the SP MFS Capital Opportunities Portfolio and the SP MFS Mid-Cap Growth Portfolio. MFS and its predecessor organizations have a history of money management dating from 1924. MFS is an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada. As of November 30, 2001, MFS managed over $135.3 billion in assets.

Pacific Investment Management Company LLC (PIMCO) acts as the sole sub-adviser for the SP PIMCO Total Return Portfolio and the SP PIMCO High Yield Portfolio. PIMCO is located at 840 Newport Center Drive, Newport Beach, California 92660 and is a subsidiary of Allianz Dresdner Asset Management of America L.P., formerly PIMCO Advisors L.P. As of December 31, 2001, PIMCO managed over $241 billion in assets.

Salomon Brothers Asset Management Inc. (Salomon) serves as sub-adviser for a portion of the assets of the Equity Portfolio. Salomon is part of the global asset management arm of Citigroup Inc., which was formed in 1998 as a result of the merger of Travelers Group and Citicorp Inc. As of December 31, 2001, Salomon managed more than $30 billion in total assets. Salomon’s address is 125 Broad Street, New York, New York 10004.

Victory Capital Management Inc. (Victory) (formerly, Key Asset Management Inc.) serves as a sub-adviser for a portion of the assets of the Value Portfolio. Victory is a wholly-owned subsidiary of KeyCorp, Inc. As of December 31, 2001, Victory’s total assets under management exceeded $72 billion. Victory’s address is 127 Public Square, Cleveland, Ohio 44114.

Portfolio Managers

An Introductory Note About Prudential Investment Management’s Fixed Income Group

PIM’s Fixed Income Group, which provides portfolio management services to the Money Market Portfolio, manages more than $135 billion for Prudential’s retail investors, institutional investors, and policyholders. Senior Managing Director James J. Sullivan heads the Group, which is organized into teams specializing in different market sectors. Top-down, broad investment decisions are made by the Fixed Income Policy Committee, whereas bottom-up security selection is made by the sector teams.

Prior to joining PIM in 1998, Mr. Sullivan was a Managing Director in Prudential’s Capital Management Group, where he oversaw portfolio management and credit research for Prudential’s General Account and subsidiary fixed-income portfolios. He has more than 18 years of experience in risk management, arbitrage trading and corporate bond investing.

The Fixed Income Investment Policy Committee is comprised of key senior investment managers, including Fixed Income’s Chief Investment Officer and the head of risk management. The Committee uses a top-down approach to investment strategy, asset allocation and general risk management, identifying sectors in which to invest.

Equity Portfolio

Jeffrey Siegel, Bradley Goldberg and David Kiefer are co-managers of the portion of the Portfolio assigned to Jennison. Mr. Siegel has been an Executive Vice President of Jennison since June 1999. Previously he was at TIAA-CREF from 1988-1999, where he held positions as a portfolio manager and analyst. Prior to joining TIAA-CREF, Mr. Siegel was an analyst for Equitable Capital Management and held positions at Chase Manhattan Bank and First Fidelity Bank. Mr. Siegel earned a B.A. from Rutgers University. Mr. Goldberg is an Executive Vice President of Jennison, where he also serves as Chairman of the Asset Allocation Committee. Prior to joining Jennison in 1974 he served as Vice President and Group Head in the Investment Research Division of Bankers Trust Company. He earned a B.S. from the University of Illinois and an M.B.A. from New York University. Mr. Goldberg holds a Chartered Financial Analyst (C.F.A.) designation. Mr. Kiefer has been a Senior Vice President of Jennison since September 2000. Previously, he was a Managing Director of Prudential Global Asset Management and has been with Prudential since 1986. Mr. Kiefer earned a B.S. from Princeton University and an M.B.A. from Harvard Business School. He holds a Chartered Financial Analyst (C.F.A.) designation.

Richard Sanderson, Senior Vice President and Director of Investment Research, Domestic Equities, for GEAM, manages the portion of the Equity Portfolio assigned to GEAM. Mr. Sanderson, a Chartered Financial Analyst, has 29 years of asset management experience and has been employed with GEAM for over 5 years, and holds B.A. and M.B.A. degrees from the University of Michigan.

Michael Kagan, a Director of Salomon, manages the portion of the Equity Portfolio assigned to Salomon. Mr. Kagan has over 15 years of asset management experience, including experience as an analyst covering the consumer products, aerospace, chemicals, and housing industries. Mr. Kagan received his B.A. from Harvard College and attended the MIT Sloan School of Management.

Global Portfolio

Daniel Duane and Michelle Picker manage this Portfolio. Mr. Duane has been an Executive Vice President of Jennison since October 2000 and was previously a Managing Director of Prudential Global Asset Management. He has been managing the Portfolio since 1991. Prior to joining Prudential, he was with First Investors Asset Management where he was in charge of all global equity investments. He earned a B.A. from Boston College, a Ph.D. from Yale University and an M.B.A. from New York University. He holds a Chartered Financial Analyst (C.F.A.) designation. Michelle Picker has been a Vice President of Jennison since October 2000 and was previously a Vice President of Prudential Investment Management, Inc. Ms. Picker joined Prudential in 1992 and has co-managed the Portfolio since October 1997. Ms. Picker earned a B.A. from the University of Pennsylvania and an M.B.A. from New York University. She holds a Chartered Financial Analyst (C.F.A.) designation.

Jennison Portfolio

This Portfolio has been managed by Spiros Segalas, Michael Del Balso and Kathleen McCarragher of Jennison since 1999. Mr. Segalas is a founding member and a Director, President and Chief Investment Officer of Jennison. He has been in the investment business for over 41 years. Mr. Del Balso, a Director and Executive Vice President of Jennison, is also Jennison’s Director of Equity Research. He has been part of the Jennison team since 1972 when he joined the firm from White, Weld & Company. Mr. Del Balso is a member of the New York Society of Security Analysts. Ms. McCarragher, Director and Executive Vice President of Jennison, is also Jennison’s Domestic Equity Investment Strategist. Prior to joining Jennison in 1998, she was a Managing Director and Director of Large Cap Growth Equities at Weiss, Peck &Greer L. L. C. Prior to 1992, Ms. McCarragher served as an analyst, portfolio manager and member of the Investment Committee for State Street Research & Management Company.

Money Market Portfolio

The Money Market Team of PIM, headed by Joseph Tully, is primarily responsible for overseeing the day-to-day management of the Portfolio. This team uses a bottom-up approach, which focuses on individual securities, while staying within the guidelines of the Investment Policy Committee and the Portfolio’s investment restrictions and policies.

Money Market Team

Assets Under Management (as of December 31, 2001): $52 billion.

Team Leader: Joseph Tully. General Investment Experience: 18 years.

Portfolio Managers: 8. Average General Investment Experience: 12 years, which includes team members with significant mutual fund experience.

Sector: High-quality short-term debt securities, including both taxable and tax-exempt instruments.

Investment Strategy: Focus is on safety of principal, liquidity and controlled risk.

Stock Index Portfolio

John Moschberger, CFA, Vice President of PIM, has managed this Portfolio since 1990. Mr. Moschberger joined Prudential in 1980 and has been a portfolio manager since 1986.

Value Portfolio

Tom Kolefas and Bradley Goldberg are the co-portfolio managers of the portion of the Portfolio assigned to Jennison. Mr. Kolefas has been a Senior Vice President of Jennison since September 2000. Previously, he was a Managing Director and Senior Portfolio Manager of Prudential Global Asset Management. He joined Prudential in May 2000 from Loomis Sayles and Company, L.P., where he headed the Large/Mid-Cap Value Team. Prior to 1996, Mr. Kolefas was employed by Mackay Shields Financial as a portfolio manager for five years. Mr. Kolefas earned a B. S. from the Cooper Union School of Engineering and an M.B.A. from New York University and holds the Chartered Financial Analyst (C.F.A.) designation. Mr. Goldberg is an Executive Vice President of Jennison, and also serves as Chairman of the Asset Allocation Committee. He joined Jennison in 1974. Prior to joining Jennison, he served as Vice President and Group Head in the Investment Research Division of Bankers Trust Company. He earned a B.S. from the University of Illinois and an M.B.A. from the New York University. Mr. Goldberg holds the Chartered Financial Analyst (C.F.A.) designation.

James Giblin, a Chartered Financial Analyst, manages the portion of the Portfolio assigned to DAMI. Mr. Giblin joined DAMI in 1995 with 22 years of investment experience, including 15 years as a portfolio manager for Cigna Equity Advisors. He received his B.S. from Pennsylvania State University and an M.B.A. from the Wharton School, University of Pennsylvania.

Neil A. Kilbane manages the portion of the Portfolio assigned to Victory. Mr. Kilbane is a Senior Portfolio and Managing Director for Victory, and is a Chartered Financial Analyst. Mr. Kilbane began his investment career with Victory in 1995, and prior to that was employed by Duff & Phelps Investment Management Company and National City Bank. Mr. Kilbane holds a B.S. from Cleveland State University, an M.S. from Kansas State University, and an M.B.A. from Tulsa University.

SP AIM Aggressive Growth Portfolio

A I M Capital Management, Inc. (A I M Capital) uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the Portfolio are Ryan E. Crane, Portfolio Manager, who has been responsible for the Portfolio since 2000 and has been associated with A I M Capital and/or its affiliates since 1994, Jay K. Rushin, CFA, Portfolio Manager, who has been responsible for the Portfolio since 2001 and has been associated with A I M Capital and/or its affiliates since 1994, and Robert M. Kippes, Senior Portfolio Manager, who has been associated with A I M Capital and/or its affiliates since 1989.

SP AIM Core Equity Portfolio

Ronald Sloan, Senior Portfolio Manager, joined AIM Capital in 1998 from Verissimo Research and Management, where he served as president since 1993. Prior to Verissimo Research and Management, he was partner and executive vice president at Wood Island Associates, Inc. /Siebel Capital Management, Inc. from 1981 to 1993. Mr. Sloan has been in the investment industry since 1971. Mr. Sloan holds a B.S. in business administration as well as an M.B.A. from the University of Missouri. He is a Chartered Financial Analyst.

Michael Yellen, Portfolio Manager, joined AIM Capital in 1994 from INVESCO (NY), Inc., formerly known as Chancellor LGT Asset Management, Inc., as an investment analyst for health care industries. He also had primary responsibility for the GT Applied Science Fund and the GT Healthcare Fund, both offshore funds, until assuming his present responsibilities with AIM Capital. Mr. Yellen began his career at Franklin Resources, Inc. as a senior securities analyst. Mr. Yellen holds a B.A. from Stanford University.

SP Alliance Large Cap Growth Portfolio

Alfred Harrison, Director and Vice Chairman of Alliance Capital Management Corporation (ACMC) leads the team managing this Portfolio, with Syed Hasnain, a Senior Portfolio Manager, also being directly involved.

Mr. Hasnain joined ACMC after working as a strategist with Merrill Lynch Capital Markets. Previously he was an international economist with Citicorp and a financial analyst at Goldman Sachs & Co. He holds a M. Phil in Finance from Cambridge University, and Sc.B. from Brown University, and studied towards a doctorate at Stanford Business School. Investment experience: 12 years.

SP Alliance Technology Portfolio

Gerald T. Malone manages the SP Alliance Technology Portfolio. Mr. Malone is a Senior Vice President of Alliance Capital Management Corporation (ACMC) and has been associated with ACMC for more than five years.

SP Asset Allocation Portfolios

For the four Asset Allocation Portfolios, PI invests in shares of other Fund Portfolios within the product according to the percentage allocations discussed in this prospectus.

SP Davis Value Portfolio

The following individuals provide day-to-day management of the SP Davis Value Portfolio.

Christopher C. Davis

Responsibilities:

• President of Davis New York Venture Fund, Inc.

• Also manages or co-manages other equity funds advised by Davis Selected Advisers.

Other Experience:

• Portfolio Manager of Davis New York Venture Fund since October 1995.

• Assistant Portfolio Manager and research analyst working with Shelby M. C. Davis from September 1989 to September 1995.

Kenneth Charles Feinberg

Responsibilities:

• Co-Portfolio Manager of Davis New York Venture Fund with Christopher C. Davis since May 1998.

• Also co-manages other equity funds advised by Davis Selected Advisers.

Other Experience:

• Research analyst at Davis Selected Advisers since December 1994.

• Assistant Vice President of Investor Relations for Continental Corp. from 1988 to 1994.

SP Deutsche International Equity Portfolio

The following portfolio managers are responsible for the day-to-day management of the Portfolio’s investments:

Irene Cheng, Manager Director

• Head of EAFE Portfolio Selection Team

• Joined firm in 1993 after 10 years of experience as portfolio manager at Blackstone Group and an equity analyst at Sanford C. Bernstein & Co., Inc. — BA from Harvard /Radcliffe (1976), MS from MIT (1978) and MBA from Harvard Business School (1980)

• BA from Harvard /Radcliffe (1976), MS from MIT (1978) and MBA from Harvard Business School (1980)

Alex Tedder, Director

• Portfolio Manager, EAFE Portfolio Selection Team; Head of International Select Equity strategy

• Joined the Company in 1994, previously managing European equities and responsible for insurance sector with 4 years of experience at Schroder Investment Management

• MA from Freiburg University

Marc Slendebroek, Vice President

• Portfolio Manager, EAFE Portfolio Selection Team

• Joined the Company in 1994 after 5 years of experience as an equity analyst at Kleinwort Benson Securities and at Enskilda Securities

• MA from University of Leiden, Netherlands

Clare Brody, CFA, Director

• Portfolio Manager, EAFE Portfolio Selection Team

• Joined the Company in 1993 after 3 years of experience in international investments and corporate finance with Citicorp Securities

• BSc from Cornell University

Stuart Kirk, Associate Director

• Portfolio Manager, EAFE Portfolio Selection Team

• Joined the Company in 1995 as analyst and fund manager

• MA from Cambridge University

SP INVESCO Small Company Growth Portfolio

The following individual is primarily responsible for the day-to-day management of the Portfolio’s holdings:

Stacie Cowell is the lead portfolio manager of the SP INVESCO Small Company Growth Portfolio and a Chartered Financial Analyst (CFA) who joined INVESCO in 1997. She is also a vice president of INVESCO. Before joining the company, she was senior equity analyst with Founders Asset Management and capital markets and trading analyst with Chase Manhattan Bank in New York. She holds a B.A. in Economics from Colgate University and an M.S. from the University of Colorado (Boulder).

SP Jennison International Growth Portfolio

The Portfolio is co-managed by Blair Boyer and Daniel Duane. Mr. Boyer, Executive Vice President of Jennison, has been in the investment business for over 18 years. Prior to joining Jennison in March 1993, he managed international equity portfolios at Arnhold and S. Bleichroeder, Inc. Previously, he was a research analyst and senior portfolio manager at Verus Capital. He earned a B.A. from Bucknell University in 1983 and an M.B.A. from New York University in 1988. Mr. Duane has been an Executive Vice President of Jennison since October 2000 and was previously a Managing Director of Prudential Global Asset Management. Prior to joining Prudential, he 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 Fulbright Scholar at the University of Tubingen in Germany. He holds a Chartered Financial Analyst (C.F.A.) designation.

SP Large Cap Value Portfolio And SP Small/Mid-Cap Value Portfolio

Fidelity Management & Research Company (FMR) is the Portfolios’ sub-adviser. Robert Macdonald is portfolio manager of the SP Large Cap Value Portfolio and the SP Small/Mid-Cap Value Portfolio. Mr. Macdonald is a senior vice president and portfolio manager for other accounts managed by FMR and its affiliates. He joined FMR in 1985.

SP MFS Capital Opportunities Portfolio

The Portfolio is managed by Maura A. Shaughnessy, a Senior Vice President of Massachusetts Financial Services Company (MFS), who has been employed in the investment management area of MFS since 1991.

SP MFS Mid-Cap Growth Portfolio

The Portfolio is managed by Mark Regan, a Senior Vice President of MFS, who has been employed in the investment management area of MFS since 1989 and David E. Sette-Ducati, a Vice President of MFS, has been employed in the investment management area of MFS since 1995.

MFS and its predecessor organizations have a history of money management dating from 1924. MFS is an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada.

SP PIMCO High Yield Portfolio

The Portfolio is managed by Benjamin L. Trosky. Mr. Trosky, Managing Director of PIMCO, joined PIMCO as a portfolio manager in 1990, and has managed fixed income accounts for various institutional clients and funds since that time.

SP PIMCO Total Return Portfolio

The Portfolio is managed by a portfolio management team led by William H. Gross, Managing Director, Chief Investment Officer and a founding partner of PIMCO. The portfolio management team develops and implements strategy for the Portfolio.

SP Prudential U.S. Emerging Growth Portfolio

Susan Hirsch, Executive Vice President of Jennison, has managed the retail fund counterpart of this Portfolio since it began. Prior to joining Jennison, Ms. Hirsch was a Managing Director of Prudential Investments, which she joined in July 1996. Before that she was employed by Lehman Brothers Global Asset Management from 1986 to 1996 and Delphi Asset Management in 1996. She managed growth stock portfolios at both firms. Ms. Hirsch holds a B.S. from Brooklyn College and is a member of the Financial Analysts Federation and the New York Society of Security Analysts.

SP Strategic Partners Focused Growth Portfolio

Alfred Harrison is portfolio manager for the portion of the Portfolio’s assets advised by Alliance. Mr. Harrison joined Alliance in 1978 and is manager of the firm’s Minneapolis office. He is Vice Chairman of Alliance Capital Management Corporation.

Spiros Segalas and Kathleen McCarragher are co-portfolio managers for the portion of the Portfolio’s assets advised by Jennison. Mr. Segalas is a Director, founding member and President and Chief Investment Officer of Jennison. He has been in the investment business for over 41 years. Ms. McCarragher, Director and Executive Vice President of Jennison, is also Jennison’s Domestic Equity Investment Strategist. Prior to joining Jennison in 1998, she was a Managing Director and Director of Large Cap Growth Equities at Weiss, Peck & Greer LLC. Prior to 1992, Ms. McCarragher served as an analyst portfolio manager and member of the Investment Committee for State Street Research and Management Company.

HOW TO BUY AND SELL SHARES OF THE FUND

The Fund offers two classes of shares in each Portfolio — Class I and Class II. Each Class participates in the same investments within a given Portfolio, but the Classes differ as far as their charges. Class I shares are sold only to separate accounts of Prudential Insurance Company of America and its affiliates as investment options under certain Contracts. Class II is offered only to separate accounts of non-Prudential insurance companies as investment options under certain of their Contracts. Please refer to the accompanying Contract prospectus to see which Portfolios are available through your Contract.

The Fund sells its shares to separate accounts issuing variable annuity contracts and variable life insurance policies. To the extent dictated by its agreement with a separate account, the Fund will cooperate with the separate account in monitoring for transactions that are indicative of market timing. In addition, to the extent permitted by applicable laws and agreements, the Fund may cease selling its shares to a separate account to prevent market timing transactions.

The way to invest in the Portfolios is through certain variable life insurance and variable annuity contracts. Together with this prospectus, you should have received a prospectus for such a Contract. You should refer to that prospectus for further information on investing in the Portfolios.

Both Class I and Class II shares of a Portfolio are sold without any sales charge at the net asset value of the Portfolio. Class II shares, however, are subject to an annual distribution or “12b-1” fee of 0.25% and an administration fee of 0.15% of the average daily net assets of Class II. Class I shares do not have a distribution or administration fee.

Shares are redeemed for cash within seven days of receipt of a proper notice of redemption or sooner if required by law. There is no redemption charge. We may suspend the right to redeem shares or receive payment when the New York Stock Exchange is closed (other than weekends or holidays), when trading on the New York Stock Exchange is restricted, or as permitted by the SEC.

Net Asset Value

Any purchase or sale of Portfolio shares is made at the net asset value, or NAV, of such shares. The price at which a purchase or redemption is made is based on the next calculation of the NAV after the order is received in good order. The NAV of each share class of each Portfolio is determined on each day the New York Stock Exchange is open for trading as of the close of the exchange’s regular trading session (which is generally 4: 00 p.m. New York time). The NYSE is closed on most national holidays and Good Friday. The Fund does not price, and shareholders will not be able to purchase or redeem, the Fund’s shares on days when the NYSE is closed but the primary markets for the Fund’s foreign securities are open, even though the value of these securities may have changed. Conversely, the Fund will ordinarily price its shares, and shareholders may purchase and redeem shares, on days that the NYSE is open but foreign securities markets are closed.

The NAV for each of the Portfolios other than the Money Market Portfolio is determined by a simple calculation. It’s the total value of a Portfolio (assets minus liabilities) divided by the total number of shares outstanding. The NAV for the Money Market Portfolio will ordinarily remain at $10 per share. (The price of each share remains the same but you will have more shares when dividends are declared.)

To determine a Portfolio’s NAV, its holdings are valued as follows:

Equity Securities are generally valued at the last sale price on an exchange or NASDAQ, or if there is not a sale on that day, at the mean between the most recent bid and asked prices on that day. If there is no asked price, the security will be valued at the bid price. Equity securities that are not sold on an exchange or NASDAQ are generally valued by an independent pricing agent or principal market maker.

A Portfolio may own securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Portfolios do not price their shares. Therefore, the value of a Portfolio’s assets may change on days when shareholders cannot purchase or redeem Portfolio shares.

All Short-term Debt Securities held by the Money Market Portfolio are valued at amortized cost. The amortized cost valuation method is widely used by mutual funds. It means that the security is valued initially at its purchase price and then decreases in value by equal amounts each day until the security matures. It almost always results in a value that is extremely close to the actual market value. The Fund’s Board of Directors has established procedures to monitor whether any material deviation between valuation and market value occurs and if so, will promptly consider what action, if any, should be taken to prevent unfair results to Contract owners.

For each Portfolio other than the Money Market Portfolio, short-term debt securities, including bonds, notes, debentures and other debt securities, and money market instruments such as certificates of deposit, commercial paper, bankers’ acceptances and obligations of domestic and foreign banks, with remaining maturities of more than 60 days, for which market quotations are readily available, are valued by an independent pricing agent or principal market maker (if available, otherwise a primary market dealer).

Short-term Debt Securities with remaining maturities of 60 days or less are valued at cost with interest accrued or discount amortized to the date of maturity, unless such valuation, in the judgment of Prudential or a sub-adviser, does not represent fair value.

Convertible debt securities that are traded in the over-the-counter market, including listed convertible debt securities for which the primary market is believed by PI or a sub-adviser to be over-the-counter, are valued at the mean between the last bid and asked prices provided by a principal market maker (if available, otherwise a primary market dealer).

Other debt securities — those that are not valued on an amortized cost basis — are valued using an independent pricing service.

Options on stock and stock indexes that are traded on a national securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no such sale on such day, at the mean between the most recently quoted bid and asked prices on such exchange.

Futures contracts and options on futures contracts are valued at the last sale price at the close of the commodities exchange or board of trade on which they are traded. If there has been no sale that day, the securities will be valued at the mean between the most recently quoted bid and asked prices on that exchange or board of trade.

Forward currency exchange contracts are valued at the cost of covering or offsetting such contracts calculated on the day of valuation. Securities which are valued in accordance herewith in a currency other than U.S. dollars shall be converted to U.S. dollar equivalents at a rate obtained from a recognized bank, dealer or independent service on the day of valuation.

Over-the-counter (OTC) options are valued at the mean between bid and asked prices provided by a dealer (which may be the counterparty). A sub-adviser will monitor the market prices of the securities underlying the OTC options with a view to determining the necessity of obtaining additional bid and ask quotations from other dealers to assess the validity of the prices received from the primary pricing dealer.

Securities for which no market quotations are available will be valued at fair value by PI under the direction of the Fund’s Board of Directors. The Fund also may use fair value pricing if it determines that a market quotation is not reliable based among other things, on events 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., but also may occur with U.S. - traded securities. The fair value of a portfolio security that the Fund uses to determine its NAV may differ from the security’s quoted or published price. For purposes of computing the Fund’s NAV, we will value the Fund’s futures contracts 15 minutes after the close of regular trading on the New York Stock Exchange (NYSE). Except when we fair value securities, we normally value each foreign security held by the Fund as of the close of the security’s primary market.

Distributor

Prudential Investment Management Services LLC (PIMS) distributes the Fund’s shares under a Distribution Agreement with the Fund. PIMS’ principal business address is Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-3777. The Fund has adopted a distribution plan under Rule 12b-1 of the Investment Company Act of 1940 covering Class II shares. Under that plan, Class II of each Portfolio pays to PIMS a distribution or “12b-1” fee at the annual rate of 0.25% of the average daily net assets of Class II. This fee pays for distribution services for Class II shares. Because these fees are paid out of the Portfolio’s assets on an on-going basis, over time these fees will increase the cost of your investment in Class II shares and may cost you more than paying other types of sales charges. These 12b-1 fees do not apply to Class I.

OTHER INFORMATION

Federal Income Taxes

If you own or are considering purchasing a variable contract, you should consult the prospectus for the variable contract for tax information about that variable contract. You should also consult with a qualified tax adviser for information and advice.

The SAI provides information about certain tax laws applicable to the Fund.

Monitoring For Possible Conflicts

The Fund sells its shares to fund variable life insurance contracts and variable annuity contracts and is authorized to offer its shares to qualified retirement plans. Because of differences in tax treatment and other considerations, it is possible that the interest of variable life insurance contract owners, variable annuity contract owners and participants in qualified retirement plans could conflict. The Fund will monitor the situation and in the event that a material conflict did develop, the Fund would determine what action, if any, to take in response.

Financial Highlights

The financial highlights which follow will help you evaluate the financial performance of each Portfolio available under your Contract. The total return in each chart represents the rate that a shareholder earned on an investment in that share class of the Portfolio, assuming reinvestment of all dividends and other distributions. The charts do not reflect any charges under any variable contract. The information is for Class I shares for the periods indicated, unless otherwise indicated.

The information has been audited by PricewaterhouseCoopers LLP, whose unqualified report, along with the financial statements, appears in the annual report, which is available upon request.

Financial Highlights


			Equity Portfolio

			Class I															Class II

			Year Ended															Year Ended						May 3, 1999(c)
			December 31,															December 31,						through
																								December 31,
			2001			2000			1999			1998			1997			2001			2000			1999

Per Share Operating Performance:
Net Asset Value, beginning of period			$	24.50		$	28.90		$	29.64		$	31.07		$	26.96		$	24.51		$	28.92		$	32.79

Income from Investment Operations:
Net investment income				0.18			0.51			0.54			0.60			0.69			0.09			0.39			0.28
Net realized and unrealized gains (losses) on investments				(2.83	)		0.26			3.02			2.21			5.88			(2.83	)		0.26			(0.60	)

		Total from investment operations		(2.65	)		0.77			3.56			2.81			6.57			(2.74	)		0.65			(0.32	)

Less Distributions:
Dividends from net investment income				(0.18	)		(0.51	)		(0.53	)		(0.60	)		(0.70	)		(0.10	)		(0.40	)		(0.34	)
Distributions in excess of net investment income				—			(0.02	)		—			—			—			—			(0.02	)		—
Distributions from net realized gains				(1.18	)		(4.64	)		(3.77	)		(3.64	)		(1.76	)		(1.18	)		(4.64	)		(3.21	)

		Total distributions		(1.36	)		(5.17	)		(4.30	)		(4.24	)		(2.46	)		(1.28	)		(5.06	)		(3.55	)

Net Asset Value, end of period			$	20.49		$	24.50		$	28.90		$	29.64		$	31.07		$	20.49		$	24.51		$	28.92

Total Investment Return(a)				(11.18	)%		3.28	%		12.49	%		9.34	%		24.66	%		(11.57	)%		2.83	%		(0.68	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	4,615.9		$	5,652.7		$	6,235.0		$	6,247.0		$	6,024.0		$	1.1		$	1.8		$	0.3
Ratios to average net assets:
	Expenses			0.49	%		0.49	%		0.47	%		0.47	%		0.46	%		0.89	%		0.91	%		0.87	%(b)
	Net investment income			0.84	%		1.75	%		1.72	%		1.81	%		2.27	%		0.45	%		1.26	%		1.33	%(b)
Portfolio turnover rate				153	%		78	%		9	%		25	%		13	%		153	%		78	%		9	%

(a)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for less than a full year are not annualized.

(b)		Annualized.

(c)		Commencement of offering of Class II shares.


			Global Portfolio

			Year Ended
			December 31,

			2001			2000			1999			1998			1997

Per Share Operating Performance:
Net Asset Value, beginning of year			$	23.61		$	30.98		$	21.16		$	17.92		$	17.85

Income from Investment Operations:
Net investment income				0.09			0.07			0.06			0.07			0.09
Net realized and unrealized gains (losses) on investments				(3.58	)		(5.30	)		10.04			4.38			1.11

		Total from investment operations		(3.49	)		(5.23	)		10.10			4.45			1.20

Less Distributions:
Dividends from net investment income				(0.06	)		(0.07	)		—			(0.16	)		(0.13	)
Distributions in excess of net investment income				—			(0.13	)		(0.10	)		(0.12	)		(0.10	)
Distributions from net realized gains				(4.77	)		(1.94	)		(0.18	)		(0.93	)		(0.90	)

		Total distributions		(4.83	)		(2.14	)		(0.28	)		(1.21	)		(1.13	)

Net Asset Value, end of year			$	15.29		$	23.61		$	30.98		$	21.16		$	17.92

Total Investment Return(a)				(17.64	)%		(17.68	)%		48.27	%		25.08	%		6.98	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)			$	885.0		$	1,182.1		$	1,298.3		$	844.5		$	638.4
Ratios to average net assets:
	Expenses			0.84	%		0.85	%		0.84	%		0.86	%		0.85	%
	Net investment income			0.58	%		0.25	%		0.21	%		0.29	%		0.47	%
Portfolio turnover rate				67	%		95	%		76	%		73	%		70	%

(a)

Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.


			Jennison Portfolio (formerly, Prudential Jennison Portfolio)

			Class I															Class II

			Year Ended																		February 10, 2000(a)
			December 31, 2001															Year Ended			through
																		December 31,			December 31,
			2001			2000			1999			1998			1997			2001			2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	22.97		$	32.39		$	23.91		$	17.73		$	14.32		$	22.88		$	34.25

Income From Investment Operations:
Net investment income (loss)				0.04			0.01			0.05			0.04			0.04			0.01			(0.03	)
Net realized and unrealized gains (losses) on investments				(4.22	)		(5.61	)		9.88			6.56			4.48			(4.25	)		(7.54	)

		Total from investment operations		(4.18	)		(5.60	)		9.93			6.60			4.52			(4.24	)		(7.57	)

Less Distributions:
Dividends from net investment income				(0.03	)		—	(d)		(0.05	)		(0.04	)		(0.04	)		—	(d)		—	(d)
Distributions from net realized gains				(0.19	)		(3.82	)		(1.40	)		(0.38	)		(1.07	)		(0.19	)		(3.80	)

		Total distributions		(0.22	)		(3.82	)		(1.45	)		(0.42	)		(1.11	)		(0.19	)		(3.80	)

Net Asset Value, end of period			$	18.57		$	22.97		$	32.39		$	23.91		$	17.73		$	18.45		$	22.88

Total Investment Return(b)				(18.25	)%		(17.38	)%		41.76	%		37.46	%		31.71	%		(18.60	)%		(22.19	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	2,186.9		$	2,892.7		$	2,770.7		$	1,198.7		$	495.9		$	59.6		$	13.3
Ratios to average net assets:
	Expenses			0.64	%		0.64	%		0.63	%		0.63	%		0.64	%		1.04	%		1.04	%(c)
	Net investment income (loss)			0.18	%		0.02	%		0.17	%		0.20	%		0.25	%		(0.19	)%		(0.39)	%(c)
Portfolio turnover rate				86	%		89	%		58	%		54	%		60	%		86	%		89	%(e)

(a)		Commencement of offering of Class II shares.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for less than a full year are not annualized.

(c)		Annualized.

(d)		Less than $0. 01 per share.

(e)		Not annualized.


		Money Market Portfolio

		Year Ended
		December 31,

		2001			2000			1999			1998			1997

Per Share Operating Performance:
Net Asset Value, beginning of year		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00

Income From Investment Operations:
Net investment income and realized and unrealized gains			0.41			0.60			0.49			0.52			0.54
Dividend and distributions			(0.41	)		(0.60	)		(0.49	)		(0.52	)		(0.54	)

Net Asset Value, end of year		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00

Total Investment Return(a)			4.22	%		6.20	%		4.97	%		5.39	%		5.41	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)		$	1,501.9		$	1,238.2		$	1,335.5		$	920.2		$	657.5
Ratios to average net assets:
	Expenses		0.43	%		0.44	%		0.42	%		0.41	%		0.43	%
	Net investment income		3.86	%		6.03	%		4.90	%		5.20	%		5.28	%

(a)

Total investment return is calculated assuming a purchase on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.


			Stock Index Portfolio

			Year Ended
			December 31,

			2001			2000			1999			1998			1997

Per Share Operating Performance:
Net Asset Value, beginning of year			$	38.66		$	44.45		$	37.74		$	30.22		$	23.74

Income from Investment Operations:
Net investment income				0.36			0.36			0.44			0.42			0.43
Net realized and unrealized gains (losses) on investments				(5.05	)		(4.37	)		7.23			8.11			7.34

		Total from investment operations		(4.69	)		(4.01	)		7.67			8.53			7.77

Less Distributions:
Dividends from net investment income				(0.35	)		(0.37	)		(0.43	)		(0.42	)		(0.42	)
Distributions from net realized gains				(1.98	)		(1.41	)		(0.53	)		(0.59	)		(0.87	)

		Total distributions		(2.33	)		(1.78	)		(0.96	)		(1.01	)		(1.29	)

Net Asset Value, end of year			$	31.64		$	38.66		$	44.45		$	37.74		$	30.22

Total Investment Return(a)				(12.05	)%		(9.03	)%		20.54	%		28.42	%		32.83	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)			$	3,394.1		$	4,186.0		$	4,655.0		$	3,548.1		$	2,448.2
Ratios to average net assets:
	Expenses			0.39	%		0.39	%		0.39	%		0.37	%		0.37	%
	Net investment income			1.02	%		0.83	%		1.09	%		1.25	%		1.55	%
Portfolio turnover rate				3	%		7	%		2	%		3	%		5	%

(a)

Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.


			Value Portfolio

			Class I															Class II

			Year Ended															May 14,
			December 31,															2001(a) though
																		December 31,
			2001			2000			1999			1998			1997			2001

Per Share Operating Performance:
Net Asset Value, beginning of period			$	20.46		$	19.52		$	20.03		$	22.39		$	18.51		$	19.79

Income From Investment Operations:
Net investment income				0.25			0.46			0.51			0.56			0.61			0.12
Net realized and unrealized gains (losses) on investments				(0.69	)		2.45			1.89			(1.03	)		6.06			(1.01	)

		Total from investment operations		(0.44	)		2.91			2.40			(0.47	)		6.67			(0.89	)

Less Distributions:
Dividends from net investment income				(0.30	)		(0.44	)		(0.50	)		(0.59	)		(0.57	)		(0.14	)
Distributions from net realized gains				(1.81	)		(1.53	)		(2.41	)		(1.30	)		(2.22	)		(0.85	)

		Total distributions		(2.11	)		(1.97	)		(2.91	)		(1.89	)		(2.79	)		(0.99	)

Net Asset Value, end of period			$	17.91		$	20.46		$	19.52		$	20.03		$	22.39		$	17.91

Total Investment Return(b)				(2.08	)%		15.59	%		2.52	%		(2.38	)%		36.61	%		(4.34	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	1,801.4		$	1,975.3		$	2,024.0		$	2,142.3		$	2,029.8		$	1.1
Ratios to average net assets:
	Expenses			0.44	%		0.45	%		0.42	%		0.42	%		0.41	%		0.84	%(c)
	Net investment income			1.32	%		2.31	%		2.34	%		2.54	%		2.90	%		0.94	%(c)
Portfolio turnover rate				175	%		85	%		16	%		20	%		38	%		175	%

(a)		Commencement of offering of Class II shares.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.


			SP Aggressive Growth Asset Allocation Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	9.33		$	10.00

Income from Investment Operations:
Net investment income				0.02			0.01
Net realized and unrealized losses on investments				(1.69	)		(0.67	)

		Total from investment operations		(1.67	)		(0.66	)

Less Distributions:
Dividends from net investment income				(0.02	)		(0.01	)
Distributions from net realized gains				(0.06	)		—

		Total distributions		(0.08	)		(0.01	)

Net Asset Value, end of period			$	7.58		$	9.33

Total Investment Return(b)				(17.92	)%		(6.65	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	7.5		$	2.1
Ratios to average net assets:
	Expenses			0.05	%		0.05	%(c)
	Net investment income			0.39	%		0.36	%(c)
Portfolio turnover rate				62	%		6	%(d)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Not annualized.


			SP AIM Aggressive Growth Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	8.60		$	10.00

Income from Investment Operations:
Net investment loss				(0.04	)		(0.01	)
Net realized and unrealized losses on investments				(2.07	)		(1.39	)

		Total from investment operations		(2.11	)		(1.40	)

Net Asset Value, end of period			$	6.49		$	8.60

Total Investment Return(b)				(24.53	)%		(14.00	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	5.7		$	3.9
Ratios to average net assets:(d)
	Expenses			1.07	%		1.07	%(c)
	Net investment loss			(0.73	)%		(0.40)	%(c)
Portfolio turnover rate				87	%		16	%(e)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 3.45% and (3.11)%, respectively, for the year ended December 31, 2001 and 5.57% and (4.90)%, respectively, for the period ended December 31, 2000.

(e)		Not annualized.


			SP AIM Core Equity Portfolio
			(formerly, SP AIM Growth and Income Portfolio)

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	8.41		$	10.00

Income From Investment Operations:
Net investment income (loss)				(—	)(f)		0.01
Net realized and unrealized losses on investments				(1.90	)		(1.59	)

		Total from investment operations		(1.90	)		(1.58	)

Less Dividends:
Dividends from net investment income				—			(0.01	)

Net Asset Value, end of period			$	6.51		$	8.41

Total Investment Return(b)				(22.68	)%		(15.74	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	10.2		$	4.3
Ratios to average net assets:(d)
	Expenses			1.00	%		1.00	%(c)
	Net investment income (loss)			(0.02	)%		0.26	%(c)
Portfolio turnover rate				65	%		15	%(e)

(a)		Commencement of operations.

(b)		Total investment return calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 2.55% and (1.57)%, respectively, for the year ended December 31, 2001 and 5.53% and (4.27)%, respectively, for the period ended December 31, 2000.

(e)		Not annualized.

(f)		Less than $0.005 per share.


			SP Alliance Large Cap Growth Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	8.55		$	10.00

Income From Investment Operations:
Net investment income (loss)				(0.01	)		0.01
Net realized and unrealized losses on investments				(1.23	)		(1.45	)

		Total from investment operations		(1.24	)		(1.44	)

Less Distributions:
Dividends from net investment income				—			(0.01	)
Tax return of capital distributions				—	(f)		—

		Total distributions		—	(f)		(0.01	)

Net Asset Value, end of period			$	7.31		$	8.55

Total Investment Return(b)				(14.47	)%		(14.44	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	35.9		$	7.1
Ratios to average net assets:(d)
	Expenses			1.10	%		1.10	%(c)
	Net investment income (loss)			(0.08	)%		0.44	%(c)
Portfolio turnover rate				47	%		10	%(e)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 1.57% and (0.55)%, respectively, for the year ended December 31, 2001 and 4.26% and (2.72)%, respectively, for the period ended December 31, 2000.

(e)		Not annualized.

(f)		Less than $0.005 per share.


			SP Alliance Technology Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	7.62		$	10.00

Income from Investment Operations:
Net investment income (loss)				(0.03	)		0.01
Net realized and unrealized losses on investments				(1.88	)		(2.38	)

		Total from investment operations		(1.91	)		(2.37	)

Less Distributions:
Dividends from net investment income				—			(0.01	)
Distributions in excess of net investment income				—			—	(b)

		Total distributions		—			(0.01	)

Net Asset Value, end of period			$	5.71		$	7.62

Total Investment Return(c)				(25.07	)%		(23.71	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	7.7		$	6.1
Ratios to average net assets:(e)
	Expenses			1.30	%		1.30	%(d)
	Net investment income (loss)			(0.69	)%		0.37	%(d)
Portfolio turnover rate				47	%		23	%(f)

(a)		Commencement of operations.

(b)		Less than $0.005 per share.

(c)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(d)		Annualized.

(e)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 3.16% and (2.53)%, respectively, for the year ended December 31, 2001 and 4.66% and (2.99)%, respectively, for the period ended December 31, 2000.

(f)		Not annualized.


			SP Balanced Asset Allocation Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	9.80		$	10.00

Income from Investment Operations:
Net investment income				0.14			0.06
Net realized and unrealized losses on investments				(0.73	)		(0.20	)

		Total from investment operations		(0.59	)		(0.14	)

Less Distributions:
Dividends from net investment income				(0.14	)		(0.06	)
Distributions from net realized gains				(0.05	)		—

		Total distributions		(0.19	)		(0.06	)

Net Asset Value, end of period			$	9.02		$	9.80

Total Investment Return(b)				(5.99	)%		(1.42	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	66.1		$	3.7
Ratios to average net assets:
	Expenses			0.05	%		0.05	%(c)
	Net investment income			3.26	%		4.89	%(c)
Portfolio turnover rate				35	%		4	%(d)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Not annualized.


			SP Conservative Asset Allocation Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	10.00		$	10.00

Income From Investment Operations:
Net investment income				0.21			0.08
Net realized and unrealized gains (losses) on investments				(0.24	)		—	(c)

		Total from investment operations		(0.03	)		0.08

Less Distributions:
Dividends from net investment income				(0.16	)		(0.08	)
Distributions from net realized gains				(0.04	)		—	(c)

		Total distributions		(0.20	)		(0.08	)

Net Asset Value, end of period			$	9.77		$	10.00

Total Investment Return(b)				(0.23	)%		0.84	%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	47.9		$	1.9
Ratios to average net assets:
	Expenses			0.05	%		0.05	%(d)
	Net investment income			4.76	%		8.07	%(d)
Portfolio turnover rate				29	%		4	%(e)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Less than $0.005 per share.

(d)		Annualized.

(e)		Not annualized.


			SP Davis Value Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	10.15		$	10.00

Income from Investment Operations:
Net investment income				0.05			0.02
Net realized and unrealized gains (losses) on investments				(1.11	)		0.15

		Total from investment operations		(1.06	)		0.17

Less Dividends:
Dividends from net investment income				(0.05	)		(0.02	)

Net Asset Value, end of period			$	9.04		$	10.15

Total Investment Return(b)				(10.46	)%		1.69	%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	94.4		$	12.8
Ratios to average net assets:(d)
	Expenses			0.83	%		0.83	%(c)
	Net investment income			0.64	%		1.48	%(c)
Portfolio turnover rate				17	%		3	%(e)

(a)		Commencement of operations.

(b)		Total investment is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment income (loss) ratios would have been 1.03% and 0.43%, respectively, for the year ended December 31, 2001 and 3.16% and (0.85)%, respectively, for the period ended December 31, 2000.

(e)		Not annualized.


			SP Deutsche International Equity Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	9.44		$	10.00

Income From Investment Operations:
Net investment income				0.05			0.01
Net realized and unrealized losses on investments				(2.09	)		(0.57	)

		Total from investment operations		(2.04	)		(0.56	)

Less Dividends:
Dividends from net investment income				(0.05	)		—

Net Asset Value, end of period			$	7.35		$	9.44

Total Investment Return(c)				(22.07	)%		(5.20	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	24.7		$	7.8
Ratios to average net assets:(e)
	Expenses			1.10	%		1.10	%(d)
	Net investment income			0.61	%		0.55	%(d)
Portfolio turnover rate				155	%		51	%(f)

(a)		Commencement of operations.

(b)		Less than $0.01 per share.

(c)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(d)		Annualized.

(e)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 3.27% and (1.56)%, respectively, for the year ended December 31, 2001 and 4.21% and (2.56)%, respectively, for the period ended December 31, 2000.

(f)		Not annualized.


			SP Growth Asset Allocation Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	9.52		$	10.00

Income from Investment Operations:
Net investment income				0.09			0.03
Net realized and unrealized losses on investments				(1.21	)		(0.49	)

		Total from investment operations		(1.12	)		(0.46	)

Less Distributions:
Dividends from net investment income				(0.08	)		(0.02	)
Distributions from net realized gains				(0.05	)		—

		Total distributions		(0.13	)		(0.02	)

Net Asset Value, end of period			$	8.27		$	9.52

Total Investment Return(b)				(11.77	)%		(4.56	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	46.8		$	3.9
Ratios to average net assets:
	Expenses			0.05	%		0.05	%(c)
	Net investment income			1.71	%		2.95	%(c)
Portfolio turnover rate				43	%		39	%(d)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized

(d)		Not annualized.


			SP INVESCO Small Company Growth Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	8.38		$	10.00

Income From Investment Operations:
Net investment loss				(0.02	)		—	(f)
Net realized and unrealized losses on investments				(1.42	)		(1.62	)

		Total from investment operations		(1.44	)		(1.62	)

Net Asset Value, end of period			$	6.94		$	8.38

Total Investment Return(b)				(17.18	)%		(16.20	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	8.4		$	5.5
Ratios to average net assets:(d)
	Expenses			1.15	%		1.15	%(c)
	Net investment loss			(0.28	)%		(0.10)	%(c)
Portfolio turnover rate				83	%		29	%(e)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 2.84% and (1.97)%, respectively, for the year ended December 31, 2001 and 4.00% and (2.95)%, respectively, for the period ended December 31, 2000.

(e)		Not annualized.

(f)		Less than $0.005 per share.


			SP Jennison International Growth Portfolio

			Class I						Class II

						September 22, 2000(a)						October 4, 2000(b)
			Year Ended			through			Year Ended			through
			December 31, 2001(i)			December 31, 2000			December 31, 2001(i)			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	8.50		$	10.00		$	8.48		$	9. 79

Income from Investment Operations:
Net investment income (loss)				0.02			0.01			(—	)(g)		(—	)(g)
Net realized and unrealized losses on investments				(3.05	)		(1.51	)		(3.04	)		(1.31	)

		Total from investment operations		(3.03	)		(1.50	)		(3.04	)		(1.31	)

Less Distributions:
Tax return of capital distributions				(0.02	)		—			(0.01	)		—

Net Asset Value, end of period			$	5.45		$	8.50		$	5.43		$	8.48

Total Investment Return(c)				(35.64	)%		(15.00	)%		(35.92	)%		(13.28	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	19.9		$	7.6		$	14.9		$	2.7
Ratios to average net assets:(e)
	Expenses			1.24	%		1.24	%(d)		1.64	%		1.64	%(d)
	Net investment income (loss)			0.31	%(h)		0.51	%(d)		(0.03)	%(h)		(—	)%(d)
Portfolio turnover rate				86	%		12	%(f)		86	%		12	%(f)

(a)		Commencement of offering of Class I shares.

(b)		Commencement of offering of Class II shares.

(c)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(d)		Annualized.

(e)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 1.86% and (0.30)%, respectively, for Class I and 2.26% and (0.66)%, respectively, for Class II for the year ended December 31, 2001 and 3.44% and (1.69)%, respectively, for Class I and 3.84% and (2.20)%, respectively, for Class II for the period ended December 31, 2000.

(f)		Not annualized.

(g)		Less than $0.005 per share.

(h)		Includes custodian fee credits of 0.12% for Class I and 0.13% for Class II. If the Portfolio had not earned custodian fee credits, the annual net investment income (loss) ratios would have been 0.19% and (0.16)%, respectively, for Class I and Class II for the year ended December 31, 2001.

(i)		Calculated based upon weighted average shares outstanding during the year.


			SP Large Cap Value Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	10.44		$	10.00

Income from Investment Operations:
Net investment income				0.09			0.04
Net realized and unrealized gains (losses) on investments				(0.99	)		0.44

		Total from investment operations		(0.90	)		0.48

Less Distributions:
Dividends from net investment income				(0.10	)		(0.04	)
Distributions in excess of net investment income				—			—	(e)

		Total distributions		(0.10	)		(0.04	)

Net Asset Value, end of period			$	9.44		$	10.44

Total Investment Return(b)				(8.65	)%		4.82	%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	23.7		$	3.9
Ratios to average net assets: (d)
	Expenses			0.90	%		0.90	%(c)
	Net investment income			1.18	%		1.60	%(c)
Portfolio turnover rate				61	%		13	%(f)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment income (loss) ratios would have been 1.98% and 0.10%, respectively, for the year ended December 31, 2001 and 5.47% and (2.97)%, respectively, for the period ended December 31, 2000.

(e)		Less than $0.005 per share.

(f)		Not annualized.


			SP MFS Capital Opportunities Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	9.15		$	10.00

Income From Investment Operations:
Net investment income (loss)				(—	)(f)		0.01
Net realized and unrealized losses on investments				(2.13	)		(0.85	)

		Total from investment operations		(2.13	)		(0.84	)

Less Dividends:
Dividends from net investment income				(0.01	)		(0.01	)

Net Asset Value, end of period			$	7.01		$	9.15

Total Investment Return(b)				(23.28	)%		(8.39	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	8.2		$	4.3
Ratios to average net assets:(d)
	Expenses			1.00	%		1.00	%(c)
	Net investment income (loss)			(—	)%(g)		0.40	%(c)
Portfolio turnover rate				99	%		25	%(e)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 3.04% and (2.04)%, respectively, for the year ended December 31, 2001 and 5.48% and (4.08)%, respectively, for the period ended December 31, 2000.

(e)		Not annualized.

(f)		Less than $0.005 per share.

(g)		Less than 0.005%.


			SP MFS Mid-Cap Growth Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	9.69		$	10.00

Income from Investment Operations:
Net investment income (loss)				(0.01	)		0.02
Net realized and unrealized losses on investments				(2.01	)		(0.25	)

		Total from investment operations		(2.02	)		(0.23	)

Less Distributions:
Dividends from net investment income				(0.01	)		(0.02	)
Distributions from net realized gains				(0.04	)		(0.06	)

		Total distributions		(0.05	)		(0.08	)

Net Asset Value, end of period			$	7.62		$	9.69

Total Investment Return(b)				(20.93	)%		(2.26	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	15.9		$	5.6
Ratios to average net assets:(d)
	Expenses			1.00	%		1.00	%(c)
	Net investment income (loss)			(0.20	)%		1.16	%(c)
Portfolio turnover rate				93	%		27	%(e)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 2.11% and (1.31)%, respectively, for the year ended December 31, 2001 and 4.59% and (2.43)%, respectively, for the period ended December 31, 2000.

(e)		Not annualized.


			SP PIMCO High Yield Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	10.02		$	10.00

Income from Investment Operations:
Net investment income				0.59			0.17
Net realized and unrealized gains (losses) on investments				(0.21	)		0.02

		Total from investment operations		0.38			0.19

Less Distributions:
Dividends from net investment income				(0.59	)		(0.16	)
Distributions from net realized gains				—			(0.01	)
Distributions in excess of net realized capital gains				—			—	(d)

		Total distributions		(0.59	)		(0.17	)

Net Asset Value, end of period			$	9.81		$	10.02

Total Investment Return(b)				3.97	%		1.94	%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	52.0		$	8.0
Ratios to average net assets:(e)
	Expenses			0.82	%		0.82	%(c)
	Net investment income			7.44	%		7.78	%(c)
Portfolio turnover rate				105	%		88	%(f)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Less than $0.005 per share.

(e)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment income ratios would have been 1.08% and 7.18%, respectively, for the year ended December 31, 2001 and 3.42% and 5.18%, respectively, for the period ended December 31, 2000.

(f)		Not annualized.


			SP PIMCO Total Return Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	10.40		$	10.00

Income From Investment Operations:
Net investment income				0.32			0.13
Net realized and unrealized gains on investments				0.57			0.39

		Total from investment operations		0.89			0.52

Less Distributions:
Dividends from net investment income				(0.34	)		(0.11	)
Distributions from net realized gains				(0.25	)		(0.01	)

		Total distributions		(0.59	)		(0.12	)

Net Asset Value, end of period			$	10.70		$	10.40

Total Investment Return(b)				8.66	%		5.18	%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	147.0		$	10.7
Ratios to average net assets(d):
	Expenses			0.76	%		0.76	%(c)
	Net investment income			3.69	%		5.94	%(c)
Portfolio turnover rate				718	%		239	%(e)

(a)		Commencement of operations.

(b)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(c)		Annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment income ratios would have been 0.82% and 3.63%, respectively, for the year ended December 31, 2001 and 2.73% and 3.97%, respectively, for the period ended December 31, 2000.

(e)		Not annualized.


			SP Prudential U.S. Emerging Growth Portfolio

			Class I						Class II

						September 22, 2000(a)			July 9, 2001(b)
			Year Ended			through			through
			December 31, 2001			December 31, 2000			December 31, 2001

Per Share Operating Performance:
Net Asset Value, beginning of period			$	8.38		$	10.00		$	7.56

Income from Investment Operations:
Net investment income (loss)				(0.01	)		0.01			(0.01	)
Net realized and unrealized losses on investments				(1.48	)		(1.62	)		(0.67	)

		Total from investment operations		(1.49	)		(1.61	)		(0.68	)

Less Dividends:
Dividends from net investment income				—			(0.01	)		—

Net Asset Value, end of period			$	6.89		$	8.38		$	6.88

Total Investment Return(c)				(17.78	)%		(16.11	)%		(8.99	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	31.2		$	6.4		$	0.2
Ratios to average net assets:(d)
	Expenses			0.90	%		0.90	%(e)		1.30	%(e)
	Net investment income (loss)			(0.37	)%		0.49	%(e)		(0.87)	%(e)
Portfolio turnover rate				258	%		82	%(f)		258	%(f)

(a)		Commencement of operations.

(b)		Commencement of offering of Class II shares.

(c)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(d)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 1.41% and (0.88)%, respectively, for Class I and 1.81% and (1.38)%, respectively, for Class II for the period ended December 31, 2001 and 4.26% and (2.87)%, respectively, for Class I for the period ended December 31, 2000.

(e)		Annualized.

(f)		Not annualized.


			SP Small/Mid Cap Value Portfolio

						September 22, 2000(a)
			Year Ended			through
			December 31, 2001			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	11.13		$	10.00

Income From Investment Operations:
Net investment income				0.08			0.03
Net realized and unrealized gains on investments				0.26			1.10

		Total from investment operations		0.34			1.13

Less Dividends:
Dividends from net investment income				(0.11	)		—	(b)

Net Asset Value, end of period			$	11.36		$	11.13

Total Investment Return(c)				3.11	%		11.33	%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	47.4		$	6.1
Ratios to average net assets:(e)
	Expenses			1.05	%		1.05	%(d)
	Net investment income			1.08	%		1.79	%(d)
Portfolio turnover rate				89	%		18	%(f)

(a)		Commencement of operations.

(b)		Less than $0. 005 per share.

(c)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(d)		Annualized.

(e)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment income (loss) ratios would have been 1.56% and 0.57%, respectively, for the year ended December 31, 2001 and 4.84% and (2.00)%, respectively, for the period ended December 31, 2000.

(f)		Not annualized.


			SP Strategic Partners Focused Growth Portfolio

			Class I						Class II

						September 22, 2000(a)			October 4, 2000(b)
			Year Ended			through			through
			December 31, 2001(h)			December 31, 2000			December 31, 2000

Per Share Operating Performance:
Net Asset Value, beginning of period			$	7.94		$	10.00		$	8.43

Income From Investment Operations:
Net investment income (loss)				(0.01	)		—	(g)		(0.03	)
Net realized and unrealized losses on investments				(1.20	)		(2.06	)		(1.70	)

		Total from investment operations		(1.21	)		(2.06	)		(1.73	)

Less Distributions:
Dividends from net investment income(g)				—			—			—

Net Asset Value, end of period			$	6.73		$	7.94		$	6.70

Total Investment Return(c)				(15.32	)%		(20.47	)%		(20.80	)%
Ratios/Supplemental Data:
Net assets, end of period (in millions)			$	7.7		$	5.9		$	2.0
Ratios to average net assets:(e)
	Expenses			1.01	%		1.01	%(d)		1.41	%(d)
	Net investment income (loss)			(0.16	)%		0.18	%(d)		(0.58)	%(d)
Portfolio turnover rate				116	%		37	%(f)		116	%(f)

(a)		Commencement of offering of Class I shares.

(b)		Commencement of offering of Class II shares.

(c)		Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment returns for periods of less than one full year are not annualized.

(d)		Annualized.

(e)		Net of expense subsidy. If the investment advisor had not subsidized expenses, the annual expense and net investment loss ratios would have been 2.61% and (1.76)%, respectively, for Class I and 3.01% and (2.18)%, respectively, for Class II for the period ended December 31, 2001 and 3.88% and (2.69)%, respectively, for Class I for the period ended December 31, 2000.

(f)		Not annualized.

(g)		Less than $0.005 per share.

(h)		Calculated based upon weighted average shares outstanding during the period.

For more information

Additional information about the Fund and each Portfolio can be obtained upon request without charge and can be found in the following documents:

Statement of Additional Information (SAI)

(incorporated by reference into this prospectus)

Annual Report

(including a discussion of market conditions and strategies that significantly affected the Portfolios’ performance during the previous year)

Semi-Annual Report

To obtain these documents or to ask any questions about the Fund:

Call toll-free (800) 778-2255

Write to The Prudential Series Fund, Inc., Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102

You can also obtain copies of Fund documents from the Securities and Exchange Commission as follows:


By Mail:		In Person:

Securities and Exchange Commission		Public Reference Room
Public Reference Section		in Washington, DC
Washington, DC 20549-0102		(For hours of operation, call 1-202-942-8090)


By Electronic Request:		Via the Internet:

publicinfo@sec. gov		on the EDGAR Database at
(The SEC charges a fee to copy documents.)		http://www.sec.gov
		SEC File No. 811-03623

May 1, 2002

Janus Aspen Series

Service Shares

Growth Portfolio

Prospectus

The Securities and Exchange Commission has not approved or disapproved of these securities or passed on the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

This prospectus describes Growth Portfolio (the “Portfolio”). This Portfolio of Janus Aspen Series currently offers two classes of shares. The Service Shares, (the “Shares”), are offered by this prospectus in connection with investment in and payments under variable annuity contracts and variable life insurance contracts (collectively, “variable insurance contracts”), as well as certain qualified retirement plans.

Janus Aspen Series sells and redeems its Shares at net asset value without sales charges, commissions or redemption fees. Each variable insurance contract involves fees and expenses that are not described in this Prospectus. See the accompanying contract prospectus for information regarding contract fees and expenses and any restrictions on purchases or allocations.

This prospectus contains information that a prospective purchaser of a variable insurance contract or plan participant should consider in conjunction with the accompanying separate account prospectus of the specific insurance company product before allocating purchase payments or premiums to the Portfolio.

TABLE OF CONTENTS


RISK/RETURN SUMMARY
	Growth Portfolio
	Fees and expenses

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS
	Investment objective and principal investment strategies
	General portfolio policies
	Risks

MANAGEMENT OF THE PORTFOLIO
	Investment adviser
	Management expenses
	Portfolio manager

OTHER INFORMATION

DISTRIBUTIONS AND TAXES
	Distributions
	Taxes

SHAREHOLDER’S GUIDE
	Pricing of portfolio shares
	Purchases
	Redemptions
	Excessive trading
	Shareholder communications

FINANCIAL HIGHLIGHTS

GLOSSARY OF INVESTMENT TERMS
	Equity and debt securities
	Futures, options and other derivatives
	Other investments, strategies and/or techniques

RISK/RETURN SUMMARY

GROWTH PORTFOLIO

The Portfolio is designed for long-term investors who primarily seek growth of capital and who can tolerate the greater risks associated with common stock investments.

1. What is the investment objective of the Portfolio?

Growth Portfolio seeks long-term growth of capital in a manner consistent with the preservation of capital.

The Portfolio’s Trustees may change this objective or the Portfolio’s principal investment policies without a shareholder vote. The Portfolio will notify you at least 60 days before making any changes to its objective or principal investment policies. If there is a material change to the Portfolio’s objective or principal investment policies, you should consider whether the Portfolio remains an appropriate investment for you. There is no guarantee that the Portfolio will meet its objective.

2. What are the main investment strategies of the Portfolio?

The portfolio manager applies a “bottom up” approach in choosing investments. In other words, he looks at companies one at a time to determine if a company is an attractive investment opportunity and is consistent with the Portfolio’s investment policies. If the portfolio manager is unable to find investments with earnings growth potential, a significant portion of the Portfolio’s assets may be in cash or similar investments.

Within the parameters of its specific investment policies discussed below, the Portfolio may invest without limit in foreign equity and debt securities.

Within the parameters of its specific investment policies discussed below, the Portfolio will limit its investment in high-yield/ high-risk bonds to less than 35% of its net assets.

The Portfolio invests primarily in common stocks selected for their growth potential. Although the Portfolio can invest in companies of any size, it generally invests in larger, more established companies.

3. What are the main risks of investing in the Portfolio?

The biggest risk is that the Portfolio’s returns may vary, and you could lose money. The Portfolio is designed for long-term investors who can accept the risks of investing in a portfolio with significant common stock holdings. Common stocks tend to be more volatile than other investment choices.

The value of the Portfolio’s holdings may decrease if the value of an individual company in the portfolio decreases. The value of the Portfolio’s holdings could also decrease if the stock market goes down. If the value of the Portfolio’s holdings decreases, the Portfolio’s net asset value (NAV) will also decrease, which means if you sell your shares in the Portfolio you may get back less money.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.


	The following information provides some indication of the risks of investing in the Portfolio by showing how the Portfolio’s performance has varied over time. The Portfolio’s Service Shares commenced operations on December 31, 1999. The returns shown for the Service Shares of the Portfolio reflect the historical performance of a different class of shares (the Institutional Shares) prior to December 31, 1999, restated based on the Service Shares’ estimated fees and expenses (ignoring any fee and expense limitations). The bar chart depicts the change in performance from year to year during the periods indicated but does not include charges and expenses attributable to any insurance product which would lower the performance illustrated. The Portfolio does not impose any sales or other charges that would affect total return computations. Total return figures include the effect of the Portfolio’s expenses. The table compares the average annual returns for the Service Shares of the Portfolio for the periods indicated to a broad-based securities market index.

	*Growth Portfolio – Service Shares*

Average annual total return for periods ended 12/31/01


					Since Inception
	1 year		5 years		(9/13/93)
Growth Portfolio – Service Shares		(24.90%)		8.75%		11.49%
S&P 500 Index*		(11.88%)		10.70%		13.70%

* The S&P 500 is the Standard & Poor’s Composite Index of 500 Stocks, a widely recognized, unmanaged index of common stock prices.

The Portfolio’s past performance does not necessarily indicate how it will perform in the future.

FEES AND EXPENSES

Shareholder fees, such as sales loads, redemption fees or exchange fees, are charged directly to an investor’s account. The Janus funds are no-load investments, so you will generally not pay any shareholder fees when you buy or sell shares of the Portfolio. However, each variable insurance contract involves fees and expenses not described in this prospectus. See the accompanying contract prospectus for information regarding contract fees and expenses and any restrictions on purchases or allocations.

Annual fund operating expenses are paid out of the Portfolio’s assets and include fees for portfolio management, maintenance of shareholder accounts, shareholder servicing, accounting and other services. You do not pay these fees directly but, as the example below shows, these costs are borne indirectly by all shareholders.

This table and example are designed to assist participants in qualified plans that invest in the Shares of the Portfolio in understanding the fees and expenses that you may pay as an investor in the Shares. Owners of variable insurance contracts that invest in the Shares should refer to the variable insurance contract prospectus for a description of fees and expenses, as the table and example do not reflect deductions at the separate account level or contract level for any charges that may be incurred under a contract.

Distribution

Total Annual Fund

Management

(12b-1)

Other

Operating

Fee

Fees⁽¹⁾

Expenses

Expenses ⁽²⁾

Growth Portfolio

0.65%

0.25%

0.01%

0.91%


	⁽¹⁾	Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted by the National Association of Securities Dealers, Inc.

	⁽²⁾	Expenses are based upon expenses for the year ended December 31, 2001. All expenses are shown without the effect of any expense offset arrangements.

EXAMPLE:

This example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the Portfolio’s operating expenses remain the same. Since no sales load applies, the results apply whether or not you redeem your investment at the end of each period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	1 Year		3 Years		5 Years		10 Years


Growth Portfolio	$	93	$	290	$	504	$	1,120

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS

The Portfolio has a similar investment objective and similar principal investment strategies to Janus Fund. Although it is anticipated that the Portfolio and its corresponding retail fund will hold similar securities, differences in asset size, cash flow needs and other factors may result in differences in investment performance. The expenses of the Portfolio and its corresponding retail fund are expected to differ. The variable contract owner will also bear various insurance related costs at the insurance company level. You should review the accompanying separate account prospectus for a summary of fees and expenses.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of the Portfolio, its principal investment strategies and certain risks of investing in the Portfolio. Strategies and policies that are noted as “fundamental” cannot be changed without a shareholder vote.

Please carefully review the “Risks” section of this Prospectus for a discussion of risks associated with certain investment techniques. We’ve also included a Glossary with descriptions of investment terms used throughout this Prospectus.

Growth Portfolio seeks long-term growth of capital in a manner consistent with the preservation of capital. It pursues its objective by investing primarily in common stocks selected for their growth potential. Although the Portfolio can invest in companies of any size, it generally invests in larger, more established companies.

The following questions and answers are designed to help you better understand the Portfolio’s principal investment strategies.

1. How are common stocks selected?

Consistent with its investment objective and policies, the Portfolio may invest substantially all of its assets in common stocks if the portfolio manager believes that common stocks will appreciate in value. The portfolio manager generally takes a “bottom up” approach to selecting companies. This means that he seeks to identify individual companies with earnings growth potential that may not be recognized by the market at large. The portfolio manager makes this assessment by looking at companies one at a time, regardless of size, country of organization, place of principal business activity, or other similar selection criteria.

Realization of income is not a significant consideration when choosing investments for the Portfolio. Income realized on the Portfolio’s investments may be incidental to its objective.

2. Are the same criteria used to select foreign securities?

Generally, yes. The portfolio manager seeks companies that meet his selection criteria, regardless of where a company is located. Foreign securities are generally selected on a stock-by-stock basis without regard to any defined allocation among countries or geographic regions. However, certain factors such as expected levels of inflation, government policies influencing business conditions, the outlook for currency relationships, and prospects for economic growth among countries, regions or geographic areas may warrant greater consideration in selecting foreign securities. There are no limitations on the countries in which the Portfolio may invest and the Portfolio may at times have significant foreign exposure.


3.	*What does “market capitalization” mean?*

Market capitalization is the most commonly used measure of the size and value of a company. It is computed by multiplying the current market price of a share of the company’s stock by the total number of its shares outstanding. The Portfolio does not emphasize companies of any particular size.

GENERAL PORTFOLIO POLICIES

The percentage limitations included in these policies and elsewhere in this Prospectus apply at the time of purchase of a security. So, for example, if the Portfolio exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any securities.

Cash Position

When the portfolio manager believes that market conditions are unfavorable for profitable investing, or when he is otherwise unable to locate attractive investment opportunities, the Portfolio’s cash or similar investments may increase. In other words, the Portfolio does not always stay fully invested in stocks and bonds. Cash or similar investments generally are a residual – they represent the assets that remain after the portfolio manager has committed available assets to desirable investment opportunities. However, the portfolio manager may also temporarily increase the Portfolio’s cash position to, for example, protect its assets, maintain liquidity or meet unusually large redemptions. The Portfolio’s cash position may also increase temporarily due to unusually large cash inflows. When the Portfolio’s investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Portfolio remained more fully invested in stocks or bonds.

Other Types of Investments

The Portfolio invests primarily in domestic and foreign equity securities, which may include preferred stocks, common stocks and securities convertible into common or preferred stocks. To a lesser degree, the Portfolio may invest in other types of domestic and foreign securities and use other investment strategies, which are described in the Glossary. These may include:

• debt securities

• indexed/structured securities

• high-yield/high-risk bonds (less than 35% of the Portfolio’s assets)

• options, futures, forwards, swaps and other types of derivatives for hedging purposes or for non-hedging purposes such as seeking to enhance return

• short sales (no more than 8% of the Portfolio’s assets may be invested in “naked” short sales)

• securities purchased on a when-issued, delayed delivery or forward commitment basis

Illiquid Investments

The Portfolio may invest up to 15% of its net assets in illiquid investments. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as “restricted securities”). Under procedures adopted by the Portfolio’s Trustees, certain restricted securities may be deemed liquid, and will not be counted toward this 15% limit.


	*Foreign Securities*
	Within the parameters of its specific investment policies, the Portfolio may invest without limit in foreign equity and debt securities. The Portfolio may invest directly in foreign securities denominated in a foreign currency and not publicly traded in the United States. Other ways of investing in foreign securities include depositary receipts or shares and passive foreign investment companies.

	*Special Situations*
	The Portfolio may invest in special situations. A special situation arises when, in the opinion of the portfolio manager, the securities of a particular issuer will be recognized and appreciate in value due to a specific development with respect to that issuer. Special situations may include significant changes in a company’s allocation of its existing capital, a restructuring of assets, or a redirection of free cash flow. Developments creating a special situation might include, among others, a new product or process, a technological breakthrough, a management change or other extraordinary corporate event, or differences in market supply of and demand for the security. The Portfolio’s performance could suffer if the anticipated development in a “special situation” investment does not occur or does not attract the expected attention.

	*Portfolio Turnover*
	The Portfolio generally intends to purchase securities for long-term investment although, to the extent permitted by its specific investment policies, the Portfolio may purchase securities in anticipation of relatively short-term price gains. Short-term transactions may also result from liquidity needs, securities having reached a price or yield objective, changes in interest rates or the credit standing of an issuer, or by reason of economic or other developments not foreseen at the time of the investment decision. The Portfolio may also sell one security and simultaneously purchase the same or a comparable security to take advantage of short-term differentials in bond yields or securities prices. Portfolio turnover is affected by market conditions, changes in the size of the Portfolio, the nature of the Portfolio’s investments and the investment style of the portfolio manager. Changes are made in the Portfolio’s holdings whenever the portfolio manager believes such changes are desirable. Portfolio turnover rates are generally not a factor in making buy and sell decisions.


	Increased portfolio turnover may result in higher costs for brokerage commissions, dealer mark-ups and other transaction costs and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in the Portfolio’s performance. The Financial Highlights section of this Prospectus shows the Portfolio’s historical turnover rates.

RISKS

Because the Portfolio may invest substantially all of its assets in common stocks, the main risk is the risk that the value of the stocks it holds might decrease in response to the activities of an individual company or in response to general market and/or economic conditions. If this occurs, the Portfolio’s share price may also decrease. The Portfolio’s performance may also be affected by risks specific to certain types of investments, such as foreign securities, derivative investments, non-investment grade bonds, initial public offerings (IPOs) or companies with relatively small market capitalizations. IPOs and other investment techniques may have a magnified performance impact on a Portfolio with a small asset base. A Portfolio may not experience similar performance as its assets grow.

The following questions and answers are designed to help you better understand some of the risks of investing in the Portfolio.


1.	*The Portfolio may invest in smaller or newer companies. Does this create any special risks?*

Many attractive investment opportunities may be smaller, start-up companies offering emerging products or services. Smaller or newer companies may suffer more significant losses as well as realize more substantial growth than larger or more established issuers because they may lack depth of management, be unable to generate funds necessary for growth or potential development, or be developing or marketing new products or services for which markets are not yet established and may never become established. In addition, such companies may be insignificant factors in their industries and may become subject to intense competition from larger or more established companies. Securities of smaller or newer companies may have more limited trading markets than the markets for securities of larger or more established issuers, or may not be publicly traded at all, and may be subject to wide price fluctuations. Investments in such companies tend to be more volatile and somewhat more speculative.

2. How could the Portfolio’s investments in foreign securities affect its performance?

Within the parameters of its specific investment policies, the Portfolio may invest without limit in foreign securities either indirectly (e.g., depositary receipts) or directly in foreign markets. Investments in foreign securities, including those of foreign governments, may involve greater risks than investing in domestic securities because the Portfolio’s performance may depend on issues other than the performance of a particular company. These issues include:

• Currency Risk. As long as the Portfolio holds a foreign security, its value will be affected by the value of the local currency relative to the U.S. dollar. When the Portfolio sells a foreign denominated security, its value may be worth less in U.S. dollars even if the security increases in value in its home country. U.S. dollar denominated securities of foreign issuers may also be affected by currency risk.

• Political and Economic Risk. Foreign investments may be subject to heightened political and economic risks, particularly in emerging markets which may have relatively unstable governments, immature economic structures, national policies restricting investments by foreigners, different legal systems, and economies based on only a few industries. In some countries, there is the risk that the government may take over the assets or operations of a company or that the government may impose taxes or limits on the removal of the Portfolio’s assets from that country.

• Regulatory Risk. There may be less government supervision of foreign markets. As a result, foreign issuers may not be subject to the uniform accounting, auditing and financial reporting standards and practices applicable to domestic issuers and there may be less publicly available information about foreign issuers.

• Market Risk. Foreign securities markets, particularly those of emerging market countries, may be less liquid and more volatile than domestic markets. Certain markets may require payment for securities before delivery and delays may be encountered in settling securities transactions. In some foreign markets, there may not be protection against failure by other parties to complete transactions.

• Transaction Costs. Costs of buying, selling and holding foreign securities, including brokerage, tax and custody costs, may be higher than those involved in domestic transactions.

3. Are there special risks associated with investments in high-yield/high-risk bonds?

High-yield/ high-risk bonds (or “junk” bonds) are bonds rated below investment grade by the primary rating agencies such as Standard & Poor’s and Moody’s. The value of lower quality bonds generally is more dependent on credit risk and default risk than investment grade bonds. Issuers of high-yield bonds may not be as strong financially as those issuing bonds with higher credit ratings and are more vulnerable to real or perceived economic changes, political changes or adverse developments specific to the issuer. In addition, the junk bond market can experience sudden and sharp price swings.

4. How does the Portfolio try to reduce risk?

The Portfolio may use futures, options, swaps and other derivative instruments to “hedge” or protect its portfolio from adverse movements in securities prices and interest rates. The Portfolio may also use a variety of currency hedging techniques, including forward currency contracts, to manage exchange rate risk. The portfolio manager believes the use of these instruments will benefit the Portfolio. However, the Portfolio’s performance could be worse than if the Portfolio had not used such instruments if the portfolio manager’s judgement proves incorrect.

5. What is “industry risk”?

Industry risk is the possibility that a group of related stocks will decline in price due to industry-specific developments. Companies in the same or similar industries may share common characteristics and are more likely to react similarly to industry-specific market or economic developments. The Portfolio may at times have significant exposure to industry risk as a result of investing in multiple companies in a particular industry.

MANAGEMENT OF THE PORTFOLIO

INVESTMENT ADVISER

Janus Capital Management LLC (“Janus Capital”), 100 Fillmore Street, Denver, Colorado 80206-4928, is the investment adviser to the Portfolio and is responsible for the day-to-day management of the investment portfolio and other business affairs of the Portfolio.

Janus Capital began serving as investment adviser to Janus Fund in 1970 and currently serves as investment adviser to all of the Janus retail funds, acts as sub-adviser for a number of private-label mutual funds and provides separate account advisory services for institutional accounts.

Janus Capital furnishes continuous advice and recommendations concerning the Portfolio’s investments. Janus Capital also furnishes certain administrative, compliance and accounting services for the Portfolio, and may be reimbursed by the Portfolio for its costs in providing those services. In addition, Janus Capital employees serve as officers of the Trust and Janus Capital provides office space for the Portfolio and pays the salaries, fees and expenses of all Portfolio officers and those Trustees who are affiliated with Janus Capital.

Participating insurance companies that purchase the Portfolio’s Shares may perform certain administrative services relating to the Portfolio and Janus Capital or the Portfolio may pay those companies for such services.

MANAGEMENT EXPENSES

The Portfolio pays Janus Capital a management fee which is calculated daily and paid monthly. The Portfolio’s advisory agreement spells out the management fee and other expenses that the Portfolio must pay. A new investment advisory agreement approved at a special meeting of the shareholders on January 31, 2002, that is the same in all material respects as the previous advisory agreement, became effective on April 3, 2002. For the year ended December 31, 2001, the Portfolio paid Janus Capital a management fee of 0.65% of the Portfolio’s average net assets.

The Shares of the Portfolio incur expenses not assumed by Janus Capital, including the distribution fee, transfer agent and custodian fees and expenses, legal and auditing fees, printing and mailing costs of sending reports and other information to existing shareholders, and independent Trustees’ fees and expenses.

PORTFOLIO MANAGER

Blaine P. Rollins


	is Executive Vice President and Portfolio Manager of Growth Portfolio, which he has managed since January 2000. He previously served as Executive Vice President and Portfolio Manager of Equity Income Portfolio from its inception to December 1999 and Balanced Portfolio from May 1996 to December 1999. Mr. Rollins is also Portfolio Manager of other Janus accounts. Mr. Rollins joined Janus Capital in 1990. He holds a Bachelor of Science degree in Finance from the University of Colorado. Mr. Rollins has earned the right to use the Chartered Financial Analyst designation.

OTHER INFORMATION

Classes of Shares

The Portfolio currently offers two classes of shares, one of which, the Service Shares, is offered pursuant to this prospectus. The Shares offered by this prospectus are available only in connection with investment in and payments under variable insurance contracts as well as certain qualified retirement plans that require a fee from Portfolio assets to procure distribution and administrative services to contract owners and plan participants. Institutional Shares of the Portfolio are available only in connection with investment in and payments under variable insurance contracts as well as certain qualified retirement plans. Because the expenses of each class may differ, the performance of each class is expected to differ. If you would like additional information about the Institutional Shares, please call 1-800-525-0020.

Distribution Fee

Under a distribution and service plan adopted in accordance with Rule 12b-1 under the 1940 Act, the Shares may pay Janus Distributors LLC, the Trust’s distributor, a fee at an annual rate of up to 0.25% of the average daily net assets of the Shares of the Portfolio. Under the terms of the Plan, the Trust is authorized to make payments to Janus Distributors LLC for remittance to insurance companies and qualified plan service providers as compensation for distribution and shareholder servicing performed by such entities. Because 12b-1 fees are paid out of the Service Shares’ assets on an ongoing basis, they will increase the cost of your investment and may cost you more than paying other types of sales charges.

Conflicts of Interest

The Shares offered by this prospectus are available only to variable annuity and variable life separate accounts of insurance companies that are unaffiliated with Janus Capital and to certain qualified retirement plans. Although the Portfolio does not currently anticipate any disadvantages to policy owners because the Portfolio offers its shares to such entities, there is a possibility that a material conflict may arise. The Trustees monitor events in order to identify any disadvantages or material irreconcilable conflicts and to determine what action, if any, should be taken in response. If a material disadvantage or conflict occurs, the Trustees may require one or more insurance company separate accounts or qualified plans to withdraw its investments in the Portfolio or substitute Shares of another Portfolio. If this occurs, the Portfolio may be forced to sell its securities at disadvantageous prices. In addition, the Trustees may refuse to sell Shares of the Portfolio to any separate account or qualified plan or may suspend or terminate the offering of the Portfolio’s Shares if such action is required by law or regulatory authority or is in the best interests of the Portfolio’s shareholders. It is possible that a qualified plan investing in the Portfolio could lose its qualified plan status under the Internal Revenue Code, which could have adverse tax consequences on insurance company separate accounts investing in the Portfolio. Janus Capital intends to monitor such qualified plans and the Portfolio may discontinue sales to a qualified plan and require plan participants with existing investments in the Portfolio to redeem those investments if a plan loses (or in the opinion of Janus Capital is at risk of losing) its qualified plan status.

Distribution of the Portfolio

The Portfolio is distributed by Janus Distributors LLC, which is a member of the National Association of Securities Dealers, Inc. (“NASD”). To obtain information about NASD member firms and their associated persons, you may contact NASD Regulation, Inc. at www.nasdr.com, or the Public Disclosure Hotline at 800-289-9999. An investor brochure containing information describing the Public Disclosure Program is available from NASD Regulation, Inc.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

To avoid taxation of the Portfolio, the Internal Revenue Code requires the Portfolio to distribute net income and any net gains realized on its investments at least annually. The Portfolio’s income from dividends and interest and any net realized short-term gains are paid to shareholders as ordinary income dividends. Net realized long-term gains are paid to shareholders as capital gains distributions.

Distribution Schedule

Dividends for the Portfolio are normally declared and distributed in June and December. Capital gains are normally declared and distributed in June for the Portfolio.

How Distributions Affect the Portfolio’s NAV

Distributions are paid to shareholders as of the record date of the distribution of the Portfolio, regardless of how long the shares have been held. Undistributed income and realized gains are included in the daily NAV of the Portfolio’s Shares. The Share price of the Portfolio drops by the amount of the distribution, net of any subsequent market fluctuations. For example, assume that on December 31, the Shares of Growth Portfolio declared a dividend in the amount of $0.25 per share. If the price of Growth Portfolio’s Shares was $10.00 on December 30, the share price on December 31 would be $9.75, barring market fluctuations.

TAXES

Taxes on Distributions

Because Shares of the Portfolio may be purchased only through variable insurance contracts and qualified plans, it is anticipated that any income dividends or capital gains distributions made by the Shares of the Portfolio will be exempt from current taxation if left to accumulate within the variable insurance contract or qualified plan. Generally, withdrawals from such contracts or plans may be subject to ordinary income tax and, if made before age 59 1/2, a 10% penalty tax. The tax status of your investment depends on the features of your qualified plan or variable insurance contract. Further information may be found in your plan documents or in the prospectus of the separate account offering such contract.

Taxation of the Portfolio

Dividends, interest and some gains received by the Portfolio on foreign securities may be subject to tax withholding or other foreign taxes. The Portfolio may from year to year make the election permitted under Section 853 of the Internal Revenue Code to pass through such taxes to shareholders as a foreign tax credit. If such an election is not made, any foreign taxes paid or accrued will represent an expense to the Portfolio.

The Portfolio does not expect to pay any federal income or excise taxes because it intends to meet certain requirements of the Internal Revenue Code. In addition, because the Shares of the Portfolio are sold in connection with variable insurance contracts, the Portfolio intends to qualify under the Internal Revenue Code with respect to the diversification requirements related to the tax-deferred status of insurance company separate accounts.

SHAREHOLDER’S GUIDE

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE PORTFOLIO DIRECTLY. SHARES MAY BE PURCHASED OR REDEEMED ONLY THROUGH VARIABLE INSURANCE CONTRACTS OFFERED BY THE SEPARATE ACCOUNTS OF PARTICIPATING INSURANCE COMPANIES OR THROUGH QUALIFIED RETIREMENT PLANS. REFER TO THE PROSPECTUS FOR THE PARTICIPATING INSURANCE COMPANY’S SEPARATE ACCOUNT OR YOUR PLAN DOCUMENTS FOR INSTRUCTIONS ON PURCHASING OR SELLING OF VARIABLE INSURANCE CONTRACTS AND ON HOW TO SELECT THE PORTFOLIO AS AN INVESTMENT OPTION FOR A CONTRACT OR A QUALIFIED PLAN.

PRICING OF PORTFOLIO SHARES

Investments will be processed at the NAV next calculated after an order is received and accepted by the Portfolio or its agent. In order to receive a day’s price, your order must be received by the close of the regular trading session of the New York Stock Exchange. Securities of the Portfolio are valued at market value or, if a market quotation is not readily available, at their fair value determined in good faith under procedures established by and under the supervision of the Trustees. Short-term instruments maturing within 60 days are valued at amortized cost, which approximates market value.

Because foreign securities markets may operate on days that are not business days in the United States, the value of the Portfolio’s holdings may change on days when you will not be able to purchase or redeem the Portfolio’s Shares.

PURCHASES

Purchases of Shares may be made only by the separate accounts of insurance companies for the purpose of funding variable insurance contracts or by qualified plans. Refer to the prospectus of the appropriate insurance company separate account or your plan documents for information on how to invest in the Shares of the Portfolio. Participating insurance companies and certain other designated organizations are authorized to receive purchase orders on the Portfolio’s behalf.

The Portfolio is not intended for excessive trading or market timing. Excessive purchases of Portfolio Shares disrupt portfolio management and drive Portfolio expenses higher. The Portfolio reserves the right to reject any specific purchase order, including exchange purchases, for any reason. For example, purchase orders may be refused if the Portfolio would be unable to invest the money effectively in accordance with its investment policies or would otherwise be adversely affected due to the size of the transaction, frequency of trading or other factors. The Portfolio may also suspend or terminate your exchange privilege if you engage in an excessive pattern of exchanges. For more information about the Portfolio’s policy on market timing, see “Excessive Trading” on the next page.

Although there is no present intention to do so, the Portfolio may discontinue sales of its shares if management and the Trustees believe that continued sales may adversely affect the Portfolio’s ability to achieve its investment objective. If sales of the Portfolio’s Shares are discontinued, it is expected that existing policy owners and plan participants invested in the Portfolio would be permitted to continue to authorize investment in the Portfolio and to reinvest any dividends or capital gains distributions, absent highly unusual circumstances.

The Portfolio may discontinue sales to a qualified plan and require plan participants with existing investments in the Shares to redeem those investments if the plan loses (or in the opinion of Janus Capital, is at risk of losing) its qualified plan status.

REDEMPTIONS

Redemptions, like purchases, may be effected only through the separate accounts of participating insurance companies or through qualified plans. Please refer to the appropriate separate account prospectus or plan documents for details.

Shares of the Portfolio may be redeemed on any business day. Redemptions are processed at the NAV next calculated after receipt and acceptance of the redemption order by the Portfolio or its agent. Redemption proceeds will normally be wired the business day following receipt of the redemption order, but in no event later than seven days after receipt of such order.

EXCESSIVE TRADING

Frequent trading into and out of the Portfolio can disrupt portfolio investment strategies and increase portfolio expenses for all shareholders, including long-term shareholders who do not generate these costs. The Portfolio is not intended for market timing or excessive trading. The Portfolio and its agents reserve the right to reject any purchase request (including exchange purchases if permitted by your insurance company or plan sponsor) by any investor or group of investors indefinitely if they believe that any combination of trading activity in the account(s) is attributable to market timing or is otherwise excessive or potentially disruptive to the Portfolio. The Portfolio may refuse purchase orders (including exchange purchases) for any reason without prior notice, particularly orders that the Portfolio believes are made on behalf of market timers.

The trading history of accounts under common ownership or control may be considered in enforcing these policies. Transactions placed through the same insurance company or plan sponsor on an omnibus basis may be deemed part of a group for the purpose of this policy and may be rejected in whole or in part by the Portfolio. Transactions accepted by your insurance company or plan sponsor in violation of our excessive trading policy are not deemed accepted by the Portfolio and may be cancelled or revoked by the Portfolio on the next business day following receipt by your intermediary.

SHAREHOLDER COMMUNICATIONS

Shareholders will receive annual and semiannual reports including the financial statements of the Shares of the Portfolio that they have authorized for investment. Each report will show the investments owned by the Portfolio and the market values thereof, as well as other information about the Portfolio and its operations. The Trust’s fiscal year ends December 31.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Service Shares’ financial performance from inception of the Shares through December 31st of each period shown. Items 1 through “Net asset value, end of period” reflect financial results for a single Share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Service Shares of the Portfolio (assuming reinvestment of all dividends and distributions) but do not include charges or expenses attributable to any insurance product. This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Portfolio’s financial statements, is included in the Annual Report, which is available upon request and incorporated by reference into the SAI.



Growth Portfolio – Service Shares


	Years ended December 31
	2001		2000
1. Net asset value, beginning of period		$26.36		$33.52
*Income from investment operations:*
2. Net investment income		(0.02)		(0.01)
3. Net gains or losses on securities (both realized and unrealized)		(6.54)		(4.58)
4. Total from investment operations		(6.56)		(4.59)
*Less distributions:*
5. Dividends (from net investment income)		—		—
6. Distributions (from capital gains)		(0.04)		(2.57)
7. Total distributions		(0.04)		(2.57)
8. Net asset value, end of period		$19.76		$26.36
9. Total return		(24.90%)		(14.75%)
10. Net assets, end of period (in thousands)		$237,012		$104,656
11. Average net assets for the period (in thousands)		$106,200		$29,782
12. Ratio of gross expenses to average net assets⁽¹⁾		0.91%		0.92%
13. Ratio of net expenses to average net assets⁽²⁾		0.91%		0.92%
14. Ratio of net investment income to average net assets		(0.20%)		(0.07%)
15. Portfolio turnover rate		48%		47%

(1) The expense ratio reflects expenses prior to any expense offset arrangements.

(2) The expense ratio reflects expenses after any expense offset arrangements.

GLOSSARY OF INVESTMENT TERMS

This glossary provides a more detailed description of some of the types of securities, investment strategies and other instruments in which the Portfolio may invest. The Portfolio may invest in these instruments to the extent permitted by its investment objective and policies. The Portfolio is not limited by this discussion and may invest in any other types of instruments not precluded by the policies discussed elsewhere in this Prospectus.

I. EQUITY AND DEBT SECURITIES

Bonds are debt securities issued by a company, municipality, government or government agency. The issuer of a bond is required to pay the holder the amount of the loan (or par value of the bond) at a specified maturity and to make scheduled interest payments.

Commercial paper is a short-term debt obligation with a maturity ranging from 1 to 270 days issued by banks, corporations and other borrowers to investors seeking to invest idle cash. The Portfolio may purchase commercial paper issued in private placements under Section 4(2) of the Securities Act of 1933.

Common stocks are equity securities representing shares of ownership in a company and usually carry voting rights and earn dividends. Unlike preferred stock, dividends on common stock are not fixed but are declared at the discretion of the issuer’s board of directors.

Convertible securities are preferred stocks or bonds that pay a fixed dividend or interest payment and are convertible into common stock at a specified price or conversion ratio.

Debt securities are securities representing money borrowed that must be repaid at a later date. Such securities have specific maturities and usually a specific rate of interest or an original purchase discount.

Depositary receipts are receipts for shares of a foreign-based corporation that entitle the holder to dividends and capital gains on the underlying security. Receipts include those issued by domestic banks (American Depositary Receipts), foreign banks (Global or European Depositary Receipts) and broker-dealers (depositary shares).

Equity securities generally include domestic and foreign common stocks; preferred stocks; securities convertible into common stocks or preferred stocks; warrants to purchase common or preferred stocks; and other securities with equity characteristics.

Fixed-income securities are securities that pay a specified rate of return. The term generally includes short- and long-term government, corporate and municipal obligations that pay a specified rate of interest, dividends or coupons for a specified period of time. Coupon and dividend rates may be fixed for the life of the issue or, in the case of adjustable and floating rate securities, for a shorter period.

High-yield/High-risk bonds are bonds that are rated below investment grade by the primary rating agencies (e.g., BB or lower by Standard & Poor’s and Ba or lower by Moody’s). Other terms commonly used to describe such bonds include “lower rated bonds,” “noninvestment grade bonds” and “junk bonds.”

Mortgage- and asset-backed securities are shares in a pool of mortgages or other debt. These securities are generally pass-through securities, which means that principal and interest payments on the underlying securities (less servicing fees) are passed through to shareholders on a pro rata basis. These securities involve prepayment risk, which is the risk that the underlying mortgages or other debt may be refinanced or paid off prior to their maturities during periods of declining interest rates. In that case, the portfolio manager may have to reinvest the proceeds from the securities at a lower rate. Potential market gains on a security subject to prepayment risk may be more limited than potential market gains on a comparable security that is not subject to prepayment risk.


	*Passive foreign investment companies (PFICs)* are any foreign corporations which generate certain amounts of passive income or hold certain amounts of assets for the production of passive income. Passive income includes dividends, interest, royalties, rents and annuities. To avoid taxes and interest that the Portfolio must pay if these investments are profitable, the Portfolio may make various elections permitted by the tax laws. These elections could require that the Portfolio recognize taxable income, which in turn must be distributed, before the securities are sold and before cash is received to pay the distributions.


	*Pay-in-kind bonds* are debt securities that normally give the issuer an option to pay cash at a coupon payment date or give the holder of the security a similar bond with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made.


	*Preferred stocks* are equity securities that generally pay dividends at a specified rate and have preference over common stock in the payment of dividends and liquidation. Preferred stock generally does not carry voting rights.


	*Rule 144A securities* are securities that are not registered for sale to the general public under the Securities Act of 1933, but that may be resold to certain institutional investors.


	*Standby commitments* are obligations purchased by the Portfolio from a dealer that give the Portfolio the option to sell a security to the dealer at a specified price.


	*Step coupon bonds* are debt securities that trade at a discount from their face value and pay coupon interest. The discount from the face value depends on the time remaining until cash payments begin, prevailing interest rates, liquidity of the security and the perceived credit quality of the issuer.


	*Strip bonds* are debt securities that are stripped of their interest (usually by a financial intermediary) after the securities are issued. The market value of these securities generally fluctuates more in response to changes in interest rates than interest-paying securities of comparable maturity.


	*Tender option bonds* are generally long-term securities that are coupled with an option to tender the securities to a bank, broker-dealer or other financial institution at periodic intervals and receive the face value of the bond. This type of security is commonly used as a means of enhancing the security’s liquidity.


	*U.S. government securities* include direct obligations of the U.S. government that are supported by its full faith and credit. Treasury bills have initial maturities of less than one year, Treasury notes have initial maturities of one to ten years and Treasury bonds may be issued with any maturity but generally have maturities of at least ten years. U.S. government securities also include indirect obligations of the U.S. government that are issued by federal agencies and government sponsored entities. Unlike Treasury securities, agency securities generally are not backed by the full faith and credit of the U.S. government. Some agency securities are supported by the right of the issuer to borrow from the Treasury, others are supported by the discretionary authority of the U.S. government to purchase the agency’s obligations and others are supported only by the credit of the sponsoring agency.


	*Variable and floating rate securities* have variable or floating rates of interest and, under certain limited circumstances, may have varying principal amounts. Variable and floating rate securities pay interest at rates that are adjusted periodically according to a specified formula, usually with reference to some interest rate index or market interest rate (the “underlying index”). The floating rate tends to decrease the security’s price sensitivity to changes in interest rates.


	*Warrants* are securities, typically issued with preferred stock or bonds, that give the holder the right to buy a proportionate amount of common stock at a specified price. The specified price is usually higher than the market price at the time of issuance of the warrant. The right may last for a period of years or indefinitely.


	*Zero coupon bonds* are debt securities that do not pay regular interest at regular intervals, but are issued at a discount from face value. The discount approximates the total amount of interest the security will accrue from the date of issuance to maturity. The market value of these securities generally fluctuates more in response to changes in interest rates than interest-paying securities.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward contracts are contracts to purchase or sell a specified amount of a financial instrument for an agreed upon price at a specified time. Forward contracts are not currently exchange traded and are typically negotiated on an individual basis. The Portfolio may enter into forward currency contracts to hedge against declines in the value of securities denominated in, or whose value is tied to, a currency other than the U.S. dollar or to reduce the impact of currency appreciation on purchases of such securities. It may also enter into forward contracts to purchase or sell securities or other financial indices.

Futures contracts are contracts that obligate the buyer to receive and the seller to deliver an instrument or money at a specified price on a specified date. The Portfolio may buy and sell futures contracts on foreign currencies, securities and financial indices including indices of U.S. government, foreign government, equity or fixed-income securities. The Portfolio may also buy options on futures contracts. An option on a futures contract gives the buyer the right, but not the obligation, to buy or sell a futures contract at a specified price on or before a specified date. Futures contracts and options on futures are standardized and traded on designated exchanges.

Indexed/structured securities are typically short- to intermediate-term debt securities whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices or other financial indicators. Such securities may be positively or negatively indexed (i.e. their value may increase or decrease if the reference index or instrument appreciates). Indexed/structured securities may have return characteristics similar to direct investments in the underlying instruments and may be more volatile than the underlying instruments. The Portfolio bears the market risk of an investment in the underlying instruments, as well as the credit risk of the issuer.

Interest rate swaps involve the exchange by two parties of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments).

Inverse floaters are debt instruments whose interest rate bears an inverse relationship to the interest rate on another instrument or index. For example, upon reset the interest rate payable on a security may go down when the underlying index has risen. Certain inverse floaters may have an interest rate reset mechanism that multiplies the effects of change in the underlying index. Such mechanism may increase the volatility of the security’s market value.

Options are the right, but not the obligation, to buy or sell a specified amount of securities or other assets on or before a fixed date at a predetermined price. The Portfolio may purchase and write put and call options on securities, securities indices and foreign currencies.

III. OTHER INVESTMENTS, STRATEGIES AND/OR TECHNIQUES

Repurchase agreements involve the purchase of a security by the Portfolio and a simultaneous agreement by the seller (generally a bank or dealer) to repurchase the security from the Portfolio at a specified date or upon demand. This technique offers a method of earning income on idle cash. These securities involve the risk that the seller will fail to repurchase the security, as agreed. In that case, the Portfolio will bear the risk of market value fluctuations until the security can be sold and may encounter delays and incur costs in liquidating the security.

Reverse repurchase agreements involve the sale of a security by the Portfolio to another party (generally a bank or dealer) in return for cash and an agreement by the Portfolio to buy the security back at a specified price and time. This technique will be used primarily to provide cash to satisfy unusually high redemption requests, or for other temporary or emergency purposes.

Short sales in which the Portfolio may engage may be of two types, short sales “against the box” or “naked” short sales. Short sales against the box involve selling either a security that the Portfolio owns, or a security equivalent in kind or amount to the security sold short that the Portfolio has the right to obtain, for delivery at a specified date in the future. Naked short sales involve selling a security that the Portfolio borrows and does not own. The Portfolio may enter into a short sale to hedge against anticipated declines in the market price of a security or to reduce portfolio volatility. If the value of a security sold short increases prior to the scheduled delivery date, the Portfolio loses the opportunity to participate in the gain. For “naked” short sales, the Portfolio will incur a loss if the value of a security increases during this period because it will be paying more for the security than it has received from the purchaser in the short sale and if the price declines during this period, the Portfolio will realize a short-term capital gain. Although the Portfolio’s potential for gain as a result of a short sale is limited to the price at which it sold the security short less the cost of borrowing the security, its potential for loss is theoretically unlimited because there is no limit to the cost of replacing the borrowed security.

When-issued, delayed delivery and forward transactions generally involve the purchase of a security with payment and delivery at some time in the future – i.e., beyond normal settlement. The Portfolio does not earn interest on such securities until settlement and bear the risk of market value fluctuations in between the purchase and settlement dates. New issues of stocks and bonds, private placements and U.S. government securities may be sold in this manner.


	You can request other information, including a Statement of Additional Information, Annual Report or Semiannual Report, free of charge, by contacting your plan sponsor or visiting our Web site at janus.com. In the Portfolio’s Annual and Semiannual Reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Portfolio’s performance during its last fiscal year. Other information is also available from financial intermediaries that sell Shares of the Portfolio.

	The Statement of Additional Information provides detailed information about the Portfolio and is incorporated into this Prospectus by reference. You may review and copy information about the Portfolio (including the Portfolio’s Statement of Additional Information) at the Public Reference Room of the SEC or get text only copies, after paying a duplicating fee, by sending an electronic request by e-mail to publicinfo@sec.gov or by writing to or calling the Public Reference Room, Washington, D.C. 20549-0102 (1-202-942-8090). You may also obtain reports and other information about the Portfolio from the Electronic Data Gathering Analysis and Retrieval (EDGAR) Database on the SEC’s Web site at http://www.sec.gov.

www.janus.com

100 Fillmore Street

Denver, CO 80206-4928

1-800-525-0020

Investment Company Act File No. 811-7736


	•	(888) PRU-2888 or write to us at:

	•	Prudential Annuity Service Center P.O. Box 7960 Philadelphia, PA 19101


•		does not provide a credit,

•		has lower withdrawal charges and insurance and administrative costs than the Contract With Credit.


•		During the accumulation phase, any earnings grow on a tax-deferred basis and are generally only taxed as income when you make a withdrawal.

•		The income phase starts when you begin receiving regular payments from your contract.


•		The one-year fixed interest rate option offers a base interest rate that is guaranteed by us for one year, and will always be at least between 1.5% to 3% per year depending on your state’s applicable law. We may also offer a higher interest rate on each purchase payment allocated to this option for the first year after the payment.

•		The dollar cost averaging fixed rate option offers an interest rate that is guaranteed by us for a selected period during which we make periodic transfers from this option to the variable investment options you select or to the one-year fixed interest rate option. We guarantee that the interest rate for the dollar cost averaging fixed rate option will always be at least 3% per year.


•		the highest value of the contract on any contract anniversary, which we call the “GMDB step-up value;”

•		the total amount you invest increased by a guaranteed rate of return, which we call the “GMDB roll-up value;” or

•		the greater of the GMDB step-up value or GMDB roll-up value.


•		Each year or upon full surrender we deduct a contract maintenance charge of $35 if your contract value is less than $75,000 (or 2% of your contract value, if that amount is less than $35). We do not impose the contract maintenance charge if your contract value is $75,000 or more. We may impose lesser charges in certain states.

•		For insurance and administrative costs, we also deduct a daily charge based on the average daily value of all assets allocated to the variable investment options, depending on the death benefit option that you choose. The daily cost is equivalent to an annual charge, as follows:


—	1.40% if you do not choose the guaranteed minimum death benefit,

—	1.65% if you choose the roll-up or step-up guaranteed minimum death benefit option, and

—	1.75% if you choose the guaranteed minimum death benefit option of the greater of the roll-up or step-up.


•		We will deduct an additional charge if you choose the earnings appreciator benefit supplemental death benefit. We deduct this charge from your contract value on the contract anniversary and upon certain other events. The charge for this benefit is based on an annual rate of 0.30% of your contract value.

•		We will deduct an additional charge if you choose the guaranteed minimum income benefit. We deduct this annual charge from your contract value on the contract anniversary and upon certain other events. The charge for this benefit is equal to 0.30% of the GMIB protected value.

•		We will deduct an additional charge if you choose the income appreciator benefit. We deduct this charge from your contract value on the contract anniversary and upon certain other events. The charge for this benefit is based on an annual rate of 0.25% of your contract value.

•		A few states and jurisdictions assess a premium tax when you begin receiving regular income payments from your annuity. In those states, we will assess the required premium tax charge, which can range up to 3.5% of your contract value.

•		The mutual funds in which the variable investment options invest also incur fees and expenses. For the year 2001, these daily charges ranged on an annual basis from 0.39% to 1.30% of a fund’s average daily net assets.

•		If you withdraw money (or you begin the income phase) less than seven contract anniversaries after making a purchase payment, then you may have to pay a withdrawal charge on all or part of the withdrawal. This charge ranges from 1-7% for the Contract Without Credit and 5-8% for the Contract With Credit (in certain states reduced withdrawal charges may apply for certain ages. Your contract contains the applicable charges).


These are the historical fund expenses for the year ended December 31, 2001. Fund expenses are not fixed or guaranteed by the Strategic Partners Annuity One contract and will vary from year to year.


•		You invest $10,000 in the Contract Without Credit;

•		You do not choose a Guaranteed Minimum Death Benefit, Earnings Appreciator Benefit, Guaranteed Minimum Income Benefit, or Income Appreciator Benefit;

•		You allocate all of your assets to only one of the variable investment options;

•		The investment has a 5% return each year;

•		The mutual fund’s operating expenses remain the same each year; and

•		You withdraw all your assets at the end of the indicated period.


•		You invest $10,000 in the Contract Without Credit;

•		You choose a Guaranteed Minimum Death Benefit that provides the greater of the step-up or roll-up death benefit;

•		You choose the Guaranteed Minimum Income Benefit;

•		You choose the Earnings Appreciator Benefit;

•		You choose the Income Appreciator Benefit;

•		You allocate all of your assets to only one of the variable investment options;

•		The investment has a 5% return each year;

•		The mutual fund’s operating expenses remain the same each year; and

•		You withdraw all your assets at the end of the indicated period.


*Notes for Expense Examples:* These examples do not show past or future expenses. Actual expenses may be higher or lower. These examples do not depict every possible combination of charges under the contracts.

These examples assume that the current expense reimbursements remain in effect during the life of the contract. If the expense reimbursements terminated, expenses could increase.

The values shown in the 10 year column are the same for Example 1a and Example 1b, the same for Example 2a and 2b, the same for Example 3a and 3b, and the same for Example 4a and 4b. This is because if 10 years have elapsed since your last purchase payment, we would no longer deduct withdrawal charges when you make a withdrawal or begin the income phase of your contract. Examples 3a, 3b, 4a and 4b reflect the maximum withdrawal charges, in certain states reduced withdrawal charges may apply for certain ages.

The examples use an average contract maintenance charge, which we calculated based on our estimate of the total contract fees we expect to collect. Based on these estimates, the contract maintenance charge is included as an annual charge of 0.05% of contract value.

Your actual fees will vary based on the amount of your contract and your specific allocation among the investment options.

A table of accumulation unit values of interests in each variable investment option appears in the Appendix.

The examples do not reflect premium taxes. We may apply a charge for premium taxes depending on what state you live in.


•	The annuitant must be 75 or younger in order for you to elect guaranteed minimum income benefit.
•	If you choose the guaranteed minimum income benefit, we will impose an annual charge equal to 0.30% of the GMIB protected value, described below. (In some states, we may calculate this fee on a different basis, but it will not be higher than 0.30% of the GMIB protected value.) See “What are the Expenses Associated with the Strategic Partners Annuity One Contract?” on page 44.
•	To take advantage of the guaranteed minimum income benefit, you must wait a certain amount of time before you begin the income phase. The waiting period is the period extending from the contract date to the 7th contract anniversary but, if the guaranteed minimum income benefit has been reset (as described below), the waiting period is the 7 year period beginning with the date of the most recent reset.


	•	the contract anniversary coinciding with or next following the annuitant’s 80th birthday,
	•	the 7th contract anniversary, or
	•	7 years from the most recent GMIB reset (as described below).


1)	the GMIB protected value as of the date you exercise the GMIB payout option, applied to the guaranteed annuity purchase rates and based on the annuity payout option as described below.
2)	the adjusted contract value—that is, the contract value minus any charge we impose for premium taxes—as of the date you exercise the GMIB payout option applied to the current annuity purchase rates then in use.


•	the contract anniversary coinciding with or next following the sole owner’s or older owner’s 80th birthday, or
•	the 5th contract anniversary.


•	If the sole beneficiary under the contract is the owner’s spouse, and the other requirements of the Spousal Continuance Benefit are met (see page 40), then the contract can continue, and the spouse will become the new owner of the contract; or
•	The spouse can receive the death benefit. If the spouse does wish to receive the death benefit, he or she must make that choice within the first 60 days following our receipt of proof of death. Otherwise, the beneficiary will receive the death benefit.


	Choice 1. Lump sum payment of the death benefit. If the beneficiary does not choose a payout option within sixty days, the beneficiary will receive this payout option.
	Choice 2. The payment of the entire death benefit within a period of 5 years from the date of death of the first to die of the owner or joint owner.


	The entire death benefit will include any increases or losses resulting from the performance of the variable or fixed interest rate options during this period. During this period the beneficiary may: reallocate the contract value among the variable or one-year fixed interest rate options; name a beneficiary to receive any remaining death benefit in the event of the beneficiary’s death; and make withdrawals from the contract value, in which case, any such withdrawals will not be subject to any withdrawal charges. However, the beneficiary may not make any purchase payments to the contract.
	During this 5 year period, we will continue to deduct from the death benefit proceeds the charges and costs that were associated with the features and benefits of the contract. Some of these features and benefits may not be available to the beneficiary, such as the GMIB, IAB and spousal continuance benefit.


	Choice 3. Payment of the death benefit under an annuity or annuity settlement option over the lifetime of the beneficiary or over a period not extending beyond the life expectancy of the beneficiary with distribution beginning within one year of the date of death of the last to survive of the owner or joint owner.


•	If the owner and joint owner are spouses at the death of the first to die of the two, any portion of the death benefit not applied under Choice 3 within one year of the survivor’s date of death must be distributed within five years of the survivor’s date of death.
•	If the owner and joint owner are not spouses at the death of the first to die of the two, any portion of the death benefit (which is equal to the adjusted contract value) not applied under Choice 3 within one year of the date of death of the first to die must be distributed within five years of that date of death.


•	40% if the owner is age 70 or younger on the date the application is signed.
•	25% if the owner is between ages 71 and 75 on the date the application is signed.
•	15% if the owner is between ages 76 and 79 on the date the application is signed.


•	In calculating the earnings appreciator benefit, we will use the age of the surviving spouse at the time that the spousal continuance benefit is activated to determine the applicable EAB percentage.
•	We will not allow the surviving spouse to continue the earnings appreciator benefit (or bear the charge associated with this benefit) if he or she is age 80 or older on the date that the spousal continuance benefit is activated.
•	If the earnings appreciator benefit is continued, we will calculate any applicable earnings appreciator benefit payable upon the surviving spouse’s death by treating the contract value (as adjusted under the terms of the spousal continuance benefit) as the first purchase payment.


•	the contract value, or
•	the sum of all invested purchase payments (adjusted for withdrawals),


•	the contract value,
•	the GMDB roll-up, or
•	the GMDB step-up,


•	if the elder owner is 80 or younger on the date that the purchase payment is made, then we will add a bonus credit to the purchase payment equal to 4% if the purchase payment is less than $250,000; 5% if the purchase payment is equal to or greater than $250,000 but less than $1 million; or 6% if the purchase payment is $1 million or greater; and
•	if the elder owner is aged 81-85 on the date that the purchase payment is made, then we will add a bonus credit equal to 3% of the amount of the purchase payment.


1)	adding up the total amount of money allocated to a specific investment option,
2)	subtracting from that amount insurance charges and any other applicable charges such as for taxes, and
3)	dividing this amount by the number of outstanding accumulation units.


•	1.40% on an annual basis if you choose the base death benefit,
•	1.65% on an annual basis if you choose either the roll-up or step-up guaranteed minimum death benefit option, and
•	1.75% on an annual basis if you choose the guaranteed minimum death benefit option of the greater of the roll-up or step-up.


•	each contract anniversary,
•	on the annuity date,
•	upon death of the sole or first to die of the owner or joint owner prior to the annuity date,
•	upon a full or partial withdrawal, and
•	upon a subsequent purchase payment.


•	on each contract anniversary,
•	on the annuity date,
•	upon death of the sole owner or first to die of the owner or joint owner prior to the annuity date,
•	upon a full withdrawal, and
•	upon a partial withdrawal if the contract value remaining after the partial withdrawal is not enough to cover the then applicable earnings appreciator benefit charge.