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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
................................................................................
(Name of Registrant as Specified In Its Charter)
PRUDENTIAL DEVELOPING MARKETS FUND
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
........................................................................
2) Aggregate number of securities to which transaction applies:
........................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
........................................................................
4) Proposed maximum aggregate value of transaction:
........................................................................
5) Total fee paid:
........................................................................
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
........................................................................
2) Form, Schedule or Registration Statement No.:
........................................................................
3) Filing Party:
........................................................................
4) Date Filed:
........................................................................
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PRUDENTIAL MUTUAL FUNDS
GATEWAY CENTER THREE, 100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
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March 31, 1999
Dear Shareholder:
Enclosed is a proxy statement asking you to vote in favor of two proposals
relating to the management and operation of your Fund -- the Prudential Latin
America Equity Fund, a series of Prudential Developing Markets Fund.
The first proposal, if adopted, would allow the Fund to invest more than
25% of its assets in the securities of issuers in the telecommunications
industry. Management of the Fund believes that the ability to concentrate in
the securities of these issuers will allow the Fund to more fully reflect the
relatively large percentage of market capitalization of Latin American
securities represented by the telecommunications industry. This should allow
the Fund to better compete against its applicable benchmarks and other funds
that are permitted to invest more than 25% of assets in this sector.
The second proposal asks you to ratify the selection of
PricewaterhouseCoopers LLP as your Fund's independent accountants for the fiscal
year ending May 31, 1999. The Board of Trustees of Prudential Developing
Markets Fund previously selected PricewaterhouseCoopers LLP as the Fund's
independent accountants, subject to shareholder ratification.
A meeting will be held on April 15, 1999 to consider these proposals and to
transact any other business that may properly come before the meeting. This
proxy statement contains detailed information about each proposal and we
recommend that you read it carefully. After you have considered the proposals,
we ask that you vote on each proposal by completing the proxy card and returning
it to us in the enclosed postage-paid envelope.
Thank you for your attention to this matter.
Very truly yours,
Mendel A. Melzer
President
Prudential Mutual Funds
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PROXY CARDS FOR YOUR FUND ARE ENCLOSED ALONG WITH THE PROXY STATEMENT. PLEASE
VOTE YOUR SHARES TODAY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE
POSTAGE PREPAID ENVELOPE PROVIDED. THE BOARD OF YOUR FUND RECOMMENDS THAT YOU
VOTE "FOR" EACH PROPOSAL.
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PRUDENTIAL DEVELOPING MARKETS FUND
PRUDENTIAL LATIN AMERICA EQUITY FUND
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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To Our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders (the
Meeting) of Prudential Latin America Equity Fund (the Fund), a series of
Prudential Developing Markets Fund, will be held on April 15, 1999 at 11:00
a.m., at Gateway Center Two, 100 Mulberry Street, 3rd Floor, Newark, New
Jersey, 07102, for the following purpose:
1. To approve or disapprove the adoption of a concentration policy for
the Fund to allow the Fund to invest in excess of 25 percent (25%)
of its assets in securities of issuers engaged in the
telecommunications industry.
2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund for the fiscal year ending May
31, 1999.
3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on February 23,
1999 as the record date for the determination of shareholders entitled to vote
at the Meeting or any adjournment thereof.
Robert C. Rosselot
Secretary
Dated: March ____, 1999
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WHETHER OR NOT YOU EXPECT TO ATTEND THIS MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
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<PAGE>
PRUDENTIAL DEVELOPING MARKETS FUND
PRUDENTIAL LATIN AMERICA EQUITY FUND
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077
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PROXY STATEMENT
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This Proxy Statement is furnished by the Board of Trustees of Prudential
Developing Markets Fund (the Trust) in connection with the solicitation of
proxies for use at a Special Meeting of Shareholders of the Latin America Equity
Fund (the Fund), a series of the Trust, to be held on April 15, 1999 at 11:00
a.m., at Gateway Center Two, 100 Mulberry Street, 3rd Floor, Newark, New Jersey
07102. The purpose of the Meeting and the matters to be acted upon are set forth
in the accompanying Notice of Special Meeting.
If the accompanying form of proxy is executed properly and returned,
shares represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted FOR the proposals. A proxy may be revoked at any time prior to the
time it is voted by written notice to the Secretary of the Fund or by attendance
at the Meeting. If sufficient votes to approve one or more of the proposed items
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting or represented by proxy. When voting on a proposed
adjournment, the persons named as proxies will vote all shares that they are
entitled to vote for the proposed adjournment with respect to each proposed
item, unless directed to disapprove any proposed item, in which case such shares
will be voted against the proposed adjournment with respect to the proposed item
or items which the person named as proxy was directed to disapprove. In the
event that a meeting is adjourned, the same procedures will apply at a later
meeting date.
The close of business on February 23, 1999 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Meeting. On that date, the Fund had _______________ shares of
beneficial interest outstanding and entitled to vote. Each share will be
entitled to one vote at the Meeting. It is expected that the Notice of Special
Meeting, Proxy Statement and accompanying form of proxy will first be mailed to
shareholders of record on or about March 31, 1999.
As of February 23, 1999, [The Prudential Insurance Company of America,
751 Broad Street, Newark, New Jersey 07102], held, as record and beneficial
owner, ____________ shares of the Fund, which represented approximately __% of
the shares of the Fund then outstanding. Management does not know of any other
person or group who owned beneficially 5% or more of the Fund's outstanding
shares on the record date. As of the record date, the Trustees and officers of
the Fund, as a group, owned less than 1% of the outstanding shares of the Fund.
The expenses of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation materials to beneficial owners. The solicitation of proxies will
be largely by mail but may include, without cost to the Fund, telephonic or oral
communications by regular employees of Prudential Securities Incorporated
(Prudential Securities). In addition, the Board of Trustees of the Fund has
authorized management to retain, at their discretion, Shareholder Communications
Corporation, a proxy solicitation firm, to assist in the solicitation of proxies
for this Meeting. The cost of solicitations, including specified expenses, is
not expected to exceed $_______ and will be borne by the Fund.
Prudential Investment Fund Management LLC (PIFM) Gateway Center Three,
Newark, New Jersey 07102, serves as the Fund's Manager under a management
agreement with the Trust dated June 1, 1998. Investment advisory services are
provided to the Fund by PIFM through its affiliate, The Prudential
<PAGE>
Investment Corporation (PIC), doing business as Prudential Investments (the
Subadviser), Prudential Plaza, Newark, New Jersey 07102, under a Subadvisory
Agreement with PIFM dated June 1, 1998. Prudential Investment Management
Services LLC (PIMS), Gateway Center Three, Newark, New Jersey 07102, serves as
principal underwriter of Fund shares pursuant to a Distribution Agreement with
the Trust dated June 1, 1998. Both PIFM and PIC are indirect, wholly owned
subsidiaries of The Prudential Insurance Company of America (Prudential). PIMS
is a direct, wholly owned subsidiary of Prudential.
The semi-annual report to shareholders of the Fund, which includes
unaudited financial statements as of November 30, 1998, is available by
contacting the PIFM or PIMS at the above addresses, or by calling the Fund at
(800) 225-1852.
APPROVAL OF THE ADOPTION OF A CONCENTRATION POLICY
FOR THE FUND TO ALLOW THE FUND TO INVEST
IN EXCESS OF 25% OF ITS ASSETS IN SECURITIES OF
ISSUERS ENGAGED IN THE TELECOMMUNICATIONS INDUSTRY
(Proposal No. 1)
You are asked to approve the adoption of a concentration policy for the
Fund which will allow the Fund to invest in excess of 25% of its assets in
securities of issuers engaged in the telecommunications industry
(Telecommunications Securities).
The Board of Trustees of Prudential Developing Markets Fund considered
and approved the adoption of this concentration policy for the Fund at a meeting
held on February 23, 1999. The Fund currently does not reserve the right to
concentrate more than 25% of its assets in a particular sector or industry. In
order to do so, the Investment Company Act requires that the Fund's Prospectus
disclose its intended industry concentration and that the Board of Trustees and
shareholders approve the adoption of such concentration policy.
The adoption of an industry concentration policy in the Fund is
necessitated by the very large portion of stock market capitalization
represented by Telecommunications Securities. Telecommunications Securities
currently represent approximately 30% of market capitalization of available
Latin American equity securities. If the Fund's Subadviser is unable to invest
more than 25% of the Fund's assets in Telecommunications Securities, the
portfolio will be at a disadvantage against its applicable index (for comparison
purposes) and its competition, which is generally able to concentrate in this
sector. Because the Fund is focused on one region within a volatile asset class
(Latin American equity securities) and because there are relatively few
countries, industries and companies within the region, the Subadviser believes
that it is appropriate and desirable to permit the requested concentration to
increase its flexibility in selecting portfolio securities for the Fund.
Concentration of investment in a single industry can result in greater
risk to the Fund and its shareholders due to the increased exposure to adverse
economic changes that can affect a particular industry. In particular,
concentration of the Fund's investments in Telecommunications Securities may
make the Fund more susceptible to events which impact the telecommunications
industry or particular companies within the industry. For example, factors such
as increased competition from both national and international product and
service providers, rate regulation or technical obsolescence may adversely
affect the Fund's investments in Telecommunication Securities and, as a result,
its performance.
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Required Vote
Adoption of Proposal No. 1 requires the approval of a majority of the
outstanding voting securities of the Fund. Under the Investment Company Act, a
majority of the Fund's outstanding voting securities is defined as the lesser of
(i) 67% of the Fund's outstanding voting shares represented at a meeting at
which more than 50% of the Fund's outstanding voting shares are represented in
person or represented by proxy, or (ii) more than 50% of the Fund's outstanding
voting shares. If the proposed concentration policy is not approved, the Fund
would continue to be restricted from investing more than 25% of its assets in a
single industry and that restriction could not be changed without the approval
of a majority of the outstanding voting securities of the Fund.
THE BOARD OF TRUSTEES RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 1
RATIFICATION OF INDEPENDENT ACCOUNTANTS
(Proposal No. 2)
The Board of Trustees of the Fund, including a majority of the members of
the Board of Trustee who are not interested persons of the Fund, have selected
PricewaterhouseCoopers LLP as independent accountants for the Fund for the
Fund's fiscal year ending May 31, 1999. The ratification of the selection
of independent accountants is to be voted on at the Meeting and it is intended
that the persons named in the accompanying proxy vote for PricewaterhouseCoopers
LLP. No representative of PricewaterhouseCoopers LLP is expected to be present
at the Meeting.
The Board of Trustees' policy regarding engaging independent accountants'
services is that management may engage the Fund's principal independent accounts
to perform any service(s) normally provided by independent accounting firms,
provided that such service(s) meets any and all of the independence requirements
of the American Institute of Certified Public Accountants and the Securities and
Exchange Commission. The Audit Committee will review and approve services
provided by the independent accountants prior to their being rendered. The
Board of Trustees also receives a report from its Audit Committee relating to
all services after they have been performed by the Fund's independent
accountants.
Required Vote
The affirmative vote of at least a majority of the votes cast, in person or
by proxy, at the meeting is required for ratification.
THE BOARD OF TRUSTEES RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 2
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OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Fund.
Robert C. Rosselot
Secretary
Dated: March , 1999
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Shareholders who do not expect to be present at the meeting and who wish to
have their shares voted are requested to date and sign the enclosed proxy and
return it in the enclosed envelope. No postage is required if mailed in the
United States.
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PROXY
PRUDENTIAL DEVELOPING MARKETS FUND
Prudential Latin America Equity Fund
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert F. Gunia, Robert C. Rosselot and
Grace C. Torres as Proxies, each with power of substitution, and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of Prudential Developing Markets Fund-Prudential Latin America Equity
Fund held of record by the undersigned on February 23, 1999, at the Special
Meeting of SHAREHOLDERS TO BE HELD ON April 15, 1999, or any adjournment
thereof.
THE BOARD OF TRUSTEES RECOMMENDS YOU VOTE FOR PROPOSAL NOS. 1 AND 2
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C> <C>
1. To approve or disapprove the adoption of a concentration policy / / / / / /
for the Fund to allow the Fund to invest in excess of 25 percent
(25%) of its assets in securities of issuers engaged in the
telecommunications industry
2. To ratify or reject the selection of PricewaterhouseCoopers LLP / / / / / /
as independent accountants of the Fund for the fiscal year ending
May 31, 1999
Mark box at right if an address change has
been noted on the reverse side of this card. / /
</TABLE>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY, USING THE ENCLOSED
ENVELOPE.
THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DESCRIBED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF EXECUTED AND NO DIRECTION IS MADE WITH RESPECT
TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED "FOR" SUCH PROPOSAL.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by
president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
DATE:_______________ RECORD DATE SHARES: ___________________
_____________________ ________________________________________
Shareholder sign here Joint owner sign here
