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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2000
SECURITIES ACT REGISTRATION NOS. 333-60561
INVESTMENT COMPANY ACT REGISTRATION NO. 811-08915
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 6 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 7 [X]
(CHECK APPROPRIATE BOX OR BOXES)
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PRUDENTIAL DIVERSIFIED FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 367-1495
JONATHAN D. SHAIN, ESQ.
100 MULBERRY STREET
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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COPIES TO:
ARTHUR J. BROWN, ESQ.
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVE., N.W.
WASHINGTON, D.C. 20036
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It is proposed that this filing will become effective
(check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on October 4, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[X] this post-effective amendment designates a new
effective date for a previously filed
post-effective amendment.
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<S> <C>
Title of Securities Being Registered.......... Shares of Beneficial Interest, $.001 par value
per share
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Parts A, B and C of Form N-1A are hereby incorporated by reference to Parts
A, B and C, respectively, of Registrant's Post-Effective Amendment No. 6 to its
Registration Statement on Form N-1A (File No. 333-08915) filed on August 1,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Newark and State of New Jersey, on the 29th day of September, 2000.
PRUDENTIAL DIVERSIFIED FUNDS
/s/ JOHN R. STRANGFELD
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John R. Strangfeld, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ EUGENE C. DORSEY Trustee September 29, 2000
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Eugene C. Dorsey
/s/ ROBERT GUNIA Vice President and Trustee September 29, 2000
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Robert Gunia
/s/ MAURICE HOLMES Trustee September 29, 2000
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Maurice Holmes
/s/ ROBERT E. LABLANC Trustee September 29, 2000
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Robert E. LaBlanc
/s/ DOUGLAS H. MCCORKINDALE Trustee September 29, 2000
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Douglas H. McCorkindale
/s/ THOMAS T. MOONEY Trustee September 29, 2000
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Thomas T. Mooney
/s/ DAVID R. ODENATH, JR. Vice President and Trustee September 29, 2000
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David R. Odenath, Jr.
/s/ STEPHEN STONEBURN Trustee September 29, 2000
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Stephen Stoneburn
/s/ W. SCOTT MCDONALD, JR. Trustee September 29, 2000
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W. Scott McDonald, Jr.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ JOSEPH WEBER PH.D Trustee September 29, 2000
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Joseph Weber Ph.D
/s/ SAUL K. FENSTER Trustee September 29, 2000
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Saul K. Fenster
/s/ CLAY T. WHITEHEAD Trustee September 29, 2000
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Clay T. Whitehead
/s/ JOHN R. STRANGFELD President and Trustee September 29, 2000
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John R. Strangfeld
/s/ GRACE C. TORRES Treasurer and Principal September 29, 2000
--------------------------------------------------- Financial and Accounting
Grace C. Torres Officer
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EXHIBIT INDEX
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(a)(1) Certificate of Trust.**
(2) Agreement and Declaration of Trust.**
(3) Amendment No. 1 to Agreement and Declaration of Trust.***
(b) By-Laws.**
(c) In response to this item, Registrant incorporates by
reference the following provisions from its Agreement and
Declaration of Trust and By-Laws, filed herewith as Exhibit
a(1) and Exhibit (b), defining rights of the Trust's
shareholders: Articles III and V of Agreement and
Declaration of Trust; Article III of By-Laws.
(d)(1) Management Agreement between the Registrant and Prudential
Investments Fund Management LLC.****
(2) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Pacific Investment Management Company
with respect to the Conservative Growth Fund.****
(3) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Pacific Investment Management Company
with respect to the Moderate Growth Fund.****
(4) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Lazard Asset Management with respect to
the Moderate Growth Fund.****
(5) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Lazard Asset Management with respect to
the High Growth Fund.****
(6) Subadvisory Agreement between Prudential Investments Fund
Management LLC and The Dreyfus Corporation with respect to
the Conservative Growth Fund.****
(7) Subadvisory Agreement between Prudential Investments Fund
Management LLC and The Dreyfus Corporation with respect to
the Moderate Growth Fund.****
(8) Subadvisory Agreement between Prudential Investments Fund
Management LLC and The Dreyfus Corporation with respect to
the High Growth Fund.****
(9) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Franklin Advisers, Inc with respect to
the Conservative Growth Fund.****
(10) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Franklin Advisers, Inc with respect to
the Moderate Growth Fund.****
(11) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Franklin Advisers, Inc with respect to
the High Growth Fund.****
(12) Subadvisory Agreement between Prudential Investments Fund
Management LLC and The Prudential Investment Corporation
with respect to the Conservative Growth Fund.****
(13) Subadvisory Agreement between Prudential Investments Fund
Management LLC and The Prudential Investment Corporation
with respect to the Moderate Growth Fund.****
(14) Subadvisory Agreement between Prudential Investments Fund
Management LLC and The Prudential Investment Corporation
with respect to the High Growth Fund.****
(15) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Jennison Associates LLC with respect to
the Conservative Growth Fund.****
(16) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Jennison Associates LLC with respect to
the Moderate Growth Fund.****
(17) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Jennison Associates LLC with respect to
the High Growth Fund.****
(18) Amendment to Subadvisory Agreement between Prudential
Investments Fund Management LLC and The Prudential
Investment Corporation with respect to Conservative Growth
Fund.**
(19) Amendment to Subadvisory Agreement between Prudential
Investments Fund Management LLC and The Prudential
Investment Corporation with respect to Moderate Growth
Fund.**
(20) Form of Amendment to Subadvisory Agreement between
Prudential Investments Fund Management LLC and The
Prudential Investment Corporation with respect to High
Growth Fund.**
(e)(1) Distribution Agreement between the Registrant and Prudential
Investment Management Services LLC.****
(2) Form of Selected Dealer Agreement****
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<C> <S>
(g)(1) Custodian Contract between the Registrant and State Street
Bank and Trust Company.****
(2) Amendment to Appendix A to Custodian Contract dated October
5, 1998.****
(3) Amendment to Custodian Contract dated February 22, 1999.****
(h)(1) Transfer Agency and Service Agreement between the Registrant
and Prudential Mutual Fund Services, Inc.****
(2) Form of Amendment to Transfer Agency and Services Agreement
between the Registrant and Prudential Mutual Fund Services
LLC.**
(i)(1) Opinion of Morris, Nichols, Arsht & Tunnell dated August 3,
1998.**
(2) Consent of Counsel.**
(j) Consent of Independent Accountants.**
(l) Purchase Agreement.****
(m)(1) Distribution and Service Plan for Class A shares.**
(2) Distribution and Service Plan for Class B shares.**
(3) Distribution and Service Plan for Class C shares.**
(n) Rule 18f-3 Plan.**
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* Filed herewith.
** Incorporated by reference to the Registrant's initial Registration
Statement on Form N-1A, filed with the Commission on August 4, 1998 (File
No. 333-60561).
*** Incorporated by reference to the Registrant's Pre-Effective Amendment No.
1 filed with the Commission on September 17, 1998 (File No. 333-60561).
**** Incorporated by reference to the Registrant's Post-Effective Amendment No.
4 filed with the Commission on October 7, 1999 (File No. 333-60561).
