To the Shareholders and Board of Trustees of
Prudential Diversified Funds
(2)
Report of Independent Accountants
To the Shareholders and Board of Trustees of
Prudential Diversified Funds
In planning and performing our audit of the
financial statements of Prudential Diversified
Funds (the "Funds", consisting of Prudential
Diversified Conservative Growth Fund, Prudential
Diversified Moderate Growth Fund and Prudential
Diversified High Growth Fund) for the year ended
July 31, 2000, we considered its internal
control, including control activities for
safeguarding securities, in order to determine
our auditing procedures for the purpose of
expressing our opinion on the financial
statements and to comply with the requirements of
Form N-SAR, not to provide assurance on internal
control.
The management of the Funds is responsible for
establishing and maintaining internal control.
In fulfilling this responsibility, estimates and
judgments by management are required to assess
the expected benefits and related costs of
controls. Generally, controls that are relevant
to an audit pertain to the entity's objective of
preparing financial statements for external
purposes that are fairly presented in conformity
with generally accepted accounting principles.
Those controls include the safeguarding of assets
against unauthorized acquisition, use or
disposition.
Because of inherent limitations in internal
control, errors or fraud may occur and not be
detected. Also, projection of any evaluation of
internal control to future periods is subject to
the risk that controls may become inadequate
because of changes in conditions or that the
effectiveness of their design and operation may
deteriorate.
Our consideration of internal control would not
necessarily disclose all matters in internal
control that might be material weaknesses under
standards established by the American Institute
of Certified Public Accountants. A material
weakness is a condition in which the design or
operation of one or more of the internal control
components does not reduce to a relatively low
level the risk that misstatements caused by error
or fraud in amounts that would be material in
relation to the financial statements being
audited may occur and not be detected within a
timely period by employees in the normal course
of performing their assigned functions. However,
we noted no matters involving internal control
and its operation, including controls for
safeguarding securities, that we consider to be
material weaknesses as defined above as of July
31, 2000.
This report is intended solely for the
information and use of the Board of Trustees,
management and the Securities and Exchange
Commission and is not intended to be and should
not be used by anyone other than these specified
parties.
PricewaterhouseCoopers LLP
September 22, 2000
