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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 2000
REGISTRATION NO. 333-66895
811-09101
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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 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 4 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 5 /X/
(Check appropriate box or boxes)
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PRUDENTIAL TAX-MANAGED 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) 367-7525
MARGUERITE E.H. MORRISON, ESQ.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(Name and Address of Agent for Service)
Approximate date of proposed public offering:
As soon as practicable after the effective
date of the Registration Statement.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
/ / immediately upon filing pursuant to paragraph (b)
/X/ on May 11, 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.
Title of Securities Being Registered...Shares of Beneficial Interest, $.001
par value per share.
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The Explanatory Note and Parts A, B and C of Form N-1A are hereby
incorporated by reference to The Explanatory Note and Parts A, B and C,
respectively, of Registrant's Post-Effective Amendment No. 2 to its Registration
Statement on Form N-1A (File No. 333-66895) filed on December 30, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Fund 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 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, duly authorized, in the City of Newark, and State of
New Jersey, on the 11th day of April, 2000.
PRUDENTIAL TAX-MANAGED FUNDS
By /s/ JOHN R. STRANGFELD, JR.
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John R. Strangfeld, Jr.,
PRESIDENT
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
/s/ GRACE C. TORRES
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Grace C. Torres Treasurer April 11, 2000
and
Principal
Financial
and
Accounting
Officer
/s/ DELAYNE D. GOLD
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Delayne D. Gold Trustee April 11, 2000
/s/ ROBERT F. GUNIA
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Robert F. Gunia Trustee April 11, 2000
/s/ DOUGLAS H. MCCORKINDALE
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Douglas H. McCorkindale Trustee April 11, 2000
/s/ THOMAS T. MOONEY
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Thomas T. Mooney Trustee April 11, 2000
/s/ STEPHEN P. MUNN
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Stephen P. Munn Trustee April 11, 2000
/s/ DAVID R. ODENATH, JR.
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David R. Odenath, Jr. Trustee April 11, 2000
/s/ RICHARD A. REDEKER
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Richard A. Redeker Trustee April 11, 2000
/s/ ROBIN B. SMITH
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Robin B. Smith Trustee April 11, 2000
/s/ JOHN R. STRANGFELD, JR.
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John R. Strangfeld, Jr. President April 11, 2000
and
Trustee
/s/ LOUIS A. WEIL, III
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Louis A. Weil, III Trustee April 11, 2000
/s/ CLAY T. WHITEHEAD
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Clay T. Whitehead Trustee April 11, 2000
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
(a) (1) Agreement and Declaration of Trust. Incorporated by
reference to Exhibit (a)(1) to the Registration Statement on
Form N-1A (File No. 333-66895) filed on November 6, 1998.
(2) Certificate of Trust. Incorporated by reference to
Exhibit (a)(2) to the Registration Statement on Form N-1A
(File No. 333-66895) filed on November 6, 1998.
(3) First Amendment to Agreement and Declaration of Trust.
Incorporated by reference to Exhibit (a)(3) to Post-
Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 333-66895) filed on December 30, 1999.
(4) First Amendment to Certificate of Trust. Incorporated by
reference to Exhibit (a)(4) to Post-Effective Amendment No.
2 to the Registration Statement on Form N-1A (File No.
333-66895) filed on December 30, 1999.
(b) Amended By-Laws. Incorporated by reference to Exhibit (b) to
Post-Effective Amendment No. 1 to the Registration Statement
on Form N-1A (File No. 333-66895) filed on December 29,
1999.
(c) Instruments defining rights of shareholders. Incorporated by
reference to Exhibit (c) to the Registration Statement on
Form N-1A (File No. 333-66895) filed on November 6, 1998.
(d) (1) Management Agreement between the Registrant and
Prudential Investments Fund Management LLC. Incorporated by
reference to Exhibit (d)(1) to Post-Effective Amendment
No. 1 to the Registration Statement on Form N-1A (File
No. 333-66895) filed on December 29, 1999.
(2) Amended and Restated Subadvisory Agreement between
Prudential Investments Fund Management LLC and The
Prudential Investment Corporation. Incorporated by reference
to Exhibit (d)(2)to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A (File No. 333-66895)
filed on December 29, 1999.
(3) Form of Management Agreement for Prudential Tax-Managed
Growth Fund. Incorporated by reference to Exhibit (d)(3) to
Post-Effective Amendment No. 2 to the Registration Statement
on Form N-1A (File No. 333-66895) filed on December 30,
1999.
(4) Form of Subadvisory Agreement for Prudential Tax-Managed
Growth Fund. Incorporated by reference to Exhibit (d)(4) to
Post-Effective Amendment No. 2 to the Registration Statement
on Form N-1A (File No. 333-66895) filed on December 30,
1999.
(e) (1) Distribution Agreement between the Registrant and
Prudential Investment Management Services LLC. Incorporated
by reference to Exhibit (e)(1) to Post-Effective Amendment
No. 1 to the Registration Statement on Form N-1A (File
No. 333-66895) filed on December 29, 1999.
(2) Form of Selected Dealer Agreement. Incorporated by
reference to Exhibit (e)(2) to the Registration Statement on
Form N-1A (File No. 333-66895) filed on November 6, 1998.
(3) Form of Distribution Agreement for Prudential
Tax-Managed Growth Fund. Incorporated by reference to
Exhibit (e)(3) to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A (File No. 333-66895)
filed on December 30, 1999.
(g) (1) Custodian Contract between the Registrant and State
Street Bank and Trust Company. Incorporated by reference to
Exhibit (g) to the Registration Statement on Form N-1A (File
No. 333-66895) filed on November 6, 1998.
(2) Amendment to Custodian Contract. Incorporated by
reference to Exhibit (g)(2) to Post-Effective Amendment
No. 1 to the Registration Statement on Form N-1A (File
No. 333-66895) filed on December 29, 1999.
(h) (1) Transfer Agency and Service Agreement between the
Registrant and Prudential Mutual Fund Services LLC.
Incorporated by reference to Exhibit (h) to the Registration
Statement on Form N-1A (File No. 333-66895) filed on
November 6, 1998.
(2) Amendment to Transfer Agency Agreement. Incorporated by
reference to Exhibit (h)(2) to Post-Effective Amendment
No. 1 to the Registration Statement on Form N-1A (File
No. 333-66895) filed on December 29, 1999.
(i) (1) Opinion and Consent of Counsel. Incorporated by
reference to Exhibit (i) to Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1A (File
No. 333-66895) filed on December 24, 1998.
(j) Consent of Independent Accountants.*
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
(m) (1) Distribution and Service Plan for Class A Shares.
Incorporated by reference to Exhibit (m)(1) to the
Registration Statement on Form N-1A (File No. 333-66895)
filed on November 6, 1998.
(2) Distribution and Service Plan for Class B Shares.
Incorporated by reference to Exhibit (m)(2) to the
Registration Statement on Form N-1A (File No. 333-66895)
filed on November 6, 1998.
(3) Distribution and Service Plan for Class C Shares.
Incorporated by reference to Exhibit (m)(3) to the
Registration Statement on Form N-1A (File No. 333-66895)
filed on November 6, 1998.
(4) Distribution and Service Plan for Class A Shares of
Prudential Tax-Managed Growth Fund. Incorporated by
reference to Exhibit (m)(4) to Post-Effective Amendment No.
2 to the Registration Statement on Form N-1A (File No.
333-66895) filed on December 30, 1999.
(5) Distribution and Service Plan for Class B Shares of
Prudential Tax-Managed Growth Fund. Incorporated by
reference to Exhibit (m)(5) to Post-Effective Amendment No.
2 to the Registration Statement on Form N-1A (File No.
333-66895) filed on December 30, 1999.
(6) Distribution and Service Plan for Class C Shares of
Prudential Tax-Managed Growth Fund. Incorporated by
reference to Exhibit (m)(6) to Post-Effective Amendment No.
2 to the Registration Statement on Form N-1A (File No.
333-66895) filed on December 30, 1999.
(o) Amended and Restated Rule 18f-3 Plan. Incorporated by
reference to Exhibit (o) to Post-Effective Amendment No. 2
to the Registration Statement on Form N-1A
(File No. 333-66895) filed on December 30, 1999.
(p) Codes of Ethics.*
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* To be filed by amendment.
