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Prudential IncomeVertible(R) Fund, Inc.
Supplement dated June 15, 1995
to Prospectus dated March 1, 1995
The Board of Directors of Prudential IncomeVertible(R) Fund, Inc. (the Fund)
has recently approved a proposal to exchange the assets and liabilities of the
Fund for shares of Prudential Allocation Fund (Conservatively Managed Portfolio)
(the Conservative Portfolio). Class A, Class B and Class C shares of the Fund
would be exchanged at net asset value for shares of equivalent value of the
Conservative Portfolio.
The transfer has been approved by the Board of Directors of the Fund and by
the Trustees of the Conservative Portfolio, and is subject to approval by the
shareholders of the Fund. It is anticipated that a proxy statement/prospectus
relating to the transaction will be mailed to the Fund's shareholders in or
about late July 1995.
Under the terms of the proposal, shareholders of the Fund would become
shareholders of the Conservative Portfolio. No sales charges would be imposed on
the proposed transfer. The Fund anticipates obtaining an opinion of its counsel
that no gain or loss for federal income tax purposes would be recognized by
shareholders of the Fund as a result of the proposed transaction.
Effective immediately, the Fund will no longer accept orders
to purchase or exchange into its shares of any class, except for purchases by
certain Retirement and Employee Plans (excluding IRA accounts). Existing
shareholders may continue to acquire shares through dividend reinvestment. The
current exchange privilege of obtaining shares of other Prudential
Mutual Funds and the current redemption privilege will remain in effect until
the transaction is consummated.
The Conservative Portfolio's investment objective is to achieve a high total
investment return consistent with moderate risk. Gregory P. Goldberg, vice
president and portfolio manager of Prudential Investment Advisors, a unit of The
Prudential Investment Corporation, is the portfolio manager of both the Fund and
the Conservative Portfolio.
MF129C-2 (6/15/95)
