INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/x/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-ll(c) or Rule 14a-12
The Global Total Return Fund, Inc.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
The Global Total Return Fund, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-ll(c) (1) (ii), 14a-6(i) (1), or Rule
14a-6(i) (2).
/ / $500 per each party per Exchange Act Rule 14a-6(i) (3), or Rule
14a-6(i) (2).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i) (4)
and 0-ll.
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PRELIMINARY COPY
THE GLOBAL TOTAL RETURN FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To Our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of The
Global Total Return Fund, Inc. (the Fund) will be held on December 6, 1995, at
9:00 A.M. at One Seaport Plaza, 199 Water Street, New York, New York 10292, for
the following purposes:
1. To approve or disapprove a proposal to convert the Fund from a closed-end
investment company to an open-end investment company.
2. To approve or disapprove changes to investment restrictions and policies
of the Fund as follows:
a. To clarify the Fund's permitted use of margin.
b. To increase the Fund's borrowing capabilities.
c. To clarify the Fund's loan policies.
3. If Proposal No. 1 is approved, to approve or disapprove a new Management
Agreement between the Fund and Prudential Mutual Fund Management, Inc. and a new
Subadvisory Agreement between Prudential Mutual Fund Management, Inc. and The
Prudential Investment Corporation.
4. To elect Directors as follows:
a. If Proposal No. 1 is approved, to elect seven Directors.
b. If Proposal No. 1 is not approved, to elect three Directors.
5. If Proposal No. 1 is approved, to approve or disapprove a Plan of
Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended.
6. If Proposal No. 1 is approved, to approve or disapprove an Alternative
Purchase Plan and an amendment to the Fund's Articles of Incorporation to permit
the issuance of multiple classes of shares.
7. To ratify the selection by the Board of Directors of Deloitte & Touche
LLP as independent accountants for the year ending December 31, 1995.
8. To consider and act upon any other business as may properly come before
the Meeting or any adjournment thereof.
Only holders of Common Stock of record at the close of business on
September 29, 1995 are entitled to notice of and to vote at this Meeting or any
adjournment thereof.
S. JANE ROSE
Secretary
Dated: October , 1995
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WHETHER OR NOT YOU EXPECT TO ATTEND THE 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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THE GLOBAL TOTAL RETURN FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
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PROXY STATEMENT
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This Proxy Statement is furnished by the Board of Directors of The Global
Total Return Fund, Inc. (the Fund) in connection with its solicitation of
proxies for use at the Annual Meeting of Shareholders (the Meeting) to be held
on December 6, 1995 at 9:00 A.M., at One Seaport Plaza, 199 Water Street, New
York, New York 10292, the Fund's principal executive office. The purpose of the
Meeting and the matters to be acted upon are set forth in the accompanying
Notice of Meeting.
The most recent annual and semi-annual report for the Fund has previously
been sent to shareholders and may be obtained without charge by writing the Fund
at One Seaport Plaza, New York, New York 10292 or by calling 1-800-451-6788.
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 election of directors, and FOR the other 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 for the proposed adjournment all shares that they are
entitled to vote with respect to each item, unless directed to disapprove the
item, in which case such shares will be voted against the proposed adjournment.
In the event that a meeting is adjourned, the same procedure will apply at a
later meeting date.
If a Proxy that is properly executed and returned accompanied by
instructions to withhold authority to vote (an abstention) or represents a
broker "non-vote" (that is, a Proxy from a broker or nominee indicating that
such person has not received instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with respect to which the
broker or nominee does not have discretionary power), the shares represented
thereby, with respect to matters to be determined by a majority of the votes
cast on such matters, will be considered present for purposes of determining the
existence of a quorum for the transaction of business but, not being cast, will
have no effect on the outcome of such matters. With respect to matters requiring
the affirmative vote of a majority of the total shares outstanding, an
abstention or broker non-vote will be considered present for purposes of
determining the existence of a quorum but will have the effect of a vote against
such matters.
The close of business on September 29, 1995 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 66,207,699 shares of Common Stock
outstanding and entitled to vote.
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Each share will be entitled to one vote at the Meeting. It is expected that the
Notice of Special Meeting, Proxy Statement and form of proxy will first be
mailed to shareholders of record on or about October , 1995.
As of September 29, 1995, Lowe, Brockenbrough & Tattersall, Inc. (Lowe
Brockenbrough), a registered investment advisor, whose business address is 6620
West Broad Street, Suite 300, Richmond, Virginia 23230-1720, held in the
aggregate 6,981,000 shares of the Fund's common stock representing approximately
10.5% of the Fund's total outstanding common stock entitled to vote. Lowe
Brockenbrough held such shares on behalf of investment advisory clients with
sole voting power and shared power to sell. This information is based on
information received by the Fund from Lowe Brockenbrough. Management does not
know of any other person or group who owned benefically 5% or more of the Fund's
outstanding Common Stock on the record date.
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 material to beneficial owners. The solicitation of proxies will be
largely by mail but may include, without additional cost to the Fund,
telephonic, telegraphic or oral communications by regular employees of
Prudential Securities Incorporated (Prudential Securities). In addition, the
Board of Directors 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
solicitation, including specified expenses, is not expected to exceed $80,000
and will be borne by the Fund.
Prudential Mutual Fund Management, Inc. (PMF or the Manager), One Seaport
Plaza, New York, New York 10292, serves as the Fund's Manager under a management
agreement dated as of October 3, 1988 (the Management Agreement). Investment
advisory services are provided to the Fund by PMF through its affiliate, The
Prudential Investment Corporation (PIC or the Subadviser), Prudential Plaza,
Newark, New Jersey 07102, under a Subadvisory Agreement dated October 3, 1988.
Both PMF and PIC are indirect subsidiaries of The Prudential Insurance Company
of America (Prudential). As of September 30, 1995, PMF served as the manager to
37 open-end investment companies, and as manager or administrator to 27
closed-end investment companies with aggregate assets of more than $50 billion.
The Fund has a Board of Directors which, in addition to overseeing the actions
of the Fund's Manager and Subadviser, decides upon matters of general policy.
CONVERSION OF THE FUND FROM A CLOSED-END INVESTMENT
COMPANY TO AN OPEN-END INVESTMENT COMPANY
(Proposal No. 1)
At meetings held on August 15 and September 11, 1995, the Board of
Directors, including those Directors who are not "interested persons" of the
Fund as defined in the Investment Company Act of 1940, as amended (1940 Act)
(Independent Directors), considered and approved the submission to Fund
shareholders of a proposal to convert the Fund from a closed-end investment
company to an open-end investment company. In connection therewith, the Board of
Directors, including the Independent Directors, also
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considered and approved the amendment of the Fund's subclassification under the
1940 Act from a closed-end investment company to an open-end investment company
and the amendment and restatement of the Fund's Articles of Incorporation to
provide for such conversion. If approved, this will permit the continued
operation of the Fund in accordance with its investment objective while
providing its shareholders with the right to redeem their shares at a price
based on the net asset value of the shares instead of a price set in the market.
At the meeting on September 11, 1995, the Board of Directors, including the
Independent Directors, considered and approved new contractual arrangements for
the management and operation of the Fund as an open-end investment company.
Shareholders of the Fund are now being asked to consider the conversion of the
Fund from a closed-end to an open-end investment company to remedy the discount
to net asset value and to consider related matters approved by the Board of
Directors in connection with the conversion. If Proposal No. 1 is approved, the
Fund will be converted to an open-end investment company as soon as reasonably
practicable. If Proposal No. 1 is not approved by shareholders, the Fund will
remain a closed-end investment company and the Board of Directors will consider
whether other actions should be taken, if any, with respect to the discount from
net asset value at which the Fund's shares trade.
Background of the Proposal
When the Fund was organized in 1986, a closed-end format was chosen as most
appropriate to the Fund's character and intended method of operation because it
was believed that such a structure, among other things, would permit management
of the Fund's portfolio consistent with its investment objective and policies
without the pressures and constraints to which open-end investment companies are
subject as a result of cash inflows and redemptions. While the Board of
Directors and the Manager recognized that the shares of closed-end investment
companies frequently trade at a discount from net asset value, certain
characteristics of the Fund led them to believe that the Fund would be less
likely to experience this phenomenon. In particular, a provision in the Fund's
Articles of Incorporation provided that, under certain circumstances, the Fund
would submit a proposal to shareholders to permit quarterly repurchases of the
Fund's Common Stock at net asset value (the Redemption Provision).
The Redemption Provision provided that commencing in fiscal year 1992, if
the Fund's Common Stock traded at an average discount from net asset value of
more than 5% over a designated twelve contiguous week period, a proposal would
be submitted to shareholders at the Fund's next succeeding annual meeting of
shareholders (to the extent consistent with the 1940 Act) to amend the Fund's
Articles of Incorporation to permit quarterly repurchases of the Fund's Common
Stock at net asset value. Because the Redemption Provision was novel at the time
of its adoption and it was anticipated that there might be circumstances in
which it might not necessarily be advantageous to shareholders, implementation
of the Redemption Provision was made subject to shareholder approval.
Despite the existence of the Redemption Provision, the Fund's shares, from
time to time, traded at a discount to net asset value. Consequently, at a
meeting held on February 14, 1990, in consideration of the fact the Fund's
shares had been trading at a discount to net
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asset value at times in excess of 5%, the Board of Directors authorized a stock
repurchase program. During the year ended December 31, 1990, the Fund
repurchased a total of 3,548,600 shares of its outstanding common stock in the
open market at a cost of $29,345,536, a weighted average discount of
approximately 6% from its net asset value. Those shares are being held in
treasury. Although the Fund's shares continued, from time to time, to trade at a
discount from net asset value, the Directors have determined not to repurchase
shares for a variety of reasons, including the lack of any long-term effects on
the market discount to net asset value of the Fund's repurchase of shares in
1990.
At meetings held on February 10 and May 5, 1993, the Board of Directors
considered the continued appropriateness of the Redemption Provision. In
recognition of the fact that the Redemption Provision was not having its
intended effect but believing that the closed-end format continued to be
appropriate for the Fund, the Board of Directors concluded at the May 5, 1993
meeting to recommend to shareholders the deletion of the Redemption Provision.
The deletion of the Redemption Provision was approved at the Fund's 1993 annual
meeting of shareholders.
The discount to which the Fund's shares have been trading to net asset value
has increased, at times exceeding 20% and for the six month period ended June
30, 1995 it averaged approximately 20%. As a consequence, the Board of Directors
and the Manager have given further consideration to the various alternatives
whereby the discount might be reduced or eliminated and reexamined the
appropriateness of continuing to operate the Fund as a closed-end investment
company.
At a special meeting held on August 15, 1995, the Board of Directors
considered various alternatives whereby the discount at which the Fund's shares
traded to net asset value might be reduced or eliminated, including, but not
limited to, an enhanced public communications effort in conjunction with the
Fund's recent changes in investment advisory personnel, the reinstatement of a
stock repurchase program, the conversion of the Fund to an interval fund whereby
it would offer to repurchase its shares periodically at net asset value, merging
the Fund into another investment company and converting the Fund to an open-end
investment company. After consideration of the available options, the Board of
Directors concluded that it would be in the best interests of the Fund and its
shareholders for the Fund to convert to an open-end investment company, thereby
giving shareholders the right to retain ownership of the Fund with the same
investment objective and to dispose of Fund shares at such time as they choose
at prices based on the then current net asset value of the Fund's shares. The
Board considered that conversion to an open-end investment company (1) was
feasible, because the Fund's investment objective and policies are consistent
with operation as an open-end company, (2) would be the most effective way to
eliminate the discount and (3) would, except during the period immediately
following the conversion when a high level of redemptions may occur, not be
likely to have a material adverse effect on the overall performance of the Fund.
The Board also considered the capability of Prudential Securities, an affiliate
of the Manager, and the proposed distributor of the Fund's shares, to engage in
an ongoing distribution of the Fund's shares as an open-end investment company
if the Alternative Purchase Plan described in Proposal No. 6 is approved. The
Board considered that none of the other measures described above to mitigate or
eliminate the discount would act with the degree
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of certainty that conversion would, while permitting the Fund to continue
operations with its investment objective and policies substantially intact. The
Board also considered the various benefits of operating as an open-end
investment company, including the possibility that the Fund could experience
asset growth through net sales. The Manager reported that it believed it would
be able to manage the Fund's portfolio as an open-end investment company and
would have no material difficulty in managing the Fund's portfolio to meet the
increased liquidity requirements deriving from redemptions and sales as would be
expected in an open-end investment company and that Prudential Securities would
be able to perform distribution services for the Fund with the reasonable
likelihood, although there is no assurance, that the assets of the Fund would
increase over time.
Accordingly, at a special meeting held on September 11, 1995, the Board of
Directors authorized the submission of a proposal to convert the Fund to an
open-end investment company to shareholders of the Fund for their approval. The
Board also approved new contractual arrangements for the management and
operation of the Fund as an open-end investment company and for the distribution
of its shares, as described in more detail below. In addition, the Board
approved the proposed amendments to the Fund's Articles of Incorporation, the
proposed changes to its fundamental investment restrictions and a change in its
subclassification under the 1940 Act from a closed-end to an open-end investment
company.
Differences Between Fund Operations as an Open-End and Closed-End Investment
Company
The Fund is currently registered as a "closed-end" investment company under
the 1940 Act. Closed-end investment companies neither redeem their outstanding
stock nor generally engage in the continuous sale of new securities, and thus
operate with a relatively fixed capitalization. The stock of closed-end
investment companies is normally bought and sold on national securities
exchanges; the Fund's shares are currently traded on the New York and Pacific
Stock Exchanges. The Fund's shares will be delisted from those Exchanges upon
effectiveness of the registration statement converting the Fund to an open-end
investment company.
In contrast, open-end investment companies, commonly referred to as "mutual
funds," issue redeemable securities. The holders of redeemable securities have
the right to surrender those securities to the mutual fund and obtain in return
their proportionate share of the value of the fund's net assets (less any
redemption fee charged by the fund). Many mutual funds (including the Fund, if
the proposed conversion is effected) also continuously issue new shares of stock
to investors based on the fund's net asset value at the time of such issuance.
Some of the legal and practical differences between operations of the Fund
as a closed-end and an open-end investment company are as follows:
(a) Acquisition and Disposition of Shares. If the Fund were to be
converted into a mutual fund, investors wishing to acquire shares of the
Fund's common stock would be able to purchase them from the Fund's principal
underwriter at their public
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offering price. Shareholders desiring to realize the value of their shares
would be able to do so by exercising their right to have such shares
redeemed by the Fund at the next determined current net asset value or at
such net asset value less such redemption fee as may be determined by the
Board of Directors. The Fund's net asset value per share is calculated by
dividing (i) the value of its portfolio securities plus all cash and other
assets (including accrued interest and dividends received but not collected)
less all liabilities (including accrued expenses) by (ii) the number of
outstanding shares of the Fund.
The Board of Directors currently intends to impose a 2% fee during the
first six months of operation as an open-end investment company and no such
fee thereafter on redemptions of Fund shares held prior to conversion
(including shares thereafter acquired pursuant to the automatic reinvestment
of dividends and distributions with respect to those shares). Any such
redemption fee would be retained by the Fund and would tend to increase the
Fund's net asset value. The Board of Directors believes that the redemption
fee would reduce the impact of initial redemptions upon the facilities of
the Fund and its transfer agent and offset the costs associated with such
redemptions on the remaining shareholders of the Fund. The Manager is unable
to provide an estimate of the direct and indirect costs attributable to
liquidation of portfolio investments and the related restructuring of the
portfolio. Upon conversion of the Fund to an open-end investment company,
the Fund's shares would no longer be listed on either the New York or
Pacific Stock Exchange and shareholders will be able to redeem their shares
at net asset value (less any applicable redemption fee or contingent
deferred sales charge to which Class B and Class C shares will be
subject-See Proposal No. 6 below).
(b) Voting Rights. The voting rights of holders of shares of the Fund
will not change if the Fund converts to open-end status, except that the
Board of Directors will have the authority to amend the Fund's Articles of
Incorporation to authorize the issuance of additional shares of the Fund's
common stock without submitting such amendment to another shareholder vote.
As discussed in Proposal No. 6 below, the Board of Directors may authorize
the issuance of three classes of shares, each representing an identical
legal interest in the Fund's portfolio and having the same rights, but
bearing different expenses specifically related to the distribution of
shares of each class.
By virtue of the provisions of Maryland corporate law applicable to
investment companies, opportunities to vote may become less frequent if the
Fund converts to open-end status, since the Fund will not hold shareholder
meetings unless required to do so by the 1940 Act. Maryland corporate law
provides that, if the Articles of Incorporation or by-laws of either an
open-end or closed-end fund registered under the 1940 Act so provides, then
the fund is not required to hold an annual shareholder meeting in any year
in which the election of Directors is not required to be acted upon under
the 1940 Act. The current Articles of Incorporation and by-laws of the Fund
do not so provide. However, the Board of Directors has adopted amended and
restated by-laws, to go into effect if Proposal No. 1 is approved, which
provide that the Fund will not be required to hold an annual meeting in any
year in which it is not required to do so under the 1940 Act. The Fund does
not intend to hold annual meetings in any year in which it is not so
required.
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By not having to hold annual shareholder meetings, the Fund would save
the costs of preparing proxy materials and soliciting shareholders' votes on
the usual proposals contained therein. Based on the number of outstanding
shares and shareholders as of the record date, such costs would aggregate
approximately $190,000 per year. Under the 1940 Act, the Fund would be
required to hold a shareholder meeting if the number of Directors elected by
the shareholders were less than a majority of the total number of Directors,
or if a change were sought in the fundamental investment policies of the
Fund or in the Fund's status (such as, for example, a change from open-end
to closed-end status). Maryland law requires the Directors to call a special
meeting of shareholders when requested in writing to do so by the
shareholders entitled to cast at least 25% of all the votes entitled to be
cast at the special meeting; provided, however, that, unless requested by
shareholders entitled to cast a majority of all the votes entitled to be
cast at the special meeting, a special meeting need not be called to
consider any matter which is substantially the same as a matter voted on at
any special meeting of the shareholders held during the preceding twelve
months. In addition, in the event of open-ending, the Fund will be required
to amend its by-laws to provide that the holders of 10% of its outstanding
shares may call a meeting of shareholders to vote on a proposal to remove a
Director and may obtain a list of shareholders and their addresses from the
Fund. Such a removal can be effected upon the action of a majority of the
outstanding shares of the Fund.
(c) Determination of Net Asset Value. Securities and Exchange Commission
(SEC) regulations under the 1940 Act generally require mutual funds to value
their assets on each business day in order to determine the current net
asset value on the basis of which their shares may be redeemed by
shareholders or purchased by investors. Net asset values of most mutual
funds are published daily by leading financial publications.
(d) Expenses; Potential Net Redemptions. The Fund's expenses are
expected to increase upon open-ending as a result of the cost of additional
services available to shareholders of a mutual fund. Open-ending could also
result in substantial and immediate redemptions of Fund shares which would
mean a reduction in the size of the Fund which could be offset by new sales
of the Fund's shares and reinvestment of dividends and capital gains
distributions in shares of the Fund. An asset base of decreased size could
produce less income than is currently being produced. Accordingly, the
Fund's ratio of operating costs to average net assets could increase
substantially. For the fiscal year ended December 31, 1994, the Fund's
expenses aggregated 1.04% of average net assets. In addition, the Fund might
be required to sell portfolio securities in order to meet redemptions,
thereby resulting in realization of gains (or losses). As of December 31,
1994 the Fund had $3,251,894 of net unrealized depreciation and a capital
loss carryforward of $32,431,000 for federal income tax purposes.
As a closed-end fund listed on the New York and Pacific Stock Exchanges,
the Fund is currently not subject to state securities law expense
limitations. However, as a result of open-ending and making a continuous
offering of its shares, the Fund will
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be required to register its shares with state securities commissions and
will become subject to certain limitations on expenses imposed by state
securities laws. Currently, the Fund believes that the most restrictive
state expense limitation is 2-1/2% of the Fund's average daily net assets up
to $30 million, 2% of the next $70 million of such assets and 1-1/2% of such
assets in excess of $100 million. If the Fund's expenses (excluding
interest, brokerage commissions, distribution expenses, litigation expenses
and certain other items) were to exceed such limit in any fiscal year, the
compensation due to the Manager would be reduced by the amount of such
excess. The Manager is currently not required to reimburse the Fund for any
part of its management fees.
Significant net redemptions could also render the Fund an uneconomical
venture by virtue of diminished size. In the event the Fund were to become
too small to be considered economically viable, the Board of Directors might
consider alternatives to continuing the Fund's operations, ranging from
merger of the Fund with another investment company to liquidation of the
Fund.
(e) Elimination of Discount. The fact that shareholders who wish to
realize the value of their shares will be able to do so only by redemption
will eliminate any market discount from net asset value (less the temporary
redemption fee). It will also eliminate any possibility that the Fund's
shares will trade at a premium over net asset value. If this Proposal is
approved by the shareholders the discount may be reduced prior to the date
of any conversion to open-end status to the extent investors are induced to
purchase shares in the open market in anticipation of a prospective
open-ending.
(f) Dividend Reinvestment Plan. The Fund intends to continue to provide
the opportunity for shareholders to elect to receive dividends and capital
gains distributions in cash or, at no charge to shareholders, in shares of
the Fund. Effective upon conversion to an open-end investment company, such
reinvestments in shares would be made at net asset value, rather than at the
greater of net asset value or 95% of market value as presently provided by
the Fund's current dividend reinvestment plan.
(g) Portfolio Management. Unlike mutual funds, closed-end investment
companies are not subject to pressures to sell portfolio securities at
disadvantageous times in order to meet net redemptions. Most open-end funds
maintain adequate reserves of cash or cash equivalents in order to meet net
redemptions as they arise. Because closed-end investment companies do not
have to meet redemptions, their cash reserves can be substantial or minimal,
depending primarily on management's perception of market conditions and on
decisions to use fund assets to repurchase shares. The larger reserves of
cash or cash equivalents required to operate prudently as an open-end fund
when net redemptions are anticipated could reduce the Fund's investment
flexibility and the scope of its investment opportunities. The Fund's
portfolio will be restructured and the Fund may have to sell portfolio
securities in order to accommodate the need for larger reserves of cash or
cash equivalents. In connection with this restructuring, there may be an
increase in transaction costs and
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portfolio turnover. The Manager does not expect significant changes in the
Fund's investment policies or procedures as a result of open-ending.
(h) Illiquid Securities. An open-end investment company is subject to
federal and state regulatory requirements that no more than 15% of its net
assets may be invested in securities that are not readily marketable. The
Fund is currently not subject to any such restriction. If the Fund is
converted to a mutual fund, it will be restricted from investing more than
15% of its net assets in illiquid securities, including repurchase
agreements which have a maturity of longer than seven days, securities with
legal and contractual restrictions on resale (restricted securities) and
securities that are not readily marketable in securities markets either
within or outside of the United States. Restricted securities eligible for
resale pursuant to Rule 144A under the Securities Act of 1993, as amended,
and privately placed commercial paper that have a readily available market
will not be considered illiquid for purposes of this limitation. The Fund
intends to comply with any applicable state blue sky laws restricting the
Fund's investments in illiquid securities. The investment adviser will
monitor the liquidity of such restricted securities under the supervision of
the Board of Directors.
(i) Blue Sky Restrictions. In order to register shares of its common
stock and continuously offer such shares to the public under state
securities (Blue Sky) laws as an open-end investment company, the Fund would
have to agree to conform to certain restrictions imposed by laws and
regulations of various states covering mutual fund investments. While the
Fund is not currently subject to these restrictions, the Board of Directors
does not believe that the adoption of the restrictions would require any
amendment of the fundamental investment policies of the Fund, would
materially change the current investment practices of the Fund or would
hamper the Fund's ability to react to changing market conditions.
(j) Senior Securities and Borrowings. The 1940 Act prohibits mutual
funds from issuing "senior securities" representing indebtedness (i.e.,
bonds, debentures, notes and other similar securities), other than
indebtedness to banks where there is an asset coverage of at least 300% for
all borrowings. Closed-end investment companies, on the other hand, are
permitted to issue senior securities representing indebtedness to any lender
if the 300% asset coverage is met. In addition, closed-end investment
companies may issue preferred stock (subject to various limitations),
whereas open-end investment companies generally may not issue preferred
stock. This ability to issue senior securities may give closed-end
investment companies more flexibility than mutual funds in "leveraging" of
their shareholders' investments. To date, although it has the authority to
do so, the Fund has neither engaged in borrowing nor issued any senior
securities. The investment adviser does not believe that the greater
limitations on mutual funds in this respect will have significant effect
upon the Fund's operations.
The Board of Directors has approved an amendment to the Fund's
investment restrictions which would increase the Fund's borrowing
capabilities for temporary, or emergency purposes from up to 10% to up to
20% of the value of its total assets and
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to permit the Fund to borrow to take advantage of investment opportunities.
See Proposal No. 2b below.
(k) Shareholder Services. If Proposal No. 1 is approved and the Fund
becomes a mutual fund, the Board of Directors intends to consider the
provision of various services that are often available to shareholders in an
open-end investment company. These could include participation in an
Exchange Privilege which allows shareholders of the Fund to exchange their
shares for shares of certain other Prudential Mutual Funds, the use of the
Fund for retirement plans, and permitting shareholders to effect various
transactions by telephone. The Board of Directors has not yet determined
which, if any, of such services will be available to shareholders of the
Fund. The cost of such services would normally be borne by the Fund rather
than by individual shareholders.
(l) Distribution Plans. An open-end investment company, unlike a
closed-end investment company, is permitted to finance the distribution of
its shares by adopting plans of distribution pursuant to Rule 12b-1 under
the 1940 Act. If the Fund is converted to a mutual fund and if Proposal No.
5 is approved by shareholders, the Fund will adopt a Plan of Distribution
under Rule 12b-1 in order to compensate the Fund's Distributor for services
provided and activities undertaken to distribute shares of the Fund. See
Proposal No. 5 below. If shareholders also approve Proposal No. 6, the
Fund's currently outstanding shares will be reclassified as Class A shares
and the plan of distribution which is the subject of Proposal No. 5 will
apply to that class. In addition, if shareholders approve Proposal No. 6,
the Fund will adopt plans of distribution for the Fund's proposed Class B
and Class C shares which will be approved by the initial sole shareholders
of those classes. See Proposal No. 6 below.
(m) Minimum Investment and Involuntary Redemptions. If the Fund is
converted to an open-end fund, it will adopt requirements that an initial
investment in Fund shares and any subsequent investment must be in a
specified minimum amount, in order to reduce the administrative burdens
incurred in monitoring numerous small accounts. The Fund expects that the
minimum initial investment requirement will be $1,000 for Class A and B
shares and $5,000 for Class C shares. The Fund reserves the right to redeem
all of the shares of any shareholder, other than a shareholder which is an
IRA or other tax-deferred retirement plan, whose account has a net asset
value of less than $500 due to a redemption. The Fund will give such
shareholders 60 days' prior written notice in which to purchase sufficient
additional shares to avoid such redemption. The Fund may reserve the right
to waive the minimum for, among others, certain retirement and employee
savings plans or custodial accounts for the benefit of minors. Any such
minimum investment requirement will not apply to existing shareholders at
the time of conversion, except with respect to minimums for subsequent
investments. See Proposal No. 6 below.
(n) Qualification as a Regulated Investment Company. The Fund intends to
continue to qualify for treatment as a regulated investment company under
the Internal Revenue Code of 1986, as amended (the Internal Revenue Code),
after con-
11
<PAGE>
version to open-end status, so that it will continue to be relieved of
federal income tax on that part of its investment company taxable income and
net capital gain that is distributed to its shareholders. To qualify for
this treatment the Fund must currently meet several requirements, one of
which is that less than 30% of the Fund's gross income each taxable year may
be derived from the sale or other disposition of securities, options or
futures contracts held for less than three months. The Manager anticipates
that the Fund will continue to be able to meet this requirement after the
conversion. No assurance exists, however, that this requirement will be met
under all possible circumstances, particularly if the Fund is required to
sell recently acquired portfolio securities because of unexpectedly large
net redemptions or large influxes of cash followed within a short time by
significant redemptions of Fund shares.
Conversion to an Open-End Company
If the proposed conversion to open-end status is approved, the Board will
take such other actions as are necessary to effect the conversion. The
conversion of the Fund to an open-end investment company will be accomplished
by: (i) the filing of an Amended and Restated Articles of Incorporation for the
Fund with the Maryland State Department of Assessments and Taxation and (ii)
changing the Fund's subclassification under the 1940 Act from a closed-end
investment company to an open-end investment company. In addition, since shares
of an open-end investment company are offered to the public on a continuous
basis, on September 11, 1995, the Board approved a contract with Prudential
Securities for the distribution of the Fund's shares to become effective upon
the Fund's conversion to an open-end investment company. The Amended and
Restated Articles of Incorporation will not be filed until shortly before a
registration statement under the Securities Act of 1933, as amended, covering
the offering of the shares of the Fund and appropriate state securities law
qualifications and registrations are anticipated to become effective, which is
expected to occur within two to four months after filing of the registration
statement.
Although management will use all practicable measures to keep costs at a
minimum, certain costs will be incurred, many of which will be nonrecurring, in
connection with the change from a closed-end to an open-end investment company,
including costs associated with the seeking of necessary government clearances,
the preparation of a registration statement and prospectuses as required by
federal securities laws (including printing and mailing costs) and the payment
of necessary filing fees under the securities laws of various states. The Fund
estimates that these additional costs, which will be paid by the Fund, will
range from approximately $350,000 to $400,000, or between $.0053 and $.0060 per
share based on the current number of shares outstanding. The Board anticipates
that substantially all of these costs will be incurred by the Fund prior to the
effective date of the conversion.
Neither the Fund nor its shareholders will realize any gain or loss for tax
purposes as a result of the Fund's conversion. However, the shareholders will
recognize a gain or loss if they later redeem their shares to the extent that
the redemption proceeds are greater or less than the respective adjusted tax
bases of their shares. Payment for any such redemption will be made within seven
days after receipt of a proper request for redemption (in
12
<PAGE>
accordance with redemption procedures specified in the prospectus). Such payment
may be postponed or the right of redemption suspended at times (a) when the New
York Stock Exchange is closed for other than customary weekends and holidays,
(b) when trading on such Exchange is restricted, (c) when an emergency exists as
a result of which disposal by the Fund of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the Fund fairly
to determine the value of its net assets, or (d) during any other period when
the SEC, by order, so permits; provided that applicable rules and regulations of
the SEC shall govern as to whether the conditions prescribed in (b), (c) or (d)
exist. The Board of Directors also reserves the right to redeem Fund shares in
kind if, in the opinion of the Manager, such a redemption would be advisable. If
redemptions are made in kind, a shareholder would incur transaction costs in
disposing of any securities received. In anticipation that the Board of
Directors may deem it appropriate to make redemptions in kind, the Fund will
elect to be governed by Rule 18f-1 under the 1940 Act, under which it will be
obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of
the net asset value of the Fund during any 90-day period for any one
shareholder.
Amendment of the Fund's Articles of Incorporation
If the proposed conversion is approved, the conversion of the Fund to an
open-end investment company will be accomplished by amending and restating the
Fund's Articles of Incorporation to, among other matters, authorize the issuance
of redeemable securities, provide that the Fund's outstanding common stock will
be redeemable at the option of the shareholders, change the Fund's
subclassification under the 1940 Act from a closed-end investment company to an
open-end investment company and, as described in connection with Proposal No. 6
below, permit the Fund to issue multiple classes of shares in connection with
the Alternative Purchase Plan. In connection with the amendment and restatement
of the Articles of Incorporation, the Board of Directors has also approved
necessary conforming changes to the By-Laws of the Fund. If this Proposal No. 1
is approved but Proposal No. 6 is not, the Amended and Restated Articles set
forth at Exhibit A would be revised to eliminate the provisions required to
implement the Alternative Purchase Plan.
The proposed Amended and Restated Articles of Incorporation reflect both the
changes necessary for the Fund to operate as an open-end investment company as
noted above and modifications that will conform the structure of the Fund's
Articles to the articles of incorporation of the Prudential Mutual Funds
incorporated in the State of Maryland that have adopted the so-called
Alternative Purchase Plan. In addition to the substantive changes enumerated in
the preceding paragraph, the proposed Amended and Restated Articles of
Incorporation no longer contain provisions requiring super-majority shareholder
approval of certain fundamental actions and providing that Fund directors may
only be removed by shareholders for cause and with the affirmative vote of a
majority of the Fund's shares. While these provisions, which generally serve to
discourage a change in the control or structure of a company that is not
supported by its board of directors, are often part of the governing documents
of closed-end investment companies whose shares are traded on the open market,
these provisions are less necessary for an
13
<PAGE>
open-end investment company. Accordingly, the Amended and Restated Articles of
Incorporation propose to delete those provisions previously requiring
shareholder approval of certain fundamental actions by the affirmative vote of
at least 75% of the Fund's outstanding shares, unless two-thirds of the Board of
Directors approved the action, and provide, instead, that the vote of a majority
of the outstanding shares shall be sufficient to approve any matter. In
addition, the Amended and Restated Articles of Incorporation propose to delete
the provision specifying that a director can only be removed for cause and by a
majority vote of approval by the shareholders. In the absence of such a
provision, the removal of directors by shareholders is governed by the
provisions of the Maryland Code, which provide that a director may be removed
for any reason with the affirmative vote of the majority of the outstanding
shares.
The Fund's by-laws currently provide for indemnification of the Fund's
officers and Directors. Pursuant to this provision, the Fund may indemnify its
Directors or officers for expenses incurred in defending certain actions, suits
or proceedings, except that the Fund shall not indemnify any such person for any
liability arising by reason of such person's willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his or her office or under any contract or agreement with the Fund. The Fund's
indemnification provisions are subject, however, to the limitations imposed by
the 1940 Act. Although the Fund's Articles of Incorporation currently limits the
liability of the Fund's officers and Directors to the fullest extent permitted
by law, if Proposal No. 1 is approved by shareholders, the Fund's Articles of
Incorporation and by-laws will be amended to conform the indemnification
provisions to the provisions in the Articles of Incorporation and by-laws of the
Prudential Mutual Funds Incorporated in the state of Maryland.
If Proposal No. 1 is approved by shareholders, the proposed Amended and
Restated Articles of Incorporation, a copy of which is attached to this Proxy
Statement as Exhibit A, are expected to be filed with the State of Maryland to
become effective simultaneously with the conversion. Such filing will not be
made, however, until shortly before a registration statement under the
Securities Act of 1933 covering the offering of the shares of the Fund and the
Fund's state securities registrations are anticipated to become effective.
Vote Required
Under the Fund's Articles of Incorporation, since the proposed conversion of
the Fund from a closed-end investment company to an open-end investment company,
including the Amended and Restated Articles of Incorporation, has been approved
and advised by more than 66-2/3% of the members of the Board of Directors, the
amendments to the Fund's Articles of Incorporation necessary to implement the
conversion as described above must be approved by the affirmative vote of the
holders of a majority of the Fund's outstanding shares. Accordingly, adoption of
Proposal No. 1 will require the affirmative vote of a majority of the
outstanding shares of the Fund's common stock. If the proposal to convert the
Fund, and to adopt Amended and Restated Articles of Incorporation is not
approved by the shareholders, the Fund will continue to operate as a closed-end
fund, and the current provisions of the Fund's Articles of Incorporation will
remain in effect. In that
14
<PAGE>
event the Board will consider what further actions, if any, are desirable to
reduce the discount at which the Fund's shares have traded.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 1.
APPROVAL OR DISAPPROVAL OF CHANGES TO INVESTMENT
RESTRICTION AND POLICIES OF THE FUND
(Proposal No. 2)
On September 11 and October 9, 1995, at the request of the Manager and
Subadviser, the Board of Directors, including a majority of the Independent
Directors, approved changes to the Fund's investment restrictions as set forth
below and recommends them to shareholders. The Directors believe that the
proposed changes would enhance the investment flexibility of the investment
adviser without materially affecting the Fund's current investment practices.
As proposed to be amended, the Fund's investment restrictions would provide
as follows (material to be deleted is in brackets; material to be added is
underlined):
The Fund may not:
1. Purchase securities on margin, except such short-term credits as may
be necessary for the clearance of transactions; provided that the deposit or
payment by the Fund of initial or maintenance margin in connection with
futures or options is not considered the purchase of a security on margin.
2. Make short sales of securities or maintain a short position.
3. Issue senior securities, borrow money or pledge its assets, except
that the Fund may borrow [on an unsecured basis] from banks up to 20% of the
value of its total assets (calculated when the loan is made) for temporary,
extraordinary or emergency purposes, [or] for the clearance of transactions
[in amounts not exceeding 10% of its total assets (not including the amount
borrowed)] or for investment purposes. The Fund may pledge up to 20% of the
value of its total assets to secure such borrowings. For purposes of this
restriction, the purchase or sale of securities on a when-issued or delayed
delivery basis, forward foreign currency exchange contracts and collateral
arrangements relating thereto, and collateral arrangements with respect to
interest rate swap transactions, reverse repurchase agreements, dollar roll
transactions, options, futures contracts and options thereon and obligations
of the Fund to Directors pursuant to deferred compensation arrangements are
not deemed to be pledge of assets or the issuance of a senior security.
4. Buy or sell commodities, commodity contracts, real estate or
interests in real estate. Transactions in foreign currencies, financial
futures contracts and forward contracts and any related options thereon are
not considered by the Fund to be transactions in commodities or commodity
contracts.
5. Make loans [(except for purchases of publicly traded debt securities
consistent with the Fund's investment policies and repurchase agreements
with a
15
<PAGE>
maturity not exceeding seven days)], except through (i) repurchase
agreements, and (ii) the purchase of debt obligations and bank deposits.
6. Make investments for the purpose of exercising control or management.
7. Act as an underwriter (except to the extent the Fund may be deemed to
be an underwriter in connection with the sale of securities in the Fund's
investment portfolio).
8. Except for securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, invest 25% or more of its total assets at
the time of purchase in any one industry or in the securities of any central
government or supranational issuer.
The foregoing restrictions are fundamental policies that may not be changed
without the approval of a majority of the Fund's outstanding voting securities.
Fund policies which are not fundamental may be modified by the Board of
Directors if, in the reasonable exercise of its business judgment, modification
is determined to be necessary or appropriate to carry out the Fund's objectives.
a. Purchases as Margin
The purpose of the change to Investment Restriction No. 1 is merely to
clarify that the Fund's payment of initial or variation margin in connection
with futures or options transactions (in which the Fund is currently authorized
to engage) is not considered the purchase of securities on margin.
b. Increase in Borrowing Capabilities
The purpose of the change to Investment Restriction No. 3 is to increase the
Fund's borrowing capability from 10% to 20% of the value of its total assets, to
permit the Fund to borrow to take advantage of investment opportunities and to
clarify that the specified transactions are not deemed to be the pledge of
assets or the issuance of senior securities. If Proposal No. 1 is approved by
shareholders, the Fund would also be permitted to borrow money to meet
redemptions.
Borrowing to invest in securities, as proposed, would involve additional
risk to the Fund, since interest expenses may be greater than the income from or
appreciation of the securities financed and the value of securities financed may
decline below the amount borrowed. If the Fund were to borrow to invest in
securities, even for only temporary purposes, any investment gains made on the
securities in excess of interest paid on the borrowing would cause the net asset
value of the Fund to rise faster than would otherwise be the case. On the other
hand, if the investment performance of the additional securities purchased
failed to cover their cost (including any interest accrued on the money
borrowed) to the Fund, the net asset value would decrease faster than would
otherwise be the case. This is the speculative factor known as "leverage."
c. Loans
The purpose of the change to Investment Restriction No. 5 is to clarify that
the Fund is authorized to make loans (i) through repurchase agreements with
maturities greater than
16
<PAGE>
seven days, and (ii) through the purchase of debt obligations and deposits
(including private placements of debt securities and bank deposits). Bank
deposits, which the Fund is currently permitted to purchase, are not loans and
therefore are not intended to be prohibited by the Fund's current restriction
against the making of loans. In addition, because the Fund's current restriction
against the making of loans excepts only publicly traded debt obligations and
repurchase agreements not exceeding seven days, the Subadviser recommends that
Investment Restriction No. 5 be modified to except all debt obligations
consistent with the Fund's investment policies and all repurchase agreements
regardless of maturity. The Subadviser is recommending these changes in light of
the existence of the broader institutional trading market for privately placed
securities, such as 144A securities and commercial paper issued in reliance on
Section 4(2) of the 1993 Act, and the widely accepted use by mutual funds of
repurchase agreements exceeding seven days. As a matter of nonfundamental policy
which may be changed by the Board at a later date, the term of any repurchase
agreement will not exceed one year. In any event, in accordance with the Fund's
liquidity standards, repurchase agreements with maturities exceeding seven days
and 144A securities and Section 4(2) commercial paper which do not meet the
standards set forth in the Fund's liquidity procedures, will be considered
illiquid and subject to the Fund's 15% limit on illiquid securities.
Vote Required
Each of the proposed changes described above will require the approval of a
majority of the outstanding voting securities of the Fund, as defined in the
1940 Act. Under the 1940 Act, a majority of the outstanding voting securities of
the Fund is defined as the lesser of (i) 67% of the Fund's outstanding shares
represented at a meeting at which more than 50% of the outstanding shares are
present in person or represented by proxy, or (ii) more than 50% of the Fund's
outstanding shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2.
APPROVAL OR DISAPPROVAL OF A NEW MANAGEMENT AGREEMENT
AND A NEW SUBADVISORY AGREEMENT
(Proposal No. 3)
On September 11, 1995, a majority of the Board of Directors, including a
majority of the Independent Directors, approved a new management agreement
between the Fund and PMF (the New Management Agreement). The terms of the New
Management Agreement are similar to the terms of the management agreement
currently in effect between the Fund and PMF dated October 3, 1988 (the Current
Management Agreement), except as discussed below. If Proposal No. 1 is approved
by shareholders of the Fund, the Current Management Agreement will be terminated
and the New Management Agreement will become effective upon effectiveness of the
conversion. The form of New Management Agreement appears as Exhibit B to this
Proxy Statement.
The Manager
PMF, One Seaport Plaza, New York, New York 10292, serves as the Fund's
Manager under the Current Management Agreement. The Current Management Agreement
was
17
<PAGE>
last approved by the Directors of the Fund, including a majority of the
Independent Directors, on May 4, 1995 and was approved by shareholders on
September 29, 1988. For the fiscal year ended December 31, 1994, PMF received a
management fee of $3,968,777.
Terms of the Current Management Agreement
Pursuant to the Current Management Agreement, PMF, subject to the
supervision of the Fund's Board of Directors and in conformity with the stated
policies of the Fund, is responsible for managing the investment operations of
the Fund and the composition of the Fund's portfolio, including the purchase,
retention and disposition thereof. In this regard, PMF provides supervision of
the Fund's investments, furnishes a continuous investment program for the Fund's
portfolio and places purchase and sale orders for portfolio securities of the
Fund and other investments. The Prudential Investment Corporation (PIC or the
Subadviser), a wholly-owned subsidiary of Prudential, provides such services
pursuant to a subadvisory agreement dated October 3, 1988 with PMF (the Current
Subadvisory Agreement). PMF also administers the Fund's corporate affairs,
subject to the supervision of the Fund's Board of Directors and, in connection
therewith, furnishes the Fund with office facilities, together with those
ordinary clerical and bookkeeping services which are not being furnished by the
Fund's Transfer and Dividend Disbursing Agent and Custodian.
PMF has authorized any of its Directors, officers and employees who have
been elected as Directors or officers of the Fund to serve in the capacities in
which they have been elected. All services furnished by PMF under the Current
Management Agreement may be furnished by any such Directors, officers or
employees of PMF. In connection with the administration of the corporate affairs
of the Fund, PMF bears the following expenses:
(a) the salaries and expenses of all PMF's personnel;
(b) all expenses incurred by PMF in connection with managing the
ordinary course of the Fund's business, other than those assumed by the
Fund, as described below; and
(c) the costs and expenses payable to the Subadviser pursuant to the
Subadvisory Agreement.
Under the Current Management Agreement, the Fund pays PMF for the services
performed and the facilities furnished by it a fee at an annual rate of 0.75 of
1% of the Fund's average weekly net assets up to $500 million, 0.70 of 1% of
average weekly net assets between $500 million and $1 billion and .65 of 1% of
such assets in excess of $1billion. This fee is computed weekly and paid
monthly.
The Current Management Agreement provides that PMF will not be liable to the
Fund for any error of judgment by PMF or for any loss suffered by the Fund in
connection with the matters to which the Current Management Agreement relates
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties under the Agreement. Except as
indicated above, the Fund is responsible under the Current Management Agreement
for the payment of its expenses, including (a) the fees
18
<PAGE>
and expenses incurred by the Fund in connection with the management of the
investment and reinvestment of the Fund's assets, (b) the fees and expenses
incurred by the Fund in connection with the administration of its corporate
affairs, (c) the fees and expenses incurred in connection with the organization
of the Fund, (d) the fees and expenses of Directors who are not affiliated with
PMF or the Manager, (e) the fees and certain expenses of the Fund's Custodian,
(f) the fees and expenses of the Fund's Transfer and Dividend Disbursing Agent
that relate to the maintenance of each shareholder account, (g) the charges and
expenses of the Fund's legal counsel and independent accountants, (h) brokerage
commissions and any issue or transfer taxes chargeable to the Fund in connection
with its securities transactions, (i) all taxes and corporate fees payable by
the Fund to governmental agencies, (j) the fees of any trade association of
which the Fund may be a member, (k) the cost of stock certificates representing,
and/or non-negotiable share deposit receipts evidencing, shares of the Fund, (l)
the cost of fidelity and liability insurance, (m) the fees and expenses involved
in registering and maintaining registration of the Fund and of its shares with
the SEC and qualifying its shares under state securities laws, including the
preparation and printing of the Fund registration statement and prospectus for
such purposes, (n) allocable communications expenses with respect to investor
services and all expenses of stockholders' and Board of Directors' meetings and
of preparing, printing and mailing prospectuses and reports to stockholders, and
(o) litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund's business.
The Current Management Agreement also provides that it will terminate
automatically if assigned and that it may be terminated by the Fund at any time,
without the payment of any penalties, by the Board of Directors, by vote of a
majority of the Fund's outstanding voting securities (as defined in the 1940
Act) or by the Manager at any time, without the payment of any penalty, upon not
more than sixty days' nor less than thirty days' written notice to the other
party. Under the 1940 Act, a majority of the outstanding voting securities of
the Fund is defined as the lesser of (i) 67% of the Fund's outstanding shares
represented at a meeting at which more than 50% of the outstanding shares are
present in person or represented by proxy, or (ii) more than 50% of the Fund's
outstanding shares.
The New Management Agreement and the Recommendation of the Board of Directors
The New Management Agreement will modify the terms of the Current Management
Agreement to reflect the operation as an open-end investment company. In
addition, since the Fund will calculate its net asset value daily rather than
weekly, the fee payable under the New Management Agreement will be based on a
percentage of the Fund's average daily net assets. The management fee is
currently based on a percentage of the Fund's average weekly net assets.
Specifically, under the New Management Agreement, the advisory fee payable
to PMF by the Fund will be at an annual rate of 0.75 of 1% of the Fund's average
daily net assets up to $500 million, 0.70 of 1% of average daily net assets
between $500 million and $1 billion and .65% of 1% of such assets in excess of
$1 billion. The advisory fee rate
19
<PAGE>
under the New Management Agreement is the same as the fee rate under the Current
Management Agreement.
If Proposal No. 1 is not approved, the Current Management Agreement will
remain in effect in accordance with its terms.
Information about PMF
PMF, a wholly-owned subsidiary of Prudential, was organized in May 1987
under the laws of the State of Delaware. Set forth below is information about
the other global and domestic bond funds for which PMF serves as manager and
which seek total return and/or current income:
<TABLE>
<CAPTION>
Approximate Net
Assets as of
September 30, 1995
Open-End Management Investment Companies (000) Management Fee (annual rate)
- ---------------------------------------- ------------ ----------------------------
<S> <C> <C>
The BlackRock Government Income Trust................. $ 46,768 0.50 of 1%
Prudential Adjustable Rate Securities Fund, Inc. ..... 29,775 0.50 of 1%
Prudential Diversified Bond Fund, Inc. ............... 73,243 0.50
Prudential Government Income
Fund, Inc........................................... 1,578,904 0.50 of 1% up to $3 billion
0.35 of 1% in excess of $3 billion
Prudential Government Securities Trust
Short-Intermediate Term Series...................... 197,134 0.40 of 1%
Prudential High Yield Fund, Inc. ..................... 3,882,997 0.50 of 1% up to $250 million
0.475 of 1% of the next $500 million
0.45 of 1% of the next $750 million
0.425 of 1% of the next $500 million
0.40 of 1% of the next $500 million
0.375 of 1% of the next $500 million
0.35 of 1% in excess of $3 billion
Prudential Intermediate Global Income
Fund, Inc. ......................................... 210,332 0.75 of 1%
Prudential Mortgage Income Fund, Inc. ................ 230,070 0.50 of 1%
Prudential Short-Term Global
Income Fund, Inc. (two series)...................... 157,190 0.55 of 1%
Prudential Structured Maturity Fund, Inc.
Income Portfolio.................................... 210,682 0.40 of 1%
The Target Portfolio Trust:
International Bond Portfolio........................ 33,113 0.50 of 1%
Prudential U.S. Government Fund....................... 126,684 0.50 of 1%
</TABLE>
<TABLE>
<CAPTION>
Approximate Net
Assets as of
September 30, 1995
Closed-End Management Investment Companies (000) Management Fee (annual rate)
- ------------------------------------------ ------------ ----------------------------
<S> <C> <C>
The Global Government Plus Fund, Inc. ................ $ 350,745 0.75 of 1% up to $1 billion
0.70 of 1% in excess of $1 billion
The High Yield Income Fund, Inc. ..................... 78,115 0.70 of 1%
</TABLE>
20
<PAGE>
Certain information regarding the Directors and principal executive officers
of PMF is set forth below.
Except as otherwise indicated, the address of each person is One Seaport
Plaza, New York, N.Y. 10292.
<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupation
- ---------------- ----------------- --------------------
<S> <C> <C>
Brendan D. Boyle Executive Vice President, Executive Vice President, Director of Marketing and Director,
Director of Marketing PMF; Senior Vice President, Prudential Securities
and Director Incorporated (Prudential Securities); Chairman and Director,
Prudential Mutual Fund Distributors, Inc. (PMFD)
Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary and
President, General Director, PMF and PMFD; Senior Vice President, Prudential
Counsel, Secretary Securities; Director, Prudential Mutual Fund Services, Inc.
and Director (PMFS)
Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and Administrative
President, Chief Officer, Treasurer and Director, PMF; Senior Vice President,
Financial and Prudential Securities; Executive Vice President, Chief
Administrative Officer, Financial Officer, Treasurer and Director, PMFD; Director,
Treasurer and Director PMFS
Theresa A. Hamacher Director Director, PMF; Vice President, Prudential; Vice President, PIC
Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating Officer
and Director, PMFD; Chief Executive Officer and Director,
PMFS; Director, PMF
Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF;
Executive Officer Executive Vice President, Director and Member of the
and Director Operating Committee, Prudential Securities; Director,
Prudential Securities Group, Inc. (PSG); Executive Vice
President, PIC; Director, PMFD; Director, PMFS
</TABLE>
The Subadviser
Investment advisory services are provided to the Fund by PMF through its
affiliate, PIC, Prudential Plaza, Newark, New Jersey 07101 under the Current
Subadvisory Agreement. The Current Subadvisory Agreement was approved by
shareholders on September 29, 1988 and was last approved by the Directors of the
Fund, including a majority of the Independent Directors, on May 4, 1995.
On September 11, 1995 the Board of Directors, including a majority of the
Independent Directors, approved a new subadvisory agreement between the Fund and
PIC (the New Subadvisory Agreement). The terms of the New Subadvisory Agreement
are identical to the terms of the Current Subadvisory Agreement, except that any
reference to the Fund as a closed-end investment company has been changed to
refer to the Fund as an open-end investment company. If Proposal No. 1 is
approved by shareholders of the Fund, the Current Subadvisory Agreement will be
terminated and the New Subadvisory Agreement will become effective on the date
that the conversion becomes effective. The form of the New Subadvisory Agreement
appears as Exhibit C to this Proxy Statement.
21
<PAGE>
Terms of the Current Subadvisory Agreement
Pursuant to the Current Subadvisory Agreement, PIC, subject to the
supervision of PMF and the Board of Directors and in conformity with the stated
policies of the Fund, manages the investment operations of the Fund and the
composition of the Fund's portfolio, including the purchase, retention and
disposition thereof. PIC is reimbursed by PMF for reasonable costs and expenses
incurred by it in furnishing such services. The fees paid by the Fund to PMF
under the Current Management Agreement with PMF are not affected by this
arrangement. PIC is reimbursed by PMF for reasonable costs and expenses incurred
by it in furnishing such services. The fees paid by the Fund to PMF under the
Current Management Agreement with PMF are not affected by this arrangement. PIC
keeps certain books and records required to be maintained pursuant to the 1940
Act. The investment advisory services of PIC to the Fund are not exclusive under
the terms of the Current Subadvisory Agreement and PIC is free to, and does,
render investment advisory services to others.
PIC has authorized any of its directors, officers and employees who may be
elected as Directors or officers of the Fund to serve in the capacities in which
they have been elected. Services furnished by PIC under the Current Subadvisory
Agreement may be furnished by any such directors, officers or employees of PIC.
The Current Subadvisory Agreement provides that PIC shall not be liable for any
error of judgment or for any loss suffered by the Fund or PMF in connection with
the matters to which the Current Subadvisory Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on PIC's part
in the performance of its duties or from its reckless disregard of its
obligations and duties under the Current Subadvisory Agreement. The Current
Subadvisory Agreement provides that it shall terminate automatically if assigned
or upon termination of the Current Management Agreement and that it may be
terminated by the Fund at any time without the payment of any penalty by the
Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act and set forth above) of the Fund
or by PMF or PIC upon not more that sixty days' nor less than thirty days'
written notice.
The New Subadvisory Agreement and the Recommendation of the Board of Directors
As noted above, the terms of the New Subadvisory Agreement are identical to
the terms of the Current Subadvisory Agreement, except that any reference to the
Fund as a closed-end investment company has been changed to refer to the Fund as
an open-end investment company. If Proposal No. 1 is not approved, the Current
Subadvisory Agreement will remain in effect in accordance with its terms.
22
<PAGE>
Information about PIC
PIC was organized in June 1984 under the laws of the State of New Jersey.
Certain information regarding the Directors and executive officers of PIC is set
forth below. Except as otherwise indicated the address of each person is
Prudential Plaza, Newark, NJ 07102.
<TABLE>
<CAPTION>
Name and Address Positon with PIC Principal Occupations
- ---------------- ---------------- ---------------------
<S> <C> <C>
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice
Two Gateway Center President, PIC
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice
51 JFK Parkway, and Director President and Director, PIC
Short Hills, NJ 07078
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC;
Director, PMF
Harry E. Knapp, Jr. President, Chairman of President, Chairman of the Board, Director and
the Board, Director and Chief Executive Officer, PIC; Vice President,
Chief Executive Officer Prudential
William P. Link Senior Vice President Executive Vice President, Prudential; Senior
Four Gateway Center Vice President, PIC
Newark, NJ 07102
Richard A. Redeker Executive Vice President President, Chief Executive Officer and Director,
PMF; Executive Vice President, Director and
Member of the Operating Committee, Prudential
Securities; Director, Prudential Securities
Group, Inc., PSG; Executive Vice President,
PIC; Director, PMFD; Director, PMFS
Eric A. Simonson Vice President Vice President and Director, PIC; Executive Vice
and Director President, Prudential
Claude J. Zinngrabe, Jr. Executive Vice Vice President, Prudential; Executive Vice
President President, PIC
</TABLE>
The following are the Directors and officers of the Fund who are also
affiliated with the Manager and the Subadviser, and the nature of their
affiliations:
<TABLE>
<CAPTION>
Name Position with the Trust Position with the Manager and Subadvisor
- ---- ----------------------- ----------------------------------------
<S> <C> <C>
Richard A. Redeker President and Director President, Chief Executive Oflicer and Director,
PMF; Executive Vice President, PIC
Robert F. Gunia Vice President Executive Vice President, Chief Financial and
Administrative Officer, Treasurer and
Director, PMF
S. Jane Rose Secretary Senior Vice President, Senior Counsel and
Assistant Secretary, PMF
Eugene S. Stark Treasurer First Vice President, PMF
Stephen M. Ungerman Assistant Treasurer First Vice President, PMF
Ronald Amblard Assistant Secretary First Vice President and Associate General
Counsel, PMF
</TABLE>
23
<PAGE>
Brokerage Commissions
For the fiscal year ended December 31, 1994, the Fund paid no brokerage
commissions.
Vote Required
Adoption of Proposal No. 3 will require the approval of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act as set
forth under Proposal No. 2). If the stockholders do not approve the provisions
of the New Management Agreement and the New Subadvisory Agreement, the
provisions of the Fund's Current Management Agreement and Current Subadvisory
Agreement will remain in effect.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 3.
ELECTION OF DIRECTORS
(Proposal No. 4)
As prescribed in the Fund's current by-laws, at the Fund's 1989 Annual
Meeting of Shareholders, the Directors were initially divided into three classes
and their initial terms of office were staggered so that one class would be
elected each year thereafter for a three-year term.The Board of Directors is
currently comprised of eight members with their terms of office fixed as
follows; Class I: Sir Michael Sandberg and Nancy H. Teeters-whose term expires
in 1996; Class II: Harry A. Jacobs, Jr., Thomas T. Mooney and Richard A.
Redeker-whose term expires in 1997; and Class III: Edward D. Beach, Robert W.
Doran and Robin B. Smith-whose term expires in 1995.
The classified Board was intended, in part, to make it more difficult and
time-consuming to change majority control of the Board of Directors without its
consent and thus to reduce the Fund's vulnerability to an unsolicited takeover
proposal or similar action that does not contemplate an acquisition of all
outstanding voting stock of the Fund. However, the conversion of the Fund to an
open-end investment company would reduce, if not eliminate, the need for this
precautionary measure. Therefore, the Board of Directors has considered and
approved the declassification of the Board in the event that the proposed
conversion of the Fund to open-end status is approved.
Accordingly, if Proposal No. 1 to convert the Fund to an open-end investment
company is approved, the Board of Directors will be declassified and seven
Directors will be elected to hold office until the earlier to occur of (i) the
next meeting of shareholders at which Directors are elected and their successors
are elected and qualify or (ii) the expiration of their terms in accordance with
the Fund's retirement policy. The Fund's retirement policy, which was recently
adopted, calls for the retirement of Directors on December 31 of the year in
which they reach the age of 72, except that retirement is being phased in for
Directors who were age 68 or older as of December 31, 1993. Under this phase-in
provision, Messrs. Beach and Jacobs are scheduled to retire on December 31, 1999
and 1998, respectively. It is the intention of the persons named in the
accompanying form of Proxy to vote for the election of Edward D. Beach, Harry A.
Jacobs, Jr., Thomas T. Mooney, Richard A. Redeker, Sir Michael Sandberg, Robin
B. Smith and Nancy H. Teeters, all of whom are currently members of the Board of
Directors. Each of the
24
<PAGE>
nominees has consented to be named in this Proxy Statement and to serve as a
Director if elected. If Proposal No. 1 is approved and the Fund is converted to
an open-end investment company, it is anticipated that Mr. Doran would resign
his position on the Board of Directors in order to comply with federal banking
laws which prohibit a director of a national bank, such as Mr. Doran, from
concurrently serving as a director of an open-end investment company.
Alternatively, if Proposal No. 1 is not approved, Class III Directors will
be elected to serve until the Fund's 1998 Annual Meeting of Shareholders and
until their successors have been elected and qualified. In that event, the Board
will remain classified and it is the intention of the persons named in the
enclosed Proxy to vote in favor of the election of Messrs. Beach, Doran and Ms.
Smith. Thereafter, Directors will be elected annually as their terms expire in
accordance with the Fund's current by-laws.
All of the Directors have previously been elected by shareholders. All of
the Directors except for Messrs. Doran and Redeker were first elected as
Directors in 1986. Mr. Doran was first elected as a Director in 1991. Mr.
Redeker was first elected as a Director in 1993. Lawrence C. McQuade resigned as
a Class I Director on April 28, 1995.
The Directors have no reason to believe that any of the nominees named above
will become unavailable for election as a Director, but if that should occur
before the Meeting, proxies will be voted for such persons as the Directors may
recommend.
If Proposal No. 1 is approved, the Fund does not intend to hold annual
meetings of shareholders in the future unless shareholder action is required.
The following table sets forth certain information concerning each of the
Directors of the Fund. Each of the nominees is currently a Director of the Fund.
INFORMATION REGARDING DIRECTORS
<TABLE>
<CAPTION>
Shares of
Name, age, business Common Stock
experience during the past Position Owned at
five years and directorships with Fund September 29, 1995
---------------------------- --------- ------------------
<S> <C>
Edward D. Beach (70), President and Director of Director [800]
BMC Fund, Inc., a closed-end investment
company; prior thereto, Vice Chairman of
Broyhill Furniture Industries, Inc.; Certified
Public Accountant; Secretary and Treasurer of
Broyhill Family Foundation Inc.; President,
Director and Treasurer of First Financial Fund,
Inc. and The High Yield Plus Fund, Inc.;
Director/Trustee of 20 investment companies
managed by PMF.
Robert W. Doran (62), Chairman and Managing Director [2,000]
Partner of Wellington Management Company;
Chairman of Wellington Trust Company, N.A.;
Trustee of the Museum of Fine Arts (Boston).
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Shares of
Name, age, business Common Stock
experience during the past Position Owned at
five years and directorships with Fund September 29, 1995
---------------------------- --------- ------------------
<S> <C>
*Harry A. Jacobs, Jr. (74), Senior Director Director [-0-]
(since January 1986) of Prudential Securities;
formerly Interim Chairman and Chief Executive
Officer of PMF (June-September 1993); Chairman
of the Board of Prudential Securities
(1982-1985) and Chairman of the Board and Chief
Executive Officer of Bache Group Inc.
(1977-1982); Director of The First Australia
Fund, Inc. and The First Australia Prime Income
Fund, Inc.; Trustee of the Trudeau Institute;
Director/Trustee of 24 investment companies
managed by PMF.
Thomas T. Mooney (53), President of the Greater Director [3,181]
Rochester Metro Chamber of Commerce; former
Rochester City Manager; Trustee for Center for
Governmental Research, Inc.; Director of Blue
Cross of Rochester, Monroe County Water
Authority, Rochester Jobs Inc.,
Northeast-Midwest Institute, The Business
Council of New York State, Executive Service
Corps of Rochester, Monroe County Industrial
Development Corporation, First Financial Fund,
Inc. and The High Yield Plus Fund, Inc.;
Director/Trustee of 15 investment companies
managed by PMF.
*Richard A. Redeker (52), President, Chief Director [-0-]
Executive Officer and Director (since October
1993) of PMF; Executive Vice President,
Director and Member of the Operating Committee
(since October 1993), Prudential Securities;
Director (since October 1993) of Prudential
Securities Group, Inc. (PSG); Executive Vice
President, PIC; Director (since January 1994),
Prudential Mutual Fund Distributors, Inc.;
Director (since January 1994), Prudential
Mutual Fund Services, Inc.; formerly Senior
Executive Vice President and Director of Kemper
Financial Services, Inc. (September
1978-September 1993); President and
Director/Trustee of 38 investment companies
managed by PMF.
Sir Michael Sandberg (68), Chairman, Broadstreet Director [-0-]
Inc.; Director of International Totalizer
Systems; Chairman and Director of PRICOA
Worldwide Investors Portfolio; Former Chairman
of Hong Kong and Shanghai Banking Corporation
and British Bank of the Middle East
(1977-1986); Director of 2 investment companies
managed by PMF.
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Shares of
Name, age, business Common Stock
experience during the past Position Owned at
five years and directorships with Fund September 29, 1995
---------------------------- --------- ------------------
<S> <C>
Robin B. Smith (55), President (since September Director [1,149]
1981) and Chief Executive Officer (since
January 1988) of Publishers Clearing House;
Director of BellSouth Corporation, The Omnicom
Group, Inc., Texaco Inc., Springs Industries
Inc., First Financial Fund, Inc. and The High
Yield Plus Fund, Inc.; Director/Trustee of 6
investment companies managed by PMF.
Nancy H. Teeters (65), Economist; formerly Vice Director [-0-]
President and Chief Economist (March 1986-June
1990) of International Business Machines
Corporation; Member of the Board of Governors
of the Horace H. Rackham School of Graduate
Studies of the University of Michigan; Director
of Inland Steel Industries (since July 1991);
Director of First Financial Fund, Inc.;
Director/Trustee of 12 investment companies
managed by PMF.
<FN>
- ---------
*Indicates "interested person," as defined in the Investment Company Act of
1940, as amended (the Investment Company Act).
</FN>
</TABLE>
The directors and officers of the Fund as a group owned beneficially shares
of the Fund at September 29, 1995, which represented less than l% of the shares
then outstanding.
The Fund pays annual compensation of $8,000, plus $1,500 for attendance in
person per meeting of the Board of Directors, plus certain out-of-pocket
expenses, to each of the six Directors not affiliated with PMF or the Fund's
investment adviser. Ms. Smith receives her Director's fee pursuant to a deferred
fee agreement with the Fund. Under the terms of the agreement, the Fund accrues
daily the amount of such Director's fee which accrues interest at a rate
equivalent to the prevailing rate applicable to 90-day U.S. Treasury bills at
the beginning of each calendar quarter. Payment of the interest so accrued is
also deferred and accruals become payable at the option of the Director. The
Fund's obligation to make payments of deferred Directors' fees, together with
interest thereon, is a general obligation of the Fund. For the year ended
December 31, 1994, directors' fees and expenses amounted to $94,000 and $4,800,
respectively.
Pursuant to the terms of the Management Agreement with the Fund, the Manager
pays all compensation of officers of the Fund as well as the fees and expenses
of all Directors of the Fund who are affiliated persons of the Manager.
The following table sets forth the aggregate compensation paid by the Fund
to the Directors who are not affiliated with the Manager for the fiscal year
ended December 31, 1994 and the aggregate compensation paid to such Directors
for service on the Fund's board and that of all other investment companies
registered under the 1940 Act managed by Prudential Mutual Fund Management, Inc.
(Fund Complex) for the fiscal year ended December 31, 1994.
27
<PAGE>
<TABLE>
Compensation Table
<CAPTION>
Pension or Total
Retirement Estimated Compensation
Benefits Annual From Fund
Aggregate Accrued As Benefits and Fund
Compensation Part of Fund Upon Complex Paid
Name and Position From Fund Expenses Retirement to Directors
----------------- --------- -------- ---------- ------------
<S> <C> <C> <C> <C>
Edward D. Beach-Director $14,000 None N/A $159,000(20/39)**
Robert W. Doran-Director $14,000 None N/A $ 14,000(1/1)**
Thomas T. Mooney-Director $14,000 None N/A $126,000(15/36)**
Sir Michael Sandberg-Director $14,000 None N/A $ 22,000(2/2)**
Robin B. Smith-Director $14,000 None N/A $ 55,000*(6/15)**
Nancy Teeters-Director $14,000 None N/A $ 95,000(12/28)**
<FN>
- ---------
*All compensation for the year ended December 31, 1994 represents deferred
compensation. Aggregate compensation from the Fund for the fiscal year ended
December 31, 1994, including accrued interest, amounted to approximately
$14,226. Aggregate compensation from all of the funds in the Fund Complex for
the calendar year ended December 31, 1994, including accrued interest,
amounted to approximately $57,417.
**Indicates number of funds/portfolios in Fund Complex (including the Fund) to
which aggregate compensation relates.
</FN>
</TABLE>
There were six meetings of the Fund's Board of Directors held during the
year ended December 31, 1994, four of which were regular meetings. The Board of
Directors has an Audit Committee. The Audit Committee makes recommendations to
the full Board with respect to the engagement of independent accountants and
reviews with the independent accountants the plan and results of the audit
engagement and matters having a material effect upon the Fund's financial
operations. The members of the Audit Committee are Messrs. Beach, Doran, Mooney
and Sandberg and Mmes. Smith and Teeters, the Independent Directors of the Fund.
The Audit Committee met twice during the year ended December 31, 1994. For the
year ended December 31, 1994, Messrs. Jacobs and Sandberg attended fewer than
75% of the aggregate of the total number of meetings of the Board of Directors
and any committee thereof, of which such director is a member.
Vote Required
Directors must be elected by a vote of a majority of the shares present at
the meeting in person or by proxy and entitled to vote thereupon, provided that
a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 4.
28
<PAGE>
APPROVAL OR DISAPPROVAL OF PROPOSED PLAN OF DISTRIBUTION
(Proposal No. 5)
On September 11, 1995, the Board of Directors of the Fund, including a
majority of the Independent Directors who have no direct or indirect interest in
the proposed Plan of Distribution (the Plan) or any related agreement (the Rule
12b-1 Directors), approved a Plan pursuant to Rule 12b-1 under the 1940 Act and
a Distribution Agreement for the Fund's existing shares of Common Stock (the
Distribution Agreement) in connection with the conversion of the Fund from a
closed-end investment company to an open-end investment company. The Board of
Directors recommends the Plan to the shareholders of the Fund for approval or
disapproval at this Annual Meeting of Shareholders. The Distribution Agreement
does not require, and is not being submitted for, shareholder approval.
The purpose of the Plan is to create incentives for the financial advisers
of Prudential Securities (the Distributor) and other qualified broker-dealers to
provide distribution assistance to their customers who are investors in the
shares of Common Stock of the Fund and to defray the costs and expenses,
including the payment of account servicing fees, of the services provided and
activities undertaken to distribute shares of the Fund (Distribution
Activities).
If Proposal No. 1 is approved by shareholders, and if this Proposal No. 5 is
approved, the Plan will be applicable to the shares of Common Stock of the Fund
(the existing shares of the Fund) and will become effective upon conversion of
the Fund to open-end status. If Proposal No. 5 is approved, the Plan will remain
applicable to the existing shares of the Fund when they are reclassified as
Class A shares. See Proposal No. 6. A copy of the Plan is attached hereto as
Exhibit D. The Plan authorizes the Fund to compensate the Distributor for all
costs incurred by it in distributing the shares of the Fund at a rate not to
exceed .30 of 1% per annum of the average daily net assets of the shares of the
Fund. In addition, the Plan describes the Distribution Activities. The Plan
specifies categories of compensable expenditures which include, among others:
commissions and account servicing fees paid to, or on account of, financial
advisers of Prudential Securities and representatives of Pruco Securities
Corporation (Prusec), an affiliated broker-dealer, commissions and account
servicing fees paid to, or on account of, other broker-dealers or financial
institutions (other than national banks) which have entered into agreements with
the Distributor, advertising expenses, the cost of printing and mailing
prospectuses to potential investors and indirect and overhead costs of
Prudential Securities and Prusec associated with the sale of Fund shares,
including lease, utility, communications and sales promotion expenses. The State
of Texas requires that shares of the Fund may be sold in that state only by
dealers or other financial institutions which are registered there as
broker-dealers.
Under the Plan, the Fund is obligated to pay distribution and/or service
fees to the Distributor as compensation for its distribution and service
activities, not as reimbursement for specific expenses incurred. If the
Distributor's expenses exceed its distribution and service fees, the Fund will
not be obligated to pay any additional expenses. If the
29
<PAGE>
Distributor's expenses are less than such distribution and service fees, it will
retain its full fees and realize a profit.
Under the Plan, the Fund may pay the Distributor for its
distribution-related activities with respect to shares of the Fund at an annual
rate of up to .30 of 1% of the average dally net assets of those shares. The
Plan provides that (i) up to .25 of 1% of the average daily net assets of the
shares of the Fund may be used to pay for personal service and/or the
maintenance of shareholder accounts (service fee) and (ii) total distribution
fees (including the service fee of .25 of 1%) may not exceed .30 of 1% of the
average daily net assets of the shares of the Fund. The Distributor has agreed
to limit its distribution-related fees payable under the Plan to .15 of 1% of
the average daily net assets of those shares for the fiscal year ending December
31, 1996.
In considering whether or not to approve the Plan, the Directors reviewed,
among other things, the nature and scope of the services to be provided by the
Distributor, the purchase options that may be available to shareholders if the
Alternative Purchase Plan described under Proposal No. 6 is approved by the
shareholders and the potentially higher fees payable to the Distributor if the
Plan is adopted. The Board also considered the potential benefits of the Plan to
shareholders and investors. The Directors took into account the competitive
market environment which the Fund will operate in as an open-end investment
company. More specifically, the Directors recognized the need to provide
adequate compensation to broker-dealers who serve existing shareholders or offer
the Fund to prospective investors. Without such service, the Fund would be
subject to a significant risk that it would not maintain or increase its assets,
threatening the viability of the Fund as an open-end investment company. Based
upon their review, the Directors, including a majority of the Rule 12b-1
Directors, determined that there is a reasonable likelihood that the Plan will
benefit the Fund and its shareholders.
Prudential Securities, One Seaport Plaza, New York, New York 10292, is a
corporation organized under the laws of the State of Delaware and, as noted
above, will serve as the distributor of the Fund's shares of Common Stock.
Prudential Securities is an indirect, wholly-owned subsidiary of Prudential. In
1993, Prudential Securities resolved various allegations arising out of past
sales of certain limited partnership interests with the SEC, National
Association of Securities Dealers, Inc. (NASD) and state securities commissions.
In 1994, Prudential Securities reached an agreement with the U.S. Attorney for
the Southern District of New York to defer prosecution in connection with such
past sales, provided it complies with the terms of that agreement for a period
of three years. If, upon completion of the three year period, Prudential
Securities has complied with the terms of the agreement, no prosecution will be
instituted by the U.S. Attorney. In connection with the foregoing, Prudential
Securities agreed, among other things, to pay penalties in the aggregate amount
of approximately forty million dollars and establish a settlement fund in the
amount of six hundred and sixty million dollars and establish procedures to
resolve legitimate claims for compensatory damages by purchasers of certain
limited partnership interests. Prudential Securities also agreed to provide
additional funds for this purpose as necessary. The Fund will not be affected by
Prudential Securities' financial condition and is an entirely separate legal
entity from Prudential Securities, which has no beneficial ownership therein and
the Fund's assets which are held
30
<PAGE>
by State Street Bank & Trust Company, an independent custodian, are separate and
distinct from Prudential Securities.
As required by Rule 12b-1 under the 1940 Act, if approved by the
shareholders, the Plan will continue in effect from year to year, provided such
continuance is approved at least annually by a majority of the Board of
Directors and a majority of the Rule 12b-1 Directors by votes cast in person at
a meeting called for the purpose of voting on the continuation of the Plan. The
Plan may not be amended to increase materially the amount to be spent for the
services described therein without approval by a majority of the outstanding
voting securities of the Fund affected by the Plan. All material amendments of
the Plan must also be approved by the Directors in the manner described above.
The Plan may be terminated at any time without payment of any penalty by vote of
a majority of the Rule 12b-1 Directors of the Fund or by the vote of a majority
of the outstanding shares of the Fund (as defined in the 1940 Act) on not more
than 60 days' written notice to any other party to such Plan. The Plan will
automatically terminate in the event of its assignment (as defined in the 1940
Act). So long as the Plan is in effect, the selection and nomination of the Rule
12b-1 Directors will be committed to the discretion of the Rule 12b-1 Directors.
If the Plan is terminated or not continued, there will be no further payments of
any amounts except those previously accrued.
Vote Required
The proposed Plan of Distribution requires approval of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act and set
forth above in Proposal No. 2).
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 5.
APPROVAL OR DISAPPROVAL OF THE ALTERNATIVE PURCHASE PLAN
AND AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO PERMIT THE ISSUANCE OF MULTIPLE CLASSES OF SHARES
(Proposal No. 6)
PMF and Prudential Securities have established an alternative purchase plan
(the Alternative Purchase Plan) which is available to investors in Prudential
Mutual Funds and, if Proposal No. 1 and this Proposal No. 6 are approved by
shareholders, will go into effect after conversion of the Fund to open-end
status (or at such later date as the Board of Directors may determine). The
Alternative Purchase Plan would initially provide investors with the option of
purchasing shares either subject to a contingent deferred sales charge, or with
an initial sales charge. It is presently anticipated that there will be a public
offering of Class A, Class B and Class C shares after the conversion. The
existing shares will be reclassified as Class A shares. On September 11, 1995,
the Board of Directors of the Fund, including a majority of the independent
Directors, considered and approved the Alternative Purchase Plan and an
amendment to the Articles of Incorporation of the Fund in order to implement the
Alternative Purchase Plan. In so doing, the Board of Directors considered
several factors, including that implementation of the Alternative Purchase
31
<PAGE>
Plan would (i) enable investors to choose the purchasing option which best suits
their individual situation, thereby encouraging current shareholders to make
additional investments in the Fund and attracting new investors and assets to
the Fund to the benefit of the Fund and its shareholders, (ii) facilitate
distribution of the Fund's shares, and (iii) maintain the competitive position
of the Fund in relation to other funds that have implemented or are seeking to
implement similar distribution arrangements. The Board of Directors is
recommending that shareholders of the Fund approve the Alternative Purchase Plan
as described herein (including amendments included in the Fund's Amended and
Restated Articles of Incorporation discussed in Proposal No. 1 above to permit
the issuance by the Fund of multiple classes of shares). A copy of the proposed
Amended and Restated Articles of Incorporation of the Fund is attached hereto as
Exhibit A.
Under the Alternative Purchase Plan, the Fund will initially offer three
classes of shares of its Common Stock, which may be purchased at a price equal
to the next determined net asset value per share plus a sales charge which, at
the election of the purchaser, may be imposed at the time of purchase (Class A
shares) or (ii) on a contingent deferred basis (Class B and Class C shares).
Class A shares will be subject to an initial sales charge of up to [5]% and an
annual distribution fee of up to .30 of 1% of average daily net assets of the
Class A shares. Class B shares will be subject to a contingent deferred sales
charge (declining from [5]% to zero) which will be imposed on most redemptions
made within [six] years of purchase and an annual distribution and service fee
of up to [1]% of the average daily net assets of the Class B shares and will
automatically convert to Class A shares approximately [seven] years after
purchase. Class C shares will be subject to a contingent deferred sales charge
of 1% on redemptions made within one year of purchase and an annual distribution
and service fee of 1% of the average daily net assets of the Class C shares.
Distribution fees are paid out of Fund assets and sales charges (including
contingent deferred sales charges) are paid directly by the investor. These
alternatives will permit an investor to choose the method of purchasing shares
that is most beneficial given the amount of the purchase, the length of time the
investor expects to hold the shares and other circumstances.
Each share of Class A, Class B and Class C will represent an identical legal
interest in the investment portfolio of the Fund and have the same rights,
except that each Class will bear certain expenses specifically related to the
distribution of its shares. Although the legal rights of Class A, Class B and
Class C shares will be identical, it is likely that the different expenses borne
by each class will result in different net asset values and dividends. Class B
and Class C shares will have higher expense ratios and pay lower dividends than
the Class A shares. Each Class will have exclusive voting rights with respect to
its plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act. The
three classes will also have different exchange privileges. Upon any liquidation
of the Fund, holders of Class B and Class C shares may receive less than holders
of Class A shares as a result of higher accumulated expenses from the Class B
and Class C distribution fees.
The implementation of the Alternative Purchase Plan will not alter the
rights and privileges of the current shareholders of the Fund, nor will it
affect the net asset value of a current shareholder's investment in the Fund. By
providing investors with a broader
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choice as to the method of purchasing shares, the Board of Directors believes
that it will attract a broader base of shareholders, thereby bringing more
investment dollars into the Fund which will benefit the holders of each Class of
shares by facilitating the management of the Fund's portfolio and by reducing
the operating expense ratio of the Fund.
If the shareholders approve Proposal No. 1 and this Proposal No. 6, the
Fund's authorized shares will be increased from 200 million to 2 billion and
will be classified into 1 billion authorized shares of Class A Common Stock, 500
million authorized shares of Class B Common Stock, and 500 million authorized
shares of Class C Common Stock, each with par value $.01. The shares of Common
Stock currently issued and outstanding will be reclassified as Class A Common
Stock.
Upon implementation of the Alternative Purchase Plan, Class A shares will be
sold at the next determined net asset value per share with an initial sales
charge subject to certain reductions as may be set forth in the Fund's
Prospectus. In addition, if Proposal No. 5 is approved by shareholders, the plan
of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (the Class A
Plan) applicable to the Fund's shares will remain in effect and apply to Class A
shares, which will continue to be subject to a distribution fee at the annual
rate of up to .30 of 1% of the average daily net assets of the Class A shares.
The Class B and Class C shares will be issued and sold at the next determined
net asset value per share subject to a contingent deferred sales charge imposed
upon certain redemptions of shares as set forth above and as may be further
provided in the Prospectus of the Fund. In addition, the Class B and Class C
shares will be subject to a distribution and service fee at the annual rate of
up to [1]% of the average daily net assets of the Class B and Class C shares,
pursuant to a plan of distribution adopted pursuant to Rule 12b-1 under the 1940
Act (the Class B Plan and Class C Plan) which will be approved by the initial
sole shareholder of Class B and Class C shares. Finally, as described in the
Fund's Amended and Restated Articles of Incorporation, Class B shares will
automatically convert to Class A shares at such times as may be determined from
time to time by the Board of Directors and set forth in the Fund's Prospectus.
If the proposed amendment to the Fund's Articles of Incorporation is approved,
it is expected that conversions of Class B shares to Class A shares will occur
on a quarterly basis approximately [seven] years from purchase.
The exchange privileges of Class A, Class B and Class C shares will differ.
Each Class of shares of the Fund will generally be exchangeable for Class A,
Class B and Class C shares, respectively, of other Prudential Mutual Funds and
one or more specified money market funds on the basis of the relative NAV,
except as may be set forth in the Fund's Prospectus.
The proposed amendment to the Articles of Incorporation will also permit the
Board of Directors to classify and reclassify shares of the Fund into additional
classes of Common Stock at a future date. The Board of Directors currently has
no intention of creating any classes of Common Stock other than the Class A,
Class B and Class C shares of the Fund.
Vote Required
Under the Fund's Articles of Incorporation, amendment of the Articles of
Incorporation requires the affirmative vote of a majority of the outstanding
shares of Common Stock
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of the Fund. In the event shareholders do not approve the proposed amendment of
the Articles of Incorporation and the Alternative Purchase Plan is not adopted,
the Fund will continue to offer a single class of shares of Common Stock and,
upon shareholder approval of Proposal No. 5, the shares would be subject to a
distribution fee based upon the Fund's average daily net asset value.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 6.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
(Proposal No. 7)
A majority of the members of the Board of Directors who are not interested
persons of the Fund have selected Deloitte & Touche LLP as independent
accountants for the Fund for the year ending December 31, 1995. The ratification
of the selection of independent accountants is to be voted upon at the meeting
and it is intended that the persons named in the accompanying proxy vote for
Deloitte & Touche LLP. No representative of Deloitte & Touche LLP is expected to
be present at the Annual Meeting of Shareholders.
The Board of Directors' policy regarding engaging independent accountants'
services is that management may engage the Fund's principal independent
accountants to perform any service(s) normally provided by independent
accounting firms, provided that such service(s) meets any and all of the
independent 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 accountant prior to
their being rendered. The Board of Directors also receives a report from its
Audit Committee relating to all services after they have been performed by the
Fund's independent accountants.
Vote Required
The affirmative vote of at least a majority of the shares present at the
meeting, in person or by proxy and entitled to vote thereupon, is required for
ratification.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 7.
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 questions as to an adjournment of the Meeting, the persons named
in the enclosed Proxy will vote thereon according to their best judgment in the
interest of the Fund taking into account all relevant circumstances.
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SHAREHOLDERS' PROPOSALS
A shareholders' proposal intended to be presented at any meeting of the
shareholders of the Fund hereinafter called must be received by the Fund a
reasonable time before the Directors' solicitation relating thereto is made in
order to be included in the Fund's proxy statement and form of proxy relating to
that meeting. The mere submission of a proposal by a shareholder does not
guarantee that such proposal will be included in the proxy statement because
certain rules under the federal securities laws must be complied with before
inclusion of the proposal is required. If the Proposal No. 1 is approved and the
Fund is converted to open-end status, the Fund does not intend to hold annual
meetings of shareholders unless otherwise required by law.
S. JANE ROSE
Secretary
Dated: October , 1995
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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EXHIBIT A
THE GLOBAL TOTAL RETURN FUND, INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
ARTICLE I.
The name of the Corporation is The Global Total Return Fund, Inc.
ARTICLE II.
Purposes
The purpose for which the Corporation is formed is to act as an open-end
investment company of the management type registered as such with the Securities
and Exchange Commission pursuant to the Investment Company Act of 1940, as
amended (the Investment Company Act) and to exercise and generally to enjoy all
of the powers, rights and privileges granted to, or conferred upon, corporations
by the General Laws of the State of Maryland now or hereinafter in force.
ARTICLE III.
Address in Maryland
The post office address of the place at which the principal office of the
Corporation in the State of Maryland is located is c/o CT Corporation System, 32
South Street Baltimore, Maryland 21202.
The name of the Corporation's resident agent is The Corporation Trust
Incorporated, and its post office address is 32 South Street, Baltimore Maryland
21202. Said resident agent is a corporation of the State of Maryland.
ARTICLE IV.
Common Stock
Section 1. The total number of shares of capital stock which the Corporation
shall have authority to issue is 2,000,000,000 shares of the par value of $.01
per share and of the aggregate par value of $20,000,000 to be divided into three
classes, consisting of 1,000,000,000 shares of Class A Common Stock, 500,000,000
shares of Class B Common Stock and 500,000,000 shares of Class C Common Stock.
The shares of Common Stock issued and outstanding will be reclassified Class A
Common Stock. The shares of Common Stock issued and outstanding on the date
Class B and Class C shares are first issued will be reclassified Class A Common
Stock.
(a) Each share of Class A, Class B and Class C Common Stock of the
Corporation shall represent the same interest in the Corporation and have
identical
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voting, dividend, liquidation and other rights, except that (i) expenses
related to the distribution of a class of shares shall be borne solely by
such class; (ii) the bearing of any such expenses solely by shares of a
class shall be appropriately reflected (in the manner determined by the
Board of Directors) in the net asset value, dividends, distribution and
liquidation rights of the shares of such class; (iii) the Class A Common
Stock shall be subject to a front-end sales load and a Rule 12b-1
distribution fee as determined by the Board of Directors from time to time;
(iv) the Class B Common Stock shall be subject to a contingent deferred
sales charge and a Rule 12b-1 distribution fee as determined by the Board of
Directors from time to time; and (v) the Class C Common Stock shall be
subject to a contingent deferred sales charge and a Rule 12b-1 distribution
fee as determined by the Board of Directors from time to time. All shares of
a particular class shall represent an equal proportionate interest in that
class, and each share of any particular class shall be equal to each other
share of that class.
(b) Each share of the Class B Common Stock of the Corporation shall be
converted automatically, and without any action or choice on the part of the
holder thereof, into shares (including fractions thereof) of the Class A
Common Stock of the Corporation (computed in the manner hereinafter
described), at the applicable net asset value of each Class, at the time of
the calculation of the net asset value of such Class B Common Stock at such
times, which may vary between shares originally issued for cash and shares
purchased through the automatic reinvestment of dividends and distributions
with respect to Class B Common Stock (each a Conversion Date), determined by
the Board of Directors in accordance with applicable laws, rules,
regulations and interpretations of the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc. and pursuant to
such procedures as may be established from time to time by the Board of
Directors and disclosed in the Corporation's then current prospectus for
such Class A and Class B Common Stock.
(c) The number of shares of the Class A Common Stock of the Corporation
into which a share of the Class B Common Stock is converted pursuant to
Paragraph (1)(b) hereof shall equal the number (including for this purpose
fractions of a share) obtained by dividing the net asset value per share of
the Class B Common Stock for purposes of sales and redemptions thereof at
the time of the calculation of the net asset value on the Conversion Date by
the net asset value per share of the Class A Common Stock for purposes of
sales and redemptions thereof at the time of the calculation of the net
asset value on the Conversion Date.
(d) On the Conversion Date, the shares of the Class B Common Stock of
the Corporation converted into shares of the Class A Common Stock will cease
to accrue dividends and will no longer be outstanding and the rights of the
holders thereof will cease (except the right to receive declared but unpaid
dividends to the Conversion Date).
(e) The Board of Directors shall have full power and authority to adopt
such other terms and conditions concerning the conversion of shares of the
Class B
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Common Stock to shares of the Class A Common Stock as they deem appropriate;
provided such terms and conditions are not inconsistent with the terms
contained in this Section 1 and subject to any restrictions or requirements
under the Investment Company Act of 1940 and the rules, regulations and
interpretations thereof promulgated or issued by the Securities and Exchange
Commission, and conditions or limitations contained in an order issued by
the Securities and Exchange Commission applicable to the Corporation, or any
restrictions or requirements under the Internal Revenue Code of 1986, as
amended, and the rules, regulations and interpretations promulgated or
issued thereunder.
Section 2. The Board of Directors may, in its discretion, classify and
reclassify any unissued shares of the capital stock of the Corporation into one
or more additional or other classes or series by setting or changing in any one
or more respects the designations, conversion or other rights, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
of such shares and pursuant to such classification or reclassification to
increase or decrease the number of authorized shares of any existing class or
series. If designated by the Board of Directors, particular classes or series of
capital stock may relate to separate portfolios of investments.
Section 3. Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, the holders of each class and series of capital stock of the
Corporation shall be entitled to dividends and distributions in such amounts and
at such times as may be determined by the Board of Directors, and the dividends
and distributions paid with respect to the various classes or series of capital
stock may vary among such classes or series. Expenses related to the
distribution of, and other identified expenses that should properly be allocated
to, the shares of a particular class or series of capital stock may be charged
to and borne solely by such class or series and the bearing of expenses solely
by a class or series may be appropriately reflected (in a manner determined by
the Board of Directors) and cause differences in the net asset value
attributable to, and the dividend, redemption and liquidation rights of, the
shares of each such class or series of capital stock.
Section 4. Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, on each matter submitted to a vote of stockholders, each
holder of a share of capital stock of the Corporation shall be entitled to one
vote for each share standing in such holder's name on the books of the
Corporation, irrespective of the class or series thereof, and all shares of all
classes and series shall vote together as a single class; provided, however,
that (a) as to any matter with respect to which a separate vote of any class or
series is required by the Investment Company Act of 1940, as amended, and in
effect from time to time, or any rules, regulations or orders issued thereunder,
or by the Maryland General Corporation Law, such requirement as to a separate
vote by that class or series shall apply in lieu of a general vote of all
classes and series as described above; (b) in the event that the separate vote
requirements referred to in (a) above apply with respect to one or more classes
or series, then subject to paragraph (c) below, the shares of all other classes
and series not entitled to a separate vote shall vote together as a single
class; and (c) as to any matter which in the judgment of the Board of Directors
(which shall be conclusive) does not
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affect the interest of a particular class or series, such class or series shall
not be entitled to any vote and only the holders of shares of the one or more
affected classes and series shall be entitled to vote.
Section 5. Unless otherwise expressly provided in the charter of the
Corporation, including any Articles Supplementary creating any class or series
of capital stock, in the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, holders of shares of capital
stock of the Corporation shall be entitled, after payment or provision for
payment of the debts and other liabilities of the Corporation (as such
liabilities may affect one or more of the classes of shares of capital stock of
the Corporation), to share ratably in the remaining net assets of the
Corporation; provided, however, that in the event the capital stock of the
Corporation shall be classified or reclassified into series, holders of any
shares of capital stock within such series shall be entitled to share ratably
out of assets belonging to such series pursuant to the provisions of Section
7(c) of this Article IV.
Section 6. Each share of any class of the capital stock of the Corporation,
and in the event the capital stock of the Corporation shall be classified or
reclassified into series, each share of any class of capital stock of the
Corporation within such series shall be subject to the following provisions:
(a) The net asset value of each outstanding share of capital stock of
the Corporation (or of a class or series, in the event the capital stock of
the Corporation shall be so classified or reclassified into series), subject
to subsection (b) of this Section 6, shall be the quotient obtained by
dividing the value of the net assets of the Corporation (or the net assets
of the Corporation attributable or belonging to that class or series as
designated by the Board of Directors pursuant to Articles Supplementary) by
the total number of outstanding shares of capital stock of the Corporation
(or of such class or series, in the event the capital stock of the
Corporation shall be classified or reclassified into series). Subject to
subsection (b) of this Section 6, the value of the net assets of the
Corporation (or of such class or series, in the event the capital stock of
the Corporation shall be classified or reclassified into series) shall be
determined pursuant to the procedures or methods (which procedures or
methods, in the event the capital stock of the Corporation shall be
classified or reclassified into series, may differ from class to class or
from series to series) prescribed or approved by the Board of Directors in
its discretion, and shall be determined at the time or times (which time or
times may, in the event the capital stock of the Corporation shall be
classified into classes or series, differ from series to series) prescribed
or approved by the Board of Directors in its discretion. In addition,
subject to subsection (b) of this Section 6, the Board of Directors, in its
discretion, may suspend the daily determination of net asset value of any
share of any series or class of capital stock of the Corporation.
(b) The net asset value of each share of the capital stock of the
Corporation or any class or series thereof shall be determined in accordance
with any applicable provision of the Investment Company Act, any applicable
rule, regulation or order of the Securities and Exchange Commission
thereunder, and any applicable rule or
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regulation made or adopted by any securities association registered under
the Securities Exchange Act of 1934.
(c) All shares now or hereafter authorized shall be subject to
redemption and redeemable at the option of the stockholder pursuant to the
applicable provisions of the Investment Company Act and laws of the State of
Maryland, including any applicable rules and regulations thereunder. Each
holder of a share of any class or series, upon request to the Corporation
(if such holder's shares are certificated, such request being accompanied by
surrender of the appropriate stock certificate or certificates in proper
form for transfer), shall be entitled to require the Corporation to redeem
all or any part of such shares outstanding in the name of such holder on the
books of the Corporation (or as represented by share certificates
surrendered to the Corporation by such redeeming holder) at a redemption
price per share determined in accordance with subsection (a) of this Section
6.
(d) Notwithstanding subsection (c) of this Section 6, the Board of
Directors of the Corporation may suspend the right of the holders of shares
of any or all classes or series of capital stock to require the Corporation
to redeem such shares or may suspend any purchase of such shares:
(i) for any period (A) during which the New York Stock Exchange is
closed, other than customary weekend and holiday closings, or (B) during
which trading on the New York Stock Exchange is restricted;
(ii) for any period during which an emergency, as defined by the
rules of the Securities and Exchange Commission or any successor
thereto, exists as a result of which (A) disposal by the Corporation of
securities owned by it and belonging to the affected series of capital
stock (or the Corporation, if the shares of capital stock of the
Corporation have not been classified or reclassified into series) is not
reasonably practicable, or (B) it is not reasonably practicable for the
Corporation fairly to determine the value of the net assets of the
affected series of capital stock; or
(iii) for such other periods as the Securities and Exchange
Commission or any successor thereto may by order permit for the
protection of the holders of shares of capital stock of the Corporation.
(e) All shares of the capital stock of the Corporation now or hereafter
authorized shall be subject to redemption and redeemable at the option of
the Corporation. The Board of Directors may by resolution from time to time
authorize the Corporation to require the redemption of all or any part of
the outstanding shares of any class or series upon the sending of written
notice thereof to each holder whose shares are to be redeemed and upon such
terms and conditions as the Board of Directors, in its discretion, shall
deem advisable, out of funds legally available therefor, at the net asset
value per share of that class or series determined in accordance with
subsections (a) and (b) of this Section 6 and take all other steps deemed
necessary or advisable in connection therewith.
(f) The Board of Directors may by resolution from time to time authorize
the purchase by the Corporation, either directly or through an agent, of
shares of any class or
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series of the capital stock of the Corporation upon such terms and
conditions and for such consideration as the Board of Directors, in its
discretion, shall deem advisable out of funds legally available therefor at
prices per share not in excess of the net asset value per share of that
class or series determined in accordance with subsections (a) and (b) of
this Section 6 and to take all other steps deemed necessary or advisable in
connection therewith.
(g) Except as otherwise permitted by the Investment Company Act, payment
of the redemption price of shares of any class or series of the capital
stock of the Corporation surrendered to the Corporation for redemption
pursuant to the provisions of subsection (c) of this Section 6 or for
purchase by the Corporation pursuant to the provisions of subsection (e) or
(f) of this Section 6 shall be made by the Corporation within seven days
after surrender of such shares to the Corporation for such purpose. Any such
payment may be made in whole or in part in portfolio securities or in cash,
as the Board of Directors, in its discretion, shall deem advisable, and no
stockholder shall have the right, other than as determined by the Board of
Directors, to have his or her shares redeemed in portfolio securities.
(h) In the absence of any specification as to the purposes for which
shares are redeemed or repurchased by the Corporation, all shares so
redeemed or repurchased shall be deemed to be acquired for retirement in the
sense contemplated by the laws of the State of Maryland. Shares of any class
or series retired by repurchase or redemption shall thereafter have the
status of authorized but unissued shares of such class or series.
Section 7. In the event the Board of Directors shall authorize the
classification or reclassification of shares into classes or series, the Board
of Directors may (but shall not be obligated to) provide that each class or
series shall have the following powers, preferences and voting or other special
rights, and the qualifications, restrictions and limitations thereof shall be as
follows:
(a) All consideration received by the Corporation for the issue or sale
of shares of capital stock of each series, together with all income,
earnings, profits, and proceeds received thereon, including any proceeds
derived from the sale, exchange or liquidation thereof, and any funds or
payments derived from any reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to the series with respect to which
such assets, payments or funds were received by the Corporation for all
purposes, subject only to the rights of creditors, and shall be so handled
upon the books of account of the Corporation. Such assets, payments and
funds, including any proceeds derived from the sale, exchange or liquidation
thereof, and any assets derived from any reinvestment of such proceeds in
whatever form the same may be, are herein referred to as "assets belonging
to" such series.
(b) The Board of Directors may from time to time declare and pay
dividends or distributions, in additional shares of capital stock of such
series or in cash, on any or all series of capital stock, the amount of such
dividends and the means of payment being wholly in the discretion of the
Board of Directors.
(i) Dividends or distributions on shares of any series shall be paid
only out of earned surplus or other lawfully available assets belonging
to such series.
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(ii) Inasmuch as one goal of the Corporation is to qualify as a
"regulated investment company" under the Internal Revenue Code of 1986,
as amended, or any successor or comparable statute thereto, and
Regulations promulgated thereunder, and inasmuch as the computation of
net income and gains for federal income tax purposes may vary from the
computation thereof on the books of the Corporation, the Board of
Directors shall have the power, in its discretion, to distribute in any
fiscal year as dividends, including dividends designated in whole or in
part as capital gains distributions, amounts sufficient, in the opinion
of the Board of Directors, to enable the Corporation to qualify as a
regulated investment company and to avoid liability for the Corporation
for federal income tax in respect of that year. In furtherance, and not
in limitation of the foregoing, in the event that a series has a net
capital loss for a fiscal year, and to the extent that the net capital
loss offsets net capital gains from such series, the amount to be deemed
available for distribution to that series with the net capital gain may
be reduced by the amount offset.
(c) In the event of the liquidation or dissolution of the Corporation,
holders of shares of capital stock of each series shall be entitled to
receive, as a series, out of the assets of the Corporation available for
distribution to such holders, but other than general assets not belonging to
any particular series, the assets belonging to such series; and the assets
so distributable to the holders of shares of capital stock of any series
shall be distributed, subject to the provisions of subsection (d) of this
Section 7, among such stockholders in proportion to the number of shares of
such series held by them and recorded on the books of the Corporation. In
the event that there are any general assets not belonging to any particular
series and available for distribution, such distribution shall be made to
the holders of all series in proportion to the net asset value of the
respective series determined in accordance with the charter of the
Corporation.
(d) The assets belonging to any series shall be charged with the
liabilities in respect to such series, and shall also be charged with its
share of the general liabilities of the Corporation, in proportion to the
asset value of the respective series determined in accordance with the
charter of the Corporation. The determination of the Board of Directors
shall be conclusive as to the amount of liabilities, including accrued
expenses and reserves, as to the allocation of the same as to a given
series, and as to whether the same or general assets of the Corporation are
allocable to one or more classes.
Section 8. Any fractional shares shall carry proportionately all the rights
of a whole share, excepting any right to receive a certificate evidencing such
fractional share, but including, without limitation, the right to vote and the
right to receive dividends.
Section 9. No holder of shares of Common Stock of the Corporation shall, as
such holder, have any pre-emptive right to purchase or subscribe for any shares
of the Common Stock of the Corporation of any class or series which it may issue
or sell (whether out of the number of shares authorized by the Articles of
Incorporation, or out of any shares of the Common Stock of the Corporation
acquired by it after the issue thereof, or otherwise).
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Section 10. All persons who shall acquire any shares of capital stock of the
Corporation shall acquire the same subject to the provisions of the charter and
By-Laws of the Corporation.
Section 11. Notwithstanding any provisions of law requiring action to be
taken or authorized by the affirmative vote of the holders of a designated
proportion greater than a majority of the outstanding shares of all classes or
of the outstanding shares of a particular class or classes, as the case may be,
such action shall be valid and effective if taken or authorized by the
affirmative vote of the holders of a majority of the total number of shares of
all classes or series or of the total number of shares of such class or classes
or series, as the case may be, outstanding and entitled to vote thereupon
pursuant to the provisions of these Articles of Incorporation.
ARTICLE V.
Directors
The By-Laws of the Corporation may fix the number of directors at no less
than three and may authorize the Board of Directors, by the vote of a majority
of the entire Board of Directors, to increase or decrease the number of
directors within a limit specified in the By-Laws (provided that, if there are
no shares outstanding, the number of directors may be less than three but not
less than one), and to fill the vacancies created by any such increase in the
number of directors. Unless otherwise provided by the By-Laws of the
Corporation, the directors of the Corporation need not be stockholders.
The By-Laws of the Corporation may divide the directors of the Corporation
into classes and prescribe the tenure of office of the several classes; but no
class shall be elected for a period shorter than one year or for a period longer
than five years, and the term of office of at least one class shall expire each
year.
ARTICLE VI.
Indemnification of Directors and Officers
Section 1. The Corporation shall indemnify to the fullest extent permitted
by law (including the Investment Company Act, as currently in effect or as the
same may hereafter be amended, any person made or threatened to be made a party
to any action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a director or officer of the Corporation or serves or
served at the request of the Corporation any other enterprise as a director or
officer. To the fullest extent permitted by law (including the Investment
Company Act), as currently in effect or as the same may hereafter be amended,
expenses incurred by any such person in defending any such action, suit or
proceeding shall be paid or reimbursed by the Corporation promptly upon receipt
by it of an undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation. The rights provided to any person by this Article VI shall be
enforceable against the Corporation by such person who shall be
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presumed to have relied upon it in serving or continuing to serve as a director
or officer as provided above. No amendment of this Article VI shall impair the
rights of any person arising at any time with respect to events occurring prior
to such amendment. For purposes of this Article VI, the term "Corporation" shall
include any predecessor of the Corporation and any constituent corporation
(including any constituent of a constituent) absorbed by the Corporation in a
consolidation or merger; the term "other enterprise" shall include any
corporation, partnership, joint venture, trust or employee benefit plan; service
"at the request of the Corporation" shall include service as a director or
officer of the Corporation which imposes duties on, or involves services by,
such director or officer with respect to an employee benefit plan, its
participants or beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be indemnifiable
expenses; and action by a person with respect to any employee benefit plan which
such person reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not opposed to the best
interests of the Corporation.
Section 2. A director or officer of the Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director or officer, except to the extent such exemption from
liability or limitation thereof is not permitted by law (including the
Investment Company Act of 1940) as currently in effect or as the same may
hereafter be amended.
No amendment modification or repeal of this Article VI shall adversely
affect any right or protection of a director or officer that exists at the time
of such amendment, modification or repeal.
ARTICLE VII.
Miscellaneous
The following provisions are inserted for the management of the business and
for the conduct of the affairs of the Corporation, and for creating, defining,
limiting and regulating the powers of the Corporation, the directors and the
stockholders.
Section 1. The Board of Directors shall have the management and control of
the property, business and affairs of the Corporation and is hereby vested with
all the powers possessed by the Corporation itself so far as is not inconsistent
with law or these Articles of Incorporation. In furtherance and without
limitation of the foregoing provisions, it is expressly declared that, subject
to these Articles of Incorporation, the Board of Directors shall have power:
(a) To make, alter, amend or repeal from time to time the By-Laws of the
Corporation except as such power may otherwise be limited in the By-Laws.
(b) To issue shares of any class or series of the capital stock of the
Corporation.
(c) To authorize the purchase of shares of any class or series in the
open market or otherwise, at prices not in excess of their net asset value
for shares of that class, series or class within such series determined in
accordance with subsections (a) and
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(b) of Section 6 of Article IV hereof, provided that the Corporation has
assets legally available for such purpose, and to pay for such shares in
cash, securities or other assets then held or owned by the Corporation.
(d) To declare and pay dividends and distributions from funds legally
available therefor on shares of such class or series, in such amounts, if
any, and in such manner (including declaration by means of a formula or
other similar method of determination whether or not the amount of the
dividend or distribution so declared can be calculated at the time of such
declaration) and to the holders of record as of such date, as the Board of
Directors may determine.
(e) To take any and all action necessary or appropriate to maintain a
constant net asset value per share for shares of any class, series or class
within such series.
Section 2. Any determination made in good faith and, so far as accounting
matters are involved, in accordance with generally accepted accounting
principles applied by or pursuant to the direction of the Board of Directors or
as otherwise required or permitted by the Securities and Exchange Commission,
shall be final and conclusive, and shall be binding upon the Corporation and all
holders of shares, past, present and future, of each class or series, and shares
are issued and sold on the condition and undertaking, evidenced by acceptance of
certificates for such shares by, or confirmation of such shares being held for
the account of, any stockholder, that any and all such determinations shall be
binding as aforesaid.
Nothing in this Section 2 shall be construed to protect any director or
officer of the Corporation against liability to the Corporation or its
stockholders to which such director or officer would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.
Section 3. The directors of the Corporation may receive compensation for
their services, subject, however, to such limitations with respect thereto as
may be determined from time to time by the holders of shares of capital stock of
the Corporation.
Section 4. Except as required by law, the holders of shares of capital stock
of the Corporation shall have only such right to inspect the records, documents,
accounts and books of the Corporation as may be granted by the Board of
Directors of the Corporation.
Section 5. Any vote of the holders of shares of capital stock of the
Corporation authorizing liquidation of the Corporation or proceedings for its
dissolution may authorize the Board of Directors to determine, as provided
herein, or if provision is not made herein, in accordance with generally
accepted accounting principles, which assets are the assets belonging to the
Corporation or any series thereof available for distribution to the holders of
shares of capital stock of the Corporation or any series thereof (pursuant to
the provisions of Section 7 of Article IV hereof) and may divide, or authorize
the Board of Directors to divide, such assets among the stockholders of the
shares of capital stock of the Corporation or any series thereof in such manner
as to ensure that each such holder receives an amount from the proceeds of such
liquidation or dissolution that such holder is entitled to, as determined
pursuant to the provisions of Sections 3 and 7 of Article IV hereof.
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ARTICLE VIII.
Amendments
The Corporation reserves the right from time to time to amend, alter or
repeal any of the provisions of these Articles of Incorporation (including any
amendment that changes the terms of any of the outstanding shares by
classification, reclassification or otherwise), and to add or insert any other
provisions that may, under the statutes of the State of Maryland at the time in
force, be lawfully contained in articles of incorporation, and all rights at any
time conferred upon the stockholders of the Corporation by these Articles of
Incorporation are subject to the provisions of this Article VIII.
IN WITNESS WHEREOF, THE GLOBAL TOTAL RETURN FUND, INC. has caused these
presents to be signed in its name and on its behalf by its President and
attested by its Secretary on , 1995.
THE GLOBAL TOTAL RETURN FUND, INC.
By________________________________
Richard A. Redeker
President
Attest:_________________________
S. Jane Rose
Secretary
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EXHIBT B
THE GLOBAL TOTAL RETURN FUND, INC.
MANAGEMENT AGREEMENT
Agreement made this --- day of -------, 1995 between The Global Total Return
Fund, Inc., a Maryland corporation (the Fund), and Prudential Mutual Fund
Management, Inc., a Delaware corporation (the Manager).
W I T N E S S E T H
WHEREAS, the Fund is a non-diversified, open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
1940 Act); and
WHEREAS, the Fund desires to retain the Manager to render or contract to
obtain as hereinafter provided investment advisory services to the Fund and the
Fund also desires to avail itself of the facilities available to the Manager
with respect to the administration of its day to day corporate affairs, and the
Manager is willing to render such investment advisory and administrative
services;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Manager to act as manager of the Fund and
administrator of its corporate affairs for the period and on the terms set forth
in this Agreement. The Manager accepts such appointment and agrees to render the
services herein described, for the compensation herein provided. The Manager is
authorized to enter into an agreement with The Prudential Investment Corporation
(PIC or the Subadviser) pursuant to which PIC shall furnish to the Fund the
investment advisory services in connection with the management of the Fund (the
Subadvisory Agreement). The Manager will continue to have responsibility for all
investment advisory services furnished pursuant to the Subadvisory Agreement.
2. Subject to the supervision of the Board of Directors of the Fund, the
Manager shall administer the Fund's corporate affairs and, in connection
therewith, shall furnish the Fund with office facilities and with clerical,
bookkeeping and recordkeeping services at such office facilities and, subject to
Section 1 hereof and the Subadvisory Agreement, the Manager shall manage the
investment operations of the Fund and the composition of the Fund's portfolio,
including the purchase, retention and disposition thereof, in accordance with
the Fund's investment objectives, policies and restrictions as stated in the
Prospectus (hereinafter defined) and subject to the following understandings:
(a) The Manager shall provide supervision of the Fund's investments and
determine from time to time what investments or securities will be
purchased, retained, sold or loaned by the Fund, and what portion of the
assets will be invested or held uninvested as cash.
(b) The Manager, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Articles of Incorporation,
By-Laws and
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Prospectus (hereinafter defined) of the Fund and with the instructions and
directions of the Board of Directors of the Fund and will conform to and
comply with the requirements of the 1940 Act and all other applicable
federal and state laws and regulations.
(c) The Manager shall determine the securities and futures contracts to
be purchased or sold by the Fund and will place orders pursuant to its
determinations with or through such persons, brokers, dealers or futures
commission merchants (including but not limited to Prudential Securities
Incorporated) in conformity with the policy with respect to brokerage as set
forth in the Fund's Registration Statement and Prospectus (hereinafter
defined) or as the Board of Directors may direct from time to time. In
providing the Fund with investment supervision, it is recognized that the
Manager will give primary consideration to securing the most favorable price
and efficient execution. Consistent with this policy, the Manager may
consider the financial responsibility, research and investment information
and other services provided by brokers, dealers or futures commission
merchants who may effect or be a party to any such transaction or other
transactions to which other clients of the Manager may be a party. It is
understood that Prudential Securities Incorporated may be used as a broker
for securities transactions but that no formula has been adopted for
allocation of the Fund's investment transaction business. It is also
understood that it is desirable for the Fund that the Manager have access to
supplemental investment and market research and security and economic
analysis provided by brokers or futures commission merchants and that such
brokers may execute brokerage transactions at a higher cost to the Fund than
may result when allocating brokerage to other brokers or futures commission
merchants on the basis of seeking the most favorable price and efficient
execution. Therefore, the Manager is authorized to pay higher brokerage
commissions for the purchase and sale of securities and futures contracts
for the Fund to brokers or futures commission merchants who provide such
research and analysis, subject to review by the Fund's Board of Directors
from time to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such broker or
futures commission merchant may be useful to the Manager in connection with
its services to other clients.
On occasions when the Manager deems the purchase or sale of a security
or a futures contract to be in the best interest of the Fund as well as
other clients of the Manager or the Subadviser, the Manager, to the extent
permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities or futures contracts to be so sold
or purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the
securities or futures contracts so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Manager in the
manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other clients.
(d) The Manager shall maintain all books and records with respect to the
Fund's portfolio transactions and shall render to the Fund's Board of
Directors such periodic and special reports as the Board may reasonably
request.
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(e) The Manager shall be responsible for the financial and accounting
records to be maintained by the Fund (including those being maintained by
the Fund's Custodian).
(f) The Manager shall provide the Fund's Custodian on each business day
with information relating to all transactions concerning the Fund's assets.
(g) The investment management services of the Manager to the Fund under
this Agreement are not to be deemed exclusive, and the Manager shall be free
to render similar services to others.
3. The Fund has delivered to the Manager copies of each of the following
documents and will deliver to it all future amendments and supplements, if any:
(a) Articles of Incorporation of the Fund, as filed with the Secretary
of State of Maryland (such Articles of Incorporation, as in effect on the
date hereof and as amended from time to time, are herein called the
"Articles of Incorporation");
(b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof
and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Board of Directors of the Fund
authorizing the appointment of the Manager and approving the form of this
agreement;
(d) Registration Statement under the 1940 Act and the Securities Act of
1933, as amended, on Form N-1A (the Registration Statement), as filed with
the Securities and Exchange Commission (the Commission) relating to the Fund
and shares of the Fund's Common Stock and all amendments thereto;
(e) Notification of Registration of the Fund under the 1940 Act on Form
N-8A as filed with the Commission and all amendments thereto; and
(f) Prospectus of the Fund (such Prospectus and Statement of Additional
Information, as currently in effect and as amended or supplemented from time
to time, being herein called the "Prospectus").
4. The Manager shall authorize and permit any of its directors, officers and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected. All services to be furnished by the
Manager under this Agreement may be furnished through the medium of any such
directors, officers or employees of the Manager.
5. The Manager shall keep the Fund's books and records required to be
maintained by it pursuant to paragraph 2 hereof. The Manager agrees that all
records which it maintains for the Fund are the property of the Fund and it will
surrender promptly to the Fund any such records upon the Fund's request,
provided however that the Manager may retain a copy of such records. The Manager
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any such records as are required to be maintained by the Manager
pursuant to Paragraph 2 hereof.
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6. During the term of this Agreement, the Manager shall pay the following
expenses:
(i) the salaries and expenses of all personnel of the Fund and the
Manager except the fees and expenses of directors who are not affiliated
persons of the Manager or the Fund's investment adviser,
(ii) all expenses incurred by the Manager or by the Fund in connection
with managing the ordinary course of the Fund's business other than those
assumed by the Fund herein, and
(iii) the costs and expenses payable to PIC pursuant to the Subadvisory
Agreement.
The Fund assumes and will pay the expenses described below:
(a) the fees and expenses incurred by the Fund in connection with the
management of the investment and reinvestment of the Fund's assets,
(b) the fees and expenses of directors who are not affiliated persons of
the Manager or the Fund's investment adviser,
(c) the fees and expenses of the Custodian that relate to (i) the
custodial function and the recordkeeping connected therewith, (ii) preparing
and maintaining the general accounting records of the Fund and the providing
of any such records to the Manager useful to the Manager in connection with
the Manager's responsibility for the accounting records of the Fund pursuant
to Section 31 of the 1940 Act and the rules promulgated thereunder, (iii)
the pricing of the shares of the Fund, including the cost of any pricing
service or services which may be retained pursuant to the authorization of
the Board of Directors of the Fund, and (iv) for both mail and wire orders,
the cashiering function in connection with the issuance and redemption of
the Fund's securities,
(d) the fees and expenses of the Fund's Transfer and Dividend Disbursing
Agent, which may be the Custodian, that relate to the maintenance of each
shareholder account,
(e) the charges and expenses of legal counsel and independent
accountants for the Fund,
(f) brokers' commissions and any issue or transfer taxes chargeable to
the Fund in connection with its securities and futures transactions,
(g) all taxes and corporate fees payable by the Fund to federal, state
or other governmental agencies,
(h) the fees of any trade associations of which the Fund may be a
member,
(i) the cost of stock certificates representing, and/or non-negotiable
share deposit receipts evidencing, shares of the Fund,
(j) the cost of fidelity, directors and officers and errors and
omissions insurance,
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(k) the fees and expenses involved in registering and maintaining
registration of the Fund and of its shares with the Securities and Exchange
Commission, registering the Fund as a broker or dealer and qualifying its
shares under state securities laws, including the preparation and printing
of the Fund's registration statements, prospectuses and statements of
additional information for filing under federal and state securities laws
for such purposes,
(l) allocable communications expenses with respect to investor services
and all expenses of shareholders' and directors' meetings and of preparing,
printing and mailing reports to shareholders in the amount necessary for
distribution to the shareholders,
(m) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Fund's business, and
(n) any expenses assumed by the Fund pursuant to a Plan of Distribution
adopted in conformity with Rule 12b-1 under the 1940 Act.
7. In the event the expenses of the Fund for any fiscal year (including the
fees payable to the Manager but excluding interest, taxes, brokerage
commissions, distribution fees and litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the Fund's
business) exceed the lowest applicable annual expense limitation established and
enforced pursuant to the statute or regulations of any jurisdictions in which
shares of the Fund are then qualified for offer and sale, the compensation due
the Manager will be reduced by the amount of such excess, or, if such reduction
exceeds the compensation payable to the Manager, the Manager will pay to the
Fund the amount of such reduction which exceeds the amount of such compensation.
8. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to the Manager as full compensation therefor a fee
at an annual rate of .75 of 1% of the Fund's average daily net assets up to $500
million, .70 of such assets between $500 million and $1 billion and .65 of 1% of
the Fund's average net assets in excess of $1 billion. This fee will be computed
daily and will be paid to the Manager monthly. Any reduction in the fee payable
and any payment by the Manager to the Fund pursuant to paragraph 7 shall be made
monthly. Any such reductions or payments are subject to readjustment during the
year.
9. The Manager shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
10. This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the 1940 Act;
provided, however, that this
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Agreement may be terminated by the Fund at any time, without the payment of any
penalty, by the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund, or by
the Manager at any time, without the payment of any penalty, on not more than 60
days' nor less than 30 days' written notice to the other party. This Agreement
shall terminate automatically in the event of its assignment (as defined in the
1940 Act).
11. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager who may also be a director, officer
or employee of the Fund to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any business,
whether of a similar or dissimilar nature, nor limit or restrict the right of
the Manager to engage in any other business or to render services of any kind to
any other corporation, firm, individual or association.
12. Except as otherwise provided herein or authorized by the Board of
Directors of the Fund from time to time, the Manager shall for all purposes
herein be deemed to be an independent contractor and shall have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
13. During the term of this Agreement, the Fund agrees to furnish the
Manager at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature, or other material prepared for distribution to
shareholders of the Fund or the public, which refer in any way to the Manager,
prior to use thereof and not to use such material if the Manager reasonably
objects in writing within five business days (or such other time as may be
mutually agreed) after receipt thereof. In the event of termination of this
Agreement, the Fund will continue to furnish to the Manager copies of any of the
above mentioned materials which refer in any way to the Manager. Sales
literature may be furnished to the Manager hereunder by first-class or overnight
mail, facsimile transmission equipment or hand delivery. The Fund shall furnish
or otherwise make available to the Manager such other information relating to
the business affairs of the Fund as the Manager at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.
14. This Agreement may be amended by mutual consent, but the consent of the
Fund must be obtained in conformity with the requirements of the 1940 Act.
15. Any notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid, (1) to the Manager at One Seaport Plaza, New York, N.Y. 10292,
Attention: Secretary; or (2) to the Fund at One Seaport Plaza, New York, N.Y.
10292, Attention: President.
16. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE GLOBAL TOTAL RETURN FUND, INC.
By________________________________
Robert F. Gunia
Vice President
PRUDENTIAL MUTUAL FUND
MANAGEMENT, INC.
By________________________________
Richard A. Redeker
President
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EXHIBIT C
THE GLOBAL TOTAL RETURN FUND, INC.
SUBADVISORY AGREEMENT
Agreement made as of this th day of , 1995 between Prudential Mutual Fund
Management Inc., a Delaware Corporation (PMF or the Manager), and The Prudential
Investment Corporation, a New Jersey Corporation (the Subadviser).
WHEREAS, the Manager has entered into a Management Agreement, dated , 1995
(the Management Agreement), with The Global Total Return Fund, Inc. (the Fund),
a Maryland corporation and a non-diversified open-end management investment
company registered under the Investment Company Act of 1940 (the 1940 Act),
pursuant to which PMF will act as Manager of the Fund.
WHEREAS, PMF desires to retain the Subadviser to provide investment advisory
services to the Fund in connection with the management of the Fund and the
Subadviser is willing to render such investment advisory services.
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Manager and of the Board of
Directors of the Fund, the Subadviser shall manage the investment operations
of the Fund and the composition of the Fund's portfolio, including the
purchase, retention and disposition thereof, in accordance with the Fund's
investment objectives, policies and restrictions as stated in the
Prospectus, (such Prospectus and Statement of Additional Information as
currently in effect and as amended or supplemented from time to time, being
herein called the "Prospectus"), and subject to the following
understandings:
(i) The Subadviser shall provide supervision of the Fund's
investments and determine from time to time what investments and
securities will be purchased, retained, sold or loaned by the Fund, and
what portion of the assets will be invested or held uninvested as cash.
(ii) In the performance of its duties and obligations under this
Agreement, the Subadviser shall act in conformity with the Articles of
Incorporation, By-Laws and Prospectus of the Fund and with the
instructions and directions of the Manager and of the Board of Directors
of the Fund and will conform to and comply with the requirements of the
1940 Act, the Internal Revenue Code of 1986 and all other applicable
federal and state laws and regulations.
(iii) The Subadviser shall determine the securities and futures
contracts to be purchased or sold by the Fund and will place orders with
or through such persons, brokers, dealers or futures commission
merchants (including but not limited to Prudential Securities
Incorporated) to carry out the policy with respect to brokerage as set
forth in the Fund's Registration Statement and Prospectus or as the
Board of Directors may direct from time to time. In providing the Fund
with investment supervision, it is recognized that the
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Subadviser will give primary consideration to securing the most
favorable price and efficient execution. Within the framework of this
policy, the Subadviser may consider the financial responsibility,
research and investment information and other services provided by
brokers, dealers or futures commission merchants who may effect or be a
party to any such transaction or other transactions to which the
Subadviser's other clients may be a party. It is understood that
Prudential Securities Incorporated may be used as a broker for
securities transactions but that no formula has been adopted for
allocation of the Fund's investment transaction business. It is also
understood that it is desirable for the Fund that the Subadviser have
access to supplemental investment and market research and security and
economic analysis provided by brokers or futures commission merchants
who may execute brokerage transactions at a higher cost to the Fund than
may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, the
Subadviser is authorized to place orders for the purchase and sale of
securities and futures contracts for the Fund with such brokers or
futures commission merchants, subject to review by the Fund's Board of
Directors from time to time with respect to the extent and continuation
of this practice. It is understood that the services provided by such
brokers or futures commission merchants may be useful to the Subadviser
in connection with the Subadviser's services to other clients.
On occasions when the Subadviser deems the purchase or sale of a
security or futures contract to be in the best interest of the Fund as
well as other clients of the Subadviser, the Subadviser, to the extent
permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities or futures contracts to be sold
or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event, allocation
of the securities or futures contracts so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the Subadviser
in the manner the Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other
clients. (iv) The Subadviser shall maintain all books and records with
respect to the Fund's portfolio transactions required by subparagraphs
(b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1
under the 1940 Act and shall render to the Fund's Board of Directors
such periodic and special reports as the Directors may reasonably
request.
(v) The Subadviser shall provide the Fund's Custodian on each
business day with information relating to all transactions concerning
the Fund's assets and shall provide the Manager with such information
upon request of the Manager.
(vi) The investment management services provided by the Subadviser
hereunder are not to be deemed exclusive, and the Subadviser shall be
free to render similar services to others.
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<PAGE>
(b) The Subadviser shall authorize and permit any of its directors,
officers and employees who may be elected as directors or officers of the
Fund to serve in the capacities in which they are elected. Services to be
furnished by the Subadviser under this Agreement may be furnished through
the medium of any of such directors, officers or employees.
(c) The Subadviser shall keep the Fund's books and records required to
be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall
timely furnish to the Manager all information relating to the Subadviser's
services hereunder needed by the Manager to keep the other books and records
of the Fund required by Rule 31a-1 under the 1940 Act. The Subadviser agrees
that all records which it maintains for the Fund are the property of the
Fund and the Subadviser will surrender promptly to the Fund any of such
records upon the Fund's request, provided however that the Subadviser may
retain a copy of such records. The Subadviser further agrees to preserve for
the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act
any such records as are required to be maintained by it pursuant to
paragraph 1(a) hereof.
2. The Manager shall continue to have responsibility for all services to be
provided to the Fund pursuant to the Management Agreement and shall oversee and
review the Subadviser's performance of its duties under this Agreement.
3. The Manager shall reimburse the Subadviser for reasonable costs and
expenses incurred by the Subadviser determined in a manner acceptable to the
Manager in furnishing the services described in paragraph 1 hereof.
4. The Subadviser shall not be liable for any error of judgment or for any
loss suffered by the Fund or the Manager in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the Subadviser's part in the performance of its
duties or from its reckless disregard of its obligations and duties under this
Agreement.
5. This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the 1940 Act;
provided, however, that this Agreement may be terminated by the Fund at any
time, without the payment of any penalty, by the Board of Directors of the Fund
or by vote of a majority of the outstanding voting securities (as defined in the
1940 Act) of the Fund, or by the Manager or the Subadviser at any time, without
the payment of any penalty, on not more than 60 days' nor less than 30 days'
written notice to the other party. This Agreement shall terminate automatically
in the event of its assignment (as defined in the 1940 Act) or upon the
termination of the Management Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any of the
Subadviser's directors, officers, or employees who may also be a director,
officer or employee of the Fund to engage in any other business or to devote his
or her time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, nor limit or restrict the
Subadviser's right to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association.
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<PAGE>
7. During the term of this Agreement, the Manager agrees to furnish the
Subadviser at its principal office all prospectuses, proxy statements, reports
to stockholders, sales literature or other material prepared for distribution to
stockholders of the Fund or the public, which refer to the Subadviser in any
way, prior to use thereof and not to use material if the Subadviser reasonably
objects in writing five business days (or such other time as may be mutually
agreed) after receipt thereof. Sales literature may be furnished to the
Subadviser hereunder by first-class or overnight mail, facsimile transmission
equipment or hand delivery.
8. This Agreement may be amended by mutual consent, but the consent of the
Fund must be obtained in conformity with the requirements of the 1940 Act.
9. This Agreement shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
PRUDENTIAL MUTUAL FUND
MANAGEMENT, INC.
By__________________________________
Richard A. Redeker
President
THE PRUDENTIAL INVESTMENT
CORPORATION
By__________________________________
Vice President
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EXHIBIT D
THE GLOBAL TOTAL RETURN FUND, INC.
Distribution and Service Plan
(Class A Shares)
Introduction
The Distribution and Service Plan (the Plan) set forth below which is
designed to conform to the requirements of Rule 12b-1 under the Investment
Company Act of 1940 (the Investment Company Act) and Article III, Section 26 of
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. (NASD) has been adopted by The Global Total Return Fund Inc. (the Fund) and
by Prudential Securities Incorporated, the Fund's distributor (the Distributor).
The Fund has entered into a distribution agreement pursuant to which the
Fund will employ the Distributor to distribute Class A shares issued by the Fund
(Class A shares). Under the Plan, the Fund intends to pay to the Distributor, as
compensation for its services, a distribution and service fee with respect to
Class A shares.
A majority of the Board of Directors of the Fund, including a majority of
those Directors who are not "interested persons" of the Fund (as defined in the
Investment Company Act) and who have no direct or indirect financial interest in
the operation of this Plan or any agreements related to it (the Rule 12b-1
Directors), have determined by votes cast in person at a meeting called for the
purpose of voting on this Plan that there is a reasonable likelihood that
adoption of this Plan will benefit the Fund and its shareholders. Expenditures
under this Plan by the Fund for Distribution Activities (defined below) are
primarily intended to result in the sale of Class A shares of the Fund within
the meaning of paragraph (a)(2) of Rule 12b-1 promulgated under the Investment
Company Act.
The purpose of the Plan is to create incentives to the Distributor and/or
other qualified broker-dealers and their account executives to provide
distribution assistance to their customers who are investors in the Fund, to
defray the costs and expenses associated with the preparation, printing and
distribution of prospectuses and sales literature and other promotional and
distribution activities and to provide for the servicing and maintenance of
shareholder accounts.
The Plan
The material aspects of the Plan are as follows:
1. Distribution Activities
The Fund shall engage the Distributor to distribute Class A shares of the
Fund and to service shareholder accounts using all of the facilities of the
Prudential Securities distribution network, including sales personnel and branch
office and central support systems, and also using such other qualified
broker-dealers and financial institutions as the Distributor may select,
including Pruco Securities Corporation (Prusec). Services provided and
activities undertaken to distribute Class A shares of the Fund are referred to
herein as "Distribution Activities."
D-1
<PAGE>
2. Payment of Service Fee
The Fund shall pay to the Distributor as compensation for providing personal
service and/or maintaining shareholder accounts a service fee of .25 of 1% per
annum of the average daily net assets of the Class A shares (service fee). The
Fund shall calculate and accrue daily amounts payable by the Class A shares of
the Fund hereunder and shall pay such amounts monthly or at such other intervals
as the Board of Directors may determine.
3. Payment for Distribution Activities
The Fund shall pay to the Distributor as compensation for its services a
distribution fee, together with the service fee (described in Section 2 hereof),
of .30 of 1% per annum of the average daily net assets of the Class A shares of
the Fund for the performance of Distribution Activities. The Fund shall
calculate and accrue daily amounts payable by the Class A shares of the Fund
hereunder and shall pay such amounts monthly or at such other intervals as the
Board of Directors may determine. Amounts payable under the Plan shall be
subject to the limitations of Article III, Section 26 of the NASD Rules of Fair
Practice.
Amounts paid to the Distributor by the Class A shares of the Fund will not
be used to pay the distribution expenses incurred with respect to any other
class of shares of the Fund except that distribution expenses attributable to
the Fund as a whole will be allocated to the Class A shares according to the
ratio of the sales of Class A shares to the total sales of the Fund's shares
over the Fund's fiscal year or such other allocation method approved by the
Board of Directors. The allocation of distribution expenses among classes will
be subject to the review of the Board of Directors.
The Distributor shall spend such amounts as it deems appropriate on
Distribution Activities which include, among others:
(a) sales commissions and trailer commissions paid to, or on account of,
account executives of the Distributor;
(b) indirect and overhead costs of the Distributor associated with
Distribution Activities, including central office and branch expenses;
(c) amounts paid to Prusec for performing services under a selected
dealer agreement between Prusec and the Distributor for sale of Class A
shares of the Fund, including sales commissions, trailer commissions paid
to, or on account of, agents and indirect and overhead costs associated with
Distribution Activities;
(d) advertising for the Fund in various forms through any available
medium, including the cost of printing and mailing Fund prospectuses,
statements of additional information and periodic financial reports and
sales literature to persons other than current shareholders of the Fund; and
(e) sales commissions (including trailer commissions) paid to, or on
account of, broker-dealers and financial institutions (other than Prusec)
which have entered into selected dealer agreements with the Distributor with
respect to Class A shares of the Fund.
D-2
<PAGE>
4. Quarterly Reports; Additional Information
An appropriate officer of the Fund will provide to the Board of Directors of
the Fund for review, at least quarterly, a written report specifying in
reasonable detail the amounts expended for Distribution Activities (including
payment of the service fee) and the purposes for which such expenditures were
made in compliance with the requirements of Rule 12b-1. The Distributor will
provide to the Board of Directors of the Fund such additional information as the
Board shall from time to time reasonably request, including information about
Distribution Activities undertaken or to be undertaken by the Distributor.
The Distributor will inform the Board of Directors of the Fund of the
commissions and account servicing fees to be paid by the Distributor to account
executives of the Distributor and to broker-dealers and financial institutions
which have selected dealer agreements with the Distributor.
5. Effectiveness; Continuation
The Plan shall not take effect until it has been approved by a vote of a
majority of the outstanding voting securities (as defined in the Investment
Company Act) of the Class A shares of the Fund.
If approved by a vote of a majority of the outstanding voting securities of
the Class A shares of the Fund, the Plan shall, unless earlier terminated in
accordance with its terms, continue in full force and effect thereafter for so
long as such continuance is specifically approved at least annually by a
majority of the Board of Directors of the Fund and a majority of the Rule 12b-1
Directors by votes cast in person at a meeting called for the purpose of voting
on the continuation of the Plan.
6. Termination
This Plan may be terminated at any time by vote of a majority of the Rule
12b-1 Directors, or by vote of a majority of the outstanding voting securities
(as defined in the Investment Company Act) of the Class A shares of the Fund.
7. Amendments
The Plan may not be amended to change the combined service and distribution
fees to be paid as provided for in Sections 2 and 3 hereof so as to increase
materially the amounts payable under this Plan unless such amendment shall be
approved by the vote of a majority of the outstanding voting securities (as
defined in the Investment Company Act) of the Class A shares of the Fund. All
material amendments of the Plan shall be approved by a majority of the Board of
Directors of the Fund and a majority of the Rule 12b-1 Directors by votes cast
in person at a meeting called for the purpose of voting on the Plan.
8. Rule 12b-1 Directors
While the Plan is in effect, the selection and nomination of the Directors
shall be committed to the discretion of the Rule 12b-1 Directors.
D-3
<PAGE>
9. Records
The Fund shall preserve copies of the Plan and any related agreements and
all reports made pursuant to Section 4 hereof, for a period of not less than six
years from the date of effectiveness of the Plan, such agreements or reports,
and for at least the first two years in an easily accessible place.
Dated: --------------, 1995
D-4
<PAGE>
THE GLOBAL TOTAL RETURN FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
Proxy for the Annual Meeting of Shareholders, December 6, 1995.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Eugene S. Stark, S. Jane Rose and Ronald Amblard
as Proxies, each with the power of substitution, and hereby authorizes each of
them to represent and to vote, as designated below, all the shares of Common
Stock of The Global Total Return Fund, Inc. held of record by the undersigned on
September 29, 1995 at the Annual Meeting of Shareholders to be held on December
6, 1995, or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
FOR Proposals 1 through 6.
Address changes:________________________________________________________________
________________________________________________________________
________________________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE>
(Left column)
|---|
| X | PLEASE MARK VOTES
|---| AS IN THIS EXAMPLE
The Board of Directors recommends a vote "FOR" each of the following proposals:
1. To approve or disapprove a proposal to convert the For Against Abstain
Fund to an open-end investment company. |---| |---| |---|
| | | | | |
|---| |---| |---|
2. To approve or disapprove changes to investment
restrictions of the Fund as follows:
a. To clarify the Fund's permitted use of margin. For Against Abstain
|---| |---| |---|
| | | | | |
|---| |---| |---|
b. To increase the Fund's borrowing capabilities. For Against Abstain
|---| |---| |---|
| | | | | |
|---| |---| |---|
c. To clarify the Fund's loan policies. For Against Abstain
|---| |---| |---|
| | | | | |
|---| |---| |---|
3. If Proposal No. 1 is approved, to approve or For Against Abstain
disapprove a new Management Agreement between the |---| |---| |---|
Fund and Prudential Mutual Fund Management, Inc. and | | | | | |
a new Subadvisory Agreement between Prudential |---| |---| |---|
Mutual Fund Management, Inc. and The Prudential
Investment Corporation.
4. Election of Directors.
a. If Proposal No. 1 is approved, to elect the With- For All
following seven Directors: Edward D. Beach, Harry For hold Except
A. Jacobs, Jr., Thomas T. Mooney, Richard A. |---| |---| |---|
Redeker, Sir Michael Sandberg, Robin B. Smith and | | | | | |
Nancy H. Teeters. |---| |---| |---|
b. If Proposal No. 1 is not approved, to elect the With- For All
following Class III Directors (Term Expiring in For hold Except
1998): Edward D. Beach, Robert W. Doran and Robin |---| |---| |---|
B. Smith | | | | | |
|---| |---| |---|
INSTRUCTION: To withhold authority for any
individual nominee, mark the "For All Except" box
and strike a line through that nominee(s) name in
the list above.
- -------------------------------------------------------------------------------
REGISTRATION
- -------------------------------------------------------------------------------
-----------------------------------
|
Please be sure to sign and date this Proxy. | Date
|
- -------------------------------------------------------------------------------
- -------------Shareholder sign here---------------Co-owner sign here------------
(Right column)
5. If Proposal No. 1 is approved, to approve or For Against Abstain
disapprove a Plan of Distribution pursuant to Rule |---| |---| |---|
12b-1 under the Investment Company Act of 1940, as | | | | | |
amended. |---| |---| |---|
6. If Proposal No. 1 is approved, to approve or For Against Abstain
disapprove an Alternative Purchase Plan and an |---| |---| |---|
amendment to the Fund's Articles of Incorporation to | | | | | |
permit the issuance of multiple classes of shares. |---| |---| |---|
7. To ratify or reject the selection by the Board of For Against Abstain
Directors of Deloitte & Touch LLP as independent |---| |---| |---|
accountants for the year ending December 31, 1995. | | | | | |
|---| |---| |---|
8. To consider and act upon such other business as may For Against Abstain
properly come before the Meeting or any adjournment |---| |---| |---|
thereof. | | | | | |
|---| |---| |---|
Mark box at right if address change has been noted on the reverse |---|
side of this card. | |
|---|
NOTE: Please sign exactly as name appears above. Joint owners should each 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.
THE GLOBAL TOTAL RETURN FUND, INC.
