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PRUDENTIAL MUTUAL FUNDS (LOGO)
PRUDENTIAL STRUCTURED MATURITY FUND
May 18, 1994
RE: Supplemental Proxy Material
Dear Shareholder:
The attached Exhibit B should be substituted for Exhibit B contained in the
Fund's Proxy Statement dated April 18, 1994. Due to an error in transcription,
the original Exhibit B of the Fund's Proxy Statement was not complete. We are
sorry for any inconvenience that this may have caused you.
Sincerely,
/s/ Lawrence C. McQuade
Lawrence C. McQuade
President
Prudential Structured Maturity Fund, One Seaport Plaza, New York, NY 10292
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May 18, 1994
ERRATA SHEET
The following amended information should be substituted for Exhibit B of
Prudential Structured Maturity Fund's Proxy Statement dated April 18, 1994:
FORM OF AMENDMENT TO ARTICLES OF INCORPORATION
Article V, Section 1(a) of the Fund's Articles of Incorporation is proposed
to be amended and restated as follows:
ARTICLE V
Common Stock
Section 1. (a) The total number of shares of capital stock which the
Corporation shall have authority to issue is 500,000,000 shares of the par
value of $.01 per share and of the aggregate par value of $5,000,000 to be
divided initially into two series, the Income Portfolio and the Municipal
Income Portfolio, with each such Series authorized to issue 250,000,000 of such
shares having an aggregate par value of $2,500,000, and each such Series to be
further divided into three classes, consisting as to each such Series of
83,333,333 1/3 shares of Class A Common Stock, 83,333,333 1/3 shares of Class B
Common Stock and 83,333,333 1/3 shares of Class C Common Stock. The Board of
Directors of the Corporation shall have the power and authority to classify or
reclassify any unissued shares from time to time into one or more additional
Series or classes by setting or changing the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of such unissued shares.
The Board of Directors shall have the power and authority to increase or
decrease the aggregate number of shares of any Series or class that the
Corporation has authority to issue.
(i) Each share of Class A, Class B and Class C Common Stock of a Series
shall represent the same interest in the Series and have identical voting,
dividend, liquidation and other rights except that (A) Expenses related to
the distribution of each class of shares shall be borne solely by such
class; (B) The bearing of such expenses solely by shares of each class
shall be appropriately reflected (in the manner determined by the Board of
Directors) in the net asset value, dividends, distribution and
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liquidation rights of the shares of such class; (C) 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; (D) 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 (E) 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 each 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.
(ii) Each share of the Class B Common Stock of a Series 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 same Series (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 acquired through the automatic reinvestment of dividends and
distributions with respect to Class B Common Stock (each "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 then current
prospectus for such Class A and Class B Common Stock.
(iii) The number of shares of the Class A Common Stock of a Series into
which a share of the Class B Common Stock is converted pursuant to Section
1(a)(ii) 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.
(iv) On the Conversion Date, the shares of the Class B Common Stock of a
Series 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).
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(v) 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 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(a) 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, any 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.
(vi) To the extent appropriate under the circumstances, taking into
account prevailing practices in the investment company industry,
references to "Class" in subsection (b) of this Section (1) shall be
deemed to be references to "Series" as used in this subsection (a).
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