3
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form. Please print or type.
1. Name and address of issuer: Prudential Diversified Bond Fund,
Inc., One Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this notice is
filed: Class A, Class B and Class C.
3. Investment Company Act File Number: 811-7215.
Securities Act File Number: 33-55441.
4. Last day of fiscal year for which this notice is filed: December
31, 1995.
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: None/$0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: None/$0
9. Number and aggregate sale price of securities sold during the
fiscal year: 8,094,466/$107,318,833.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
8,094,466/$107,318,833.
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see instruction B.7): 238,532/$3,228,879.
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 10): $107,318,833
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 3,228,879
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 13,076,270
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): + 0
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): 97,471,442
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 33,610.84
Instructions: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a).
[x]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: February 21, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/ S. Jane Rose
By (S. Jane Rose, Secretary)
Date February 23, 1996
DBF\24F-296.NOT
Prudential Diversified Bond Fund, Inc.
February 23, 1995
Page 2
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212)758-9500
February 23, 1996
Prudential Diversified Bond Fund, Inc.
One Seaport Plaza - 25th Floor
New York, New York 10292
Dear Sirs:
Prudential Diversified Bond Fund, Inc. (the "Fund"), a Maryland
corporation, is filing with the Securities and Exchange Commission (the
"Commission") a Rule 24f-2 Notice (the "Rule 24f-2 Notice") containing the
information contained in paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Rule"). In its Registration Statement on
Form N-1A, the Fund filed the declaration authorized by paragraph (a)(1) of the
Rule to the effect that an indefinite number of shares of common stock of the
Fund, par value $.001 per share (the "Shares"), were being registered by such
Registration Statement. The effect of the Rule 24f-2 Notice, when accompanied
by the filing fee, if any, payable as prescribed by paragraph (c) of the Rule
and by this opinion, will be to make definite in number the number of Shares
sold by the Fund during the fiscal year ended December 31, 1995 in reliance upon
the Rule (the "Rule 24f-2 Shares").
We have served as counsel to the Fund since its inception. We have, as
counsel, participated in various proceedings relating to the Fund and the Rule
24f-2 Shares. We have examined a Certificate of Good Standing issued by the
State Department of Assessments and Taxation of the State of Maryland dated
February 21, 1996, and copies, either certified or otherwise proven to our
satisfaction to be genuine, of the Fund's Articles of Incorporation and By-laws,
as currently in effect, the minutes of meetings of its Board of Directors and
other documents relating to the organization and operation of the Fund. We have
also reviewed the form of the Rule 24f-2 Notice being filed by the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the manner
contemplated by the prospectus of the Fund current at the time of sale, and that
the Rule 24f-2 Shares were sold in numbers within the limits prescribed by the
Fund's Articles of Incorporation for consideration not less than the par value
thereof, as required by Maryland law, and not less than the net asset value
thereof, as required by the Investment Company Act of 1940, as amended.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally existing under
the laws of the State of Maryland.
2. The Fund is authorized by its Articles of Incorporation to issue
two billion (2,000,000,000) Shares. Under Maryland law (i) the Board
of Directors of the Fund may increase or decrease the number of Shares
that the Fund has authority to issue, and (ii) Shares which were
issued and which have subsequently been redeemed by the Fund are, by
virtue of such redemption, restored to the status of authorized and
unissued Shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable.
We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to the
filing of this Opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the extent
that any opinion herein involves the law of Maryland, such opinion should be
understood to be based solely upon our review of the documents referred to
above, the published statutes of the State of Maryland and, where applicable,
published cases, rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:MKN:JLS:KLJ:jlk
PRUDENTIAL DIVERSIFIED BOND FUND, INC. One Seaport Plaza
New York, New York 10292
February 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Prudential Diversified Bond Fund, Inc. File Nos. 33-55441 and
811-7215
Ladies and Gentlemen:
On behalf of Prudential Diversified Bond Fund, Inc. enclosed for
filing, under the Investment Company Act of 1940, are:
(1) the Form 24f-2 for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed electronically via the EDGAR System. A
fee in the amount of $33,610.84 has been wired to the Fund's account at
Mellon Bank.
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-3118.
Yours truly,
/s/ Ellyn C. Acker
Ellyn C. Acker
Assistant Secretary
Enclosures
GLF/24F-296.LTR
