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SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for use of the
Commission only (As permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Prudential Diversified Bond Fund, Inc
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRUDENTIAL DIVERSIFIED BOND FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
------------
To Our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders (the Meeting)
of Prudential Diversified Bond Fund, Inc. (the Fund) will be held on April 19,
2000, at 10:00 a.m. at 100 Mulberry Street, Gateway Center Two, Newark, New
Jersey 07102, for the following purposes:
1. To amend the investment objective of the Fund.
2. To approve amendments to the Fund's fundamental investment
restrictions relating to:
(a) borrowing transactions;
(b) the making of loans; and
(c) investments in securities of other investment companies.
3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February 18,
2000 as the record date for the determination of shareholders entitled to vote
at the Meeting or any adjournment thereof.
Deborah A. Docs
SECRETARY
Dated: [ , ] 2000
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
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EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN
MAILING IN YOUR PROXY PROMPTLY. SHAREHOLDERS CAN ALSO VOTE THROUGH THE
INTERNET OR BY TELEPHONE USING THE 12-DIGIT "CONTROL" NUMBER THAT APPEARS
ON THE ENCLOSED PROXY.
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PRUDENTIAL DIVERSIFIED BOND FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102
------------
PROXY STATEMENT
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Special Meeting of Shareholders
April 19, 2000, at 10:00 a.m.
This Proxy Statement is furnished by the Board of Directors of Prudential
Diversified Bond Fund, Inc. (the Fund) in connection with the solicitation of
proxies for use at the Special Meeting of Shareholders (the Meeting) to be held
on April 19, 2000 at 10:00 a.m. at 100 Mulberry Street, Gateway Center Two,
Newark, New Jersey 07102, the principal executive office. The purpose of the
Meeting is to consider proposals to change (1) the Fund's investment objective
and (2) fundamental investment restrictions relating to (a) borrowing
transactions, (b) the making of loans, and (c) investments in securities of
other investment companies.
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 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. In addition, a shareholder can revoke a prior proxy
simply by voting again -- using the original proxy card, by toll-free telephone
call, or at the Fund's Web site listed below. If sufficient votes to approve
one or more of the proposed items are not received or if a quorum is not
present, 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 and will not require notice other than
announcement at the Meeting. 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 procedures will apply at a
later meeting date.
The close of business on February 18, 2000 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 [ ] shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting (and such shareholders of record holding fractional shares, if any,
shall have proportionate voting rights). It is expected that the Notice of
Special Meeting, Proxy Statement and accompanying form of proxy will first be
mailed to shareholders of record on or about [ , 2000]. The most recent annual
report for the Fund is being mailed to shareholders together with this Proxy
Statement.
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[Indicate, as of the most recent practicable date, whether or not
management knows of any person or group who owns beneficially more than 5% of
any class of the Fund's voting securities] [Indicate, as of the most recent
practicable date, as to each class of equity securities of the Fund or any of
its parents/subsidiaries, other than Director's qualifying shares, beneficially
owned by Directors or executive officers] [Indicate if any potential changes in
control of the Fund or if any change of control of the Fund has occurred since
the beginning of its last fiscal year]
Both proposals described in this Proxy Statement require approval by "a
majority of the outstanding voting securities" of the Fund, as defined in the
Investment Company Act of 1940, as amended (the Investment Company Act). This
means the lesser of (A) 67% or more of the shares of the Fund present at the
Meeting, if the holders of more than 50% of the outstanding shares of the Fund
are present or represented by proxy, or (B) more than 50% of the outstanding
shares of the Fund. Each "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)
and abstention will be considered present for purposes of determining the
existence of a quorum for the transaction of business, but will have the effect
of a vote against a proposal. A quorum requires the presence, in person or by
proxy, of the holders of record of one-third of the outstanding shares of the
Fund.
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 cost to the Fund, telephonic,
telegraphic, Internet 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 $55,000.00 and will be
borne by the [Fund].
[Shareholders can vote in any one of four ways (A) by mail, with the
enclosed proxy card, (B) in person at the Meeting, (C) by telephone, with a
toll-free call to the number listed on the enclosed proxy card, and (D) through
the Internet at www.[ ].com. Shareholders are encouraged to vote
------------------------
by Internet or telephone, using the 12-digit "control" number that appears on
the enclosed proxy card. [Subsequent to inputting this number, shareholders will
be prompted to provide their voting instructions on each proposal. Shareholders
will have an opportunity to review their voting instructions and make any
necessary changes before submitting their voting instructions and terminating
their telephone call or Internet link. Shareholders who vote on the Internet,
in addition to confirming their voting instructions prior to submission, will
also receive an e-mail confirming their voting instructions.]
2
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Prudential Investments Fund Management LLC (PIFM or the Manager), Gateway
Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, serves as the
Fund's Manager under a management agreement dated as of January 3, 1995 (the
Management Agreement). Investment advisory services are provided to the Fund by
PIFM through its affiliate, The Prudential Investment Corporation, doing
business as Prudential Investments (PI or the Investment Adviser), Prudential
Plaza, 751 Broad Street, Newark, New Jersey 07102, under a Subadvisory Agreement
dated January 3, 1995, as amended November 18, 1999. Both PIFM and PI are
indirect, wholly owned subsidiaries of The Prudential Insurance Company of
America (Prudential). As of December 31, 1999, PIFM managed and/or administered
open-end and closed-end management investment companies, with assets of
approximately $75.6 billion. The Fund has a Board of Directors which, in
addition to overseeing the actions of the Fund's Manager and Investment Adviser,
decides upon matters of general policy.
Prudential Investment Management Services LLC (PIMS), Gateway Center Three,
100 Mulberry Street, Newark, New Jersey 07102-4077, acts as the distributor of
the shares of the Fund.
[Upon request, the Fund will reimburse nominees for their reasonable
expenses in forwarding proxy materials to beneficial owners of the Fund's
shares. Please let the Fund know the number of copies needed and submit expense
invoices for the Fund's review to 100 Mulberry Street, Gateway Center Three,
Newark, New Jersey 07102.]
PROPOSAL NO. 1
TO
AMEND THE INVESTMENT
OBJECTIVE OF THE FUND
The Board of Directors is submitting for approval by shareholders of the
Fund the following proposal to amend the investment objective of the Fund. The
Board of Directors approved this proposal at a meeting held on February 7, 2000.
For the reasons described below, the Board of Directors recommends that
shareholders approve the proposed amendment. The Fund's investment objective is
a fundamental policy that cannot be changed without shareholder approval.
The current investment objective for the Fund is high current income
consistent with an appropriate balance between risk and reward. The Board of
Directors has approved, and recommends that the shareholders of the Fund
approve, an amendment to change the Fund's investment objective to a prudent mix
of current income and capital appreciation. As a result of the change, the Fund
will seek total return (which consists of both current income and capital
appreciation), rather than primarily high current income.
3
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The Manager and Investment Adviser have proposed the change in investment
objective to afford the Fund greater flexibility in pursuing its investment
strategies. The Manager and Investment Adviser believe that it would be
beneficial to shareholders for the Fund to seek both income and capital
appreciation, or total return. The Fund presently seeks high current income
consistent with an appropriate balance between risk and reward. Capital
appreciation is not an objective. Therefore, if the Investment Adviser does not
believe that a particular security offers enough of an income premium to justify
the credit and other risks involved, the Fund will, in accord with its present
investment objective, invest in a different income-producing security which may
be lower yielding. If the proposed new investment objective is approved by
shareholders, the Fund might invest instead in a security that has the potential
for capital appreciation, even if it yields little or no income. Thus, while the
Fund will continue to invest in bonds and other fixed-income securities in
different sectors of the fixed-income securities markets, if the proposed change
in the investment objective is approved, the Fund's current yield likely will be
lower than it would be under the existing objective. On the other hand, the
Manager and Investment Adviser believe that the Fund's potential for total
return, i.e., yield plus capital appreciation, could be increased if the change
is approved.
If the change in investment objective is approved by shareholders, the
Investment Adviser does not contemplate any immediate material changes in the
Fund's portfolio composition. However, to obtain greater flexibility to take
advantage of total return opportunities, the Investment Adviser has indicated
that a primary difference in how it may manage the Fund in the future, depending
on market conditions and the available price and yield of other types of
securities, would be in the percentage of Fund assets permitted to be invested
in below investment-grade securities, also known as high-yield or "junk" bonds.
Currently, the Fund may invest up to 35% of its net assets in high-yield
securities. If the investment objective is changed, this limit would be
increased to 50% of total assets. As discussed in the Fund's current prospectus,
the risks related to investment in below investment-grade securities include
greater market and credit risks than higher-grade debt securities, and
potentially greater illiquidity (they may be harder to sell), in which case
valuation would depend more on the Investment Adviser's judgment than is
generally the case with higher-rated securities. To the extent the Fund
increases its exposure to these securities, it will be subject to greater risks.
If the change in investment objective is approved, the Investment Adviser
may also decide to increase the Fund's investments in asset-backed securities to
provide the Fund with greater flexibility in pursuing its investment program.
Investment in asset-backed securities may provide the Fund with regular interest
income, while offering the Fund a prepayment risk that is generally lower than
with mortgage-related securities, and investment in pass-through instruments
which provide greater diversification than direct ownership of loans. The
Investment Adviser has indicated that if the change in investment objective is
approved by shareholders, the Fund will increase its authority to invest in
privately issued asset-backed securities from the current limit, which is 25% of
total assets, up to 35% of total assets. The Investment Adviser has no present
intention to increase the Fund's current holdings of privately issued asset-
backed securities. As discussed in the Fund's current prospectus, the risks
related to investment in privately issued asset-backed securities include
prepayment, credit and market risks, as well as the risk that the security
interest in the underlying collateral may not be as great as with mortgage-
related securities.
4
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If the proposal to change the Fund's investment objective is approved by
the shareholders, the Fund intends to change its name to Prudential Total Return
Bond Fund, Inc.
REQUIRED VOTE
Approval of this Proposal No. 1 requires the affirmative vote of a majority
of the Fund's outstanding voting securities, as defined in the Investment
Company Act.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 1.
----------------------------
PROPOSAL NO. 2
TO
APPROVE AMENDMENTS TO CERTAIN
FUNDAMENTAL INVESTMENT RESTRICTIONS
The Board of Directors is submitting for approval by shareholders of the
Fund the following proposals to amend three of the Fund's fundamental investment
restrictions relating to (a) borrowing transactions, (b) the making of loans,
and (c) investments in securities of other investment companies. The Board of
Directors approved these proposals at a meeting held on February 7, 2000.
For the reasons described below, the Board of Directors recommends that
shareholders approve each of the proposed amendments. Fundamental investment
restrictions may be changed only with shareholder approval.
If the proposed changes to the Fund's fundamental investment restrictions
are approved by shareholders at the Meeting, the Fund's prospectus and statement
of additional information will be revised as appropriate to reflect the changes.
The changes proposed in Proposals No.
5
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2(a), 2(b) and 2(c) will not result in a change to the investment objective or
operating policies of the Fund.
PROPOSAL NO. 2(a): AMEND FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT TO THE
FUND'S ABILITY TO ENGAGE IN BORROWING TRANSACTIONS
The Fund's current fundamental investment restriction concerning borrowing
money, which appears as investment restriction number 3 in the Fund's current
statement of additional information, states that the Fund shall not:
"Issue senior securities, borrow money or pledge its assets,
except that the Fund may borrow from banks up to 33 1/3% of
the value of its total assets (calculated when the loan is
made) for temporary, extraordinary or emergency purposes, for
the clearance of transactions or for investment purposes. The
Fund may pledge up to 33 1/3% 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 a pledge of assets or the
issuance of a senior security."
The proposed change would amend a portion of the Fund's fundamental
investment restriction relating to borrowing transactions by taking out the
italicized reference to borrowing "from banks."
The proposed change to the Fund's fundamental investment restriction would
allow the Fund to borrow from persons other than banks, to the extent consistent
with applicable law. The proposed change is designed to permit the Fund the
greatest degree of flexibility permitted by law in pursuing its investment
program.
Current law prohibits the Fund from borrowing other than from banks.
Accordingly, the Fund may not borrow from other mutual funds in the Prudential
Mutual Fund complex (each, a Prudential Fund). If the proposed amendment to the
Fund's fundamental investment restriction on borrowing is approved by
shareholders, then the Fund (and other Prudential Funds) intend to apply to the
Securities and Exchange Commission (SEC) for an exemption from this prohibition
on interfund borrowing, pursuant to authorization by the Fund's Board of
Directors obtained in November 1999. There is, of course, no assurance that the
SEC would grant such request. If the SEC did grant the request, the Fund would
be allowed to borrow from other Prudential Funds.
6
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The ability to engage in borrowing transactions with other participating
Prudential Funds as part of a program, referred to as the "interfund lending
program," may allow the Fund to obtain lower interest rates on money borrowed
for temporary or emergency purposes.
Approval of this Proposal No. 2(a) will not by itself result in
implementation of the interfund lending program. Among other things, any such
program would be subject to receipt of an SEC exemptive order.
In addition to the proposed change to the fundamental investment
restriction relating to borrowing, shareholders are being asked to vote on an
amendment to the Fund's fundamental investment restriction on lending (in
Proposal No. 2(b)). If only one of the two proposals is adopted, then the
Fund's fundamental investment restrictions will be amended only to the extent of
shareholder approval.
If both Proposal 2(a) and (b) are adopted and the Fund were to participate
in an interfund lending program, there is a risk that a borrowing fund could
have a loan recalled on one day's notice and the borrowing fund might then have
to borrow from a bank at a higher interest rate if money could not be borrowed
from another Prudential Fund. There is also a risk that a lending fund could
experience a delay in obtaining prompt repayment of a loan. A lending fund
would not necessarily have received collateral for its loan, although it could
require that collateral be provided as a condition for making an interfund loan.
A delay in obtaining prompt payment could cause a lending fund to miss an
investment opportunity or to incur costs to borrow money to replace the delayed
payment. In determining to recommend this Proposal No. 2(a) to shareholders for
approval, the Board of Directors considered that the benefits to the Fund of
participating in the program outweigh the possible risks of such participation.
PROPOSAL NO. 2(b): AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT TO
THE FUND'S ABILITY TO ENGAGE IN LENDING TRANSACTIONS
The Funds' current fundamental investment restriction concerning making
loans, which appears as investment restriction number 11 in the Fund's current
statement of additional information, states that the Fund shall not:
Make loans, except through (i) repurchase agreements and (ii)
loans of portfolio securities limited to 30% of the Fund's
total assets.
The proposed change will amend the restriction relating to lending
transactions by adding a clause (which is bolded for ease of reference) that
will allow for greater flexibility in lending transactions. Under the proposed
amendment, the Fund shall not:
Make loans, except through (i) repurchase agreements and (ii)
loans of portfolio securities limited to 30% of the Fund's
total
7
<PAGE>
assets and (iii) as otherwise permitted by exemptive order of
the Securities and Exchange Commission.
The proposed amendment to the Fund's fundamental investment restriction
would facilitate the future development and adoption of an interfund lending
program with other Prudential Funds, as described above. The nature of such a
program and the risks associated with the Fund's participation therein are set
forth above under Proposal No. 2(a). Shareholders are being asked to consider,
and vote separately, on the Fund's fundamental investment restrictions relating
to borrowing and lending.
In determining to recommend this Proposal No. 2(b) to shareholders for
approval and to facilitate the future development and implementation of an
interfund lending program, the Board of Directors considered that the interfund
lending program: (i) may benefit the Fund by providing it with greater
flexibility to engage in lending transactions; and (ii) could facilitate the
Fund's ability to earn a higher return on short-term investments by allowing it
to lend cash to other Prudential Funds. Implementation of interfund lending
would be accomplished consistent with applicable regulatory requirements,
including the provisions of any order the SEC might issue to the Fund and to
other Prudential Funds. The Fund has not yet applied for such order and there
can be no assurance that any such order would be granted, even if applied for.
PROPOSAL NO. 2(c): AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT TO
THE FUND'S ABILITY TO INVEST IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund's current fundamental investment restriction concerning
investments in securities of other investment companies, which appears as
investment restriction number 9 in the Fund's current statement of additional
information, states that the Fund shall not:
Invest in securities of other investment companies, except
by purchases in the open market involving only customary
brokerage commissions and as a result of which the Fund will
not hold more than 3% of the outstanding voting securities
of any one investment company, will not have invested more
than 5% of its total assets in any one investment company
and will not have invested more than 10% of its total assets
(determined at the time of investment) in such securities of
one or more investment companies, or except as part of a
merger, consolidation or other acquisition.
The proposed change will amend the restriction by taking out the italicized
reference to the circumstances under which the Fund may invest in securities of
other investment companies and replacing it with a clause (which is bolded for
ease of reference) that will allow for greater flexibility in these types of
transactions. Under the proposed amendment, the Fund shall not:
8
<PAGE>
Invest in securities of other investment companies, except
as permitted under the Investment Company Act of 1940 and
the rules thereunder, as amended from time to time, or by
any exemptive relief granted by the Securities and Exchange
Commission.
The proposed amendment to the Fund's fundamental investment restriction
would allow the Fund to invest in securities of other investment companies to
the extent consistent with applicable law. Under current Investment Company Act
provisions, the Fund may invest up to 10% of its total assets in the securities
of other registered investment companies, may invest not more than 5% of its
total assets in the securities of any one registered investment company and may
not own more than 3% of an investment company's outstanding voting securities.
As a result, current law contains the same restrictions as are embodied in the
Fund's existing fundamental investment restriction, so that the modification of
the restriction as proposed would not result in any diminution of shareholder
protection.
In addition, the Fund has received an exemptive order from the SEC
permitting it to invest cash collateral from securities lending transactions and
uninvested cash in other registered open-end investment companies advised by
PIFM (Investment Funds), in excess of the limitations set forth in the
Investment Company Act. The Investment Funds are money market funds or short-
term bond funds with a portfolio maturity of three years or less. Shares of
certain Investment Funds may be offered and sold to the Fund only in private
transactions and not through the open market. It is anticipated that a primary
benefit of investing in Investment Funds will be the ability to obtain higher
yields than would be available from current investment alternatives. It is also
anticipated that by investing in Investment Funds, the Fund would have access to
a lower cost alternative for making short-term liquid investments than is
presently available. The SEC order is subject to a number of conditions
designed to ensure that there will not be duplication of fees and expenses by
the Fund and an Investment Fund or conflicts of interest as a result of any such
investment. One condition of the order is that the Fund may not invest
uninvested cash in an Investment Fund in excess of 25% of the Fund's total
assets.
If the Fund's shareholders do not approve the proposed amendment of the
fundamental investment restriction relating to investment in other investment
companies, the Fund will be limited in its ability to rely on the exemptive
order issued by the SEC.
REQUIRED VOTE
Approval of each of Proposals No. 2(a), 2(b) and 2(c) requires the
affirmative vote of a majority of the Fund's outstanding voting securities, as
defined in the Investment Company Act.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS
NO. 2(a), 2(b) AND 2(c).
9
<PAGE>
-----------------------------
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 question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Fund.
Notwithstanding the approval or disapproval of the proposals described
above, as in the past, the Board of Directors does not intend to hold annual
meetings of shareholders of the Fund. The Board of Directors will call meetings
of shareholders as may be required under the Investment Company Act or as they
may determine in their discretion. The Fund's By-Laws require the Secretary of
the Fund to call a meeting of shareholders of the Fund when requested to do so,
in writing, by shareholders holding in the aggregate not less than [10%] of the
outstanding shares having voting rights of the Fund. If a shareholder wishes to
present a proposal to be included in the proxy statement for the next meeting of
shareholders of the Fund, such proposal must be received by the Fund a
reasonable time before the solicitation is to be made.
Deborah A. Docs
SECRETARY
Dated: [ , ] 2000
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. SHAREHOLDERS CAN ALSO VOTE THROUGH THE INTERNET OR BY TELEPHONE
USING THE 12-DIGIT "CONTROL" NUMBER THAT APPEARS ON THE ENCLOSED PROXY.
10
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
____________________________________________________________________________
PRUDENTIAL DIVERSIFIED BOND FUND, INC.
PROXY
Special Meeting of Shareholders (Meeting) - April 19, 2000, 10:00 a.m.
______________________________________________________________________________
The Board of Directors recommends a
vote FOR each of the proposals.
CONTROL NUMBER: [ ]
Please be sure to sign and date this Proxy. Date:_________________
_____________________________________________________________________________
Shareholder sign here: ________________ Co-owner sign here:___________
________________________________________________________________________________
<TABLE>
<S> <C> <C> <C>
1. To approve an amendment to the investment objective For Against Abstain
of Prudential Diversified Bond Fund, Inc. (the
Fund). [ ] [ ] [ ]
2. To approve amendments to the Fund's fundamental
investment restrictions relating to: For Against Abstain
(a) borrowing transactions; [ ] [ ] [ ]
(b) the making of loans; and [ ] [ ] [ ]
(c) investments in securities of [ ] [ ] [ ]
other investment companies.
</TABLE>
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment
thereof.
Mark box at right if an address change has been noted
on the reverse side of this card. [ ]
<PAGE>
PRUDENTIAL DIVERSIFIED BOND FUND, INC.
Gateway Center Three
Newark, New Jersey 07102
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints [Robert F. Gunia, Grace C. Torres and Deborah A. Docs] as
Proxies, each with the power of substitution, and hereby authorizes each of them
to represent and to vote, as designated on the reverse side of this card, all
the shares of Common Stock of the Fund held of record by the undersigned on
February 18, 2000 at the Meeting to be held on April 19, 2000 or any adjournment
thereof .
THE SHARES REPRESENTED BY THIS PROXY, WHEN THIS PROXY IS PROPERLY EXECUTED, WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. THE
PROXY WILL BE VOTED FOR PROPOSALS NO. 1 AND 2 (a), (b) AND (c) IF YOU DO NOT
SPECIFY OTHERWISE. PLEASE REFER TO THE PROXY STATEMENT DATED [
,] 2000 FOR DISCUSSION OF THE PROPOSALS.
IF VOTING BY MAIL, PLEASE MARK, SIGN AND DATE THIS PROXY CARD WHERE INDICATED
AND RETURN IT PROMPTLY USING THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have this Proxy card at hand.
2) Call [ ].
3) Enter the 12-digit control number set forth on the reverse side of this Proxy
card and follow the simple instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and have this Proxy card at hand.
2) Go to Web site www.[ ].com.
3) Enter the 12-digit control number set forth on the reverse side of this Proxy
card and follow the simple instructions.
PROXIES MUST BE RECEIVED BY [ ,] 2000 TO BE VOTED AT THE MEETING TO BE HELD ON
[ ,] 2000.
NOTE: Please sign exactly as name appears hereon. 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.
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