-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WkBmqn/U4nko1oftlvUh070Dz8bwSO+XIuYOnL5s6J3sVAJnXdCaUtMnC23Li8ME X/dCYsYSvgYTzVmUE75uaw== 0000898733-03-000328.txt : 20030606 0000898733-03-000328.hdr.sgml : 20030606 20030606140815 ACCESSION NUMBER: 0000898733-03-000328 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030606 EFFECTIVENESS DATE: 20030606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL HIGH YIELD FUND INC CENTRAL INDEX KEY: 0000278187 IRS NUMBER: 132974999 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-63394 FILM NUMBER: 03735623 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122142189 MAIL ADDRESS: STREET 1: ONE SEAPORT PLZ STREET 2: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE HIGH YIELD FUND INC DATE OF NAME CHANGE: 19920603 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR HIGH YIELD FUND INC DATE OF NAME CHANGE: 19830509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL MUNICIPAL BOND FUND CENTRAL INDEX KEY: 0000807394 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-10649 FILM NUMBER: 03735622 BUSINESS ADDRESS: STREET 1: 100 MULBERRY STREET CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 9733677473 MAIL ADDRESS: STREET 1: 100 MULBERRY STREET CITY: NEWARK STATE: NJ ZIP: 07102 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE MUNICIPAL BOND FUND DATE OF NAME CHANGE: 19910527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL NATIONAL MUNICIPALS FUND INC CENTRAL INDEX KEY: 0000314612 IRS NUMBER: 133021492 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-66407 FILM NUMBER: 03735620 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122142189 MAIL ADDRESS: STREET 1: ONE SEAPORT PLZ STREET 2: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE NATIONAL MUNICIPALS FUND INC DATE OF NAME CHANGE: 19920602 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE HIGH YIELD MUNICIPALS INC DATE OF NAME CHANGE: 19870507 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR HIGH YIELD MUNICIPALS INC DATE OF NAME CHANGE: 19830516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL GOVERNMENT INCOME FUND INC CENTRAL INDEX KEY: 0000717819 IRS NUMBER: 133165671 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-82976 FILM NUMBER: 03735624 BUSINESS ADDRESS: STREET 1: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 1: ONE SEAPORT PLAZA CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE GOVERNMENT PLUS FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE TELECOMMUNICATIONS FUND INC DATE OF NAME CHANGE: 19850127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL MUNICIPAL SERIES FUND CENTRAL INDEX KEY: 0000746382 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-91216 FILM NUMBER: 03735621 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 2: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE MUNICIPAL SERIES FUND DATE OF NAME CHANGE: 19910424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL CALIFORNIA MUNICIPAL FUND CENTRAL INDEX KEY: 0000746518 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-91215 FILM NUMBER: 03735617 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 2: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE CALIFORNIA MUNICIPAL FUND DATE OF NAME CHANGE: 19910527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL SHORT TERM BOND FUND INC CENTRAL INDEX KEY: 0000834126 IRS NUMBER: 133468311 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-22363 FILM NUMBER: 03735619 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 1: ONE SEAPORT PLZ STREET 2: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL SHORT TERM CORPORATE BOND FUND INC DATE OF NAME CHANGE: 20010316 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL STRUCTURED MATURITY FUND INC DATE OF NAME CHANGE: 19931022 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE STRUCTURED MATURITY FUND INC DATE OF NAME CHANGE: 19920602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL TOTAL RETURN BOND FUND INC CENTRAL INDEX KEY: 0000929523 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55441 FILM NUMBER: 03735618 BUSINESS ADDRESS: STREET 1: ONE SEAPORT PLAZA CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 1: ONE SEAPORT PLAZA CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL DIVERSIFIED BOND FUND INC DATE OF NAME CHANGE: 19940902 497 1 st16065.txt PRU MUTUAL FUNDS -- SUPPLEMENT DATED MAY 2003 PRUDENTIAL MUTUAL FUNDS - -------------------------------------------------------------------------------- Supplement dated June 6, 2003 The following information supplements the Prospectus of each of the Funds listed below, to the extent applicable. SPECIAL MEETING OF SHAREHOLDERS At meetings held on March 4, 2003 and April 11, 2003, the Board of Directors/Trustees of each Fund approved the proposals summarized below. The proposals will be submitted for approval by shareholders of the Funds, as applicable, at a Special Meeting of Shareholders scheduled to be held on July 17, 2003. Election of Directors/Trustees The Board of Directors/Trustees approved a proposal to elect David E.A. Carson, Robert E. La Blanc, Douglas H. McCorkindale, Stephen P. Munn, Richard A. Redeker, Robin B. Smith, Stephen Stoneburn, Clay T. Whitehead, Judy A. Rice, and Robert F. Gunia as Directors/Trustees of each of the Funds. How the Fund Is Managed The Board of Directors/Trustees of each Fund approved a proposal under which the Board may authorize Prudential Investments LLC (PI or the Manager), subject to certain conditions, to enter into or amend subadvisory agreements without obtaining further shareholder approval. One of the conditions is that shareholders must first approve the grant of this ongoing authority to the Board of Directors/Trustees. Another condition is that this proposal may be implemented only if the Funds comply with the conditions of an exemptive order authorizing the arrangement previously issued by the Securities and Exchange Commission. Subject to the satisfaction of these conditions, which cannot be assured, PI would be permitted, with Board approval, but without further shareholder approval, to employ new subadvisers for a Fund (limited to subadvisers not affiliated with the Fund or PI), change the terms of a Fund's subadvisory agreements or enter into new subadvisory agreements with existing subadvisers. Shareholders of a Fund would continue to have the right to terminate a subadvisory agreement for a Fund at any time by a vote of the majority of the outstanding voting securities of the Fund. Shareholders would be notified of any subadviser changes or other material amendments to subadvisory agreements that occur under these arrangements. The Board of Directors/Trustees of each Fund also approved an amended management agreement with PI. If shareholders approve this amended contract, PI would be permitted to allocate and reallocate a Fund's assets among a Fund's subadviser(s), including Prudential Investment Management, Inc. and unaffiliated subadvisers, without obtaining further shareholder approval. Because Dryden Ultra Short Bond Fund already has a management structure that permits the arrangements described above, shareholders of this Fund do not need to vote on the management related proposals. Fundamental Investment Restrictions If approved by shareholders, each Fund's fundamental investment restrictions would be changed to provide PI and each Fund's subadviser with additional flexibility to pursue each Fund's investment objective, to allow each Fund to implement certain investment programs that may help each Fund to achieve economies of scale by participating in transactions with other Prudential Mutual Funds (Prudential Total Return Bond Fund, Inc. already has some ability to engage in these programs but, if the proposed restrictions are approved by shareholders, its policies would be made uniform with those of other Prudential Mutual Funds) and to eliminate certain restrictions that were imposed by state regulators that are no longer required or that were imposed years ago and do not support PI's and each subadvisers' strategy to pursue each Fund's investment objective. Substantive changes to certain fundamental investment restrictions are further explained below. Dryden Ultra Short Bond Fund already has adopted fundamental investment restrictions and policies similar to the proposed restrictions discussed below. Therefore, shareholders of this Fund do not need to vote on this Proposal. MF2003C5 Borrowing Money If approved by shareholders, each Fund's investment restriction regarding borrowing would be modified to allow borrowing money to the extent permitted under the Investment Company Act of 1940 and any applicable rules, regulations, exemptive orders, no-action letters or other relief granted by the Securities and Exchange Commission. If the modifications to the investment restriction are approved by shareholders, each Fund could borrow money for temporary, extraordinary or emergency purposes or for the clearance of transactions and to take advantage of investment opportunities. In addition, each Fund would be permitted to borrow money from other Prudential mutual funds if the Securities and Exchange Commission staff grants exemptive relief to permit borrowing and lending between the Funds and the Funds adopt such an inter-fund lending program. With respect to Prudential Total Return Bond Fund, Inc., which has the capability to engage in some of these transactions, this would increase the Fund's flexibility and its policies would be made uniform with those of other Prudential Mutual Funds, in connection with borrowing money. Lending If approved by shareholders, each Fund's investment restriction regarding lending would be modified to allow lending of Fund assets and money to the extent permitted under the Investment Company Act of 1940 and any applicable rules, regulations, exemptive orders, no-action letters or other relief granted by the Securities and Exchange Commission. The proposed disclosure more clearly describes each Fund's lending activities and plans to make loans of assets in the future. In addition, if the modifications to the investment restriction are approved by shareholders, each Fund would be permitted to lend money to other Prudential mutual funds if the Securities and Exchange Commission staff grants exemptive relief to permit borrowing and lending between the Funds and the Funds adopt such an inter-fund lending program. With respect to Prudential Total Return Bond Fund, Inc., the Fund has the capability to engage in some of these transactions and its lending policy would be made uniform with those of other Prudential Mutual Funds. Investments in Securities of Other Investment Companies If approved by shareholders, each Fund's investment restriction regarding the purchase of shares of investment companies will become a non-fundamental restriction, meaning that the Board could in the future modify or eliminate the restriction without further shareholder approval. If approved by shareholders, the Board of each Fund intends to modify the investment restriction to permit the Fund to invest uninvested cash in shares of affiliated mutual funds in an amount of up to 25% of the Fund's assets pursuant to an exemptive order issued by the Securities and Exchange Commission. The ability to invest in affiliated mutual funds may allow each Fund to reduce the administrative burdens and costs associated with investing in money market instruments and short-term debt securities by using an affiliated money market fund for short-term cash management purposes. To the extent a Fund invests in securities of investment companies, other than affiliated mutual funds pursuant to the cash management strategy described above, shareholders of a Fund may be subject to duplicate management and advisory fees. This investment restriction with respect to Prudential Total Return Bond Fund, Inc. has already been amended to implement the cash management strategy. Put and Call Options (Prudential Government Income Fund, Inc. and Prudential Municipal Bond Fund only) Currently, Prudential Government Income Fund, Inc. has a fundamental investment restriction that states that it may only write and purchase put and call options related to U.S. Government securities. If this proposal is adopted, this limitation will be eliminated and the Fund will have the ability to invest in options unrelated to U.S. Government securities, to the same extent as the other Funds. In addition, the Fund will be able to invest in other types of instruments that are the economic equivalent of options, also unrelated to U.S. Government securities, such as options on swaps and credit default swaps, which are discussed below. If the Fund adopts such a policy, the Fund may be subject to increased risks that are not present with options on U.S. Government securities, which are considered among the most creditworthy of fixed-income investments. For example, the Fund may be subject to heightened risk of share price volatility and counterparty default. High Income Series and Insured Series of Prudential Municipal Bond Fund currently have a fundamental investment restriction limiting their investments in puts, calls or combinations of these types of investments to certain puts and options on futures contracts. If this proposal is adopted, this limitation will become non-fundamental and the Funds will also have the ability to invest in options on swaps and, with respect to the High Income Series, credit default swaps and credit-linked securities. These investment types are discussed in the paragraph below. An option on a swap is a contract that gives a counterparty the right (but not the obligation) to enter into a new or modify an existing swap agreement, at some designated future time on specified terms. In a credit default swap transaction, the buyer is obligated to pay the seller a periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has occurred. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation (even if the reference obligation has little or no value) in exchange for the reference obligation. In addition to the risks of 'Derivatives' in the prospectus section entitled 'How the Fund Invests--Investment Risks' of the prospectus of each of these Funds, options on swaps and credit default swaps are subject to the risks that they may be difficult to value precisely or sell at the time or price desired, can increase share price volatility and derivatives that involve leverage could magnify losses. Credit-linked securities are securities that are collateralized by one or more credit default swaps on corporate credits. A fund would have the right to receive periodic interest payments from the issuer of the credit-linked security at an agreed-upon interest rate, and a return of principal at the maturity date. Credit-linked securities involve the risk that the issuer of the credit-linked security may default or go bankrupt, the credit risk of the corporate credits underlying the credit default swaps, limited liquidity or no liquidity, market risk and prepayment risk. State Charters If approved by shareholders, each Fund's state charter will be amended to modify or eliminate unnecessary or unduly burdensome provisions that do not optimally protect shareholder interests, to eliminate potential uncertainty regarding the application of certain state laws and to achieve consistent charter provisions for the Funds in each jurisdiction and, to the extent possible, across jurisdictions. Listed below are the names of the Prudential mutual funds and the dates of the Prospectuses to which this Supplement relates.
Name of Fund Prospectus Date - --------------------------------------------------------------------------- ------------------ Prudential California Municipal Fund California Series October 24, 2002 California Money Market Series October 24, 2002 California Income Series October 24, 2002 Prudential Government Income Fund, Inc. May 1, 2003 Prudential High Yield Fund, Inc. February 28, 2003 Prudential Municipal Bond Fund High Income Series June 28, 2002 Insured Series June 28, 2002 Prudential Municipal Series Fund Florida Series October 24, 2002 New Jersey Series October 24, 2002 New Jersey Money Market Series October 24, 2002 New York Series October 24, 2002 New York Money Market Series October 24, 2002 Pennsylvania Series October 24, 2002 Prudential National Municipals Fund, Inc. February 28, 2003 Prudential Short-Term Bond Fund, Inc. Prudential Short-Term Corporate Bond Fund February 19, 2003 Dryden Ultra Short Bond Fund February 19, 2003 Prudential Total Return Bond Fund, Inc. February 28, 2003
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