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PRUDENTIAL MUTUAL FUNDS
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Prudential High Yield Fund, Inc.
Supplement dated September 13, 2000
The following information supplements the Prospectus of each of the Funds
listed below.
ANNUAL OR SPECIAL MEETING OF SHAREHOLDERS
On August 22, 2000, the Board of Directors/Trustees approved the proposals
summarized below. The proposals will be submitted for approval by shareholders
of the Funds (or their respective series) at an Annual or Special Meeting of
Shareholders scheduled to be held on December 14, 2000.
Election of Directors/Trustees
All Funds. The Board of Directors/Trustees approved a proposal to elect
Eugene C. Dorsey, Delayne Dedrick Gold, Robert F. Gunia, Thomas T. Mooney,
Stephen P. Munn, David R. Odenath, Jr., Richard A. Redeker, John R. Strangfeld,
Jr., Nancy H. Teeters and Louis A. Weil, as Directors/Trustees of each of the
Funds.
How the Fund is Managed--Manager
All Funds. Prudential Investments Fund Management LLC (PIFM or the Manager)
manages each Fund's investment operations and is responsible for supervising the
Fund's subadviser, The Prudential Investment Corporation (Prudential
Investments). The Board of Directors/Trustees of each Fund approved an amendment
to the management contract with PIFM to provide PIFM with flexibility to select
additional investment advisers and allocate Fund assets to them for management.
Specifically, if shareholders approve the amended management contract, PIFM will
have the authority (1) to hire one or more additional investment advisers for a
Fund, subject to Board approval, and (2) to allocate and reallocate Fund assets
among such advisers and Prudential Investments.
The Board also considered an amendment to the investment advisory contract
with Prudential Investments, which will be submitted to shareholders for their
approval. The proposed amendment provides that PIFM may increase or decrease,
without limitation, the allocation of Fund assets under the management of
Prudential Investments, and
MF2000C7
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that Prudential Investments will be compensated only with respect to assets
allocated to its management.
The proposal to allow the Fund to employ other investment advisers without a
shareholder vote is subject to certain conditions. The first condition is that
Fund shareholders must approve this grant of authority to the Board of
Directors/Trustees. Second, this proposal may be implemented only if the Fund is
permitted to rely on an exemptive order previously issued by the Securities and
Exchange Commission or receives a new exemptive order authorizing the
arrangement.
Subject to satisfaction of these two conditions, which cannot be assured, the
Manager would be permitted, with Board approval but without further shareholder
approval, to employ new investment advisers for a Fund, change the terms of a
Fund's investment advisory agreements or enter into new investment advisory
agreements with existing advisers. Shareholders would be notified of any changes
in advisers or of any material amendments to advisory agreements. Shareholders
of a Fund would continue to have the right to terminate an investment advisory
agreement for a Fund at any time by a vote of the majority of the outstanding
voting securities of the Fund.
Borrowing
All Funds (except Prudential Total Return Bond Fund, Inc.). If approved by
shareholders, each applicable Fund's investment restriction regarding borrowing
would be modified to allow borrowing of up to 33 1/3% of a Fund's total assets
and to delete the requirement that such borrowing can be made only from banks.
Investment in Securities of Other Investment Companies
All Funds (except Prudential Total Return Bond Fund, Inc.). If approved by
shareholders, each applicable Fund's investment restriction regarding the
purchase of shares of investment companies would be modified to permit each Fund
to invest in the shares of other registered investment companies as permitted
under applicable law or by an order of the Commission. To the extent that a Fund
does invest in securities of other investment companies, shareholders may be
subject to duplicate management and advisory fees.
Securities Lending
All Funds (except Prudential Total Return Bond Fund, Inc.). If approved by
shareholders, each applicable Fund's investment restriction regarding securities
lending would be modified to permit each
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Fund to make loans of portfolio securities in amounts up to 33 1/3% of the
Fund's total assets and as permitted by an order of the Commission.
OTHER MATTERS
Prudential Municipal Series Fund and Prudential Government Securities Trust.
Shareholders of Prudential Municipal Series Fund (Connecticut Money Market
Series, Massachusetts Series, Massachusetts Money Market Series, North Carolina
Series and Ohio Series) and Prudential Government Securities Trust
(Short-Intermediate Term Series) are each expected to vote on a proposal to
merge their Series into another Prudential mutual fund prior to the shareholder
meetings described above. If shareholders of these Series do not approve the
proposed merger, shareholders of those Series will likely be solicited to vote
on the matters described above under 'ANNUAL OR SPECIAL MEETING OF
SHAREHOLDERS'.
Listed below are the names of the Prudential Mutual Funds and the dates of
the Prospectus to which this Supplement relates.
Name of Fund Prospectus Date
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Prudential California Municipal Fund
California Series December 23, 1999
California Income Series December 23, 1999
California Money Market Series December 23, 1999
Prudential Government Income Fund, Inc. May 4, 2000
Prudential Government Securities Trust
Money Market Series January 31, 2000
Short-Intermediate Term Series January 31, 2000
U.S. Treasury Money Market Series January 31, 2000
Prudential High Yield Fund, Inc. March 3, 2000
Prudential High Yield Total Return Fund,
Inc. June 5, 2000
Prudential Municipal Bond Fund
High Income Series June 30, 2000
Insured Series June 30, 2000
Prudential Municipal Series Fund
Connecticut Money Market Series December 23, 1999
Florida Series December 23, 1999
Massachusetts Series December 23, 1999
Massachusetts Money Market Series December 23, 1999
New Jersey Series December 23, 1999
New Jersey Money Market Series December 23, 1999
New York Series December 23, 1999
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Name of Fund Prospectus Date
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New York Money Market Series December 23, 1999
North Carolina Series December 23, 1999
Ohio Series December 23, 1999
Pennsylvania Series December 23, 1999
Prudential National Municipals Fund, Inc. March 3, 2000
Prudential Short-Term Corporate Bond Fund,
Inc. May 1, 2000
Prudential Total Return Bond Fund, Inc. May 12, 2000
