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Prudential National Municipals Fund, Inc.
Supplement dated December 30, 1994
Prospectus dated August 1, 1994
Manager
Effective January 1, 1995, Prudential Mutual Fund Management, Inc., the
Manager of the Fund, has voluntarily agreed to waive .05 of 1% of its management
fee. The Management Agreement between the Fund and the Manager provides for a
fee at the annual rate of .50 of 1% of the Fund's average daily net assets up to
and including $250 million, .475 of 1% of the next $250 million, .45 of 1% of
the next $500 million, .425 of 1% of the next $250 million, .40 of 1% of the
next $250 million and .375 of 1% of the Fund's average daily net assets in
excess of $1.5 billion. After the waiver, the management fee will be .45 of 1%
of the Fund's average daily net assets up to and including $250 million, .425 of
1% of the next $250 million, .40 of 1% of the next $500 million, .375 of 1% of
the next $250 million, .35 of 1% of the next $250 million and .325 of 1% of the
Fund's average daily net assets in excess of $1.5 billion. Annual fund operating
expenses for the Fund are set forth under ``Fund Expenses'' in the Prospectus.
The Manager may hereafter agree, from time to time, to further waive or modify
any waiver of its management fee and subsidize certain operating expenses of the
Fund. The Fund is not required to reimburse the Manager for such management fee
waiver or expense subsidy.
MF104 C-2
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