<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1995
REGISTRATION NO. 2-68723
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 23 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 24 /X/
(Check appropriate box or boxes)
------------------------
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA,
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices)(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250
S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Name and Address of Agent for Service of Process)
Approximate date of proposed public offering:
As soon as practicable after the effective
date of the Registration Statement.
It is proposed that this filing will become effective
(check appropriate box):
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/X/ on March 4, 1996 pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
/X/ this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment (Post-Effective Amendment No. 21).
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has previously registered an indefinite number of shares of its Common Stock,
par value $.01 per share. The Registrant filed a notice under such Rule for its
fiscal year ended September 30, 1995 on November 15, 1995.
- --------------------------------------------------------------------------------
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<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ----------------------------------------------- ----------------------------------
<S> <C> <C> <C>
PART A
Item 1. Cover Page........................ Cover Page
Item 2. Synopsis.......................... Fund Expenses
Item 3. Condensed Financial Information... Fund Expenses; Financial
Highlights; How the Fund
Calculates Performance
Item 4. General Description of Cover Page; Fund Highlights; How
Registrant........................ the Fund Invests; General
Information
Item 5. Management of the Fund............ Financial Highlights; How the Fund
is Managed
Item 6. Capital Stock and Other Taxes, Dividends and
Securities........................ Distributions; General Information
Item 7. Purchase of Securities Being Shareholder Guide; How the Fund
Offered........................... Values its Shares
Item 8. Redemption or Repurchase.......... Shareholder Guide; How the Fund
Values its Shares; General
Information
Item 9. Pending Legal Proceedings......... Not Applicable
PART B
Item 10. Cover Page........................ Cover Page
Item 11. Table of Contents................. Table of Contents
Item 12. General Information and History... General Information
Item 13. Investment Objectives and Investment Objective and Policies;
Policies.......................... Investment Restrictions
Item 14. Management of the Fund............ Directors and Officers; Manager;
Distributor
Item 15. Control Persons and Principal Not Applicable
Holders of Securities.............
Item 16. Investment Advisory and Other Manager; Distributor; Custodian,
Services.......................... Transfer and Dividend Disbursing
Agent and Independent Accountants
Item 17. Brokerage Allocation and Other Portfolio Transactions and
Practices......................... Brokerage
Item 18. Capital Stock and Other Not Applicable
Securities........................
Item 19. Purchase, Redemption and Pricing Purchase and Redemption of Fund
of Securities Being Offered....... Shares; Shareholder Investment
Account; Net Asset Value
Item 20. Tax Status........................ Taxes
Item 21. Underwriters...................... Distributor
Item 22. Calculation of Performance Data... Performance Information
Item 23. Financial Statements.............. Financial Statements
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment
to the Registration Statement.
</TABLE>
<PAGE>
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
(CLASS Z SHARES)
- ----------------------------------------------------------------
PROSPECTUS DATED MARCH 4, 1996
- ----------------------------------------------------------------
Prudential Growth Opportunity Fund, Inc. (the Fund) is an open-end, diversified
management investment company whose objective is capital growth. The Fund
intends to invest principally in a carefully selected portfolio of common
stocks--generally small company stocks having prospects of a high return on
equity, increasing earnings, increasing dividends (or an expectation of
dividends) and price-earnings ratios which are not excessive. The Fund's
purchase and sale of put and call options and related short-term trading may
result in a high portfolio turnover rate. These activities may be considered
speculative and may result in higher risks and costs to the Fund. The Fund may
also buy and sell stock index futures and may buy and sell options on stock
indices in accordance with limits described herein. There can be no assurance
that the Fund's investment objective will be achieved. See "How the Fund
Invests--Investment Objective and Policies." The Fund's address is One Seaport
Plaza, New York, New York 10292, and its telephone number is (800) 225-1852.
Class Z shares are offered exclusively for sale to participants in the PSI
401(k) Plan, an employee benefit plan sponsored by Prudential Securities
Incorporated (the PSI 401(k) Plan or the Plan). Only Class Z shares are offered
through this Prospectus. The Fund also offers Class A, Class B and Class C
shares through the attached Prospectus dated November 29, 1995 (the Retail Class
Prospectus) which is a part hereof.
This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Additional information about
the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated November 29, 1995, which information
is incorporated herein by reference (is legally considered a part of this
Prospectus) and is available without charge upon request to the Fund, at the
address or telephone number noted above.
- --------------------------------------------------------------------------------
INVESTORS ARE ADVISED TO READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE
REFERENCE.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
FUND EXPENSES
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES CLASS Z SHARES
---------------
<S> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)................. None
Maximum Sales Load or Deferred Sales Load Imposed on Reinvested Dividends.................. None
Deferred Sales Load (as a percentage of original purchase price or redemption proceeds,
whichever is lower)....................................................................... None
Redemption Fees............................................................................ None
Exchange Fee............................................................................... None
<CAPTION>
ANNUAL FUND OPERATING EXPENSES CLASS Z SHARES*
---------------
<S> <C>
(as a percentage of average net assets)
Management Fees............................................................................ .70%
12b-1 Fees................................................................................. None
Other Expenses............................................................................. .38%
Total Fund Operating Expenses.............................................................. 1.08%
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- -------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual return
and (2) redemption at the end of each time period:
Class Z*.............................................................................. $ 11 $ 35 $ 60 $ 133
[The above example is based on expenses expected to have been incurred if Class Z shares had been in existence during the fiscal
year ended September 30, 1995.] THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of this table is to assist investors in understanding the various costs and expenses that an investor in Class Z
shares of the Fund will bear, whether directly or indirectly. For more complete descriptions of the various costs and expenses,
see "How the Fund is Managed." "Other Expenses" includes operating expenses of the Fund, such as directors' and professional
fees, registration fees, reports to shareholders, transfer agency and custodian fees and franchise taxes.
<FN>
--------------
*[Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence during the fiscal year ended September 30,1995.]
</TABLE>
2
<PAGE>
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND IS MANAGED--DISTRIBUTOR"
IN THE RETAIL CLASS PROSPECTUS:
Prudential Securities serves as the Distributor of Class Z shares and incurs
the expenses of distributing the Fund's Class Z shares under a Distribution
Agreement with the Fund, none of which is reimbursed by or paid for by the Fund.
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND VALUES ITS SHARES" IN
THE RETAIL CLASS PROSPECTUS:
The NAV of Class Z shares will generally be higher than the NAV of Class A,
Class B or Class C shares as a result of the fact that Class Z shares are not
subject to any distribution and/or service fee. It is expected, however, that
the NAV of the four classes will tend to converge immediately after the
recording of dividends, which will differ by approximately the amount of the
distribution-related expense accrual differential among the classes.
THE FOLLOWING INFORMATION SUPPLEMENTS "TAXES, DIVIDENDS AND
DISTRIBUTIONS--TAXATION OF SHAREHOLDERS" IN THE RETAIL CLASS PROSPECTUS:
As a qualified plan, the PSI 401(k) Plan generally pays no federal income
tax. Individual participants in the Plan should consult Plan documents and their
own tax advisers for information on the tax consequences associated with
participating in the PSI 401(k) Plan.
The per share dividends on Class Z shares will generally be higher than the
per share dividends on Class A, Class B or Class C shares as a result of the
fact that Class Z shares are not subject to any distribution or service fee.
THE FOLLOWING INFORMATION REPLACES THE INFORMATION UNDER "SHAREHOLDER
GUIDE--HOW TO BUY SHARES OF THE FUND" AND "SHAREHOLDER GUIDE--HOW TO SELL YOUR
SHARES" IN THE RETAIL CLASS PROSPECTUS:
Class Z shares of the Fund are offered exclusively for sale to participants
in the PSI 401(k) Plan. Such shares may be purchased or redeemed only by the
Plan on behalf of individual plan participants at NAV without any sales or
redemption charge. Class Z shares are not subject to any minimum investment
requirements. The Plan purchases and redeems shares to implement the investment
choices of individual plan participants with respect to contributions in the
Plan. All purchases by the Plan will be for Class Z shares. Individual Plan
participants should contact the Prudential Securities Benefits Department for
information on making or changing investment choices. The Prudential Securities
Benefits Department is located at One Seaport Plaza, 33rd Floor, New York, New
York 10292 and may be reached by calling (212) 214-7194.
The average net asset value per share at which shares of the Fund are
purchased or redeemed by the Plan for the accounts of individual plan
participants might be more or less than the net asset value per share prevailing
at the time that such participants made their investment choices or made their
contributions to the Plan.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO EXCHANGE
YOUR SHARES" IN THE RETAIL CLASS PROSPECTUS:
Effective as of the date of this Prospectus, Class A shares held through the
PSI 401(k) Plan on behalf of participants will be automatically exchanged for
Class Z shares. You should contact the Prudential Securities Benefits Department
about how to exchange your Class Z shares for Class Z shares of other Prudential
Mutual Funds. See "How to Buy Shares of the Fund" above.
THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND
HIGHLIGHTS" IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.
3
<PAGE>
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
SUPPLEMENT DATED MARCH 4, 1996 TO
PROSPECTUS DATED NOVEMBER 29, 1995
THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION--DESCRIPTION OF
COMMON STOCK" IN THE PROSPECTUS:
The Fund is authorized to offer 1 billion shares of common stock, $.01 par
value per share, divided into four classes of shares, designated Class A, Class
B, Class C and Class Z shares, each consisting of 250 million authorized shares.
Each class represents an interest in the same assets of the Fund and is
identical in all respects except that (i) each class is subject to different
sales charges and distribution and/or service fees, which may affect
performance, (ii) each class has exclusive voting rights on any matter submitted
to shareholders that relates solely to its arrangement and has separate voting
rights on any matter submitted to shareholders in which the interests of one
class differ from the interests of any other class, (iii) each class has a
different exchange privilege, (iv) only Class B shares have a conversion feature
and (v) Class Z shares are offered exclusively for sale to participants in the
PSI 401(k) Plan, an employee benefit plan sponsored by Prudential Securities.
Since Class B and Class C shares generally bear higher distribution expenses
than Class A shares, the liquidation proceeds to shareholders of those classes
are likely to be lower than to Class A shareholders and to Class Z shareholders,
whose shares are not subject to any distribution and/or service fee. In
accordance with the Fund's Articles of Incorporation, the Board of Directors may
authorize the creation of additional series and classes within such series, with
such preferences, privileges, limitations and voting and dividend rights as the
Directors may determine. Currently, the Fund is offering four classes,
designated Class A, Class B, Class C and Class Z shares.
[THE FOLLOWING INFORMATION FOR THE CLASS Z SHARES SUPPLEMENTS "HOW THE FUND
CALCULATES PERFORMANCE" IN THE PROSPECTUS:
The Fund will include performance data for each class of shares offered
through the Prospectus in any advertisement or information including performance
data of the Fund.]
<PAGE>
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
Supplement dated March 4, 1996 to
Statement of Additional Information dated
November 29, 1995
THE FOLLOWING INFORMATION SUPPLEMENTS "DIRECTORS AND OFFICERS" IN THE STATEMENT
OF ADDITIONAL INFORMATION:
As of December 1, 1995, the Directors and officers of the Fund, as a group,
owned less than 1% of the outstanding common stock of the Fund.
As of December 1, 1995, the only beneficial owner, directly or indirectly,
of more than 5% of the outstanding shares of any class of beneficial interest
was: Robert I. Orestein, P.O. Box 2009, Peck Slip Station, New York, NY, who
held 11,098 Class C shares (7.5%).
As of December 1, 1995, Prudential Securities was the record holder for
other beneficial owners of 7,354,833 Class A shares (or 41% of the outstanding
Class A shares), 19,539,679 Class B shares (or 70% of the outstanding Class B
shares) and 98,795 Class C shares (or 67% of the outstanding Class C shares) of
the Fund. In the event of any meetings of shareholders, Prudential Securities
will forward, or cause the forwarding of, proxy materials to the beneficial
owners for which it is the record holder.
THE FOLLOWING INFORMATION SUPPLEMENTS "DISTRIBUTOR" IN THE STATEMENT OF
ADDITIONAL INFORMATION:
Prudential Securities serves as the Distributor of Class Z shares and incurs
the expenses of distributing the Fund's Class Z shares under a Distribution
Agreement with the Fund, none of which are reimbursed by or paid for by the
Fund.
THE FOLLOWING INFORMATION SUPPLEMENTS "PURCHASE AND REDEMPTION OF FUND SHARES"
IN THE STATEMENT OF ADDITIONAL INFORMATION:
Shares of the Fund may be purchased at a price equal to the next determined
net asset value per share plus a sales charge which, at the election of the
investor, may be imposed either (i) at the time of purchase (Class A shares) or
(ii) on a deferred basis (Class B or Class C shares). Class Z shares of the Fund
are not subject to any sales or redemption charge and are offered exclusively
for sale to participants in the Prudential Securities 401(k) Plan, an employee
benefit plan sponsored by Prudential Securities (the PSI 401(k) Plan). See
"Shareholder Guide--How to Buy Shares of the Fund" in the Prospectus.
Each class represents an interest in the same assets of the Fund and is
identical in all respects except that (i) each class is subject to different
sales charges and distribution and/or service expenses, which may affect
performance, (ii) each class has exclusive voting rights on any matter submitted
to shareholders that relates solely to its arrangement and has separate voting
rights on any matter submitted to shareholders in which the interests of one
class differ from the interests of any other class, (iii) each class has a
different exchange privilege, (iv) only Class B shares have a conversion feature
and (v) Class Z shares are offered exclusively for sale to participants in the
PSI 401(k) Plan. See "Distributor." Each class also has separate exchange
privileges. See "Shareholder Investment Account--Exchange Privilege."
SPECIMEN PRICE MAKE-UP SHEET
Under the current distribution arrangements between the Fund and the
Distributor, Class Z* shares are sold at net asset value. Using the Fund's net
asset value at September 30, 1995, the maximum offering price of Class Z shares
is as follows:
<TABLE>
<S> <C>
CLASS Z
Net asset value, offering price and redemption price per Class Z share*.................. $ 13.56
---------
---------
</TABLE>
- ------------------------
* Class Z shares did not exist prior to March 4, 1996.
1
<PAGE>
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER INVESTMENT ACCOUNT--EXCHANGE
PRIVILEGE" IN THE STATEMENT OF ADDITIONAL INFORMATION:
CLASS Z. Class Z shares may be exchanged for Class Z shares of the funds
listed below which participate in the PSI 401(k) Plan. No fee or sales load will
be imposed upon the exchange.
Prudential Allocation Fund
(Balanced Portfolio)
Prudential Equity Income Fund
Prudential Equity Fund, Inc.
Prudential Global Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
(Money Market Series)
Prudential High Yield Fund, Inc.
Prudential MoneyMart Assets, Inc.
Prudential Multi-Sector Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Prudential Utility Fund, Inc.
2
<PAGE>
The Prospectus and Statement of Additional Information dated November 29,
1995 are incorporated herein by reference in their entirety from Post-Effective
Amendment No. 22 to Registrant's Registration Statement (File 2-68723) filed via
EDGAR on November 28, 1995.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS:
(1) The Financial Statements in Parts A and B, as applicable, to this
Post-Effective Amendment to the Registration Statement on Form N-1A
(File No. 2-68723).
Financial Highlights for the ten year period ended September 30, 1995
(Part A).
Portfolio of Investments at September 30, 1995 (Part B).
Statement of Assets and Liabilities at September 30, 1995 (Part B).
Statement of Operations for the year ended September 30, 1995 (Part B).
Statement of Changes in Net Assets for the years ended September 30,
1994 and 1995 (Part B).
Notes to Financial Statements (Part B).
Financial Highlights for each of the five years ended September 30, 1995
(Part B).
Report of Independent Accountants (Part B).
(B) EXHIBITS:
1. (a) Amended and Restated Articles of Incorporation. Incorporated by
reference to Exhibit 1(e) to Post-Effective Amendment No. 17 to the
Registration Statement filed on Form N-1A via EDGAR on November 29, 1993
(File No. 2-68723).
(b) Articles of Amendment. Incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 20 to the Registration Statement filed on
Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723).
2. Amended and Restated By-Laws. Incorporated by reference to Exhibit 2(d)
to Post-Effective Amendment No. 17 to the Registration Statement on Form
N-1A via EDGAR filed on November 29, 1993 (File No. 2-68723).
4. Instruments defining rights of holders of the securities being offered.
Incorporated by reference to Exhibit 4(c) to Post-Effective Amendment No.
17 to the Registration Statement filed on Form N-1A via EDGAR filed on
November 29, 1993 (File No. 2-68723).
5. (a) Management Agreement between the Registrant and Prudential Mutual
Fund Management Inc. Incorporated by reference to Exhibit No. 5(a) to
Post-Effective Amendment No. 13 to the Registration Statement on Form
N-1A (File No. 2-68723).
(b) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation, incorporated by reference
to Exhibit No. 5(b) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A (File No. 2-68723).
6. (a) Distribution Agreement for Class A shares. Incorporated by reference
to Exhibit 6(a) to Post-Effective Amendment No. 20 to the Registration
Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No.
2-68723).
(b) Distribution Agreement for Class B shares. Incorporated by reference
to Exhibit 6(b) to Post-Effective Amendment No. 20 to the Registration
Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No.
2-68723).
(c) Distribution Agreement for Class C shares. Incorporated by reference
to Exhibit 6(c) to Post-Effective Amendment No. 20 to the Registration
Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No.
2-68723).
(d) Form of Distribution Agreement for Class Z shares. Incorporated by
reference to Exhibit 6(d) to Post-Effective Amendment No. 21 to the
Registration Statement filed on Form N-1A via EDGAR on October 20, 1995
(File No. 2-68723).
8. Custodian Agreement between the Registrant and State Street Bank and
Trust Company. Incorporated by reference to Exhibit No. 8(b) to
Post-Effective Amendment 14 to the Registration Statement on Form N-1A
(File No. 2-68723).
C-1
<PAGE>
9. Transfer Agency Agreement between the Registrant and Prudential Mutual
Fund Services, Inc., dated January 1, 1988. Incorporated by reference to
Exhibit No. 9 to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A (File No. 2-68723).
10. Opinion of Sullivan & Cromwell. Incorporated by reference to Exhibit No.
10 to Post-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 2-68723).
11. Consent of Independent Accountants.*
13. Purchase Agreement. Incorporated by reference to Exhibit No. 13 to
Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 2-68723).
15. (a) Distribution and Service Plan for Class A shares. Incorporated by
reference to Exhibit 15(a) to Post-Effective
Amendment No. 20 to the Registration Statement filed on Form N-1A via
EDGAR on November 29, 1994 (File No. 2-68723).
(b) Distribution and Service Plan for Class B shares. Incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 20 to the
Registration Statement filed on Form N-1A via EDGAR on November 29, 1994
(File No. 2-68723).
(c) Distribution and Service Plan for Class C shares. Incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 20 to the
Registration Statement filed on Form N-1A via EDGAR on November 29, 1994
(File No. 2-68723).
16. (a) Schedule of Computation of Performance Quotations. Incorporated by
reference to Exhibit No. 16 to Post-Effective Amendment No. 13 to
Registration Statement on Form N-1A (File No. 2-68723).
(b) Schedule of Computation of 30-day yield. Incorporated by reference
to Exhibit No. 16(b) to Post-Effective Amendment 17 to the Registration
Statement on Form N-1A via EDGAR filed on November 29, 1993 (File No.
2-68723).
17. Financial Data Schedule. Filed as Exhibit 17 to Post-Effective Amendment
No. 22 to Registration Statement on Form N-1A filed via EDGAR on November
28, 1995 (File No. 2-68723).
18. Rule 18f-3 Plan. Incorporated by reference to Exhibit 18 to
Post-Effective Amendment No. 21 to the Registration Statement filed on
Form N-1A via EDGAR on October 20, 1995 (File No. 2-68723).
- ------------------------
*Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of December 1, 1995 there were 33,736, 52,950 and 465 record holders of
Class A, Class B and Class C common stock, $.01 par value per share, of the
Registrant, respectively.
ITEM 27. INDEMNIFICATION.
As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any stockholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of Maryland
C-2
<PAGE>
General Corporation Law permits indemnification of directors who acted in good
faith and reasonably believed that the conduct was in the best interests of the
Registrant. As permitted by Section 17(i) of the 1940 Act, pursuant to Section
10 of each Distribution Agreement (Exhibits 6(b) and (c) to the Registration
Statement), each Distributor of the Registrant may be indemnified against
liabilities which it may incur, except liabilities arising from bad faith, gross
negligence, willful misfeasance or reckless disregard of duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of such
issue.
The Registrant has purchased an insurance policy insuring its officers and
directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and directors under certain circumstances.
Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain
in effect and are consistently applied.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
(a) Prudential Mutual Fund Management, Inc.
See "How the Fund is Managed" in the Prospectus constituting Part A of this
Registration Statement and "Manager" in the Statement of Additional Information
constituting Part B of this Registration Statement.
The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed in March 30, 1995).
C-3
<PAGE>
The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- -------------------- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Brendan D. Boyle Executive Vice President, Executive Vice President, Director of Marketing and Director, PMF; Senior Vice
Director of Marketing and President, Prudential Securities Incorporated (Prudential Securities);
Director Chairman and Director, Prudential Mutual Fund Distributors, Inc. (PMFD)
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President, Prudential Securities; Vice
President, PMFD
Frank W. Giordano Executive Vice President, Executive Vice President, General Counsel, Secretary and Director, PMF and
General Counsel, Secretary PMFD; Senior Vice President, Prudential Securities; Director, Prudential
and Director Mutual Fund Services, Inc. (PMFS)
Robert F. Gunia Executive Vice President, Executive Vice President, Chief Financial and Administrative Officer,
Chief Financial and Treasurer and Director, PMF; Senior Vice President, Prudential Securities;
Administrative Officer, Executive Vice President, Chief Financial Officer, Treasurer and Director,
Treasurer and Director PMFD; Director, PMFS
Theresa A. Hamacher Director Director, PMF; Vice President, Prudential; Vice President, Prudential
Prudential Plaza Investment Corporation (PIC)
Newark, N.J. 07102
Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating Officer and Director,
Raritan Plaza One PMFD; Chief Executive Officer and Director, PMFS; Director, PMF
Edison, N.J. 08837
Richard A. Redeker President, Chief Executive President, Chief Executive Officer and Director, PMF; Executive Vice
Officer and Director President, Director and Member of the Operating Committee, Prudential
Securities; Director, Prudential Securities Group, Inc. (PSG); Executive
Vice President, PIC; Director, PMFD; Director, PMFS
S. Jane Rose Senior Vice President, Senior Vice President, Senior Counsel and Assistant Secretary, PMF; Senior
Senior Counsel and Assistant Vice President and Senior Counsel, Prudential Securities
Secretary
</TABLE>
(b) The Prudential Investment Corporation (PIC)
See "How the Fund is Managed--Subadviser" in the Prospectus constituting
Part A of this Registration Statement and "Subadviser" in the Statement of
Additional Information constituting Part B of this Registration Statement.
The business and other connections of PIC's directors and executive officers
are as set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07102.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ------------------------- --------------------- ----------------------------------------------------------------
<S> <C> <C>
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice President and
51 JFK Parkway and Director Director, PIC
Short Hills, NJ 07078
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ------------------------- --------------------- ----------------------------------------------------------------
<S> <C> <C>
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director, PMF
Harry E. Knapp, Jr. President, Chairman President, Chairman of the Board, Chief Executive Officer and
of the Board, Chief Director, PIC; Vice President, Prudential
Executive Officer and
Director
William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice President, PIC
Four Gateway Center
Newark, NJ 07102
Richard A. Redeker Executive Vice President, Chief Executive Officer and Director, PMF; Executive
One Seaport Plaza President Vice President, Director and Member of the Operating
New York, NY 10292 Committee, Prudential Securities; Director, PSG; Executive
Vice President, PIC; Director, PMFD; Director, PMFS
Eric A. Simonson Vice President and Vice President and Director, PIC; Executive Vice President,
Director Prudential
Claude J. Zinngrabe, Jr. Executive Vice Vice President, Prudential; Executive Vice President, PIC
President
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS.
(a)(i) Prudential Securities Incorporated
Prudential Securities Incorporated is distributor for Prudential Government
Securities Trust (Short-Intermediate Term Series), Prudential Jennison Fund,
Inc., The Target Portfolio Trust, for Class B and Class C shares of Prudential
Allocation Fund, Prudential California Municipal Fund (California Income Series
and California Series), Prudential Diversified Bond Fund, Inc., Prudential
Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe Growth Fund,
Inc., Prudential Global Fund, Inc., Prudential Global Genesis Fund, Inc.,
Prudential Global Limited Maturity Fund, Inc., Prudential Global Natural
Resources Fund, Inc., Prudential Government Income Fund, Inc., Prudential Growth
Opportunity Fund, Inc., Prudential Mortgage Income Fund, Inc., Prudential High
Yield Fund, Inc., Prudential Intermediate Global Income Fund, Inc., Prudential
Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal
Series Fund (except New York Money Market Series, Connecticut Money Market
Series, Massachusetts Money Market Series and New Jersey Money Market Series),
Prudential National Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc.,
Prudential Structured Maturity Fund, Inc., Prudential U.S. Government Fund,
Prudential Utility Fund, Inc., Global Utility Fund, Inc., Nicholas-Applegate
Fund, Inc. (Nicholas-Applegate Growth Equity Fund) and The BlackRock Government
Income Trust. Prudential Securities is also a depositor for the following unit
investment trusts:
Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust
C-5
<PAGE>
(ii) Prudential Mutual Fund Distributors, Inc.
Prudential Mutual Fund Distributors, Incorporated is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Institutional Liquidity Portfolio Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential-Bache Special Money Market Fund, Inc. (d/b/a Prudential
Special Money Market Fund), Prudential Structured Maturity Fund, Inc.,
Prudential Tax-Free Money Fund, Inc., and for Class A shares of Prudential
Allocation Fund, Prudential California Municipal Fund (California Income Series
and California Series), Prudential Diversified Bond Fund, Inc., Prudential
Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe Growth Fund,
Inc., Prudential Global Fund, Inc., Prudential Global Genesis Fund, Inc.,
Prudential Global Limited Maturity Fund, Inc., Prudential Global Natural
Resources Fund, Inc., Prudential Government Income Fund, Inc., Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential Growth Opportunity Fund, Inc., Prudential High Yield Fund,
Inc., Prudential Intermediate Global Income Fund, Inc., Prudential-Bache
MoneyMart Assets Inc. (d/ b/a Prudential MoneyMart Assets), Prudential Mortgage
Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond
Fund, Prudential Municipal Series Fund (Connecticut Money Market Series,
Massachusetts Money Market Series and New York Money Market Series and New
Jersey Money Market Series), Prudential National Municipals Fund, Inc.,
Prudential Pacific Growth Fund, Inc., Prudential Structured Maturity Fund,
Prudential U.S. Government Fund, Prudential Utility Fund, Inc., Global Utility
Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity
Fund) and The BlackRock Government Income Trust.
(b)(i) Information concerning the officers and directors of Prudential
Securities Incorporated is set forth below.
<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME* UNDERWRITER REGISTRANT
- ------------------------------ ----------------------------------------------------------------------- --------------
<S> <C> <C>
Robert C. Golden.............. Executive Vice President and Director None
One New York Plaza
New York, NY 10292
Alan D. Hogan................. Executive Vice President, Chief Administrative Officer and Director None
George A. Murray.............. Executive Vice President and Director None
Leland B. Paton .............. Executive Vice President and Director None
One New York Plaza
New York, NY 10292
Martin Pfinsgraff............. Executive Vice President, Chief Financial Officer and Director None
Vincent T. Pica, II........... Executive Vice President and Director None
One New York Plaza
New York, NY 10292
Richard A. Redeker............ Executive Vice President and Director President and
Director
Hardwick Simmons.............. Chief Executive Officer, President and Director None
Lee B. Spencer................ General Counsel, Executive Vice President, Secretary and Director None
<FN>
- ------------------------
* The address of each person named in One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
</TABLE>
(ii) Information concerning the officers and directors of Prudential Mutual
Fund Distributors, Inc. is set forth below.
<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME (1) UNDERWRITER REGISTRANT
- ------------------------------ ----------------------------------------------------------------------- --------------
<S> <C> <C>
Joanne Accurso-Soto........... Vice President None
Dennis N. Annarumma........... Vice President, Assistant Treasurer and Assistant Comptroller None
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME (1) UNDERWRITER REGISTRANT
- ------------------------------ ----------------------------------------------------------------------- --------------
<S> <C> <C>
Phyllis J. Berman............. Vice President None
Brendan D. Boyle.............. Chairman and Director None
Stephen P. Fisher............. Vice President None
Frank W. Giordano............. Executive Vice President, General Counsel, Secretary and Director None
Robert F. Gunia............... Executive Vice President, Treasurer, Chief Financial Officer, Treasurer Vice President
and Director
Timothy J. O'Brien ........... President, Chief Executive Officer, Chief Operating Officer and None
Raritan Plaza One Director
Edison, N.J. 08837
Richard A. Redeker............ Director Director and
President
Andrew J. Varley ............. Vice President None
Raritan Plaza One
Edison, N.J. 08837
<FN>
- ------------------------
(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
</TABLE>
(c) Registrant has no principal underwriter who is not an affiliated person
of the Registrant.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of
State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, The Prudential Investment Corporation, Prudential Plaza,
745 Broad Street, Newark, New Jersey 07102, the Registrant, One Seaport Plaza,
New York, New York 10292, and Prudential Mutual Fund Services, Inc., Raritan
Plaza One, Edison, New Jersey 08837. Documents required by Rules 31a-1(b)(5),
(6), (7), (9), (10) and (11) and 31a-1(f) will be kept at Three Gateway Center,
documents required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at One Seaport
Plaza and the remaining accounts, books and other documents required by such
other pertinent provisions of Section 31(a) and the Rules promulgated thereunder
will be kept by State Street Bank and Trust Company and Prudential Mutual Fund
Services, Inc.
ITEM 31. MANAGEMENT SERVICES.
Other than as set forth under the captions "How the Fund is
Managed--Manager" and "How the Fund is Managed-- Distributor" in the Prospectus
and the captions "Manager" and "Distributor" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration
Statement, Registrant is not a party to any management-related service contract.
ITEM 32. UNDERTAKINGS.
The Registrant hereby undertakes to furnish each person to whom a Prospectus
is delivered with a copy of Registrant's latest annual report to shareholders
upon request and without charge.
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York, on the 18th day of December, 1995.
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
/s/ Richard A. Redeker
---------------------------------------------------------------------------
(RICHARD A. REDEKER, PRESIDENT)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------ --------------------------------------------
<S> <C> <C>
/s/ Richard A. Redeker President and Director December 18, 1995
- ------------------------------------
RICHARD A. REDEKER
/s/ Delayne Dedrick Gold Director December 18, 1995
- ------------------------------------
DELAYNE DEDRICK GOLD
/s/ Arthur Hauspurg Director December 18, 1995
- ------------------------------------
ARTHUR HAUSPURG
/s/ Harry A. Jacobs, Jr. Director December 18, 1995
- ------------------------------------
HARRY A. JACOBS, JR.
/s/ Stephen P. Munn Director December 18, 1995
- ------------------------------------
STEPHEN P. MUNN
/s/ Louis A. Weil, III Director December 18, 1995
- ------------------------------------
LOUIS A. WEIL, III
/s/ Eugene S. Stark Treasurer and Principal December 18, 1995
- ------------------------------------ Financial and Accounting
EUGENE S. STARK Officer
</TABLE>
<PAGE>
EXHIBIT INDEX
(B) EXHIBITS:
1. (a) Amended and Restated Articles of Incorporation. Incorporated by
reference to Exhibit 1(e) to Post-Effective Amendment No. 17 to the
Registration Statement filed on Form N-1A via EDGAR on November 29, 1993
(File No. 2-68723).
(b) Articles of Amendment. Incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 20 to the Registration Statement filed on
Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723).
2. Amended and Restated By-Laws. Incorporated by reference to Exhibit 2(d)
to Post-Effective Amendment No. 17 to Registration Statement on Form N-1A
via EDGAR filed on November 29, 1993 (File No. 2-68723).
4. Instruments defining rights of holders of the securities being offered.
Incorporated by reference to Exhibit 4(c) to Post-Effective Amendment No.
17 to the Registration Statement filed on Form N-1A via EDGAR filed on
November 29, 1993 (File No. 2-68723).
5. (a) Management Agreement between the Registrant and Prudential Mutual
Fund Management Inc. Incorporated by reference to Exhibit No. 5(a) to
Post-Effective Amendment No. 13 to the Registration Statement on Form
N-1A (File No. 2-68723).
(b) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation, incorporated by reference
to Exhibit No. 5(b) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A (File No. 2-68723).
6. (a) Distribution Agreement for Class A shares. Incorporated by reference
to Exhibit 6(a) to Post-Effective Amendment No. 20 to the Registration
Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No.
2-68723).
(b) Distribution Agreement for Class B shares. Incorporated by reference
to Exhibit 6(b) to Post-Effective Amendment No. 20 to the Registration
Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No.
2-68723).
(c) Distribution Agreement for Class C shares. Incorporated by reference
to Exhibit 6(c) to Post-Effective Amendment No. 20 to the Registration
Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No.
2-68723).
(d) Form of Distribution Agreement for Class Z shares. Incorporated by
reference to Exhibit 6(d) to Post-Effective Amendment No. 21 to the
Registration Statement filed on Form N-1A via EDGAR on October 20, 1995
(File No. 2-68723).
8. (a) Custodian Contract between the Registrant and State Street Bank and
Trust Company, dated July 13, 1984, incorporated by reference to Exhibit
No. 8 to Post-Effective Amendment No. 6 to the Registration Statement on
Form N-1A (File No. 2-68723).
(b) Amended Custodian Agreement between the Registrant and State Street
Bank and Trust Company. Incorporated by reference to Exhibit No. 8(b) to
Post-Effective Amendment 14 to the Registration Statement on Form N-1A
(File No. 2-68723).
9. Transfer Agency Agreement between the Registrant and Prudential Mutual
Fund Services, Inc., dated January 1, 1988. Incorporated by reference to
Exhibit No. 9 to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A (File No. 2-68723).
10. Opinion of Sullivan & Cromwell. Incorporated by reference to Exhibit No.
10 to Post-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 2-68723).
11. Consent of Independent Accountants.*
13. Purchase Agreement. Incorporated by reference to Exhibit No. 13 to
Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 2-68723).
<PAGE>
15. (a) Distribution and Service Plan for Class A shares. Incorporated by
reference to Exhibit 15(a) to Post-Effective Amendment No. 20 to the
Registration Statement filed on Form N-1A via EDGAR on November 29, 1994
(File No. 2-68723).
(b) Distribution and Service Plan for Class B shares. Incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 20 to the
Registration Statement filed on Form N-1A via EDGAR on November 29, 1994
(File No. 2-68723).
(c) Distribution and Service Plan for Class C shares. Incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 20 to the
Registration Statement filed on Form N-1A via EDGAR on November 29, 1994
(File No. 2-68723).
16. (a) Schedule of Computation of Performance Quotations. Incorporated by
reference to Exhibit No. 16 to Post-Effective Amendment No. 13 to
Registration Statement on Form N-1A (File No. 2-68723).
(b) Schedule of Computation of 30-day yield. Incorporated by reference
to Exhibit No. 16(b) to Post-Effective Amendment 17 to the Registration
Statement on Form N-1A via EDGAR filed on November 29, 1993 (File No.
2-68723).
17. Financial Data Schedule. Filed as Exhibit 17 to Post-Effective Amendment
No. 22 to Registration Statement filed on Form N-1A filed via EDGAR on
November 28, 1995 (File No. 2-68723).
18. Rule 18f-3 Plan. Incorporated by reference to Exhibit 18 to
Post-Effective Amendment No. 21 to the Registration Statement filed on
Form N-1A via EDGAR on October 20, 1995 (File No. 2-68723).
- ------------------------
*Filed herewith.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 23 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
November 20, 1995, relating to the financial statements and financial
highlights of Prudential Growth Opportunity Fund, Inc., which appears in such
Statement of Additional Information, and to the incorporation by reference of
our report into the Prospectus which constitutes part of this Registration
Statement. We also consent to the reference to us under the heading
"Custodian, Transfer and Dividend Disbursing Agent and Independent
Accountants" in such Statement of Additional Information and to the reference
to us under the heading "Financial Highlights" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, NY
December 19, 1995
