PRUDENTIAL GOVERNMENT SECURITIES TRUST
485BPOS, 1995-12-21
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              As filed with the Securities and Exchange Commission
                               on December 21, 1995
    

 
                                         Securities Act Registration No. 2-74139
                                Investment Company Act Registration No. 811-3264
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                   FORM N-1A
 
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        / /
 
                            Pre-Effective Amendment No.                     / /
 
   
                         Post-Effective Amendment No. 24                    /X/
    
 
                                     and/or
 
                        REGISTRATION STATEMENT UNDER THE
 
                         INVESTMENT COMPANY ACT OF 1940                     / /
 
   
                               Amendment No. 25                             /X/
    
 
                        (Check appropriate box or boxes)
                               ------------------
 

                       PRUDENTIAL GOVERNMENT SECURITIES TRUST
                (Exact name of registrant as specified in charter)

 

              (Formerly Prudential-Bache Government Securities Trust)

 

                                   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)
                 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)
 

   
                   /X/ on January 29, 1996 pursuant to paragraph (b)
    

 

                   / / 60 days after filing pursuant to paragraph (a)(1)

 

   
                   / / on (date) 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. 23).
    
 
     Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has previously registered an indefinite number of shares of beneficial interest,
par  value  $.01 per share.  The Registrant expects to file a  notice under such
Rule for its fiscal year ended November 30, 1995 on or before January 29, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<PAGE>
 
                             CROSS REFERENCE SHEET
                           (as required by Rule 495)
 
<TABLE>
<CAPTION>
N-1a Item No.                                                           Location
- ----------------------------------------------------------------------- ------------------------------
<CAPTION>
Part A
<C>    <C>  <S>                                                          <C>
Item    1. Cover Page.................................................. Cover Page
Item    2. Synopsis.................................................... Trust Expenses
Item    3. Condensed Financial Information............................. Trust Expenses; Financial
                                                                        Highlights; Calculation of
                                                                        Yield; How the Trust
                                                                        Calculates Performance
Item    4. General Description of Registrant........................... Cover Page; Trust Highlights;
                                                                        How the Trust Invests; General
                                                                        Information
Item    5. Management of Fund.......................................... Financial Highlights; How the
                                                                        Trust is Managed
Item    6. Capital Stock and Other Securities.......................... Taxes, Dividends and
                                                                        Distributions; General
                                                                        Information
Item    7. Purchase of Securities Being Offered........................ Shareholder Guide; How the
                                                                        Trust Values Its Shares
Item    8. Redemption or Repurchase.................................... Shareholder Guide; How the
                                                                        Trust Values Its Shares
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 Policies.......................... Investment Objective(s) and
                                                                        Policies; Investment
                                                                        Restrictions
Item   14. Management of the Fund...................................... Trustees and Officers;
                                                                        Manager; Distributor
Item   15. Control Persons and Principal Holders of Securities......... Not Applicable
Item   16. Investment Advisory and Other Services...................... Manager; Distributor;
                                                                        Custodian and Transfer and
                                                                        Dividend Disbursing Agent and
                                                                        Independent Accountants
Item   17. Brokerage Allocation and Other Practices.................... Portfolio Transactions and
                                                                        Brokerage
Item   18. Capital Stock and Other Securities.......................... Not Applicable
Item   19. Purchase, Redemption and Pricing of Securities Being         Shareholder Investment
           Offered..................................................... Account; Net Asset Value
Item   20. Tax Status.................................................. Taxes
Item   21. Underwriters................................................ Manager
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>


   
     The Prospectuses, as supplemented,  are incorporated herein by reference in
their entirety from Post-Effective Amendment No. 23 to Registrant's Registration
Statement (File No. 2-74139) filed via EDGAR on October 20, 1995.

     The Statement of Additional Information,  as supplemented,  is incorporated
herein by reference  in its entirety  from  Post-Effective  Amendment  No. 23 to
Registrant's  Registration  Statement  (File  No.  2-74139)  filed  via EDGAR on
October 20, 1995.
    




<PAGE>


 
                                     PART C
 
                               OTHER INFORMATION
 
Item 24. Financial Statements and Exhibits.
 
      (a) Financial Statements:
 
         (1) Financial statements included in the Prospectuses constituting Part
     A of this Post-Effective Amendment to this Registration Statement:
 

          Financial Highlights for each of the ten years in the period ended
November 30, 1994 and the six months ended May 31, 1995 (unaudited) for the
Short-Intermediate Term Series and the Money Market Series and for the periods
December 3, 1990 through November 30, 1991, each of the three years in the
period ended November 30, 1994 and the six months ended May 31, 1995 (unaudited)
for the U.S. Treasury Money Market Series.

 
         (2) Financial statements included in the Statement of Additional
     Information constituting Part B of this Post-Effective Amendment to this
     Registration Statement:
 
              (a) With respect to the Trust's Money Market Series and
                  Intermediate Term Series:
 
              Portfolio of Investments at November 30, 1994 and May 31, 1995
              (unaudited).
 
              Statement of Assets and Liabilities at November 30, 1994 and May
              31, 1995 (unaudited).
 
              Statement of Operations for the year ended November 30, 1994 and
              six months ended May 31, 1995 (unaudited).
 
              Statement of Changes in Net Assets for each of the two years in
              the period ended November 30, 1994 and six months ended
              May 31, 1995 (unaudited).
 
              Notes to Financial Statements.
 
              Financial Highlights for each of the five years in the
              period ended November 30, 1994 and six months ended May
              31, 1995 (unaudited).
 
              Report of Independent Accountants.
 
              (b) With respect to the Trust's U.S. Treasury Money Market Series:
 
              Portfolio of Investments at November 30, 1994 and May 31, 1995
              (unaudited).
 
              Statement of Assets and Liabilities at November 30, 1994 and May
              31, 1995 (unaudited).
 
              Statement of Operations for the year ended November 30,
              1994 and six months ended May 31, 1995 (unaudited).
 
              Statement of Changes in Net Assets for each of the two
              years in the period ended November 30, 1994 and six
              months ended May 31, 1995 (unaudited).
 
              Notes to Financial Statements.
 
              Financial Highlights for the period ended November 30, 1991, each
          of the three years in the period ended November 30, 1994 and six
          months ended May 31, 1995 (unaudited).
 
              Report of Independent Accountants.
 
 (b) Exhibits:
 
     1. (a) Declaration of Trust, as amended and restated on September 6, 1988,
        of the Registrant. Incorporated by reference to Exhibit 1 to
        Post-Effective Amendment No. 5 to the Registration Statement on Form
        N-1A (File No. 2-74139).
 
       (b) Amendment to Declaration of Trust, dated March 1, 1991.
        Incorporated by reference to Exhibit No. 1(b) to Post-Effective
        Amendment No. 16 to the Registration Statement on Form N-1A (File No.
        2-74139).
 
    2. By-Laws of the Registrant. Incorporated by reference to Exhibit No. 2 to
        Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
        (File No. 2-74139).
 
    4. Instruments defining rights of holders of the securities being offered.
       Incorporated by reference to Exhibit 4(c) to Post-Effective Amendment
       No. 19 to the Registration Statement filed on Form N-1A via EDGAR on
       January 27, 1994 (File No. 2-74139).
 
                                      C-1
 


<PAGE>
 
     5. (a) Management Agreement dated August 9, 1988, as amended on November
        19, 1993, between the Registrant and Prudential Mutual Fund Management,
        Inc. Incorporated by reference to Exhibit 5(a) to Post-Effective
        Amendment No. 19 to the Registration Statement filed on Form N-1A via
        EDGAR on January 27, 1994 (File No. 2-74139).
 
        (b) Subadvisory Agreement dated August 9, 1988, 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.
        2-74139).
 
     6. (a) Distribution and Service Agreement, dated July 23, 1982, as amended
        on July 1, 1993 between the Registrant and Prudential Securities
        Incorporated. Incorporated by reference to Exhibit 6(a) to
        Post-Effective Amendment No. 19 to the Registration Statement filed on
        Form N-1A via EDGAR on January 27, 1994 (File No. 2-74139).
 
        (b) Distribution and Service Agreement, as amended on July 1, 1993,
        between the Registrant (U.S. Treasury Money Market Series and Money
        Market Series) and Prudential Mutual Fund Distributors, Inc.
        Incorporated by reference to Exhibit 6(b) to Post-Effective Amendment
        No. 19 to the Registration Statement filed on Form N-1A via EDGAR on
        January 27, 1994 (File No. 2-74139).
 
        (c) Distribution and Service Agreement between the Registrant and
        Prudential Securities Incorporated. Incorporated by reference to Exhibit
        6(c) to Post-Effective Amendment No. 21 to the Registration Statement
        filed on Form N-1A via EDGAR on June 1, 1995.
 
        (d) Distribution and Service Agreement between the Registrant and
        Prudential Mutual Fund Distributors, Inc. pursuant to Rule 12b-1 for
        U.S. Treasury Money Market Series and Money Market Series. 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 June 1, 1995.
 

        (e) Amended Distribution and Service Agreement between the Registrant
        and Prudential Securities Incorporated. Incorporated by reference to
        Exhibit 6(e) to Post-Effective Amendment No. 21 to the Registration
        Statement filed on Form N-1A via EDGAR on June 1, 1995.

 

        (f) Amended Distribution and Service Agreement between the Registrant
        and Prudential Mutual Fund Distributors, Inc. Incorporated by
        reference to Exhibit 6(f) to Post-Effective Amendment No. 21 to the
        Registration Statement filed on Form N-1A via EDGAR on June 1, 1995.

 

   
        (g)_Distribution and Service Agreement between the Registrant and
        Prudential Securities Incorporated for Class Z Shares. Incorporated by
        reference to Post-Effective Amendment No. 23 to Registration Statement
        on Form N-1A filed via EDGAR on October 20, 1995 (File No. 2-74139).
    


 
     8. Custodian Agreement between the Registrant and State Street Bank and
        Trust Company. Incorporated by reference to Exhibit No. 8 to the
        Registration Statement on Form N-1A (File No. 2-74139).
 
     9. Transfer Agency Agreement between the Registrant and Prudential
        Mutual Fund Services, Inc. Incorporated by reference to Exhibit No.
        9(b) to Post-Effective Amendment No. 12 to the Registration Statement on
        Form N-1A (File No. 2-74139).
 
    11. Consent of Independent Accountants.*
 
    13. Purchase Agreement. Incorporated by reference to Exhibit No. 13 to
        Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
        (File No. 2-74139).
 
    15. (a) Distribution and Service Plan pursuant to Rule 12b-1 as amended on
        July 1, 1993 for the Intermediate Term Series. Incorporated by reference
        to Exhibit 15(a) to Post-Effective Amendment No. 19 to the Registration
        Statement filed on Form N-1A via EDGAR on January 27, 1994 (File No.
        2-74139).
 
        (b) Distribution and Service Plan pursuant to Rule 12b-1 as amended on
        July 1, 1993 for the Money Market Series. Incorporated by reference to
        Exhibit 15(b) to Post-Effective Amendment No. 19 to the Registration
        Statement filed on Form N-1A via EDGAR on January 27, 1994 (File No.
        2-74139).
 
        (c) Form of amended Distribution and Service Plan pursuant to Rule
        12b-1 for Intermediate Term Series. Incorporated by reference to Exhibit
        15(c) to Post-Effective Amendment No. 21 to the Registration Statement
        filed on Form N-1A via EDGAR on June 1, 1995.
 
                                      C-2
 


<PAGE>
 
        (d) Form of amended Distribution and Service Plan pursuant to Rule
        12b-1 for U.S. Treasury Money Market Series and Money Market Series.
        Incorporated by reference to Exhibit 15(d) to Post-Effective Amendment
        No. 21 to the Registration Statement filed on Form N-1A via EDGAR on
        June 1, 1995.
 
    16. Calculation of Yield and Total Return-Intermediate Series. Incorporated
        by reference to Exhibit No. 12 to Post-Effective Amendment No. 13 to the
        Registration Statement on Form N-1A (File No. 2-74139).
 

   
    17. Financial  Data  Schedule.  Filed as Exhibit 17 to Post-Effective
        Amendment No. 23 to Registration Statement on Form N-1A filed via  EDGAR
        on October 20, 1995 (File No. 2-74139).


    18. Rule 18f-3 Plan for Money Market Series. Incorporated by reference to
        Post-Effective Amendment No. 23 to Registration Statement on Form N-1A
        filed via EDGAR on October 20, 1995 (File No. 2-74139).
    

        
 
- ------------------
 *Filed herewith.
 
Item 25. Persons Controlled by or under Common Control with Registrant.
 
     No person is controlled by or under common control with the Registrant.
 
Item 26. Number of Holders of Securities.
 

   
     As of  December 1, 1995 the  Registrant  had 63,666  record  holders of its
shares of beneficial  interest of the Money Market Series,  5,102 record holders
of its shares of beneficial  interest of the U.S.  Treasury  Money Market Series
and  13,811  record  holders  of  its  shares  of  beneficial  interest  of  the
Short-Intermediate Term Series.
    

 
Item 27. Indemnification.
 
     As permitted by Section 17(h) and (i) of the Investment Company Act of 1940
(the ``Investment Company Act'') and pursuant to Article V of the Fund's
Declaration of Trust with respect to trustees and officers and Article VII of
the Fund's By-Laws (Exhibit 2 to the Registration Statement),trustees, officers,
employees and agents of the Trust may indemnified against certain liabilities in
connection with the Trust, and pursuant to Section 9 of the Distribution
Agreements (Exhibits 6(e) and 6(f) to the Registration Statement), Prudential
Securities Incorporated and Prudential Mutual Fund Distributors, Inc., as
distributors of the Trust, may be indemnified against certain liabilities which
they may incur. Such Article V of the Declaration of Trust, Article VII of the
By-Laws, as amended and Section 9 of the Distribution Agreements are hereby
incorporated by reference in their entirety.
 
     The Trust has purchased an insurance policy insuring its officers and
trustees against certain liabilities, and certain costs of defending claims
against such officers and trustee, to the extent such officers and trustees 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 Trust against the cost of indemnification
payments to officers and trustees under certain circumstances.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant and the principal underwriter 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 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 trustee, officer, or controlling
person of the Registrant and the principal underwriter in connection with the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such trustee, officer or controlling person or the principal
underwriter 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 Act and
will be governed by the final adjudication of such issue.
 
     The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws in a manner consistent with Release No. 11330 of the
Securities and Exchange Commission under the Investment Company Act of 1940 so
long as the interpretations 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
 
     See ``How the Trust 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.
 
                                      C-3
 


<PAGE>
 
     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 on March 30, 1995).
 
     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            Executive Vice President, Director of Marketing and
                              President, Director of      Director, PMF; Senior Vice President, Prudential
                              Marketing and Director      Securities Incorporated (Prudential Securities);
                                                          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            Executive Vice President, General Counsel, Secretary and
                              President, General          Director, PMF and PMFD; Senior Vice President,
                              Counsel, Secretary and      Prudential Securities; Director, Prudential Mutual
                              Director                    Fund Services, Inc. (PMFS)
Robert F. Gunia               Executive Vice            Executive Vice President, Chief Financial and
                              President, Chief            Administrative Officer, Treasurer and Director, PMF;
                              Financial and               Senior Vice President, Prudential Securities;
                              Administrative              Executive Vice President, Chief Financial Officer,
                              Officer, Treasurer and      Treasurer, and Director; PMFD, Director, PMFS
                              Director

   
Theresa A. Hamacher           Director                  Director, PMF; Vice President, Prudential; Vice
Prudential Plaza                                          President, Prudential Investment Corporation (PIC)
Newark, N.J. 07102

Timothy J. O'Brien            Director                  President, Chief Executive Officer, Chief Operating
Raritan Plaza One                                         Officer, and Director, PMFD; Chief Executive Officer
Edison, N.J. 08837                                        and Director, PMFS; Director, PMF
    

Richard A. Redeker            President, Chief          President, Chief Executive Officer and Director, PMF;
                              Executive Officer           Executive Vice President, Director and Member of the
                              and Director                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
                              Senior Counsel and          Secretary, PMF; Senior Vice President and Senior
                              Assistant Secretary         Counsel, Prudential Securities
</TABLE>
 
     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 07101.
 
<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
Two Gateway Center                                        President, PIC
Newark, NJ 07102
John D. Brookmeyer, Jr.       Senior Vice President     Senior Vice President, Prudential; Senior Vice
51 JFK Pkwy                   and Director                President, and Director, PIC
Short Hills, NJ 07078
Barry M. Gillman              Director                  Director, PIC
Theresa A. Hamacher           Vice President            Vice President, Prudential; Vice President, PIC;
                                                          Director, PMF
</TABLE>
 
                                      C-4
 


<PAGE>
 
<TABLE>
<CAPTION>
Name and Address              Position with PIC         Principal Occupations
- --------------------------    ----------------------    --------------------------------------------------------
<S>                           <C>                       <C>
Harry E. Knapp, Jr.           President, Chairman of    President, Chairman of the Board, Director and Chief
                              the Board, Director         Executive Officer, PIC; Vice President, Prudential
                              and Chief Executive
                              Officer
William P. Link               Senior Vice President     Executive Vice President, Prudential; Senior Vice
Four Gateway Center                                       President, PIC
Newark, NJ 07102
Richard A. Redeker            Executive Vice            President, Chief Executive Officer and Director, PMF;
One Seaport Plaza             President                   Executive Vice President, Director and Member of the
New York, NY 10292                                        Operating Committee, Prudential Securities; Director,
                                                          Prudential Securities Group, Inc. (PSG); Executive
                                                          Vice President, PIC; Director, PMFD; Director, PMFS
Eric A. Simonson              Vice President and        Vice President and Director, PIC; Executive Vice
                              Director                    President, Prudential
Claude J. Zinngrabe, Jr.      Executive Vice            Vice President, Prudential; Executive Vice President,
                              President                   PIC
</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. and 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 Natural Resources Fund, Inc.,
Prudential Government Income Fund, Inc., Prudential Growth Opportunity Fund,
Inc., Prudential High Yield Fund, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund,
Inc., Prudential Municipal Bond Fund, Prudential Municipal Series Fund (except
Connecticut Money Market Series, Massachusetts Money Market Series, New York
Money Market Series and New Jersey Money Market Series), Prudential National
Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential Global
Limited Maturity 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
                        The Corporate Income Fund
                        Prudential Equity Trust Shares
                        National Equity Trust
                        Prudential Unit Trusts
                        Government Securities Equity Trust
                        National Municipal Trust
 
     (ii) Prudential Mutual Fund Distributors, Inc.
 

   
          Prudential Mutual Fund Distributors, Inc. is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential-Bache MoneyMart Assets (d/b/a Prudential MoneyMart Assets),
Prudential Municipal Series Fund (Connecticut Money Market Series, Massachusetts
Money Market Series, New York Money Market Series and New Jersey Money Market
Series), Prudential Institutional Liquidity Portfolio, Inc., Prudential-Bache
Special Money Market Fund, Inc. (d/b/a Prudential Special Money Market Fund),
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 Natural Resources Fund, Inc., Prudential Mortgage Income Fund,
Inc., Prudential Government Income Fund, Inc., Prudential Growth Opportunity
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 Connecticut Money Market Series,
Massachusetts Money
    


                                      C-5

 


<PAGE>

Market Series, New York Money Market Series and New Jersey Money Market Series),
Prudential National Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc.,
Prudential Global Limited Maturity Fund, Inc., Prudential Structured Maturity
Fund, Inc., Prudential U.S. Government Fund, Prudential Utility Fund, Inc.,
Global Utility Fund, Inc. and 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(1)                             Underwriter                              Registrant
- ---------------------------------   --------------------------------------   -------------------------
<S>                                 <C>                                      <C>
Robert C. Golden.................   Executive Vice President and Director    None
  One New York Plaza
  New York, NY
Alan D. Hogan....................   Executive Vice President, Chief          None
                                    Administrative Officer and Director
George A. Murray.................   Executive Vice President and Director    None
Leland B. Paton..................   Executive Vice President and             None
  One New York Plaza                Director
  New York, NY

   
Martin Pfinsgraff................   Executive Vice President, Chief          None
                                    Financial Officer and Director
    

Vincent T. Pica, II..............   Executive Vice President and Director    None
  One New York Plaza
  New York, NY
Richard A. Redeker...............   Executive Vice President and Director    President and Director

       

Hardwick Simmons.................   Chief Executive Officer, President and   None
                                    Director
Lee B. Spencer...................   General Counsel, Executive Vice          None
                                    President, Secretary and Director
</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      None
                                    and Assistant Comptroller
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        None
                                    Counsel, Secretary and Director
Robert F. Gunia..................   Executive Vice President, Chief          Vice President
                                    Financial Officer, Treasurer and
                                      Director

   
Timothy J. O'Brien...............   President, Chief Executive Officer,      None
Raritan Plaza One                   Chief Operating Officer and 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
    

- ------------------
(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.
 
                                      C-6
 


<PAGE>
 
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 Two
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 Trust Is
Managed-Manager'' and ``How the Trust 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 meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and 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 GOVERNMENT SECURITIES  TRUST

                                /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 Trustee                  December 18, 1995
- ------------------------------------
  Richard A. Redeker
/s/ Delayne Dedrick Gold                    Trustee                                December 18, 1995
- ------------------------------------
  Delayne Dedrick Gold
/s/ Arthur Hauspurg                         Trustee                                December 18, 1995
- ------------------------------------
  Arthur Hauspurg
/s/ Stephen P. Munn                         Trustee                                December 18, 1995
- ------------------------------------
  Stephen P. Munn
/s/ Louis A. Weil, III                      Trustee                                December 18, 1995
- ------------------------------------
  Louis A. Weil, III
/s/ Eugene S. Stark                         Treasurer and Principal Financial      December 18, 1995
- ------------------------------------          and
  Eugene S. Stark                           Accounting Officer
</TABLE>
    
 

<PAGE>
 
                                 EXHIBIT INDEX
 
     1. (a) Declaration of Trust, as amended and restated on September 6, 1988,
        of the Registrant. Incorporated by reference to Exhibit 1 to
        Post-Effective Amendment No. 5 to the Registration Statement on Form
        N-1A (File No. 2-74139.)
 
        (b) Amendment to Declaration of Trust, dated March 1, 1991.
        Incorporated by reference to Exhibit No. 1(b) to Post-Effective
        Amendment No. 16 to the Registration Statement on Form N-1A (File No.
        2-74139).
 
     2. By-Laws of the Registrant. Incorporated by reference to Exhibit No. 2 to
        Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
        (File No. 2-74139).
 
     4. (a) Specimen certificate for shares of beneficial interest issued by
        the Registrant. Incorporated by reference to Exhibit No. 4 to
        Post-Effective Amendment No. 12 to the Registration Statement on Form
        N-1A (File No. 2-74139).
 
        (b) Specimen certificate for shares of beneficial interest issued by
        the Registrant's U.S. Treasury Money Market Series. Incorporated by
        reference to Exhibit No. 4(b) to Post-Effective Amendment No. 16 to the
        Registration Statement on Form N-1A (File No. 2-74139).
 
        (c) Instruments defining rights of holders of the securities being
        offered. Incorporated by reference to Exhibit 4(c) to Post-Effective
        Amendment No. 19 to the Registration Statement filed on Form N-1A via
        EDGAR on January 27, 1994 (File No. 2-74139).
 
     5. (a) Management Agreement dated August 9, 1988, as amended on November
        19, 1993, between the Registrant and Prudential Mutual Fund Management,
        Inc. Incorporated by reference to Exhibit 5(a) to Post-Effective
        Amendment No. 19 to the Registration Statement filed on Form N-1A via
        EDGAR on January 27, 1994 (File No. 2-74139).
 
        (b) Subadvisory Agreement dated August 9, 1988, 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.
        2-74139).
 
     6. (a) Distribution and Service Agreement, dated July 23, 1982, as amended
        on July 1, 1993 between the Registrant and Prudential Securities
        Incorporated. Incorporated by reference to Exhibit 6(a) to
        Post-Effective Amendment No. 19 to the Registration Statement filed on
        Form N-1A via EDGAR on January 27, 1994 (File No. 2-74139).
 
        (b) Distribution and Service Agreement, as amended on July 1, 1993,
        between the Registrant (U.S. Treasury Money Market Series and Money
        Market Series) and Prudential Mutual Fund Distributors, Inc.
        Incorporated by reference to Exhibit 6(b) to Post-Effective Amendment
        No. 19 to the Registration Statement filed on Form N-1A via EDGAR on
        January 27, 1994 (File No. 2-74139).
 
        (c) Distribution and Service Agreement between the Registrant and
        Prudential Securities Incorporated. Incorporated by reference to Exhibit
        6(c) to Post Effective Amendment No. 21 to the Registration Statement
        filed on Form N-1A via EDGAR on June 1, 1995.
 
        (d) Distribution and Service Agreement between the Registrant and
        Prudential Mutual Fund Distributors, Inc. pursuant to Rule 12b-1 for
        U.S. Treasury Money Market Series and Money Market Series. 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 June 1, 1995.
 
        (e) Amended Distribution and Service Agreement between the Registrant
        and Prudential Securities Incorporated. Incorporated by reference to
        Exhibit 6(e) to Post-Effective Amendment No. 21 to the Registration
        Statement filed on Form N-1A via EDGAR on June 1, 1995.
 
        (f) Amended Distribution and Service Agreement between the Registrant
        and Prudential Mutual Fund Distributors, Inc. Incorporated by
        reference to Exhibit 6(f) to Post-Effective Amendment No. 21 to the
        Registration Statement filed on Form N-1A via EDGAR on June 1, 1995.
 
   
        (g)_Form of Distribution and Service Agreement between Registrant and
        Prudential Securities Incorporated for Class Z Shares. Incorporated by
        reference to Post-Effective Amendment No. 23 to Registration Statement
        on Form N-1A filed via EDGAR on October 20, 1995 (File No. 2-74139).
    

     8. Custodian Agreement between the Registrant and State Street Bank and
        Trust Company. Incorporated by reference to Exhibit No. 8 to the
        Registration Statement on Form N-1A (File No. 2-74139).
 
     9. Transfer Agency Agreement between the Registrant and Prudential
        Mutual Fund Services, Inc. Incorporated by reference to Exhibit No.
        9(b) to Post-Effective Amendment No. 12 to the Registration Statement on
        Form N-1A (File No. 2-74139).
 
    10. Opinion of Counsel.
 
    11. Consent of Independent Accountants.*
 
    13. Purchase Agreement. Incorporated by reference to Exhibit No. 13 to
        Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
        (File No. 2-74139).
 
    15. (a) Distribution and Service Plan pursuant to Rule 12b-1 as amended on
        July 1, 1993 for the Intermediate Term Series. Incorporated by reference
        to Exhibit 15(a) to Post-Effective Amendment No. 19 to the Registration
        Statement filed on Form N-1A via EDGAR on January 27, 1994 (File No.
         2-74139).
 
        (b) Distribution and Service Plan pursuant to Rule 12b-1 as amended on
        July 1, 1993 for the Money Market Series. Incorporated by reference to
        Exhibit 15(b) to Post-Effective Amendment No. 19 to the Registration
        Statement filed on Form N-1A via EDGAR on January 27, 1994 (File No.
        2-74139).
 


<PAGE>
 
        (c) Form of amended Distribution and Service Plan pursuant to Rule
        12b-1 for Intermediate Term Series. Incorporated by reference to Exhibit
        15(c) to Post-Effective Amendment No. 21 to the Registration Statement
        filed on Form N-1A via EDGAR on June 1, 1995.
 
        (d) Form of amended Distribution and Service Plan pursuant to Rule
        12b-1 for U.S. Treasury Money Market Series and Money Market Series.
        Incorporated by reference to Exhibit 15(d) to Post-Effective Amendment
        No. 21 to the Registration Statement filed on Form N-1A via EDGAR on
        June 1, 1995.
 
    16. Calculation of Yield and Total Return-Intermediate Series. Incorporated
        by reference to Exhibit No. 12 to Post-Effective Amendment No. 13 to the
        Registration Statement on Form N-1A (File No. 2-74139).
 

   
    17. Financial Data Schedule.  Filed as Exhibit 17 to  Post-Effective
        Amendment No. 23 to Registration Statement on Form N-1A  filed via EDGAR
        on October 20, 1995 (File No. 2-74139).

    18. Rule 18f-3 Plan for Money Market Series.  Incorporated by reference to
        Post-Effective Amendment No. 23 to Registration Statement on Form N-1A 
        filed via EDGAR on October 20, 1995 (File No. 2-74139).
 
    ----------
    *Filed herewith.
    





                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby  consent to the  incorporation  by  reference  in this  Post-Effective
Amendment No. 24 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our report  dated  January 16, 1995,  relating to the  financial
statements  and  financial  highlights  of  Prudential   Government   Securities
Trust-Money Market Series,  Prudential Government Securities Trust- Intermediate
Term Series and  Prudential  Government  Securities  Trust-U.S.  Treasury  Money
Market  Series,  which  appears  in  the  Statement  of  Additional  Information
constituting  part  of  Post-Effective  Amendment  No.  23 to  the  registration
statement  on Form N-1A  ("Post-Effective  Amendment  No. 23") and to the use of
such  report  in  Post  Effective  Amendment  No.  23.  We also  consent  to the
incorporation by reference in the Registration Statement of the references to us
under the headings  "Custodian  and Transfer and Dividend  Disbursing  Agent and
Independent   Accountants"  and  "Financial  Highlights"  in  the  Statement  of
Additional Information and the Prospectus,  respectively,  constituting parts of
Post-Effective Amendment No. 23.



PRICE WATERHOUSE LLP
New York, NY
December 19, 1995



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