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
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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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.
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<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>
N-1a Item No. Location
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<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).
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*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).
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*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