PRUDENTIAL GOVERNMENT SECURITIES TRUST, 497, 1996-01-30

PRUDENTIAL GOVERNMENT SECURITIES TRUST
497, 1996-01-30

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Prudential Government Securities Trust
(Money Market Series-Class Z shares)

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Prospectus dated January 29, 1996

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Prudential Government Securities Trust (the Trust) is a diversified, open-end
management investment company whose shares of beneficial interest are offered in
three series. Each series operates as a separate fund with its own investment
objectives and policies designed to meet its specific investment goals.

The investment objectives of the Money Market Series (the Series) are to obtain
high current income, preservation of capital and maintenance of liquidity by
investing principally in a diversified portfolio of short-term money-market
instruments issued or guaranteed by the United States Government or its agencies
or instrumentalities. There can be no assurance that the Series' investment
objective will be achieved. See "How the Trust Invests-Investment Objectives and
Policies."

An investment in the Series is neither insured nor guaranteed by the
U.S.Government and there can be no assurance that the Series will be able to
maintain a stable net asset value of $1.00 per share. See "How the Trust Values
its Shares."

The Trust's address is One Seaport Plaza, New York, New York 10292, and
its telephone number is (800) 225-1852.

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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 Series also offers shares (now called Class A
shares) through the attached Prospectus dated January 29, 1996 (the Retail Class
Prospectus) which is a part hereof.

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This Prospectus sets forth concisely the information about the Trust and the
Series that a prospective investor should know before investing. Additional
information about the Trust has been filed with the Securities and Exchange
Commission in a Statement of Additional Information, dated January 29, 1996,
which information is incorporated herein by reference (is legally considered a
part of this Prospectus) and is available without charge upon request to the
Trust at the address or telephone number noted above.

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Investors are advised to read this Prospectus and retain it for future
reference.

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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-MONEY MARKET SERIES-CLASS Z SHARES

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<TABLE>
<S> <C>
Shareholder Transaction Expenses
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

Annual Fund Operating Expenses*
(as a percentage of average net assets)

Management Fees .............................................................................. .400%
12b-1 Fees ................................................................................... None
Other Expenses ............................................................................... .255%
----
Total Fund Operating Expenses ................................................................ .655%
====

</TABLE>

Example 1 Year 3 Years 5 Years 10 Years
------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 invest-
ment, assuming (1) 5% annual return and (2) redemption at
the end of each time period: $ 7 $ 21 $ 36 $ 82
</TABLE>

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 November 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 Series will
bear, whether directly or indirectly. For more complete descriptions of the
various costs and expenses, see "How the Trust is Managed." "Other Expenses"
includes operating expenses of the Series, such as trustees' and professional
fees, registration fees, reports to shareholders, transfer agency and custodian
fees and franchise taxes.

- ------------
*Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence during the fiscal year ended November 30, 1995.

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<PAGE>

The following information supplements "How the Trust 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 Series' Class Z shares under a Distribution
Agreement with the Trust, none of which is reimbursed by or paid for by the
Trust.

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 the Plan documents and
their own tax advisers for information on the tax consequences associated with
participating in the PSI 401(k) Plan.

The following information supplements "Shareholder Guide-How to Buy Shares of
the Trust" and "Shareholder Guide-How to Sell Your Shares" in the Retail Class
Prospectus:

Class Z shares of the Series 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 their
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 following information supplements "Shareholder Guide-How to Exchange Your
Shares" in the Retail Class Prospectus:

Effective as of March 4, 1996, Series 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 Trust" above. Participants who wish
to transfer their Class Z shares out of the PSI 401(k) Plan following separation
from service (i.e., voluntary or involuntary termination of employment or
retirement) will receive Class A shares at net asset value.

The information above also supplements the information under "Trust Highlights"
in the Retail Class Prospectus as appropriate.

<PAGE>

Prudential Government Securities Trust
(Money Market Series)

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Prospectus dated January 29, 1996

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An investment in the Series is neither insured nor guaranteed by the U.S.
Government and there can be no assurance that the Series will be able to
maintain a stable net asset value of $1.00 per share. See "How the Trust Values
its Shares."

The Trust's address is One Seaport Plaza, New York, New York 10292, and its
telephone number is (800) 225-1852.

- --------------------------------------------------------------------------------

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>

TRUST HIGHLIGHTS

The following summary is intended to highlight certain information contained
in this prospectus and is qualified in its entirety by the more detailed
information appearing elsewhere herein.

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What is Prudential Government Securities Trust?

Prudential Government Securities Trust is a mutual fund whose shares are
offered in three series, each of which operates as a separate fund. A mutual
fund pools the resources of investors by selling its shares to the public and
investing the proceeds of such sale in a portfolio of securities designed to
achieve its investment objective. Technically, the Trust is an open-end,
diversified management investment company. Only the Money Market Series is
offered through this Prospectus.

What are the Series' Investment Objectives?

The Series' investment objectives are to obtain high current income,
preservation of capital and maintenance of liquidity by investing principally in
a diversified portfolio of short-term money-market instruments issued or
guaranteed by the United States Government or its agencies or instrumentalities.
There can be no assurance that the Series' investment objective will be
achieved.
See "How the Trust Invests-Investment Objectives and Policies" at page 6.

Risk Factors and Special Characteristics

It is anticipated that the net asset value of the Series will remain
constant at $1.00 per share, although this cannot be assured. In order to
maintain such constant net asset value, the Series will value its portfolio
securities at amortized cost. While this method provides certainty in valuation,
it may result in periods during which the value of a security in its portfolio,
as determined by amortized cost, is higher or lower than the price the Series
would receive if it sold such security. See "How the Trust Values its Shares" at
page 10.

Who Manages the Trust?

Prudential Mutual Fund Management, Inc. (PMF or the Manager) is the Manager
of the Trust and is compensated for its services at an annual rate of .40 of 1%
of the Series' average daily net assets up to $1 billion, .375 of 1% of the
Series' average daily net assets between $1 billion and $1.5 billion and .35 of
1% in excess of $1.5 billion. As of December 31, 1995, PMF served as manager or
administrator to 60 investment companies, including 36 mutual funds, with
aggregate assets of approximately $51 billion. The Prudential Investment
Corporation (PIC or the Subadviser) furnishes investment advisory services in
connection with the management of the Trust under a Subadvisory Agreement with
PMF. See "How the Trust is Managed-Manager" at page 8.

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<PAGE>

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Who Distributes the Series' Shares?

Prudential Securities Incorporated (Prudential Securities or PSI), a major
securities underwriter and securities and commodities broker, acts as the
Distributor of the Series' Class A shares and is paid an annual service fee at
the rate of .125 of 1% of the average daily net assets of the Series Class A
shares. Prior to January 2, 1996, Prudential Mutual Fund Distributors, Inc.
(PMFD) acted as the Distributor of the Series' Class A shares. See "How the
Trust is Managed-Distributor" at page 9.

What is the Minimum Investment?

The minimum initial investment is $1,000. The subsequent minimum investment
is $100. There is no minimum investment requirement for certain retirement and
employee savings plans or custodial accounts for the benefit of minors. For
purchases made through the Automatic Savings Accumulation Plan, the minimum
initial and subsequent investment is $50. See "Shareholder Guide-How to Buy
Shares of the Trust" at page 13 and "Shareholder Guide-Shareholder Services" at
page 18.

How Do I Purchase Shares?

You may purchase Class A shares of the Series through Prudential Securities,
Pruco Securities Corporation (Prusec) or directly from the Trust, through its
transfer agent, Prudential Mutual Fund Services, Inc. (PMFS or the Transfer
Agent) at the net asset value per share (NAV) next determined after receipt of
your purchase order by the Transfer Agent or Prudential Securities. See "How the
Trust Values its Shares" at page 10 and "Shareholder Guide-How to Buy Shares of
the Trust" at page 13.

How Do I Sell My Shares?

You may redeem Class A shares of the Series at any time at the NAV next
determined after Prudential Securities or the Transfer Agent receives your sell
order. See "Shareholder Guide-How to Sell Your Shares" at page 15.

How Are Dividends and Distributions Paid?

The Series expects to declare daily and pay monthly dividends of net
investment income and short-term capital gains, if any. Dividends and
distributions will be automatically reinvested in additional Class A shares of
the Series at NAV unless you request that they be paid to you in cash. See
"Taxes, Dividends and Distributions" at page 11.

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<PAGE>

TRUST EXPENSES-MONEY MARKET SERIES-CLASS A SHARES

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Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases .............................. None
Maximum Sales Load Imposed on Reinvested Dividends ................... None
Deferred Sales Load .................................................. None
Redemption Fees ...................................................... None
Exchange Fee ......................................................... None

Annual Series Operating Expenses
(as a percentage of average net assets)
Management Fees ...................................................... 0.400%
12b-1 Fees ........................................................... 0.125%
Other Expenses ....................................................... 0.255%
-----
Total Series Operating Expenses ...................................... 0.780%
=====

<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: $8 $25 $43 $97
</TABLE>

- ------------
The above example is based on data for the Series' fiscal year ended
November 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 an investor in understanding the
various costs and expenses that an investor in the Series will bear, whether
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "How the Trust is Managed." "Other Expenses" include operating
expenses of the Series, such as Trustees' and professional fees, registration
fees, reports to shareholders and transfer agent and custodian fees.

- --------------------------------------------------------------------------------

4
<PAGE>

FINANCIAL HIGHLIGHTS
(for a share of beneficial interest outstanding
throughout each of the periods indicated)

The following financial highlights, with respect to the five-year period
ended November 30, 1995, for the Series' Class A shares have been audited by
Price Waterhouse LLP, independent accountants, whose report thereon was
unqualified. This information should be read in conjunction with the financial
statements and notes thereto, which appear in the Statement of Additional
Information. The following financial highlights contain selected data for a
share of beneficial interest outstanding, total return, ratios to average net
assets and other supplemental data for each of the periods indicated. The
information is based on data contained in the financial statements.

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<TABLE>
<CAPTION>
Money Market Series-Class A Shares
-------------------------------------------------------------------------------------------------------
Year Ended November 30,
-------------------------------------------------------------------------------------------------------
PER SHARE OPERATING 1995 1994 1993 1992 1991 1990 1989 1988(D) 1987 1986
PERFORMANCE: ---- ---- ---- ---- ---- ---- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period .............. $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------ ------ ------ ------ ------ ------

Net investment income .... .052 .033 .026 .035 .058 .076 .084 .067 .058 .061

Dividends from net
investment income ...... (.052) (.033) (.026) (.035) (.058) (.076) (.084) (.067) (.058) (.061)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period ................. $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN(D)(D) ....... 5.20% 3.29% 2.62% 3.57% 5.96% 7.83% 8.77% 6.99% 6.01% 6.30%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000) ................. $598,194 $637,343 $919,503 $1,026,187 $1,212,836 $1,355,058 $667,571 $470,727 $445,761 $329,789
Average net assets (000) . $597,599 $732,867 $950,988 $1,113,759 $1,255,014 $ 857,385 $528,820 $480,598 $368,100 $315,520
Ratio to average net assets:
Expenses, including
distribution fees .... .78% .77% .72% .72% .65% .66% .68% .65% .68% .70%
Expenses, excluding
distribution fees .... .65% .64% .59% .60% .53% .53% .56% .52% .55% .57%
Net investment income .. 5.15% 3.19% 2.56% 3.42% 5.78% 7.52% 8.30% 6.69% 5.78% 6.13%

<FN>
- ------------
(D)On August 9, 1988, Prudential Mutual Fund Management, Inc. succeeded The
Prudential Insurance Company of America as investment adviser and since
then has acted as manager of the Trust. See "Manager" in the Statement of
Additional Information.

(D)(D)Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each year reported and includes reinvestment
of dividends and distributions.

</FN>
</TABLE>

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<PAGE>

CALCULATION OF YIELD

The Series calculates its "current yield" based on the net change, exclusive
of realized and unrealized gains or losses, in the value of a hypothetical
account over a seven calendar day base period. The Series also calculates its
"effective annual yield" assuming weekly compounding. The following is an
example of the yield calculations as of November 30, 1995:

Value of hypothetical account at end of period $1.000984004
Value of hypothetical account at beginning of period 1.000000000
------------
Base period return $0.000984004
============
Current yield (.000984004 x (365/7)) 5.13%
Effective annual yield, assuming weekly compounding 5.26%

The yield will fluctuate from time to time and is not necessarily
representative of future performance.

The weighted average life to maturity of the portfolio of the Series on
November 30, 1995 was 50 days.

Yield is computed in accordance with a standardized formula described in the
Statement of Additional Information. In addition, comparative performance
information may be used from time to time in advertising or marketing the
Trust's shares, including data from Lipper Analytical Services, Inc.,
Morningstar Publications, Inc., Donoghue's Money Fund Report, The Bank Rate
Monitor, other industry publications, business periodicals, and market indices.

HOW THE TRUST INVESTS

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives of the Series are to obtain high current income,
preserve capital and maintain liquidity. There can be no assurance that these
objectives will be achieved.

The Series' investment objectives are fundamental policies, and, therefore,
may not be changed without the approval of the holders of a majority of the
outstanding voting securities of the Money Market Series, as defined in the
Investment Company Act of 1940, as amended (the Investment Company Act).
Policies that are not fundamental may be modified by the Trustees.
The Series will invest at least 80% of its total assets in United States
Government securities. These securities may include securities issued or
guaranteed by the United States Treasury, by various agencies of the United
States Government or by various instrumentalities which have been established or
sponsored by the United States Government including repurchase agreements with
respect to such securities. The Series may also invest in fully insured
certificates of deposit issued by banks or savings and loan associations subject
to certain restrictions and obligations of the International Bank for
Reconstruction and Development (the World Bank). Obligations of the World Bank
are supported by appropriated but unpaid commitments of its member countries,
including the United States, and there is no assurance these commitments will be
undertaken or met in the future. See "Investment Restrictions" in the Statement
of Additional Information.

The Series may also purchase instruments of the types described above
together with the right to resell the instruments at an agreed-upon price or
yield within a specified period prior to the maturity date of the instrument,
commonly known as a "put." The aggregate price that the Series pays for
instruments with a put may be higher than the price that otherwise would be paid
for the instruments. See "Investment Objectives and Policies" in the Statement
of Additional Information.

<PAGE>

The Series seeks to maintain a $1.00 share price at all times. To achieve
this, the Series purchases only securities with remaining maturities of thirteen
months or less and limits the dollar-weighted average maturity of its portfolio
to 90 days or less. There is no assurance that the Series will be able to
maintain a stable net asset value. See "How the Trust Values its Shares."

The Series utilizes the amortized cost method of valuation in accordance
with regulations issued by the Securities and Exchange Commission (SEC). See
"How the Trust Values its Shares." Accordingly, the Series will limit its
portfolio investments to those instruments which present minimal credit risks
and which are of "eligible quality" as determined by the Series' investment
adviser under the supervision of the Trustees. "Eligible quality," for this
purpose, means (i) a security rated in one of the two highest rating categories
by at least two major rating agencies assigning a rating to the security or
issuer (or, if only one agency assigned a rating, that agency) or (ii) an
unrated security deemed of comparable quality by the Series' investment adviser
under the supervision of the Trustees. The purchase by the Series of a security
of eligible quality that is rated by only one rating agency or is unrated must
be approved or ratified by the Trustees.

OTHER INVESTMENTS AND POLICIES

Repurchase Agreements

The Series may enter into repurchase agreements, whereby the seller of a
security agrees to repurchase that security from the Series at a mutually
agreed-upon time and price. The period of maturity is usually quite short,
possibly overnight or a few days, although it may extend over a number of
months. The resale price is in excess of the purchase price, reflecting an
agreed-upon rate of return effective for the period of time the Series' money is
invested in the security. The Series' repurchase agreements will at all times be
fully collateralized in an amount at least equal to the purchase price including
accrued interest earned on the underlying securities. The instruments held as
collateral are valued daily, and if the value of such instruments declines, the
Series will require additional collateral. If the seller defaults and the value
of the collateral securing the repurchase agreement declines, the Series may
incur a loss. The Series participates in a joint repurchase account with other
investment companies managed by Prudential Mutual Fund Management, Inc. pursuant
to an order of the SEC.

When-Issued and Delayed Delivery Securities

The Series may purchase or sell securities on a when-issued or delayed
delivery basis. When-issued or delayed delivery transactions arise when
securities are purchased or sold by the Series with payment and delivery taking
place as much as a month or more into the future in order to secure what is
considered to be an advantageous price and yield to the Series at the time of
entering into the transaction. The Trust's Custodian will maintain, in a
segregated account of the Series, cash, U.S. Government securities or other
liquid high-grade debt obligations having a value equal to or greater than the
Series' purchase commitments; the Custodian will likewise segregate securities
sold on a delayed delivery basis. The securities so purchased are subject to
market fluctuation and no interest accrues to the purchaser during the period
between purchase and settlement. At the time of delivery of the securities the
value may be more or less than the purchase price and an increase in the
percentage of the Series' assets commited to the purchase of securities on a
when-issued or delayed delivery basis may increase the volatility of the Series'
net asset value.

Borrowing

The Series may borrow an amount equal to no more than 20% of the value of
its total assets (calculated when the loan is made) from banks for temporary,
extraordinary or emergency purposes. The Series may pledge up to 20% of its
total assets to secure these borrowings. Borrowing for purposes other than
meeting redemptions may not exceed 5% of the value of the Series' total assets.
Investment securities will not be purchased while borrowings are outstanding.

Illiquid Securities

<PAGE>

securities that are not readily marketable. Restricted securities eligible for
resale pursuant to Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), privately placed commercial paper and municipal lease
obligations if in each case such investments have a readily available market are
not considered illiquid for purposes of this limitation. The Series' investment
in Rule 144A securities could have the effect of increasing illiquidity to the
extent that qualified institutional buyers become, for a time, uninterested in
purchasing Rule 144A securities. The investment adviser will monitor the
liquidity of such restricted securities under the supervision of the Trustees.
Repurchase agreements subject to demand are deemed to have a maturity equal to
the applicable notice period.

INVESTMENT RESTRICTIONS

The Series is subject to certain investment restrictions which, like its
investment objective, constitute fundamental policies. Fundamental policies
cannot be changed without the approval of the holders of a majority of the
Series' outstanding securities, as defined in the Investment Company Act. See
"Investment Restrictions" in the Statement of Additional Information.

HOW THE TRUST IS MANAGED

The Trust has Trustees who, in addition to overseeing the actions of the
Trust's Manager, Subadviser and Distributor, as set forth below, decide upon
matters of general policy. The Trust's Manager conducts and supervises the daily
business operations of the Trust. The Trust's Subadviser furnishes daily
investment advisory services.

For the fiscal year ended November 30, 1995, total expenses of the Series'
Class A shares as a percentage of its average net assets were .78%. See
"Financial Highlights."

MANAGER

Prudential Mutual Fund Management, Inc. (PMF or the Manager), One Seaport
Plaza, New York, New York 10292, is the Manager of the Trust and is compensated
for its services at an annual rate of .40 of 1% of the Series' average daily net
assets up to $1 billion, .375 of 1% of the Series' average daily net assets
between $1 billion and $1.5 billion and .35 of 1% in excess of $1.5 billion. It
was incorporated in May 1987 under the laws of the State of Delaware. For the
fiscal year ended November 30, 1995, the Trust paid management fees to PMF of
.40% of the average net assets of the Series. See "Manager" in the Statement of
Additional Information.

As of December 31, 1995, PMF served as the manager to 36 open-end investment
companies, constituting all of the Prudential Mutual Funds, and as manager or
administrator to 24 closed-end investment companies with aggregate assets of
approximately $51 billion.

Under the Management Agreement with the Trust, PMF manages the investment
operations of the Trust and also administers the Trust's corporate affairs. See
"Manager" in the Statement of Additional Information.

Under a Subadvisory Agreement between PMF and The Prudential Investment
Corporation (PIC or the Subadviser), PIC furnishes investment advisory services
in connection with the management of the Trust and is reimbursed by PMF for its
reasonable costs and expenses incurred in providing such services. Under the
Management Agreement, PMF continues to have responsibility for all investment
advisory services and supervises PIC's performance of such services.

PMF and PIC are indirect, wholly-owned subsidiaries of The Prudential
Insurance Company of America (Prudential), a major diversified insurance and
financial services company.

<PAGE>

DISTRIBUTOR

Prudential Securities Incorporated (Prudential Securities or PSI), One
Seaport Plaza, New York, New York 10292, is a corporation organized under the
laws of the State of Delaware and serves as the distributor of the Series' Class
A shares. It is an indirect, wholly-owned subsidiary of Prudential. Prior to
January 2, 1996, Prudential Mutual Fund Distributors, Inc. (PMFD), One Seaport
Plaza, New York, New York 10292, served as the Distributor of the Series' Class
A shares.

Under a Distribution and Service Plan (the Plan) adopted by the Series under
Rule 12b-1 under the Investment Company Act and a distribution and service
agreement (the Distribution Agreement), the Distributor incurs the expenses of
distributing Class A shares of the Series. These expenses include account
servicing fees paid to, or on account of, financial advisers of Prudential
Securities and representatives of Pruco Securities Corporation (Prusec), an
affiliated broker-dealer, account servicing fees paid to, or on account of,
other broker-dealers or financial institutions (other than national banks) which
have entered into agreements with the Distributor, advertising expenses, the
cost of printing and mailing prospectuses to potential investors and indirect
and overhead costs of Prudential Securities and Prusec associated with the sale
of the Series' Class A shares, including lease, utility, communications and
sales promotion expenses. The State of Texas requires that shares of the Trust
may be sold in that state only by dealers or other financial institutions which
are registered there as broker-dealers.

Under the Plan, the Trust is obligated to pay a service fee to the
Distributor as compensation for its distribution and service activities, not as
reimbursement for specific expenses incurred. If the Distributor's expenses
exceed its distribution and service fees, the Trust will not be obligated to pay
any additional expenses. If the Distributor's expenses are less than such
distribution and service fees, it will retain its full fees and realize a
profit.

Under the Plan, the Trust pays the Distributor for its distribution-related
activities with respect to Class A shares of the Series at an annual rate of up
to .125 of 1% of the average daily net assets of the Series' Class A shares.
Account servicing fees are paid based on the average balance of Series Class A
shares held in accounts of customers of financial advisers. The entire
distribution fee may be used to pay account servicing fees.

For the fiscal year ended November 30, 1995, the Series paid distribution
expenses of .125 of 1% of the average daily net assets of its Class A shares.
The Trust records all payments made under the Plan as expenses in the
calculation of its net investment income.

The Plan provides that it shall continue in effect from year to year
provided that each such continuance is approved annually by a majority vote of
the Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or any agreements related to the Plan (Rule 12b-1
Trustees). The Trustees are provided with and review quarterly reports of
expenditures under the Plan. The Plan may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees or of a majority of the Series' outstanding
Class A shares. The Trust will not be obligated to pay expenses incurred under
the Plan if it is terminated or not continued.

In addition to distribution and service fees paid by the Series under the
Plan, the Manager (or one of its affiliates) may make payments out of its own
resources to dealers and other persons which distribute Class A shares of the
Series. Such payments may be calculated by reference to the net asset value of
shares sold by such persons or otherwise.

On October 21, 1993, PSI entered into an omnibus settlement with the SEC,
state securities regulators (with the exception of the Texas Securities
Commissioner who joined the settlement on January 18, 1994) and the National
Association of Securities Dealers, Inc. (NASD) to resolve allegations that from
1980 through 1990 PSI sold certain limited partnership interests in violation of
securities laws to persons for whom such securities were not suitable and
misrepresented the safety, potential returns and liquidity of these investments.
Without admitting or denying the allegations asserted against it, PSI consented
to the entry of an SEC Administrative Order which stated that PSI's conduct
violated the federal securities laws, directed PSI to cease and desist from
violating the federal securities laws, pay civil penalties, and adopt certain
remedial measures to address the violations.

<PAGE>

Pursuant to the terms of the SEC settlement, PSI agreed to the imposition of
a $10,000,000 civil penalty, established a settlement fund in the amount of
$330,000,000 and procedures to resolve legitimate claims for compensatory
damages by purchasers of the partnership interests. PSI has agreed to provide
additional funds, if necessary, for the purpose of the settlement fund. PSI's
settlement with the state securities regulators included an agreement to pay a
penalty of $500,000 per jurisdiction. PSI consented to a censure and to the
payment of a $5,000,000 fine in settling the NASD action.

In October 1994, a criminal complaint was filed with the United States
Magistrate for the Southern District of New York alleging that PSI committed
fraud in connection with the sale of certain limited partnership interests in
violation of federal securities laws. An agreement was simultaneously filed to
defer prosecution of these charges for a period of three years from the signing
of the agreement, provided that PSI complies with the terms of the agreement.
If, upon completion of the three year period, PSI has complied with the terms of
the agreement, no prosecution will be instituted by the United States for the
offenses charged in the complaint. If on the other hand, during the course of
the three year period, PSI violates the terms of the agreement, the U.S.
Attorney can then elect to pursue these charges. Under the terms of the
agreement, PSI agreed, among other things, to pay an additional $330,000,000
into the fund established by the SEC to pay restitution to investors who
purchased certain PSI limited partnership interests.

For more detailed information concerning the foregoing matters, see
"Distributor" in the Statement of Additional Information, a copy of which may be
obtained at no cost by calling 1-800-225-1852.

The Trust is not affected by PSI's financial condition and is an entirely
separate legal entity from PSI, which has no beneficial ownership therein and
the Trust's assets which are held by State Street Bank and Trust Company, an
independent custodian, are separate and distinct from PSI.

PORTFOLIO TRANSACTIONS

Prudential Securities may act as a broker for the Trust, provided that the
commissions, fees or other remuneration it receives are fair and reasonable. See
"Portfolio Transactions and Brokerage" in the Statement of Additional
Information.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as Custodian of the Trust's portfolio securities
and, in that capacity, maintains certain financial and accounting books and
records pursuant to an agreement with the Trust. Its mailing address is P.O. Box
1713, Boston, Massachusetts 02105.

Prudential Mutual Fund Services, Inc., Raritan Plaza One, Edison, New Jersey
08837, serves as Transfer and Dividend Disbursing Agent and, in those
capacities, maintains certain books and records for the Trust. PMFS is a
wholly-owned subsidiary of PMF. Its mailing address is P.O. Box 15005, New
Brunswick, New Jersey 08906-5005.

HOW THE TRUST VALUES ITS SHARES

The net asset value per share or NAV of the Series' Class A shares is
determined by subtracting its liabilities from the value of its assets and
dividing the remainder by the number of outstanding Class A shares. The Trustees
have fixed the specific time of day for the computation of the Series' NAV to be
as of 4:30 P.M., New York time, immediately after the daily declaration of
dividends.

The Series will compute its NAV once daily on the days that the New York
Stock Exchange is open for trading, except on days on which no orders to
purchase, sell or redeem Series shares have been received or days on which
changes in the value of the Series' portfolio securities do not materially
affect the NAV. The New York Stock Exchange is closed on the following holidays:
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

<PAGE>

The Series determines the value of its portfolio securities by the amortized
cost method. This method involves valuing a security at its cost at the time of
purchase and thereafter assuming a constant amortization to maturity of any
discount or premium regardless of the impact of fluctuating interest rates on
the market value of the instrument. While this method provides certainty in
valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Series would receive if it
sold the instrument. During these periods, the yield to a shareholder may differ
somewhat from that which could be obtained from a similar fund which marks its
portfolio securities to the market each day. For example, during periods of
declining interest rates, if the use of the amortized cost method resulted in a
lower value of the Series' portfolio on a given day, a prospective investor in
the Series would be able to obtain a somewhat higher yield and existing
shareholders would receive correspondingly less income. The converse would apply
during periods of rising interest rates. The Trustees have established
procedures designed to stabilize, to the extent reasonably possible, the NAV of
the Series' shares at $1.00 per share. See "Net Asset Value" in the Statement of
Additional Information.

TAXES, DIVIDENDS AND DISTRIBUTIONS

Taxation of the Series

Each series of the Trust is treated as a separate entity for federal income
tax purposes and each has elected to qualify and intends to remain qualified as
a regulated investment company under the Internal Revenue Code. Accordingly, the
Series will not be subject to federal income taxes on its net investment income
and capital gain, if any, it distributes to shareholders. To the extent not
distributed by the Series, taxable net investment income and net capital gains
are taxable to the Series. The performance and tax qualification of one series
will have no effect on the federal income tax liability of shareholders of the
other series. See "Taxes" in the Statement of Additional Information.

Taxation of Shareholders

Distributions of net investment income and net short-term capital gains
(i.e., the excess of net short-term capital gains over net long-term capital
losses), if any, will be taxable to shareholders of the Series as ordinary
income, whether or not reinvested. The Series does not expect to realize
long-term capital gains or losses. Because none of the income of the Series will
consist of dividends from domestic corporations, dividends of net investment
income and distributions of net short-term capital gains will not be eligible
for the dividends-received deduction for corporate shareholders. Tax-exempt
shareholders will generally not be required to pay taxes on amounts distributed
to them.

Shareholders are advised to consult their own tax advisers regarding
specific questions as to federal, state or local taxes.

Withholding Taxes

Under Treasury Regulations, the Trust is required to withhold and remit to
the U.S. Treasury 31% of dividends, capital gain distributions and redemption
proceeds on the accounts of those shareholders who fail to furnish their tax
identification numbers on IRS Form W-9 (or IRS Form W-8 in the case of certain
foreign shareholders). Withholding at this rate is also required from dividends
and capital gains distributions (but not redemption proceeds) payable to
shareholders who are otherwise subject to backup withholding. Dividends from net
investment income and short-term capital gains paid to a foreign shareholder
will generally be subject to U.S. withholding tax at the rate of 30% (or lower
treaty rate).

Dividends and Distributions

The Series expects to declare daily and pay monthly dividends of net
investment income and short-term capital gains, if any. A shareholder begins to
earn dividends on the first business day after the settlement date of his or her
order and continues to earn dividends through the day on which his or her shares
are redeemed.

<PAGE>

Dividends and distributions will be paid in additional Class A shares of the
Series based on the net asset value of the Series' Class A shares on the payment
date, unless the shareholder elects in writing not less than five business days
prior to the payment date to receive such dividends and distributions in cash.
Such election should be submitted to Prudential Mutual Fund Services, Inc., Att:
Account Maintenance, P.O. Box 15015, New Brunswick, New Jersey 08906-5015. If
you hold shares through Prudential Securities, you should contact your financial
adviser to elect to receive dividends and distributions in cash. The Trust will
notify each shareholder after the close of the Trust's taxable year of both the
dollar amount and taxable status of that year's dividends and distributions on a
per share basis. Distributions may be subject to state and local taxes. See
"Taxation of Shareholders" above.

GENERAL INFORMATION

DESCRIPTION OF SHARES

The Trust, organized as an unincorporated business trust under the laws of
Massachusetts, is a trust fund of the type commonly known as a "Massachusetts
business trust." The Trust's activities are supervised by its Trustees. The
Declaration of Trust permits the Trustees to issue an unlimited number of full
and fractional shares in separate series and classes within such series.

The shareholders of the Money Market Series, the Short-Intermediate Term
Series and the U.S. Treasury Money Market Series are each entitled to a full
vote for each full share of beneficial interest (par value $.01 per share) held
(and fractional votes for fractional shares). Shares of each series are entitled
to vote as a class only to the extent required by the provisions of the
Investment Company Act or as otherwise permitted by the Trustees in their sole
discretion. Under the Investment Company Act, shareholders of each series have
to approve the adoption of any investment advisory agreement relating to such
series and of any changes in the investment policies related thereto.

Shares of the Short-Intermediate Term Series and the U.S. Treasury Money
Market Series are each currently comprised of a single class. Shares of the
Money Market Series are currently divided into two classes designated Class A
and Class Z shares. Each class represents an interest in the same assets of the
Series and is identical in all respects except that (i) each class is subject to
different 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
the other class, (iii) each class has a different exchange privilege and (iv)
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 A shares are subject to distribution and/or service expenses, the
liquidation proceeds to shareholders of those classes are likely to be lower
than to Class Z shareholders whose shares are not subject to any distribution
and/or service expenses. In accordance with the Trust's Declaration of Trust,
the Trustees may authorize the creation of additional classes, with such
preferences, privileges, limitations and voting and dividend rights as the
Trustees may determine. Currently, the Series is offering one class, designated
Class A shares. It is anticipated that the Fund will commence offering Class Z
shares in or about March 1996.

It is the intention of the Trust not to hold annual meetings of
shareholders. The Trustees may call special meetings of shareholders for action
by shareholder vote as may be required by the Investment Company Act or the
Declaration of Trust. Shareholders have certain rights, including the right to
call a meeting upon vote of 10% of the Trust's outstanding shares for the
purpose of voting on the removal of one or more Trustees.

ADDITIONAL INFORMATION

This Prospectus, including the Statement of Additional Information which has
been incorporated by reference herein, does not contain all the information set
forth in the Registration Statement filed by the Trust with the SEC under the
Securities Act of 1933. Copies of the Registration Statement may be obtained at
a reasonable charge from the SEC or may be examined, without charge, at the
office of the SEC in Washington, D.C.

<PAGE>
SHAREHOLDER GUIDE

HOW TO BUY SHARES OF THE TRUST

You may purchase Class A shares of the Series through Prudential Securities
or through Prusec, or directly from the Trust through its Transfer Agent,
Prudential Mutual Fund Services, Inc. (PMFS or the Transfer Agent), Attention:
Investment Services, P.O. Box 15020, New Brunswick, New Jersey 08906-5020. The
minimum initial investment is $1,000. The minimum subsequent investment is $100.
All minimum investment requirements are waived for certain retirement and
employee savings plans and for custodial accounts for the benefit of minors. For
purchases through the Automatic Savings Accumulation Plan, the minimum initial
and subsequent investment is $50. See "Shareholder Services" below.

Class A shares of the Series are sold, without a sales charge, at the NAV
next determined after receipt and acceptance by PMFS of a purchase order and
payment in proper form [i.e., a check or Federal Funds wired to State Street
Bank and Trust Company (State Street), the Trust's custodian]. See "How the
Trust Values its Shares." When payment is received by PMFS prior to 4:30 P.M.,
New York time, in proper form, a share purchase order will be entered at the
price determined as of 4:30 P.M., New York time, on that day, and dividends on
the shares purchased will begin on the business day following such investment.
See "Taxes, Dividends and Distributions."

Application forms can be obtained from PMFS, Prudential Securities or
Prusec. If a stock certificate is desired, it must be requested in writing for
each transaction. Certificates are issued only for full shares. Shareholders who
hold their shares through Prudential Securities will not receive stock
certificates. Shareholders cannot utilize Expedited Redemption or Check
Redemption or have a Systematic Withdrawal Plan if they have been issued share
certificates.

The Trust reserves the right to reject any purchase order (including an
exchange into the Series) or to suspend or modify the continuous offering of its
shares. See "How to Sell Your Shares" below.

Your dealer is responsible for forwarding payment promptly to the Trust. The
Distributor reserves the right to cancel any purchase order for which payment
has not been received by the third business day following the investment.

Transactions in Trust shares may be subject to postage and handling charges
imposed by your dealer.

Purchase through Prudential Securities

Class A shares of the Series may be purchased through Prudential Securities
at the net asset value next computed after your order is received. Prudential
Securities will transmit your order to the Trust on the next business day for
settlement that day and you will begin earning dividends on the second business
day after receipt of your order by Prudential Securities. Prudential Securities
will have the use of any free credit balances (i.e., immediately available
funds) held in your account until they are delivered to the Trust in connection
with your purchase.

Class A shares of the Series purchased by Prudential Securities on behalf of
its clients will be held by Prudential Securities as record holder. Prudential
Securities will thereafter receive statements and dividends directly from the
Series and will in turn provide investors with Prudential Securities account
statements reflecting purchases, redemptions and dividend payments. Although
Prudential Securities clients who purchase Class A shares of the Series through
Prudential Securities may not redeem those shares by check, Prudential
Securities may provide its clients with alternative forms of immediate access to
monies invested in Class A shares of the Series.

Prudential Securities clients wishing additional information concerning
investment in Series Class A shares made through Prudential Securities should
call their Prudential Securities financial adviser.

<PAGE>

account in Class A shares of the Series (Autosweep). Under these procedures, for
accounts other than IRA and Benefit Plans, an order to purchase Class A shares
of the Series is placed (i) in the case of Eligible Credit Balances resulting
from the proceeds of a securities sale, at the opening of business on the day
following the settlement of the securities sale, and (ii) in the case of
Eligible Credit Balances resulting from a non-trade related credit (e.g.,
receipt of a dividend or interest payment, maturity of a bond or a cash payment
into the securities account), at the opening of business semi-monthly. For IRAs
and Benefit Plans, orders will be placed by Prudential Securities (i) on the
settlement date of the securities sale, in the case of Eligible Credit Balances
resulting from the proceeds of a securities sale and (ii) on the business day
after receipt by Prudential Securities of the non-trade related credit, in the
case of Eligible Credit Balances resulting from a non-trade related credit. Each
time an order is placed under these procedures resulting from the settlement of
a securities sale, any non-trade related credit in the client's account will
also be automatically invested. For the purposes of Autosweep, "Benefit Plans"
include (i) employee benefit plans as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974 (ERISA) other than governmental plans as
defined in Section 3(32) of ERISA and church plans as defined in Section 3(33)
of ERISA, (ii) pension, profit-sharing or other employee benefit plans qualified
under Section 401 of the Internal Revenue Code and (iii) deferred compensation
and annuity plans under Section 457 or 403(b)(7) of the Internal Revenue Code.
"IRAs" are Individual Retirement Accounts as defined in Section 408(a) of the
Internal Revenue Code. All shares purchased pursuant to these procedures will
begin earning dividends on the business day after the order is placed.
Prudential Securities will have the use of Eligible Credit Balances until monies
are delivered to the Fund.

Self-directed Investment. Prudential Securities clients not electing
Autosweep may continue to place orders for the purchase of Series Class A shares
through Prudential Securities, subject to minimum initial and subsequent
investment requirements as described above.

A Prudential Securities client who has not elected Autosweep (see "Automatic
Investment") and who does not place a purchase order promptly after funds are
credited to his or her Prudential Securities account will have a free credit
balance with Prudential Securities and will not begin earning dividends until
the business day after Prudential Securities has placed the client's purchase
order with the Trust to purchase Class A shares of the Series. Accordingly,
Prudential Securities will have the use of such free credit balances during this
period.

Purchase through Prusec

You may purchase Class A shares of the Series by placing an order with your
Prusec registered representative accompanied by payment for the purchase price
of such shares and, in the case of a new account, a completed Application Form.
You should also submit an IRS Form W-9. The Prusec registered representative
will then forward these items to the Transfer Agent. See "Purchase By Mail"
below.

Purchase by Wire

For an initial purchase of Class A shares of the Series by wire, you must
first telephone PMFS at (800) 225-1852 (toll free) to receive an account number.
The following information will be requested: your name, address, tax
identification number, dividend distribution election, amount being wired and
wiring bank. Instructions should then be given by you to your bank to transfer
funds by wire to State Street Bank and Trust Company (State Street), Boston,
Massachusetts 02205, Services Division, Attention: Prudential Government
Securities Trust (Money Market Series), specifying on the wire the account
number assigned by PMFS and your name.

If you arrange for receipt by State Street of Federal Funds prior to 4:30
P.M., New York time, on a business day, you may purchase Series Class A shares
as of that day and earn dividends commencing on the next business day.

In making a subsequent purchase order by wire, you should wire State Street
directly, and should be sure that the wire specifies Prudential Government
Securities Trust (Money Market Series) and your name and individual account
number. It is not necessary to call PMFS to make subsequent purchase orders by
wire. The minimum amount which may be invested by wire is $1,000.

<PAGE>

Purchase by Mail

Purchase orders for which remittance is to be made by check or money order
may be submitted directly by mail to Prudential Mutual Fund Services, Inc.,
Attention: Investment Services, P.O. Box 15020, New Brunswick, New Jersey
08906-5020, together with payment of the purchase price of such shares and, in
the case of a new account, a completed Application Form. You should also submit
an IRS Form W-9. If PMFS receives your order to purchase shares of the Trust and
payment in proper form prior to 4:30 P.M., New York time, the purchase order
will be effective on that day and you will begin earning dividends on the
following business day. See "Taxes, Dividends and Distributions." Checks should
be made payable to Prudential Government Securities Trust (Money Market Series).
Certified checks are not necessary, but checks are accepted subject to
collection at full face value in United States funds and must be drawn on a bank
located in the United States. There are restrictions on the redemption of shares
purchased by check while the funds are being collected. See "How to Sell Your
Shares."

HOW TO SELL YOUR SHARES

You can redeem your shares at any time for cash at the NAV next determined
after the redemption request is received in proper form by the Transfer Agent or
Prudential Securities. See "How the Trust Values its Shares."

Shares for which a redemption request is received prior to 4:30 P.M., New
York time, are entitled to a dividend on the day the request is received. By
pre-authorizing Expedited Redemption, you may arrange to have payment for
redeemed shares made in Federal Funds wired to your bank, normally on the next
bank business day following the date of receipt of the redemption instructions.
Should you redeem all of your shares, you will receive the amount of all
dividends declared for the month-to-date on those shares. See "Taxes, Dividends
and Distributions."

If redemption is requested by a corporation, partnership, trust or
fiduciary, written evidence of authority acceptable to the Transfer Agent must
be submitted before such request will be accepted. All correspondence and
documents concerning redemptions should be sent to the Trust in care of its
Transfer Agent, Prudential Mutual Fund Services, Inc., Attention: Redemption
Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

If the proceeds of the redemption (a) exceed $50,000, (b) are to be paid to
a person other than the record owner, (c) are to be sent to an address other
than the address on the Transfer Agent's records or (d) are to be paid to a
corporation, partnership, trust or fiduciary, the signature(s) on the redemption
request and on the certificates, if any, or stock power, must be guaranteed by
an "eligible guarantor institution." An "eligible guarantor institution"
includes any bank, broker, dealer or credit union. The Transfer Agent reserves
the right to request additional information from, and make reasonable inquiries
of, any eligible guarantor institution. For clients of Prusec a signature
guarantee may be obtained from the agency or office manager of most Prudential
Insurance and Financial Services or Preferred Services offices.

Normally, the Trust makes payment on the next business day for all shares of
the Series redeemed, but in any event, payment will be made within seven days
after receipt by PMFS of share certificates and/or of a redemption request in
proper form. However, the Trust may suspend the right of redemption or postpone
the date of payment (a) for any periods during which the New York Stock Exchange
is closed (other than for customary weekend or holiday closings), (b) for any
periods when trading in the markets the Series normally utilizes is closed or
restricted or an emergency exists as determined by the SEC so that disposal of
the investments of the Series or determination of its NAV is not reasonably
practicable, or (c) for such other periods as the SEC may permit for protection
of the shareholders of the Money Market Series.

Payment for redemption of recently purchased shares will be delayed until
the Trust or its Transfer Agent has been advised that the purchase check has
been honored, up to 10 calendar days from the time of receipt of the purchase
check by the Transfer Agent. Such delay may be avoided if shares are purchased
by wire or by certified or official bank check.

<PAGE>

Redemption of Shares Purchased Through Prudential Securities

Prudential Securities clients for whom Prudential Securities has purchased
Class A shares of the Series may have such shares redeemed only by instructing
their Prudential Securities financial adviser orally or in writing.

Prudential Securities has advised the Series that it has established
procedures pursuant to which Class A shares of the Series held by a Prudential
Securities client having a deficiency in his or her Prudential Securities
account will be redeemed automatically to the extent of that deficiency to the
nearest highest dollar, unless the client notifies Prudential Securities to the
contrary. The amount of the redemption will be the lesser of (a) the total NAV
of Series Class A shares held in the client's Prudential Securities account or
(b) the deficiency in the client's Prudential Securities account at the close of
business on the date such deficiency is due. Accordingly, a Prudential
Securities client utilizing this automatic redemption procedure and who wishes
to pay for a securities transaction or meet any market action related deficiency
in his or her account must do so not later than the day of settlement for such
securities transaction or the date such market action related deficiency is
incurred. Prudential Securities clients who have elected to utilize Autosweep
will not be entitled to dividends declared on the date of redemption.

Redemption of Shares Purchased Through PMFS

If you purchase Class A shares of the Series through PMFS, you may use Check
Redemption, Expedited Redemption or Regular Redemption. Prudential Securities
clients for whom Prudential Securities has purchased shares may not use such
services.

Regular Redemption. You may redeem your shares by sending a written request
to PMFS, Attention: Redemption Services, P.O. Box 15010, New Brunswick, New
Jersey 08906-5010. In this case, all share certificates must be endorsed by you
with signature guaranteed, as described above. PMFS may request further
documentation from corporations, executors, administrators, trustees or
guardians. Regular redemption is made by check mailed to the shareholder's
address.

Expedited Redemption. By pre-authorizing Expedited Redemption, you may
arrange to have payment for redeemed shares made in Federal Funds wired to your
bank, normally on the next business day following redemption. In order to use
Expedited Redemption, you may so designate at the time the initial investment is
made or at a later date. Once an Expedited Redemption authorization form has
been completed, the signature on the authorization form guaranteed as set forth
above and the form returned to PMFS, requests for redemption may be made by
telegraph, letter or telephone. To request Expedited Redemption by telephone,
you should call PMFS at (800) 225-1852. Calls must be received by PMFS before
4:30 P.M., New York time, to permit redemption as of such date. Requests by
letter should be addressed to Prudential Mutual Fund Services, Inc., Att:
Redemption Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

A signature guarantee is not required under Expedited Redemption once the
authorization form is properly completed and returned. The Expedited Redemption
privilege may be used to redeem shares in an amount of $200 or more, except that
if an account for which Expedited Redemption is requested has a net asset value
of less than $200, the entire account must be redeemed. The proceeds of redeemed
shares in the amount of $1,000 or more are transmitted by wire to your account
at a domestic commercial bank which is a member of the Federal Reserve System.
Proceeds of less than $1,000 are forwarded by check to your designated bank
account.

During periods of severe market or economic conditions, Expedited Redemption
may be difficult to implement and you should redeem your shares by mail as
described above.

<PAGE>

account or, if the purchase was made by check within 10 calendar days, the check
will be returned marked "insufficient funds." Checks in an amount less than $500
will not be honored. Shares for which certificates have been issued cannot be
redeemed by check. PMFS reserves the right to impose a service charge to
establish a checking account and order checks.

Involuntary Redemption

Because of the relatively high cost of maintaining an account, the Trust
reserves the right to redeem, upon 60 days' written notice, an account which is
reduced to an NAV of $500 or less due to a redemption. You may avoid such
redemption by increasing the NAV of your account to an amount in excess of $500.

Redemption in Kind

If the Trustees determine that it would be detrimental to the best interests
of the remaining shareholders of the Series to make payment wholly or partly in
cash, the Trust may pay the redemption price in whole or in part by a
distribution in kind of securities from the investment portfolio of the Series
in lieu of cash, in conformity with applicable rules of the SEC. Securities will
be readily marketable and will be valued in the same manner as in a regular
redemption. See "How the Trust Values its Shares." If your shares are redeemed
in kind, you would incur transaction costs in converting the assets into cash.
The Trust, however, has elected to be governed by Rule 18f-1 under the
Investment Company Act, under which the Trust is obligated to redeem shares
solely in cash up to the lesser of $250,000 or one percent of the net asset
value of the Trust during any 90-day period for any one shareholder.

90-Day Repurchase Privilege

If you redeem your shares and have not previously exercised the repurchase
privilege, you may reinvest any portion or all of the proceeds of such
redemption in shares of the Trust at the NAV next determined after the order is
received, which must be within 90 days after the date of the redemption. Any
CDSC paid in connection with such redemption will be credited (in shares) to
your account. (If less than a full repurchase is made, the credit will be on a
pro rata basis.) You must notify the Trust's Transfer Agent, either directly or
through Prudential Securities, at the time the repurchase privilege is exercised
to adjust your account for the CDSC you previously paid. Thereafter, any
redemptions will be subject to the CDSC applicable at the time of the
redemption. Exercise of the repurchase privilege will not affect the federal
income tax treatment of any gain realized upon the redemption. However, if the
redemption was made within a 30-day period of the repurchase and if the
redemption resulted in a loss, some or all of the loss, depending on the amount
reinvested, will not be allowed for federal income tax purposes.

Class B and Class C Purchase Privilege

You may direct that the proceeds of the redemption of your shares be
invested in Class B or Class C shares of any Prudential Mutual Fund by calling
your Prudential Securities financial adviser or the Transfer Agent at (800)
225-1852. The transaction will be effected on the basis of the relative NAV.

HOW TO EXCHANGE YOUR SHARES

As a shareholder of the Series you may exchange your shares for shares of
other series of the Trust and certain other Prudential Mutual Funds, including
money market funds and funds sold with an initial sales charge, subject to the
minimum investment requirements of such funds on the basis of the relative NAV.
You may exchange your shares for Class A shares of the Prudential Mutual Funds
on the basis of the relative NAV, plus the applicable sales charge. No
additional sales charge is imposed in connection with subsequent exchanges. You
may not exchange your shares for Class B shares of the Prudential Mutual Funds,
except that shares acquired prior to January 22, 1990 subject to a contingent
deferred sales charge can be exchanged for Class B shares. You may not exchange
your shares for Class C

17
<PAGE>

shares of the Prudential Mutual Funds. See "How to Sell Your Shares-Class B and
Class C Purchase Privilege" above and "Shareholder Investment Account-Exchange
Privilege" in the Statement of Additional Information. An exchange will be
treated as a redemption and purchase for tax purposes.

In order to exchange shares by telephone, you must authorize telephone
exchanges on your initial application form or by written notice to the Transfer
Agent and hold shares in non-certificate form. Thereafter, you may call the
Trust at (800) 225-1852 to execute a telephone exchange of shares, on weekdays,
except holidays, between the hours of 8:00 A.M. and 6:00 P.M., New York time.
For your protection and to prevent fradulent exchanges, your telephone call will
be recorded and you will be asked to provide your personal identification
number. A written confirmation of the exchange transaction will be sent to you.
Neither the Trust nor its agents will be liable for any loss, liability or cost
which results from acting upon instructions reasonably believed to be genuine
under the foregoing procedures. (The Trust or its agents could be subject to
liability if they fail to employ reasonable procedures.) All exchanges will be
made on the basis of the relative NAV of the two funds (or series) next
determined after the request is received in good order. The Exchange Privilege
is available only in states where the exchange may legally be made.

If you hold shares through Prudential Securities, you must exchange your
shares by contacting your Prudential Securities financial adviser. If you hold
certificates, the certificates, signed in the name(s) shown on the face of the
certificates, must be returned in order for the shares to be exchanged. See "How
to Sell Your Shares" above.

You may also exchange shares by mail by writing to Prudential Mutual Fund
Services, Inc., Attention: Exchange Processing, P.O. Box 15010, New Brunswick,
New Jersey 08906-5010.

In periods of severe market or economic conditions the telephone exchange of
shares may be difficult to implement and you should make exchanges by mail by
writing to Prudential Mutual Fund Services, Inc., at the address noted above.

The Exchange Privilege may be modified or terminated at any time on 60 days'
notice to shareholders.

SHAREHOLDER SERVICES

In addition to the exchange privilege, as a shareholder in the Series, you
can take advantage of the following additional services and privileges:

* Automatic Reinvestment of Dividends and/or Distributions. For your
convenience, all dividends and distributions are automatically reinvested in
full and fractional Class A shares of the Series at NAV. You may direct the
Transfer Agent in writing not less than 5 full business days prior to the record
date to have subsequent dividends and/or distributions sent in cash rather than
reinvested. If you hold your shares through Prudential Securities, you should
contact your financial adviser.

* Automatic Savings Accumulation Plan (ASAP). Under ASAP you may make
regular purchases of Series Class A shares in amounts as little as $50 via an
automatic charge to a bank account or Prudential Securities account (including a
Command Account). For additional information about this service, you may contact
your Prudential Securities financial adviser, Prusec representative or the
Transfer Agent directly.

* Tax-Deferred Retirement Plans. Various tax-deferred retirement plans,
including a 401(k) plan, self-directed individual retirement accounts and
"tax-sheltered accounts" under Section 403(b)(7) of the Internal Revenue Code
are available through the Distributor. These plans are for use by both
self-employed individuals and corporate employers. These plans permit either
self-direction of accounts by participants, or a pooled account arrangement.
Information regarding the establishment of these plans, the administration,
custodial fees and other details is available from Prudential Securities or the
Transfer Agent. If you are considering adopting such a plan, you should consult
with your own legal or tax adviser with respect to the establishment and
maintenance of such a plan.

* Systematic Withdrawal Plan. A systematic withdrawal plan is available for
shareholders which provides for monthly or quarterly checks. For additional
information about this service, you may contact your Prudential Securities
financial adviser, Prusec representative or the Transfer Agent directly.

<PAGE>

* Multiple Accounts. Special procedures have been designed for banks and
other institutions that wish to open multiple accounts. An institution may open
a single master account by filing an Application Form with Prudential Mutual
Fund Services, Inc. (PMFS or the Transfer Agent), Attention: Customer Service,
P.O. Box 15005, New Brunswick, New Jersey 08906, signed by personnel authorized
to act for the institution. Individual sub-accounts may be opened at the time
the master account is opened by listing them, or they may be added at a later
date by written advice or by filing forms supplied by the Trust. Procedures are
available to identify sub-accounts by name and number within the master account
name. The investment minimums set forth above are applicable to the aggregate
amounts invested by a group and not to the amount credited to each sub-account.

* Reports to Shareholders. The Trust will send you annual and semi-annual
reports. The financial statements appearing in annual reports are audited by
independent accountants. In order to reduce duplicate mailing and printing
expenses the Trust will provide one annual report and semi-annual shareholder
report and annual prospectus per household. You may request additional copies of
such reports by calling (800) 225-1852 or by writing to the Trust at One Seaport
Plaza, New York, NY 10292.

* Shareholder Inquiries. Inquiries should be addressed to the Trust at One
Seaport Plaza, New York, New York 10292, or by telephone, at (800) 225-1852
(toll free) or, from outside the U.S.A., at (908) 417-7555 (collect).

For additional information regarding the services and privileges described
above, see "Shareholder Investment Account" in the Statement of Additional
Information.

19
<PAGE>

THE PRUDENTIAL MUTUAL FUND FAMILY

Prudential Mutual Fund Management offers a broad range of mutual funds
designed to meet your individual needs. We welcome you to review the investment
options available through our family of funds. For more information on the
Prudential Mutual Funds, including charges and expenses, contact your Prudential
Securities financial adviser or Prusec registered representative or telephone
the Trust at (800) 225-1852 for a free prospectus. Read the prospectus carefully
before you invest or send money.

(Left Column)

Taxable Bond Funds
Prudential Diversified Bond Fund, Inc.
Prudential Government Income Fund
Prudential Government Securities Trust
Short-Intermediate Term Series
Prudential High Yield Fund, Inc.
Prudential Mortgage Income Fund, Inc.
Prudential Structured Maturity Fund, Inc.
Income Portfolio
The BlackRock Government Income Trust

Tax-Exempt Bond Funds
Prudential California Municipal Fund
California Series
California Income Series
Prudential Municipal Bond Fund
High Yield Series
Insured Series
Intermediate Series
Prudential Municipal Series Fund
Florida Series
Hawaii Income Series
Maryland Series
Massachusetts Series
Michigan Series
New Jersey Series
New York Series
North Carolina Series
Ohio Series
Pennsylvania Series
Prudential National Municipals Fund, Inc.

Global Funds
Prudential Europe Growth Fund, Inc.
Prudential Global Fund, Inc.
Prudential Global Genesis Fund, Inc.
Prudential Global Limited Maturity Fund, Inc.
Limited Maturity Portfolio
Prudential Global Natural Resources Fund, Inc.
Prudential Intermediate Global Income Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Global Utility Fund, Inc.
The Global Government Plus Fund, Inc.
The Global Total Return Fund, Inc.

(Right Column)

Equity Funds
Prudential Allocation Fund
Balanced Portfolio
Strategy Portfolio
Prudential Equity Fund, Inc.
Prudential Equity Income Fund
Prudential Growth Opportunity Fund, Inc.
Prudential Jennison Fund, Inc.
Prudential Multi-Sector Fund, Inc.
Prudential Utility Fund, Inc.
Nicholas-Applegate Fund, Inc.
Nicholas-Applegate Growth Equity Fund

Money Market Funds
* Taxable Money Market Funds
Prudential Government Securities Trust
Money Market Series
U.S. Treasury Money Market Series
Prudential Special Money Market Fund
Money Market Series
Prudential MoneyMart Assets

* Tax-Free Money Market Funds
Prudential Tax-Free Money Fund, Inc.
Prudential California Municipal Fund
California Money Market Series
Prudential Municipal Series Fund
Connecticut Money Market Series
Massachusetts Money Market Series
New Jersey Money Market Series
New York Money Market Series

* Command Funds
Command Money Fund
Command Government Fund
Command Tax-Free Fund

* Institutional Money Market Funds
Prudential Institutional Liquidity Portfolio, Inc.
Institutional Money Market Series

A-1

<PAGE>

(Left Column)

No dealer, sales representative or any other
person has been authorized to give any infommation
or to make any representations, other than those
contained in this Prospectus, in connection with
the offer contained in this Prospectus, and, if
given or made, such other information or
representations must not be relied upon as having
been authorized by the Trust or the Distributor.
This Prospectus does not constitute an offer by
the Trust or by the Distributor to sell or a
solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such
offer in such jurisdiction.

- --------------------------------------------------

TABLE OF CONTENTS

Page
----
TRUST HIGHLIGHTS ............................. 2
Risk Factors and Special Characteristics ... 2
TRUST EXPENSES ............................... 4
FINANCIAL HIGHLIGHTS ......................... 5
CALCULATION OF YIELD ......................... 6
HOW THE TRUST INVESTS ........................ 6
Investment Objectives and Policies ......... 6
Other Investments and Policies ............. 7
Investment Restrictions .................... 8
HOW THE TRUST IS MANAGED ..................... 8
Manager .................................... 8
Distributor ................................ 9
Portfolio Transactions ..................... 10
Custodian and Transfer and
Dividend Disbursing Agent ............... 10
HOW THE TRUST VALUES ITS SHARES ........... 10
TAXES, DIVIDENDS AND DISTRIBUTIONS ........ 11
GENERAL INFORMATION .......................... 12
Description of Shares ...................... 12
Additional Information .................... 12
SHAREHOLDER GUIDE ............................ 13
How to Buy Shares of the Trust ........... 13
How to Sell Your Shares .................. 15
How to Exchange Your Shares .............. 17
Shareholder Services ....................... 18
THE PRUDENTIAL MUTUAL FUND FAMILY ............ A-1

- --------------------------------------------------
100A 430144C

- --------------------------------------------------

CUSIP #: 744342 20 50

- --------------------------------------------------

(Right Column)

Prudential
Government
Securities
Trust
- ---------------------
(Money Market Series)

Prudential Mutual Funds
BUILDING YOUR FUTURE
ON OUR STRENGTH

PROSPECTUS

January 29, 1996

<PAGE>

Prudential Government Securities Trust
(U.S. Treasury Money Market Series)

- --------------------------------------------------------------------------------

Prospectus dated January 29, 1996

- --------------------------------------------------------------------------------

The investment objective of the U.S. Treasury Money Market Series (the Series)
is high current income consistent with the preservation of principal and
liquidity. The Series seeks to achieve its objective by investing exclusively in
U.S. Treasury obligations which have maturities of thirteen months or less.
Interest on U.S. Treasury obligations is specifically exempted from state and
local income taxes under federal law. All states allow the character of the
Series' income to pass through to the dividends distributed to its shareholders.
Interest on U.S. Treasury obligations is not exempt from federal income tax.
There can be no assurance that the Series' investment objective will be
achieved. See "How the Trust Invests-Investment Objective and Policies" and
"Taxes, Dividends and Distributions."

An investment in the Series is neither insured nor guaranteed by the U.S.
Government and there can be no assurance that the Series will be able to
maintain a stable net asset value of $1.00 per share. See "How the Trust Values
its Shares."

The Trust's address is One Seaport Plaza, New York, New York 10292, and its
telephone number is (800) 225-1852.

- --------------------------------------------------------------------------------

This Prospectus sets forth concisely the information about the Trust and the
Series that a prospective investor should know before investing. Additional
information about the Trust and the Series has been filed with the Securities
and Exchange Commission in a Statement of Additional Information, dated January
29, 1996, which information is incorporated herein by reference (is legally
considered a part of this Prospectus) and is available without charge upon
request to the Trust 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>

TRUST HIGHLIGHTS

The following summary is intended to highlight certain information contained
in this prospectus and is qualified in its entirety by the more detailed
information appearing elsewhere herein.

- --------------------------------------------------------------------------------

What is Prudential Government Securities Trust?

Prudential Government Securities Trust is a mutual fund whose shares are
offered in three series, each of which operates as a separate fund. A mutual
fund pools the resources of investors by selling its shares to the public and
investing the proceeds of such sale in a portfolio of securities designed to
achieve its investment objective. Technically, the Trust is an open-end,
diversified management investment company. Only the U.S. Treasury Money Market
Series is offered through this Prospectus.

What is the Series' Investment Objective?

The Series' investment objective is high current income consistent with the
preservation of principal and liquidity. The Series invests exclusively in U.S.
Treasury obligations which have effective maturities of thirteen months or less.
There can be no assurance that the Series' investment objective will be
achieved. See "How the Trust Invests-Investment Objective and Policies" at page
6.

Risk Factors and Special Characteristics

It is anticipated that the net asset value of the Series will remain
constant at $1.00 per share, although this cannot be assured. In order to
maintain such constant net asset value, the Series will value its portfolio
securities at amortized cost. While this method provides certainty in valuation,
it may result in periods during which the value of a security in the Series'
portfolio, as determined by amortized cost, is higher or lower than the price
the Series would receive if it sold such security. See "How the Trust Values its
Shares" at page 10.

Who Manages the Trust?

Prudential Mutual Fund Management, Inc. (PMF or the Manager) is the Manager
of the Trust and is compensated for its services at an annual rate of .40 of 1%
of the Series' average daily net assets. As of December 31, 1995, PMF served as
manager or administrator to 60 investment companies, including 36 mutual funds,
with aggregate assets of approximately $51 billion. The Prudential Investment
Corporation (PIC or the Subadviser) furnishes investment advisory services in
connection with the management of the Trust under a Subadvisory Agreement with
PMF. See "How the Trust is Managed-Manager" at page 8.

- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------

Who Distributes the Series' Shares?

Prudential Securities Incorporated (Prudential Securities or PSI), a major
securities underwriter and securities and commodities broker, acts as the
Distributor of the Series' shares and is paid an annual service fee at the rate
of .125 of 1% of the average daily net assets of the Series. Prior to January 2,
1996, Prudential Mutual Fund Distributors, Inc. (PMFD) acted as the Distributor
of the Series' shares. See "How the Trust is Managed-Distributor" at page 9.

What is the Minimum Investment?

The minimum initial investment is $2,500. The subsequent minimum investment
is $100. There is no minimum investment requirement for the Command Account
Program (if the Series is designated as your primary fund) and certain
retirement and employee savings plans or custodial accounts for the benefit of
minors. For purchases made through the Automatic Savings Accumulation Plan, the
minimum initial and subsequent investment is $50. See "Shareholder Guide-How to
Buy Shares of the Trust" at page 13 and "Shareholder Guide-Shareholder Services"
at page 20.

How Do I Purchase Shares?

You may purchase shares of the Series through Prudential Securities, Pruco
Securities Corporation (Prusec) or directly from the Trust, through its transfer
agent, Prudential Mutual Fund Services, Inc. (PMFS or the Transfer Agent) at the
net asset value per share (NAV) next determined after receipt of your purchase
order by the Transfer Agent or Prudential Securities. See "How the Trust Values
its Shares" at page 10 and "Shareholder Guide-How to Buy Shares of the Trust" at
page 13.

How Do I Sell My Shares?

You may redeem shares of the Series at any time at the NAV next determined
after Prudential Securities or the Transfer Agent receives your sell order. See
"Shareholder Guide-How to Sell Your Shares" at page 16.

How Are Dividends and Distributions Paid?

The Series expects to declare daily and pay monthly dividends of net
investment income and short-term capital gains, if any. Dividends and
distributions will be automatically reinvested in additional shares of the
Series at NAV unless you request that they be paid to you in cash. See "Taxes,
Dividends and Distributions" at page 11.

- --------------------------------------------------------------------------------

<PAGE>

TRUST EXPENSES-U.S. TREASURY MONEY MARKET SERIES

- --------------------------------------------------------------------------------

Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases ............................... None
Maximum Sales Load Imposed on Reinvested Dividends .................... None
Deferred Sales Load ................................................... None
Redemption Fees ....................................................... None
Exchange Fee .......................................................... None

Annual Series Operating Expenses
(as a percentage of average net assets)
Management Fees ....................................................... 0.400%
12b-1 Fees ............................................................ 0.125%
Other Expenses ........................................................ 0.095%
-------
Total Series Operating Expenses ....................................... 0.620%
=======

<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: $6 $20 $35 $77
-- --- --- ---
</TABLE>

- ------------
The above example is based on data for the Series' fiscal year ended
November 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 the Series will bear, whether
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "How the Trust is Managed." "Other Expenses" include an estimate
of operating expenses of the Series, such as trustees' and professional fees,
registration fees, reports to shareholders and transfer agency and custodian
fees.

- --------------------------------------------------------------------------------

<PAGE>

FINANCIAL HIGHLIGHTS

(for a share of beneficial interest outstanding
throughout each period indicated)

The following financial highlights for the Series have been audited by Price
Waterhouse LLP, independent accountants, whose report thereon was unqualified.
This information should be read in conjunction with the financial statements and
notes thereto, which appear in the Statement of Additional Information. The
following financial highlights contain selected data for a share of beneficial
interest outstanding, total return, ratios to average net assets and other
supplemental data for each of the periods indicated. The information is based on
data contained in the financial statements.

- --------------------------------------------------------------------------------

U.S. Treasury Money Market Series

December 3, 1990*
Year ended November 30, through
------------------------------------------- November 30,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----

PER SHARE OPERATING PERFORMANCE:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------
Net investment income .050 .033 .025 .034 .057(D)
Dividends from net investment income (.050) (.033) (.025) (.034) (.057)
------ ------ ------ ------ ------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
TOTAL RETURN(D)(D) 5.08% 3.31% 2.54% 3.46% 5.84%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) $339,334 $293,984 $284,978 $233,600 $288,922
Average net assets (000) $345,369 $308,454 $273,313 $263,459 $273,203
Ratio to average net assets:
Expenses, including distribution fees .62% .62% .66% .66% .50%(D)/**
Expenses, excluding distribution fees .50% .50% .53% .54% .38%(D)/**
Net investment income 5.01% 3.21% 2.49% 3.29% 5.74%(D)/**

<FN>
- ------------
*Commencement of investment operations.
**Annualized.
(D)Net of expense subsidy and management fee waiver.
(D)(D)Total returns are calculated assuming a purchase of shares on the first
day and a sale on the last day of each period reported and includes
reinvestment of dividends and distributions. Total returns for periods
less than one year are not annualized.
- --------------------------------------------------------------------------------
</FN>
</TABLE>

<PAGE>

CALCULATION OF YIELD

Value of hypothetical account at end of period ............ $1.000956257
------------
Value of hypothetical account at beginning of period ...... 1.000000000
------------
Base period return ........................................ $0.000956257
============
Current yield (.000956257 x (365/7)) ...................... 4.99%
Effective annual yield, assuming weekly compounding ....... 5.11%

The yield will fluctuate from time to time and is not necessarily
representative of future performance.

The weighted average maturity of the portfolio of the Series on November 30,
1995 was 70 days.

Yield is computed in accordance with a standardized formula described in the
Statement of Additional Information. In addition, comparative performance
information may be used from time to time in advertising or marketing the
Series' shares, including data from Lipper Analytical Services, Inc.,
Morningstar Publications, Inc., Donoghue's Money Fund Report, other industry
publications, business periodicals, and market indices.

HOW THE TRUST INVESTS

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Series is high current income consistent
with the preservation of principal and liquidity. The Series invests exclusively
in U.S. Treasury obligations which have effective maturities of thirteen months
or less. There can be no assurance that this objective will be achieved.

The Series' investment objective is a fundamental policy and, therefore, may
not be changed without the approval of the holders of a majority of the Series'
outstanding voting securities, as defined in the Investment Company Act of 1940,
as amended (the Investment Company Act). Policies that are not fundamental may
be modified by the Trustees.

The Series will invest in the following instruments:

U.S. Treasury Securities. The Series will invest in U.S. Treasury
securities, including bills, notes and bonds. These instruments are direct
obligations of the U.S. Government and, as such, are backed by the "full faith
and credit" of the United States. They differ primarily in their interest rates
and the lengths of their maturities.

Components of U.S. Treasury Securities. The Series may also invest in
component parts of U.S. Treasury notes or bonds, namely, either the corpus
(principal) of such Treasury obligations or one of the interest payments
scheduled to be paid on such obligations. These obligations may take the form of
(i) Treasury obligations from which the interest coupons have been stripped,
(ii) the interest coupons that are stripped, or (iii) book-entries at a Federal
Reserve member bank representing ownership of Treasury obligation components.

<PAGE>

Interest on U.S. Treasury obligations is specifically exempted from state
and local taxes under federal law. While shareholders in the Series do not
directly receive interest on U.S. Treasury obligations, substantially all of the
dividends from the Series will be derived primarily from such interest. All
states allow the character of the Series' income to pass through to its
shareholders so that distributions from the Series derived from interest on U.S.
Treasury obligations will also be exempt from state and local income taxes when
earned by an individual shareholder through a distribution from the Trust. See
"Taxes, Dividends and Distributions."

The Series does not engage in repurchase agreements or lend its portfolio
securities because the income from such activities is generally not exempt from
state and local income taxes.

Interest income on U.S. Treasury obligations is not, however, exempt from
federal income tax. In addition, capital gains, if any, realized by the Series
upon the sale of U.S. Treasury obligations are not exempt from federal taxes or,
generally, from state and local taxes. See "Taxes, Dividends and Distributions."

OTHER INVESTMENTS AND POLICIES

When-Issued and Delayed Delivery Securities

The Series may purchase or sell securities on a when-issued or delayed
delivery basis. When-issued or delayed delivery transactions arise when
securities are purchased or sold by the Series with payment and delivery taking
place as much as a month or more into the future in order to secure what is
considered to be an advantageous price and yield to the Series at the time of
entering into the transaction. The Trust's Custodian will maintain, in a
segregated account of the Series, cash or U.S. Treasury obligations having a
value equal to or greater than the Series' purchase commitments. The Custodian
will likewise segregate securities sold on a delayed delivery basis. The
securities so purchased are subject to market fluctuation and no interest
accrues to the purchaser during the period between purchase and settlement. At
the time of delivery of the securities the value may be more or less than the
purchase price and an increase in the percentage of the Series' assets committed
to the purchase of securities on a when-issued or delayed delivery basis may
increase the volatility of the Series' net asset value.

Borrowing

The Series may borrow an amount equal to no more than 20% of the value of
its total assets (calculated when the loan is made) for temporary, extraordinary
or emergency purposes. Such borrowings shall be made only from banks, unless the
Trust receives an order from the SEC to permit borrowing from entities other
than banks. The Series may pledge up to 20% of its total assets to secure these
borrowings. The Series will not purchase portfolio securities if its borrowings
exceed 5% of its assets.

<PAGE>

Illiquid Securities

The Series may hold up to 10% of its net assets in illiquid securities,
including repurchase agreements which have a maturity of longer than seven days,
securities with legal or contractual restrictions on resale (restricted
securities) and securities that are not readily marketable. Restricted
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933, as amended (the Securities Act), that have a readily available market are
not considered illiquid for purposes of this limitation. The Series' investment
in Rule 144A securities could have the effect of increasing illiquidity to the
extent that qualified institutional buyers become, for a time, uninterested in
purchasing Rule 144A securities. The investment adviser will monitor the
liquidity of such restricted securities under the supervision of the Trustees.

INVESTMENT RESTRICTIONS

The Series is subject to certain investment restrictions which, like its
investment objective, constitute fundamental policies. Fundamental policies
cannot be changed without the approval of the holders of a majority of the
Series' outstanding voting securities, as defined in the Investment Company Act.
See "Investment Restrictions" in the Statement of Additional Information.

HOW THE TRUST IS MANAGED

For the fiscal year ended November 30, 1995, total expenses of the Series as
a percentage of its average net assets were .62%. See "Financial Highlights."

MANAGER

Prudential Mutual Fund Management, Inc. (PMF or the Manager), One Seaport
Plaza, New York, New York 10292, is the Manager of the Trust and is compensated
for its services at an annual rate of .40 of 1% of the Series' average daily net
assets. It was incorporated in May 1987 under the laws of the State of Delaware.
For the fiscal year ended November 30, 1995, the Trust paid management fees to
PMF of .40% of the average net assets of the Series. See "Manager" in the
Statement of Additional Information.

Under the Management Agreement with the Trust, PMF manages the investment
operations of the Trust and also administers the Trust's business affairs. See
"Manager" in the Statement of Additional Information.

PMF and PIC are indirect, wholly-owned subsidiaries of The Prudential
Insurance Company of America (Prudential), a major diversified insurance and
financial services company.

8
<PAGE>

DISTRIBUTOR

Prudential Securities Incorporated (Prudential Securities or PSI), One
Seaport Plaza, New York, New York 10292, is a corporation organized under the
laws of the State of Delaware and serves as the distributor of the Series'
shares. It is an indirect, wholly-owned subsidiary of Prudential. Prior to
January 2, 1996, Prudential Mutual Fund Distributors, Inc. (PMFD), One Seaport
Plaza, New York, New York 10292, served as the Distributor of the Series'
shares.

Under a Distribution and Service Plan (the Plan) adopted by the Series under
Rule 12b-1 under the Investment Company Act and a distribution and service
agreement (the Distribution Agreement), the Distributor incurs the expenses of
distributing the shares of the Series. These expenses include account servicing
fees paid to, or on account of, financial advisers of Prudential Securities
Incorporated (Prudential Securities or PSI) and representatives of Pruco
Securities Corporation (Prusec), affiliated broker-dealers, account servicing
fees paid to, or on account of, other broker-dealers or financial institutions
(other than national banks) which have entered into agreements with the
Distributor, advertising expenses, the cost of printing and mailing prospectuses
to potential investors and indirect and overhead costs of Prudential Securities
and Prusec associated with the sale of the Series' shares, including lease,
utility, communications and sales promotion expenses. The State of Texas
requires that shares of the Series may be sold in that State only by dealers or
other financial institutions which are registered there as broker-dealers.

Under the Plan, the Trust pays the Distributor for its distribution-related
activities with respect to the Series at an annual rate of up to .125 of 1% of
the Series' average daily net assets. Account servicing fees are paid based on
the average balance of Series' shares held in the accounts of customers of
financial advisers. The entire distribution fee may be used to pay account
servicing fees.

For the fiscal year ended November 30, 1995, the Series paid distribution
expenses of .125 of 1% of the daily net assets of its shares. The Trust records
all payments made under the Plan as expenses in the calculation of its net
investment income.

The Plan provides that it shall continue in effect from year to year
provided that each such continuance is approved annually by a majority vote of
the Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any agreement related to the Plan (Rule 12b-1
Trustees). The Trustees are provided with and review quarterly reports of
expenditures under the Plan. The Plan may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees or of a majority of the Series' outstanding
shares. The Trust will not be obligated to pay expenses incurred under the Plan
if it is terminated or not continued.

In addition to service fees paid by the Series under the Plan, the Manager
(or one of its affiliates) may make payments out of its own resources to dealers
and other persons which distribute shares of the Series. Such payments may be
calculated by reference to the net asset value of shares sold by such persons or
otherwise.

<PAGE>

For more detailed information concerning the foregoing matters, see
"Distributor" in the Statement of Additional Information, a copy of which may be
obtained at no cost by calling 1-800-225-1852.

PORTFOLIO TRANSACTIONS

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as Custodian for the Trust's portfolio securities
and cash and, in that capacity, maintains certain financial and accounting books
and records pursuant to an agreement with the Trust. Its mailing address is P.O.
Box 1713, Boston, Massachusetts 02105.

Prudential Mutual Fund Services, Inc., Raritan Plaza One, Edison, New Jersey
08837, serves as Transfer Agent and Dividend Disbursing Agent and, in those
capacities, maintains certain books and records for the Trust. PMFS is a
wholly-owned subsidiary of PMF. Its mailing address is P.O. Box 15005, New
Brunswick, New Jersey 08906-5005.

HOW THE TRUST VALUES ITS SHARES

The Series' net asset value per share or NAV is determined by subtracting
its liabilities from the value of its assets and dividing the remainder by the
number of outstanding shares. The Trustees have fixed the specific time of day
for the computation of the Series' NAV to be as of 4:30 P.M., New York time,
immediately after the declaration of dividends.

The Series will compute its NAV once daily on days that the New York Stock
Exchange is open for trading except on days on which no orders to purchase, sell
or redeem Series shares have been received or days on which changes in the value
of the Series' portfolio securities do not materially affect the net asset
value. The New York Stock Exchange is closed on the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.

<PAGE>

The Series determines the value of its portfolio securities by the amortized
cost method. This method involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price the Series would receive if it sold the
instrument. During these periods, the yield to a shareholder may differ somewhat
from that which could be obtained from a similar fund which marks its portfolio
securities to the market each day. For example, during periods of declining
interest rates, if the use of the amortized cost method resulted in a lower
value of the Series' portfolio on a given day, a prospective investor in the
Series would be able to obtain a somewhat higher yield and existing shareholders
would receive correspondingly less income. The converse would apply during
periods of rising interest rates. The Trustees have established procedures
designed to stabilize, to the extent reasonably possible, the NAV of the shares
of the Series at $1.00 per share. See "Net Asset Value" in the Statement of
Additional Information.

TAXES, DIVIDENDS AND DISTRIBUTIONS

Taxation of the Series

Each series of the Trust is treated as a separate entity for federal income
tax purposes and each has elected to qualify and intends to remain qualified as
a regulated investment company under the Internal Revenue Code. Accordingly, the
Series will not be subject to federal income taxes on its net investment income
and capital gains, if any, that it distributes to its shareholders. To the
extent not distributed by the Series, taxable net investment income and net
capital gains are taxable to the Series. The performance and tax qualification
of one series will have no effect on the federal income tax liability of
shareholders of the other series. See "Taxes" in the Statement of Additional
Information.

Taxation of Shareholders

Distributions of net investment income and realized net short-term capital
gains (i.e., the excess of net short-term capital gains over net long-term
capital losses), if any, are taxable to shareholders of the Series for U.S.
federal income tax purposes as ordinary income, whether or not reinvested. The
Series does not expect to realize long-term capital gains or losses. Because
none of the income of the Series will consist of dividends from domestic
corporations, dividends of net investment income and distributions of net
short-term capital gains will not be eligible for the dividends-received
deduction for corporate shareholders. Tax-exempt shareholders generally will not
be required to pay taxes on amounts distributed to them.

The Series will invest exclusively in U.S. Treasury obligations whose
interest is specifically exempted from state and local income taxes under
federal law. See "How the Trust Invests-Investment Objective and Policies" for a
discussion of the treatment of dividends from the Fund for state and local
income tax purposes. Investors should recognize that the state and local income
tax rules that apply to the Series and its shareholders may be subject to change
in the future and that such changes could have an adverse impact on the Series
and its shareholders.

Shareholders are advised to consult their own tax advisers regarding
specific questions as to federal, state or local taxes.

Withholding Taxes

Under U.S. Treasury Regulations, the Trust is required to withhold and remit
to the U.S. Treasury 31% of dividend, capital gain distributions and redemption
proceeds on the accounts of those shareholders who fail to furnish their tax
identification numbers on IRS Form W-9 (or IRS Form W-8 in the case of certain
foreign shareholders). Withholding at

<PAGE>

this rate is also required from dividends and capital gains distributions (but
not redemption proceeds) payable to shareholders who are otherwise subject to
backup withholding. Dividends from net investment income and short-term capital
gains paid to a foreign shareholder will generally be subject to U.S.
withholding tax at the rate of 30% (or lower treaty rate).

Dividends and Distributions

Dividends and distributions will be paid in additional shares of the Series
based on the net asset value of the Series' shares on the payment date, unless
the shareholder elects in writing not less than five business days prior to the
payment date to receive such dividends and distributions in cash. Such election
should be submitted to Prudential Mutual Fund Services, Inc., Att: Account
Maintenance, P.O. Box 15015, New Brunswick, New Jersey 08906-5015. If you hold
shares through Prudential Securities, you should contact your financial adviser
to elect to receive dividends and distributions in cash. The Trust will notify
each shareholder after the close of the Trust's taxable year of both the dollar
amount and taxable status of that year's dividends and distributions on a per
share basis. Distributions may be subject to state and local taxes. See
"Taxation of Shareholders" above.

GENERAL INFORMATION

DESCRIPTION OF SHARES

The shareholders of the U.S. Treasury Money Market Series, the Money Market
Series and the Short-Intermediate Term Series are each entitled to a full vote
for each full share of beneficial interest (par value $.01 per share) held (and
fractional votes for fractional shares). Shares of each series are entitled to
vote as a class only to the extent required by the provisions of the Investment
Company Act or as otherwise permitted by the Trustees in their sole discretion.
Under the Investment Company Act, shareholders of each series have to approve
the adoption of any investment advisory agreement relating to such series and of
any changes in the investment policies related thereto.

It is the intention of the Trust not to hold annual meetings of
shareholders. The Trustees may call special meetings of shareholders for action
by shareholder vote as may be required by the Investment Company Act or the
Declaration of Trust. Shareholders have certain rights, including the right to
call a meeting upon a vote of 10% of the Trust's outstanding shares for the
purpose of voting on the removal of one or more Trustees.

ADDITIONAL INFORMATION

<PAGE>

SHAREHOLDER GUIDE

HOW TO BUY SHARES OF THE TRUST

You may purchase shares of the Series through Prudential Securities or
Prusec or directly from the Trust through its Transfer Agent, Prudential Mutual
Fund Services, Inc. (PMFS or the Transfer Agent), Attention: Investment
Services, P.O. Box 15020, New Brunswick, New Jersey 08906-5020. The minimum
initial investment is $2,500. The minimum subsequent investment is $100. All
minimum investment requirements are waived for the Command Account Program (if
the Series is designated as your primary fund) and certain retirement and
employee savings plans or custodial accounts for the benefit of minors. For
purchases made through the Automatic Savings Accumulation Plan, the minimum
initial and subsequent investment is $50. See "Shareholder Services."

Shares of the Series are sold, without a sales charge, at the NAV next
determined after receipt and acceptance by PMFS of a purchase order and payment
in proper form [i.e., a check or Federal Funds wired to State Street Bank and
Trust Company (State Street)]. See "How the Trust Values its Shares." When
payment is received by PMFS prior to 4:30 P.M., New York time, in proper form, a
share purchase order will be entered at the price determined as of 4:30 P.M.,
New York time, on that day, and dividends on the shares purchased will begin on
the business day following such investment. See "Taxes, Dividends and
Distributions."

The Trust reserves the right to reject any purchase order (including an
exchange into the Series) or to suspend or modify the continuous offering of its
shares. See "How to Sell Your Shares" below.

Transactions in Trust shares may be subject to postage and other charges
imposed by your dealer.

Purchases through Prudential Securities

Shares of the Series may be purchased through Prudential Securities at the
net asset value next computed after your order is received. Prudential
Securities will transmit your order to the Trust on the next business day for
settlement that day and you will begin earning dividends on the second business
day after receipt of your order by Prudential Securities. Prudential Securities
will have the use of any free credit balances (i.e., immediately available
funds) held in your account until they are delivered to the Trust in connection
with your purchase.

Shares of the Series purchased by Prudential Securities on behalf of its
clients will be held by Prudential Securities as record holder. Prudential
Securities will therefore receive statements and dividends directly from the
Trust and will in turn provide investors with Prudential Securities account
statements reflecting purchases, redemptions and dividend payments. Although
Prudential Securities clients who purchase shares of the Series through
Prudential Securities may not redeem shares of the Series by check, Prudential
Securities provides its clients with alternative forms of immediate access to
monies invested in shares of the Series.

Prudential Securities clients wishing additional information concerning
investment in Series shares made through Prudential Securities should call their
Prudential Securities financial adviser.

<PAGE>

Automatic Investment. Prudential Securities has advised the Series that it
has instituted procedures pursuant to which, upon enrollment by a Prudential
Securities client, Prudential Securities will make automatic investments of free
credit cash balances of $1,000 or more ($1.00 for IRAs and Benefit Plans)
(Eligible Credit Balances) held in such client's account in shares of the Series
(Autosweep). Under these procedures, for accounts other than IRA and Benefit
Plans, an order to purchase shares of the Series is placed (i) in the case of
Eligible Credit Balances resulting from the proceeds of a securities sale, at
the opening of business on the day following the settlement of the securities
sale, and (ii) in the case of Eligible Credit Balances resulting from a
non-trade related credit (e.g., receipt of a dividend or interest payment,
maturity of a bond or a cash payment into the securities account), at the
opening of business semi-monthly. For IRAs and Benefit Plans, orders will be
placed by Prudential Securities (i) on the settlement date of the securities
sale, in the case of Eligible Credit Balances resulting from the proceeds of a
securities sale and (ii) on the business day after receipt by Prudential
Securities of the non-trade related credit, in the case of Eligible Credit
Balances resulting from a non-trade related credit. Each time an order is placed
under these procedures resulting from the settlement of a securities sale, any
non-trade related credit in the client's account will also be automatically
invested. For the purposes of Autosweep, "Benefit Plans" include (i) employee
benefit plans as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974 (ERISA) other than governmental plans as defined in Section
3(32) of ERISA and church plans as defined in Section 3(33) of ERISA, (ii)
pension, profit-sharing or other employee benefit plans qualified under Section
401 of the Internal Revenue Code and (iii) deferred compensation and annuity
plans under Section 457 or 403(b)(7) of the Internal Revenue Code. "IRAs" are
Individual Retirement Accounts as defined in Section 408(a) of the Internal
Revenue Code. All shares purchased pursuant to these procedures will begin
earning dividends on the business day after the order is placed. Prudential
Securities will have the use of Eligible Credit Balances until monies are
delivered to the Fund.

Self-Directed Investment. Prudential Securities clients not electing
Autosweep may continue to place orders for the purchase of Series shares through
Prudential Securities, subject to minimum initial and subsequent investment
requirements as described above.

A Prudential Securities client who has not elected Autosweep (see "Automatic
Investment") and who does not place a purchase order promptly after funds are
credited to his or her Prudential Securities account will have a free credit
balance with Prudential Securities and will not begin earning dividends on
shares of the Fund until the second business day after receipt of the order by
Prudential Securities. Accordingly, Prudential Securities will have the use of
such free credit balances during this period.

Purchases through Prusec

You may purchase shares of the Series by placing an order with your Prusec
registered representative accompanied by payment for the purchase price of such
shares and, in the case of a new account, a completed Application Form. You
should also submit an IRS Form W-9. The Prusec registered representative will
then forward these items to the Transfer Agent. See "Purchase By Mail" below.

Purchase by Wire

For an initial purchase of shares of the Series by wire, you must first
telephone PMFS at (800) 225-1852 (toll-free) to receive an account number. The
following information will be requested: your name, address, tax identification
number, dividend distribution election, amount being wired and wiring bank.
Instructions should then be given by you or your bank to transfer funds by wire
to State Street Bank and Trust Company, Boston, Massachusetts, Custody and
Shareholder Services Division, Attention: Prudential Government Securities
Trust, U.S. Treasury Money Market Series, specifying on the wire the account
number assigned by PMFS and your name.

If you arrange for receipt by State Street of Federal Funds prior to 4:30
P.M., New York time, on a business day, you may purchase shares of the Series as
of that day and earn dividends commencing on the next business day.

<PAGE>

In making a subsequent purchase order by wire, you should wire State Street
directly and should be sure that the wire specifies Prudential Government
Securities Trust (U.S. Treasury Money Market Series) and your name and
individual account number. It is not necessary to call PMFS to make subsequent
purchase orders by wire. The minimum amount which may be invested by wire is
$1,000.

Purchase by Mail

Purchase orders for which remittance is to be made by check or money order
may be submitted directly by mail to Prudential Mutual Fund Services, Inc.,
Attention: Investment Services, P.O. Box 15020, New Brunswick, New Jersey
08906-5020, together with payment of the purchase price of such shares and, in
the case of a new account, a completed Application Form. You should also submit
an IRS Form W-9. If PMFS receives an order to purchase shares of the Series and
payment in proper form prior to 4:30 P.M., New York time, the purchase order
will be effective on that day and you will begin earning dividends on the
following business day. See "Taxes, Dividends and Distributions." Checks should
be made payable to Prudential Government Securities Trust, U.S. Treasury Money
Market Series. Certified checks are not necessary, but checks must be drawn on a
bank located in the United States. There are restrictions on the redemption of
shares purchased by check while the funds are being collected. See "How to Sell
Your Shares."

The Prudential Advantage Account Program

Shares of the Series are offered to participants in the Prudential Advantage
Account Program (the Advantage Account Program), a financial services program
available to clients of Pruco Securities Corporation. Investors participating in
the Advantage Account Program may select the Series as their primary investment
vehicle. Such investors will have the free credit cash balances of $1.00 or more
in their Securities Account (Available Cash) (a component of the Advantage
Account Program carried through Prudential Securities) automatically invested in
shares of the Series. Specifically, an order to purchase shares of the Series is
placed (i) in the case of Available Cash resulting from the proceeds of
securities sales, on the settlement date of the securities sale, and (ii) in the
case of Available Cash resulting from non-trade related credits (i.e., receipt
of dividends and interest payments, or a cash payment by the participant into
his or her Securities Account), on the business day after receipt by Prudential
Securities of the non-trade related credit.

All shares purchased pursuant to these automatic purchase procedures will
begin earning dividends on the business day after the order is placed.
Prudential Securities will arrange for investment in shares of the Series at
4:30 P.M. on the day the order is placed and cause payment to be made in federal
funds for the shares prior to 4:30 P.M. on the next business day. Prudential
Securities will have the use of free credit cash balances until delivery to the
Trust.

Redemptions will be automatically effected by Prudential Securities to
satisfy debit balances in a Securities Account created by activity therein or
existing under the Advantage Account Program, such as those incurred by use of
the Visa\'(R) Account, including Visa purchases, cash advances and Visa Account
checks. Each Advantage Account Program Securities Account will be automatically
scanned for debits each business day as of the close of business on that day and
after application of any free credit cash balances in the account to such
debits, a sufficient number of shares of the Series (if selected as the primary
fund) and, if necessary, shares of other Advantage Account funds owned by the
Advantage Account Program participant which have not been selected as his or her
primary fund or shares of a participant's money market funds managed by PMF
which are not primary Advantage Account funds will be redeemed as of that
business day to satisfy any remaining debits in the Securities Account. Shares
may not be purchased until all debits, overdrafts and other requirements in the
Securities Account are satisfied.

Advantage Account Program charges and expenses are not reflected in the
table of Trust expenses. See "Trust Expenses."

For information on participation in the Advantage Account Program, you
should telephone (800) 235-7637 (toll-free).

<PAGE>

Command AccountTM Program

Shares of the Series are offered to participants in the Prudential
Securities Command AccountTM program, an integrated financial services program
of Prudential Securities. Investors having a Command Account may select the
Series as their primary fund. Such investors will have the free credit cash
balances of $1.00 or more in their Securities Account (Available Cash) (a
component of the Command Account program) automatically invested in shares of
the Series as described below. Specifically, an order to purchase shares of the
Series is placed (i) in the case of Available Cash resulting from the proceeds
of securities sales, on the settlement date of the securities sale, and (ii) in
the case of Available Cash resulting from non-trade related credits (i.e.,
receipt of dividends and interest payments, or a cash payment by the participant
into his or her Securities Account), on the business day after receipt by
Prudential Securities of the non-trade related credit. These automatic purchase
procedures are also applicable for Corporate Command Accounts.

Redemptions will be automatically effected by Prudential Securities to
satisfy debit balances in a Securities Account created by activity therein or
arising under the Command program, such as those incurred by use of the Visa
Gold Account, including Visa purchases, cash advances and Visa Account checks.
Each Command program Securities Account will be automatically scanned for debits
monthly for all Visa purchases incurred during the month and each business day
as of the close of business on that day for all cash advances and check charges
as incurred and after application of any free credit cash balances in the
account to such debits, a sufficient number of shares of the Series and, if
necessary, shares of other Command funds owned by the Command program
participant which have not been selected as his or her primary fund or shares of
a participant's money market funds managed by PMF which are not primary Command
funds will be redeemed as of that business day to satisfy any remaining debits
in the Securities Account. The single monthly debit for Visa purchases will be
made on the twenty-fifth day of each month, or the prior business day if the
twenty-fifth day falls on a weekend or holiday. Margin loans will be utilized to
satisfy debits remaining after the liquidation of all shares of the Series in a
Securities Account, and shares may not be purchased until all debits, margin
loans and other requirements in the Securities Account are satisfied. Command
Account participants will not be entitled to dividends declared on the date of
redemption.

For information on participation in the Command Account program, you should
telephone (800) 222-4321 (toll-free).

HOW TO SELL YOUR SHARES

Shares for which a redemption request is received by PMFS prior to 4:30
P.M., New York time, are entitled to a dividend on the day on which the request
is received. By pre-authorizing Expedited Redemption, you may arrange to have
payment for redeemed shares made in Federal Funds wired to your bank, normally
on the next bank business day following the date of receipt of the redemption
instructions. Should you redeem all of your shares, you will receive the amount
of all dividends declared for the month-to-date on those shares. See "Taxes,
Dividends and Distributions."

<PAGE>

concerning redemptions should be sent to the Trust in care of its Transfer
Agent, Prudential Mutual Fund Services, Inc., Attention: Redemption Services,
P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

If the proceeds of the redemption (a) exceed $50,000, (b) are to be paid to
a person other than the record owner, (c) are to be sent to an address other
than the address on the Transfer Agent's records or (d) are to be paid to a
corporation, partnership, trust or fiduciary, the signature(s) on the redemption
request and on the certificates, if any, or stock power, must be guaranteed by
an "eligible guarantor institution." An "eligible guarantor institution"
includes any bank, broker, dealer or credit union. The Transfer Agent reserves
the right to request additional information from, and make reasonable inquiries
of, any eligible guarantor institution. For clients of Prusec, a signature
guarantee may be obtained from the agency or office manager of most Prudential
Insurance and Financial Services or Preferred Services offices.

Normally, the Trust makes payment on the next business day for all shares of
the Series redeemed, but in any event, payment will be made within seven days
after receipt by PMFS of share certificates and/or of a redemption request in
proper form. However, the Trust may suspend the right of redemption or postpone
the date of payment (a) for any periods during which the New York Stock Exchange
is closed (other than for customary weekend or holiday closings), (b) for any
periods when trading in the markets which the Trust normally utilizes is closed
or restricted or an emergency exists as determined by the SEC so that disposal
of the Series' investments or determination of its NAV is not reasonably
practicable or (c) for such other periods as the SEC may permit for protection
of the Series' shareholders.

Payment for redemption of recently purchased shares will be delayed until
the Trust or its Transfer Agent has been advised that the purchase check has
been honored, up to 10 calendar days from the time of receipt of the purchase
check by the Transfer Agent. Such delay may be avoided by purchasing shares by
wire or by certified or official bank check.

Redemption of Shares Purchased through Prudential Securities

Prudential Securities clients for whom Prudential Securities has purchased
shares of the Series may have these shares redeemed only by instructing their
Prudential Securities financial adviser orally or in writing.

Prudential Securities has advised the Trust that it has established
procedures pursuant to which shares of the Series held by a Prudential
Securities client having a deficiency in his or her Prudential Securities
account will be redeemed automatically to the extent of that deficiency to the
nearest highest dollar, unless the client notifies Prudential Securities to the
contrary. The amount of the redemption will be the lesser of (a) the total NAV
of the Series held in the client's Prudential Securities account or (b) the
deficiency in the client's Prudential Securities account at the close of
business on the date such deficiency is due. Accordingly, a Prudential
Securities client utilizing this automatic redemption procedure and who wishes
to pay for a securities transaction or meet any market action related deficiency
in his or her account other than through such automatic redemption procedure
must do so not later than the day of settlement for such securities transaction
or the date such market action related deficiency is incurred. Prudential
Securities clients who have elected to utilize Autosweep will not be entitled to
dividends declared on the date of redemption.

Redemption of Shares Purchased through PMFS

If you purchase shares of the Series through PMFS, you may use Check
Redemption, Expedited Redemption or Regular Redemption. Prudential Securities
clients for whom Prudential Securities has purchased shares may not use such
services.

Regular Redemption. You may redeem your shares by sending a written request,
accompanied by duly endorsed share certificates, if issued, to PMFS, Attention:
Redemption Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010. In
this case, all share certificates must be endorsed by you with signature
guaranteed, as described above.

<PAGE>

PMFS may request further documentation from corporations, executors,
administrators, trustees or guardians. Regular redemption is made by check sent
to the shareholder's address.

Expedited Redemption. By pre-authorizing Expedited Redemption, you may
arrange to have payment for redeemed shares made in Federal Funds wired to your
bank, normally on the next business day following redemption. In order to use
Expedited Redemption, you may so designate at the time the initial Application
Form is filed or at a later date. Once the Expedited Redemption authorization
form has been completed, the signature on the authorization form guaranteed as
set forth above and the form returned to PMFS, requests for redemption may be
made by telegraph, letter or telephone. To request Expedited Redemption by
telephone, you should call PMFS at (800) 255-1852. Calls must be received by
PMFS before 4:30 P.M., New York time to permit redemption as of such date.
Requests by letter should be addressed to Prudential Mutual Fund Services, Inc.,
Att: Redemption Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

A signature guarantee is not required under Expedited Redemption once the
authorization form is properly completed and returned. The Expedited Redemption
privilege may be used only to redeem shares in an amount of $200 or more, except
that, if an account for which Expedited Redemption is requested has a net asset
value of less than $200, the entire account must be redeemed. The proceeds of
redeemed shares in the amount of $1,000 or more are transmitted by wire to your
account at a domestic commercial bank which is a member of the Federal Reserve
System. Proceeds of less than $1,000 are forwarded by check to your designated
bank account.

During periods of severe market or economic conditions, Expedited Redemption
may be difficult to implement and you should redeem your shares by mail as
described above.

Check Redemption. At your request, State Street will establish a personal
checking account for you. Checks drawn on this account can be made payable to
the order of any person in any amount greater than $500. When such check is
presented to State Street for payment, State Street presents the check to the
Trust as authority to redeem a sufficient number of shares of the Series in your
account to cover the amount of the check. If insufficient shares are in the
account, or if the purchase was made by check within 10 calendar days, the check
will be returned marked "insufficient funds." Checks in an amount less than $500
will not be honored. Shares for which certificates have been issued cannot be
redeemed by check. PMFS reserves the right to impose a service charge to
establish a checking account and order checks.

Involuntary Redemption

Because of the relatively high cost of maintaining an account, the Trust
reserves the right to redeem, upon 60 days' written notice, an account which is
reduced by a shareholder to an NAV of $500 or less due to redemption. You may
avoid such redemption by increasing the NAV of your account to an amount in
excess of $500.

Redemption in Kind

If the Trustees determine that it would be detrimental to the best interests
of the remaining shareholders of the Series to make payment wholly or partly in
cash, the Trust may pay the redemption price in whole or in part by a
distribution in kind of securities from the portfolio of the Series, in lieu of
cash in conformity with applicable rules of the Securities and Exchange
Commission. Securities will be readily marketable and will be valued in the same
manner as in a regular redemption. See "How the Trust Values its Shares." If
your shares are redeemed in kind, you would incur transaction costs in
converting the assets into cash. The Trust, however, has elected to be governed
by Rule 18f-1 under the Investment Company Act pursuant to which the Trust is
obligated to redeem shares solely in cash up to the lesser of $250,000 or one
percent of the net asset value of the Series during any 90-day period for any
one shareholder.

90-Day Repurchase Privilege

If you redeem your shares and have not previously exercised the repurchase
privilege, you may reinvest any portion or all of the proceeds of such
redemption in shares of the Series at the NAV next determined after the order is
received,

<PAGE>

which must be within 90 days after the date of the redemption. Any CDSC paid in
connection with such redemption will be credited (in shares) to your account.
(If less than a full repurchase is made, the credit will be on a pro rata
basis.) You must notify the Trust's Transfer Agent, either directly or through
Prudential Securities, at the time the repurchase privilege is exercised to
adjust your account for the CDSC you previously paid. Thereafter, any
redemeptions will be subject to the CDSC applicable at the time of redemption.
Exercise of the repurchase privilege will not affect the federal income tax
treatment of any gain realized upon the redemption. However, if the redemption
was made within a 30-day period of the repurchase and if the redemption resulted
in a loss, some or all of the loss, depending on the amount reinvested, will not
be allowed for federal income tax purposes.

Class B and Class C Purchase Privilege

HOW TO EXCHANGE YOUR SHARES

In order to exchange shares by telephone, you must authorize telephone
exchanges on your initial application form or by written notice to the Transfer
Agent and hold shares in non-certificate form. Thereafter, you may call the
Trust at (800) 225-1852 to execute a telephone exchange of shares, on weekdays,
except holidays, between the hours of 8:00 A.M. and 6:00 P.M., New York time.
For your protection and to prevent fraudulent exchanges, your telephone call
will be recorded and you will be asked to provide your personal identification
number. A written confirmation of the exchange transaction will be sent to you.
Neither the Trust nor its agents will be liable for any loss, liability or cost
which results from acting upon instructions reasonably believed to be genuine
under the foregoing procedures. (The Trust or its agents could be subject to
liability if they fail to employ reasonable procedures.) All exchanges will be
made on the basis of the relative NAV of the two funds (or series) next
determined after the request is received in good order. The Exchange Privilege
is available only in states where the exchange may legally be made.

You may also exchange shares by mail by writing to Prudential Mutual Fund
Services, Inc., Attention: Exchange Processing, P.O. Box 15010, New Brunswick,
New Jersey 08906-5010.

In periods of severe market or economic conditions the telephone exchange of
shares may be difficult to implement and you should make exchanges by mail in
writing to Prudential Mutual Fund Services, Inc., at the address noted above.

The Exchange Privilege may be modified or terminated at any time on 60 days'
notice to shareholders.

<PAGE>

SHAREHOLDER SERVICES

In addition to the exchange privilege, as a shareholder in the Series, you
can take advantage of the following additional services and privileges:

*Automatic Reinvestment of Dividends and/or Distributions. For your
convenience, all dividends and distributions are automatically reinvested in
full and fractional shares of the Series at NAV. You may direct the Transfer
Agent in writing not less than 5 full business days prior to the record date to
have subsequent dividends and/or distributions sent in cash rather than
reinvested. If you hold shares through Prudential Securities, you should contact
your financial adviser.

*Automatic Savings Accumulation Plan (ASAP). Under ASAP you may make regular
purchases of Series shares in amounts as little as $50 via an automatic charge
to a bank account or Prudential Securities account (including a Command
Account). For additional information about this service, you may contact your
Prudential Securities financial adviser, Prusec representative or the Transfer
Agent directly.

*Tax-Deferred Retirement Plans. Various tax-deferred retirement plans,
including a 401(k) plan, self-directed individual retirement accounts and
"tax-sheltered accounts" under Section 403(b)(7) of the Internal Revenue Code
are available through the Distributor. These plans are for use by both
self-employed individuals and corporate employers. These plans permit either
self-direction of accounts by participants, or a pooled account arrangement.
Information regarding the establishment of these plans, the administration,
custodial fees and other details is available from Prudential Securities or the
Transfer Agent. If you are considering adopting such a plan, you should consult
with your own legal or tax adviser with respect to the establishment and
maintenance of such a plan.

*Systematic Withdrawal Plan. A systematic withdrawal plan is available for
shareholders having shares of the Series which provides for monthly or quarterly
checks. For additional information about this service, you may contact your
Prudential Securities financial adviser, Prusec representative or the Transfer
Agent directly.

*Multiple Accounts. Special procedures have been designed for banks and
other institutions that wish to open multiple accounts. An institution may open
a single master account by filing an Application Form with Prudential Mutual
Fund Services, Inc. (PMFS or the Transfer Agent), Attention: Customer Service,
P.O. Box 15005, New Brunswick, New Jersey 08906, signed by personnel authorized
to act for the institution. Individual sub-accounts may be opened at the time
the master account is opened by listing them, or they may be added at a later
date by written advice or by filing forms supplied by the Trust. Procedures are
available to identify sub-accounts by name and number within the master account
name. The investment minimums set forth above are applicable to the aggregate
amounts invested by a group and not to the amount credited to each sub-account.

*Reports to Shareholders. The Trust will send you annual and semi-annual
reports. The financial statements appearing in annual reports are audited by
independent accountants. In order to reduce duplicate mailing and printing
expenses the Trust will provide one annual report and semi-annual shareholder
report and annual prospectus per household. You may request additional copies of
such reports by calling (800) 225-1852 or by writing to the Trust at One Seaport
Plaza, New York, NY 10292.

*Shareholder Inquiries. Inquiries should be addressed to the Trust at One
Seaport Plaza, New York, New York 10292, or by telephone, at (800) 225-1852
(toll free) or, from outside the U.S.A., at (908) 417-7555 (collect).

For additional information regarding the services and privileges described
above, see "Shareholder Investment Account" in the Statement of Additional
Information.

<PAGE>

THE PRUDENTIAL MUTUAL FUND FAMILY

(Left Column)

Taxable Bond Funds
Prudential Diversified Bond Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
Short-Intermediate Term Series
Prudential High Yield Fund, Inc.
Prudential Mortgage Income Fund, Inc.
Prudential Structured Maturity Fund, Inc.
Income Portfolio
The BlackRock Government Income Trust

(Right Column)

* Command Funds
Command Money Fund
Command Government Fund
Command Tax-Free Fund

* Institutional Money Market Funds
Prudential Institutional Liquidity Portfolio, Inc.
Institutional Money Market Series

A-1

<PAGE>

(Left Column)

- --------------------------------------------------

TABLE OF CONTENTS

Page
----
TRUST HIGHLIGHTS ............................. 2
Risk Factors and Special Characteristics ... 2
TRUST EXPENSES ............................... 4
FINANCIAL HIGHLIGHTS ......................... 5
CALCULATION OF YIELD ......................... 6
HOW THE TRUST INVESTS ........................ 6
Investment Objective and Policies .......... 6
Other Investments and Policies ............. 7
Investment Restrictions .................... 8
HOW THE TRUST IS MANAGED ..................... 8
Manager .................................... 8
Distributor ................................ 9
Portfolio Transactions ..................... 10
Custodian and Transfer and
Dividend Disbursing Agent ............... 10
HOW THE TRUST VALUES ITS SHARES ........... 10
TAXES, DIVIDENDS AND DISTRIBUTIONS ........ 11
GENERAL INFORMATION .......................... 12
Description of Shares ...................... 12
Additional Information .................... 12
SHAREHOLDER GUIDE ............................ 13
How to Buy Shares of the Trust ........... 13
How to Sell Your Shares .................. 16
How to Exchange Your Shares .............. 19
Shareholder Services ....................... 20
THE PRUDENTIAL MUTUAL FUND FAMILY ............ A-1

- --------------------------------------------------
MF14A 4441280

- --------------------------------------------------

CUSIP #: 744342 30 4

- --------------------------------------------------

(Right Column)

Prudential
Government
Securities
Trust
- ---------------------
(U.S. Treasury
Money Market Series)

Prudential Mutual Funds
BUILDING YOUR FUTURE
ON OUR STRENGTH

PROSPECTUS

January 29, 1996

<PAGE>

Prudential Government Securities Trust
(Short-Intermediate Term Series)

- --------------------------------------------------------------------------------

Prospectus dated January 29, 1996

Prudential Government Securities Trust (the Trust) is a diversified, open-end
management investment company whose shares of beneficial interest are presently
offered in three series. Each series operates as a separate fund with its own
investment objectives and policies designed to meet its specific investment
goals.

The investment objective of the Short-Intermediate Term Series (the Series) is
to achieve a high level of income consistent with providing reasonable safety.
The Series seeks to achieve its objective by investing at least 65% of its total
assets in U.S. Government securities, including U.S. Treasury Bills, Notes,
Bonds and other debt securities issued by the U.S. Treasury, and obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
There can be no assurance that the Series' investment objective will be
achieved. See "How the Trust Invests-Investment Objective and Policies."

The Series may also invest up to 35% of its assets in fixed-rate and adjustable
rate mortgage-backed securities, asset-backed securities, corporate debt
securities (among other privately issued instruments), rated A or better by
Standard & Poor's Ratings Group or Moody's Investors Service, Inc. or comparably
rated by any other Nationally Recognized Statistical Rating Organization (NRSRO)
or, if unrated, determined to be of comparable quality by the Series' investment
adviser, and money market instruments of a comparable short-term rating. See
"How the Trust Invests-Other Investments and Policies." The Series may also
engage in various strategies using derivatives, including the use of put and
call options on securities and financial indices, transactions involving futures
contracts and related options, short selling and use of leverage, including
reverse repurchase agreements and dollar rolls, which entail additional risks to
the Series. See "How the Trust Invests-Investment Objective and Policies-Other
Investments and Investment Techniques."

The Trust's address is One Seaport Plaza, New York, New York 10292, and its
telephone number is (800) 225-1852.

- --------------------------------------------------------------------------------

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>

TRUST HIGHLIGHTS

The following summary is intended to highlight certain information contained
in this prospectus and is qualified in its entirety by the more detailed
information appearing elsewhere herein.

- --------------------------------------------------------------------------------

What is Prudential Government Securities Trust?

Prudential Government Securities Trust is a mutual fund whose shares are
offered in three series, each of which operates as a separate fund. A mutual
fund pools the resources of investors by selling its shares to the public and
investing the proceeds of such sale in a portfolio of securities designed to
achieve its investment objective. Technically, the Trust is an open-end,
diversified management investment company. Only the Short-Intermediate Term
Series is offered through this Prospectus.

What is the Series' Investment Objective?

The Series' investment objective is to achieve a high level of income
consistent with providing reasonable safety. There can be no assurance that the
Series' investment objective will be achieved. See "How the Trust
Invests-Investment Objective and Policies" at page 6.

Risk Factors and Special Characteristics

In seeking to achieve its objective, the Series will under normal
circumstances invest at least 65% of its total assets in U.S. Government
securities, including U.S. Treasury Bills, Notes, Bonds and other debt
securities issued by the U.S. Treasury, and obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities. See "How the Trust
Invests-Investment Objective and Policies" at page 6. The Series may also invest
up to 35% of its assets in fixed-rate and adjustable rate mortgage-backed
securities, asset-backed securities, corporate debt securities (among other
privately issued instruments), rated A or better by Standard & Poor's Ratings
Group or Moody's Investors Service, Inc. or comparably rated by any other
Nationally Recognized Statistical Rating Organization (NRSRO) or, if unrated,
determined to be of comparable quality by the Series' investment adviser, and
money market instruments of a comparable short-term rating. See "How the Trust
Invests-Other Investments and Policies" at page 8. The Series may also engage in
various strategies using derivatives, including the use of put and call options
on securities and financial indices, transactions involving futures contracts
and related options, short selling and use of leverage, including reverse
repurchase agreements and dollar rolls, which entail additional risks to the
Series. See "How the Trust Invests-Investment Objective and Policies-Other
Investments and Investment Techniques" at page 11.

Who Manages the Trust?

Prudential Mutual Fund Management, Inc. (PMF or the Manager) is the Manager
of the Trust and is compensated for its services at an annual rate of .40 of 1%
of the Series' average daily net assets. As of December 31, 1995, PMF served as
manager or administrator to 60 investment companies, including 36 mutual funds,
with aggregate assets of approximately $51 billion. The Prudential Investment
Corporation (PIC or the Subadviser) furnishes investment advisory services in
connection with the management of the Trust under a Subadvisory Agreement with
PMF. See "How the Trust is Managed-Manager" at page 17.

- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------

Who Distributes the Series' Shares?

Prudential Securities Incorporated (PSI or the Distributor), a major
securities underwriter and securities and commodities broker 'acts as the
Distributor of the Series' shares and is paid an annual service fee at the rate
of up to .25 of 1% of the average daily net assets of the Series. See "How the
Trust is Managed-Distributor" at page 17.

What is the Minimum Investment?

The minimum initial investment is $1,000. The subsequent minimum investment
is $100. There is no minimum investment requirement for certain retirement and
employee savings plans or custodial accounts for the benefit of minors. For
purchases made through the Automatic Savings Accumulation Plan the minimum
initial and subsequent investment is $50. See "Shareholder Guide-How to Buy
Shares of the Trust" at page 22 and "Shareholder Guide-Shareholder Services" at
page 26.

How Do I Purchase Shares?

You may purchase shares of the Series through Prudential Securities
Incorporated (Prudential Securities or PSI), Pruco Securities Corporation
(Prusec) or directly from the Trust, through its transfer agent, Prudential
Mutual Fund Services, Inc. (PMFS or the Transfer Agent) at the net asset value
per share (NAV) next determined after receipt of your purchase order by the
Transfer Agent or Prudential Securities. See "How the Trust Values its Shares"
at page 19 and "Shareholder Guide-How to Buy Shares of the Trust" at page 22.

How Do I Sell My Shares?

How Are Dividends and Distributions Paid?

The Series expects to declare daily and pay monthly dividends of net
investment income and make distributions annually of any net capital gains.
Dividends and distributions will be automatically reinvested in additional
shares of the Series at NAV unless you request that they be paid to you in cash.
See "Taxes, Dividends and Distributions" at page 20.

- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------

TRUST EXPENSES-SHORT-INTERMEDIATE TERM SERIES

Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases .................................. None
Maximum Sales Load Imposed on Reinvested Dividends ....................... None
Deferred Sales Load ...................................................... None
Redemption Fees .......................................................... None
Exchange Fee ............................................................. None

Annual Series Operating Expenses
(as a percentage of average net assets)
Management Fees ........................................................ 0.40%
12b-1 Fees ............................................................. 0.20%
----
Other Expenses ......................................................... 0.35%
----
Total Series Operating Expenses ........................................ 0.95%
====

- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
(for a share of beneficial interest outstanding throughout
each of the periods indicated)
- --------------------------------------------------------------------------------

The following financial highlights, with respect to the five-year period
ended November 30, 1995, for the Series have been audited by Price Waterhouse
LLP, independent accountants, whose report thereon was unqualified. This
information should be read in conjunction with the financial statements and
notes thereto, which appear in the Statement of Additional Information. The
following financial highlights contain selected data for a share of beneficial
interest outstanding, total return, ratios to average net assets and other
supplemental data for each of the periods indicated. The information is based on
data contained in the financial statements.

- ------------------------------------------------------------------------------------------------------------------------------------
Short-Intermediate Term Series
------------------------------------------------------------------------------------------------
Year Ended November 30,
------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988+ 1987 1986
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period ..........................$ 9.17 $10.06 $ 9.97 $10.00 $ 9.71 $ 9.96 $ 9.92 $10.24 $10.97 $10.48
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment income ............. .56 .64 .69 .75 .82 .84 .92 .92 .92 .96
Net realized and unrealized gain
(loss) on investment
transactions .................... .55 (.89) .11 (.03) .31 (.21) .12 (.29) (.71) .68
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations .................... 1.11 (.25) .80 .72 1.13 .63 1.04 .63 .21 1.64
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
Dividends from net investment
income .......................... (.54) (.52) (.69) (.75) (.84) (.88) (1.00) (.95) (.78) (.99)
Tax return of capital distribution - (.12) (.02) - - - - - - -
Distributions of net realized gains - - - - - - - - (.16) (.16)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions ............... (.54) (.64) (.71) (.75) (.84) (.88) (1.00) (.95) (.94) (1.15)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of period ....$ 9.74 $ 9.17 $10.06 $ 9.97 $10.00 $ 9.71 $ 9.96 $ 9.92 $10.24 $10.97
====== ====== ====== ====== ====== ====== ====== ====== ====== ======

TOTAL RETURN++ .................... 12.37% (2.58)% 8.26% 7.40% 12.19% 6.73% 11.12% 6.47% 1.87% 16.48%
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000) .$212,996 $241,980 $347,944 $303,451 $298,086 $328,458 $396,519 $473,982 $633,652 $866,218
Average net assets (000) ........$209,521 $307,382 $321,538 $294,388 $301,643 $354,064 $424,386 $537,422 $903,473 $637,637
Ratio to average net assets:
Expenses, including
distribution fees ........... .95% .84% .80% .79% .79% .88% .86% .83% .72% .75%
Expenses, excluding
distribution fees ........... .75% .63% .59% .58% .63% .63% .63% .59% .55% .52%
Net investment income ......... 5.82% 5.36% 6.80% 7.47% 8.36% 8.60% 9.16% 9.39% 8.30% 8.51%
Portfolio turnover rate ......... 217% 431% 44% 60% 151% 68% 186% 28% 59% 139%

<FN>
- --------------------
+ On August 9, 1988, Prudential Mutual Fund Management, Inc. succeeded The Prudential Insurance Company of America as investment
adviser and since then has acted as manager of the Trust. See "Manager" in the Statement of Additional Information.
++ Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and
includes reinvestment of dividends and distributions.
</FN>
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------

HOW THE TRUST INVESTS

- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Series is to achieve a high level of income
consistent with providing reasonable safety. There can be no assurance that this
objective will be achieved.

The Series' investment objective is a fundamental policy and, therefore, may
not be changed without the approval of the holders of a majority of the
outstanding voting securities of the Series, as defined in the Investment
Company Act of 1940, as amended (the Investment Company Act). Policies that are
not fundamental may be modified by the Trustees.

The Series seeks to achieve its objective by investing, under normal
circumstances, at least 65% of its total assets in U.S. Government securities,
including U.S. Treasury Bills, Notes, Bonds and other debt securities issued by
the U.S. Treasury, and obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, including, but not limited to, Government
National Mortgage Association (GNMA), Federal National Mortgage Association
(FNMA) and Federal Home Loan Mortgage Corporation (FHLMC) securities. Neither
the value nor the yield of the Series' shares or of the U.S. Government
securities which may be invested in by the Series is guaranteed by the U.S.
Government. See "Investment Objective and Policies" in the Statement of
Additional Information.

With respect to the remaining 35% of its assets, the Series may invest in
fixed rate and adjustable rate mortgage-backed securities, asset-backed
securities and corporate debt securities (among other privately issued
instruments) rated A or better by Standard & Poor's Ratings Group (S&P) or
Moody's Investors Service, Inc. (Moody's) or comparably rated by any other
Nationally Recognized Statistical Rating Organization (NRSRO) or, if unrated,
determined to be of comparable quality by the Series' investment adviser, and
money market instruments of a comparable short-term rating. For temporary
defensive purposes the Series may invest up to 100% of its assets in cash, U.S.
Government securities and high quality money market instruments. See "How the
Trust Invests-Other Investments and Policies" below. The Series may also engage
in various strategies using derivatives, including the use of put and call
options on securities and financial indices, transactions involving futures
contracts and related options, short selling and use of leverage, including
reverse repurchase agreements and dollar rolls, to attempt to increase return
and/or protect against interest rate changes. See "Other Investments and
Investment Techniques" below.

The Series' net asset value will vary with changes in the values of the
Series' portfolio securities. Such values will vary with changes in market
interest rates generally and the differentials in yields among various kinds of
United States Government securities. However, the Series seeks to achieve
reasonable safety by investing in a diversified portfolio of securities which
the investment adviser believes will, in the aggregate, be resistant to
significant fluctuations in market value. Various factors affect the volatility
of the Series' asset value, including the time to the next coupon reset date for
adjustable rate securities, payment characteristics of the security and the
dollar-weighted average life of the investment and, therefore, the Series will
seek to select particular securities for its portfolio which take into account
these factors.

It is currently anticipated that the Series will invest primarily in
securities with maturities ranging from 2 to 5 years, but depending on market
conditions and changing economic conditions, the Series may invest in securities
of any maturity of 10 years or less. Certain securities with maturities of ten
years or less which are purchased at auction or on a when-issued basis may
mature later than ten years from date of purchase and are eligible for purchase
by the Series. The dollar-weighted average maturity of the Series' investments
will be more than 2 but less than 5 years. For purposes of the Series' maturity
limitation, the maturity of a mortgage-backed security will be deemed to be
equal to its remaining maturity (i.e., the average maturity of the mortgages
underlying such security determined by the investment adviser on the basis of
assumed prepayment rates with respect to such mortgages).

6
<PAGE>

U.S. Government Securities

Under normal circumstances, the Series will invest at least 65% of its total
assets in U.S. Government securities, including U.S. Treasury securities,
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, and mortgage-related securities issued by U.S. Government
agencies or instrumentalities.

U.S. Treasury Securities

The Series may invest in U.S. Treasury securities, including Bills, Notes,
Bonds and other debt securities issued by the U.S. Treasury. These instruments
are direct obligations of the U.S. Government and, as such, are backed by the
"full faith and credit" of the United States. They differ primarily in their
interest rates, the lengths of their maturities and the dates of their
issuances.

Securities Issued or Guaranteed by U.S. Government Agencies and
Instrumentalities

The Series may invest in securities issued or guaranteed by agencies or
instrumentalities of the U.S. Government, including, but not limited to, GNMA,
FNMA and FHLMC securities. Obligations of GNMA, the Farmers Home Administration
and the Export-Import Bank are backed by the "full faith and credit" of the
United States. In the case of securities not backed by the "full faith and
credit" of the United States, the Series must look principally to the agency
issuing or guaranteeing the obligation for ultimate repayment. Such securities
include obligations issued by the Student Loan Marketing Association (SLMA ),
FNMA and FHLMC, each of which may borrow from the U.S. Treasury to meet its
obligations, although the U.S. Treasury is under no obligation to lend to such
entities. GNMA, FNMA and FHLMC investments may also include collateralized
mortgage obligations. See "Other Investments and Policies-Collateralized
Mortgage Obligations and Multiclass Pass-Through Securities" below.

The Series may invest in component parts of U.S. Government securities,
namely either the corpus (principal) of such obligations or one or more of the
interest payments scheduled to be paid on such obligations. These obligations
may take the form of (i) obligations from which the interest coupons have been
stripped; (ii) the interest coupons that are stripped; (iii) book-entries at a
Federal Reserve member bank representing ownership of obligation components; or
(iv) receipts evidencing the component parts (corpus or coupons) of U.S.
Government obligations that have not actually been stripped. Such receipts
evidence ownership of component parts of U.S. Government obligations (corpus or
coupons) purchased by a third party (typically an investment banking firm) and
held on behalf of the third party in physical or book-entry form by a major
commercial bank or trust company pursuant to a custody agreement with the third
party. The Series may also invest in custodial receipts held by a third party
that are not U.S. Government securities. See "Investment Objectives and
Policies-Other Investments" in the Statement of Additional Information.

Mortgage-Related Securities Issued or Guaranteed by U.S. Government Agencies
and Instrumentalities

The Series may invest in mortgage-backed securities and other derivative
mortgage products, including those representing an undivided ownership interest
in a pool of mortgages, e.g., GNMA, FNMA and FHLMC Certificates where the U.S.
Government or its agencies or instrumentalities guarantee the payment of
interest and principal of these securities. However, these guarantees do not
extend to the securities' yield or value, which are likely to vary inversely
with fluctuations in interest rates, nor do these guarantees extend to the yield
or value of the Series' shares. See "Investment Objective and Policies-U.S.
Government Securities" in the Statement of Additional Information. These
certificates are in most cases "pass-through" instruments, through which the
holder receives a share of all interest and principal payments from the
mortgages underlying the certificate, net of certain fees. See "Other
Investments and Policies-Mortgage-Backed Securities" below.

In addition to GNMA, FNMA or FHLMC certificates through which the holder
receives a share of all interest and principal payments from the mortgages
underlying the certificate, the Series may also invest in certain mortgage

7
<PAGE>

pass-through securities issued by the U.S. Government or its agencies and
instrumentalities commonly referred to as mortgage-backed security strips or MBS
strips. MBS strips are usually structured with two classes that receive
different proportions of the interest and principal distributions on a pool of
mortgage assets. A common type of stripped mortgage security will have one class
receiving some of the interest and most of the principal from the mortgage
assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the interest-only or "IO" class), while the other class will
receive all of the principal (the principal-only or "PO" class). The yields to
maturity on IOs and POs are sensitive to the rate of principal payments
(including prepayments) on the related underlying mortgage assets, and principal
payments may have a material effect on yield to maturity. If the underlying
mortgage assets experience greater than anticipated prepayments of principal,
the Series may not fully recoup its initial investment in IOs. Conversely, if
the underlying mortgage assets experience less than anticipated prepayments of
principal, the yield on POs could be materially adversely affected.

OTHER INVESTMENTS AND POLICIES

Under normal circumstances, the Series may invest up to 35% of its total
assets in the following privately issued instruments rated A or better by S&P or
Moody's or comparably rated by any other NRSRO or, if unrated, determined to be
of comparable quality by the Series' investment adviser: (i) fixed rate and
adjustable rate mortgage-backed securities, including collateralized mortgage
obligations, multi-class pass-through securities and stripped mortgage-backed
securities, (ii) asset-backed securities, (iii) corporate debt securities and
(iv) money market instruments, including bank obligations, obligations of
savings institutions, fully insured certificates of deposit and commercial paper
of a comparable short-term rating.

Mortgage-Backed Securities

Mortgage-backed securities are securities that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
secured by real property. There are currently three basic types of
mortgage-backed securities: (i) those issued or guaranteed by the U.S.
Government or one of its agencies or instrumentalities, such as GNMA, FNMA and
FHLMC, described under "U.S. Government Securities" above; (ii) those issued by
private issuers that represent an interest in or are collateralized by
mortgage-backed securities issued or guaranteed by the U.S. Government or one of
its agencies or instrumentalities; and (iii) those issued by private issuers
that represent an interest in or are collateralized by whole mortgage loans or
mortgage-backed securities without a government guarantee but usually having
some form of private credit enhancement.

Adjustable Rate Mortgage Securities

The Series may invest in adjustable rate mortgage securities (ARMs), which
are pass-through mortgage securities collateralized by mortgages with adjustable
rather than fixed rates. ARMs eligible for inclusion in a mortgage pool
generally provide for a fixed initial mortgage interest rate for either the
first three, six, twelve, thirteen, thirty-six or sixty scheduled monthly
payments. Thereafter, the interest rates are subject to periodic adjustment
based on changes to a designated benchmark index.

ARMs contain maximum and minimum rates beyond which the mortgage interest
rate may not vary over the lifetime of the security. In addition, certain ARMs
provide for limitations on the maximum amount by which the mortgage interest
rate may adjust for any single adjustment period. Alternatively, certain ARMs
contain limitations on changes in the required monthly payment. In the event
that a monthly payment is not sufficient to pay the interest accruing on an ARM,
any such excess interest is added to the principal balance of the mortgage loan,
which is repaid through future monthly payments. If the monthly payment for such
an instrument exceeds the sum of the interest accrued at the applicable mortgage
interest rate and the principal payment required at such point to amortize the
outstanding principal balance over the remaining term of the loan, the excess is
utilized to reduce the then outstanding principal balance of the ARM.

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Private Mortgage Pass-Through Securities

Private mortgage pass-through securities are structured similarly to GNMA,
FNMA and FHLMC mortgage pass-through securities and are issued by originators of
and investors in mortgage loans, including depository institutions, mortgage
banks, investment banks and special purpose subsidiaries of the foregoing. These
securities usually are backed by a pool of conventional fixed rate or adjustable
rate mortgage loans. Since private mortgage pass-through securities typically
are not guaranteed by an entity having the credit status of GNMA, FNMA and
FHLMC, such securities generally are structured with one or more types of credit
enhancement. Types of credit enhancements are described under "Asset Backed
Securities" below.

Collateralized Mortgage Obligations and Multiclass Pass-Through Securities

Collateralized mortgage obligations or "CMOs" are debt obligations
collateralized by mortgage loans or mortgage pass-through securities. Typically,
CMOs are collateralized by GNMA, FNMA or FHLMC Certificates, but also may be
collateralized by whole loans or private mortgage pass-through securities (such
collateral collectively hereinafter referred to as "Mortgage Assets").
Multiclass pass-through securities are equity interests in a trust composed of
Mortgage Assets. Payments of principal of and interest on the Mortgage Assets,
and any reinvestment income thereon, provide the funds to pay debt service on
the CMOs or make scheduled distributions on the multiclass passthrough
securities. CMOs may be issued by agencies or instrumentalities of the U.S.
Government, or by private originators of, or investors in, mortgage loans,
including depository institutions, mortgage banks, investment banks and special
purpose subsidiaries of the foregoing. The issuer of a series of CMOs may elect
to be treated as a Real Estate Mortgage Investment Conduit (REMIC). All future
references to CMOs shall also be deemed to include REMICs.

In a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMOs, often referred to as a "tranche," is issued at a specific
fixed or floating coupon rate and has a stated maturity or final distribution
date. Principal prepayments on the Mortgage Assets may cause the CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates. Interest is paid or accrues on all classes of CMOs on a monthly,
quarterly or semi-annual basis. The principal of and interest on the Mortgage
Assets may be allocated among the several classes of a CMO series in a number of
different ways. Generally, the purpose of the allocation of the cash flow of a
CMO to the various classes is to obtain a more predictable cash flow to the
individual tranches than exists with the underlying collateral of the CMO. As a
general rule, the more predictable the cash flow on a CMO tranche, the lower the
anticipated yield will be on that tranche at the time of issuance relative to
prevailing market yields on mortgage-backed securities.

The Series also may invest in, among other things, parallel pay CMOs and
Planned Amortization Class CMOs (PAC Bonds). Parallel pay CMOs are structured to
provide payments of principal on each payment date to more than one class. These
simultaneous payments are taken into account in calculating the stated maturity
date or final distribution date of each class, which, as with other CMO
structures, must be retired by its stated maturity date or final distribution
date but may be retired earlier. PAC Bonds generally require payments of a
specified amount of principal on each payment date. PAC Bonds always are
parallel pay CMOs with the required principal payment on such securities having
the highest priority after interest has been paid to all classes.

In reliance on rules and interpretations of the Securities and Exchange
Commission (SEC), the Series' investments in certain qualifying CMOs and REMICs
are not subject to the Investment Company Act's limitation on acquiring
interests in other investment companies. See "Additional Investment
Information-Collateralized Mortgage Obligations" in the Statement of Additonal
Information. CMOs and REMICs issued by an agency or instrumentality of the U.S.
Government are considered U.S. Government Securities for purposes of this
Prospectus.

Stripped Mortgage-Backed Securities

Stripped mortgage-backed securities or MBS strips are derivative multiclass
mortgage securities. In addition to MBS strips issued by agencies or
instrumentalities of the U.S. Government, the Series may purchase MBS strips

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issued by private originators of, or investors in, mortgage loans, including
depository institutions, mortgage banks, investment banks and special purpose
subsidiaries of the foregoing. See "How the Trust Invests-U.S. Government
Securities-Mortgage-Related Securities Issued by U.S. Government Agencies and
Instrumentalities" above.

Corporate and Other Debt Obligations

The Series may invest in corporate and other debt obligations rated at least
"A" by S&P or Moody's or comparably rated by any other NRSRO or, if unrated,
deemed to be of comparable credit quality by the Series' investment adviser.
These debt securities may have adjustable or fixed rates of interest and in
certain instances may be secured by assets of the issuer. Adjustable rate
corporate debt securities may have features similar to those of adjustable rate
mortgage-backed securities, but corporate debt securities, unlike
mortgage-backed securities, are not subject to prepayment risk other than
through contractual call provisions which generally impose a penalty for
prepayment. Fixed rate debt securities may also be subject to call provisions.

Asset-Backed Securities

The Series may invest in asset-backed securities. Through the use of trusts
and special purpose corporations, various types of assets, primarily automobile
and credit card receivables and home equity loans, have been securitized in
pass-through structures similar to the mortgage pass-through structures or in a
pay-through structure similar to the CMO structure. The Series may invest in
these and other types of asset-backed securities that may be developed in the
future. Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities do not have the benefit
of a security interest in the related collateral. Credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, some of which may reduce the ability
to obtain full payment. In the case of automobile receivables, the security
interests in the underlying automobiles are often not transferred when the pool
is created, with the resulting possibility that the collateral could be resold.
In general, these types of loans are of shorter average life than mortgage loans
and are less likely to have substantial prepayments.

Types of Credit Enhancement

Mortgage-backed securities and asset-backed securities are often backed by a
pool of assets representing the obligations of a number of different parties. To
lessen the effect of failures by obligors on underlying assets to make payments,
those securities may contain elements of credit support which fall into two
categories: (i) liquidity protection and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to seek to ensure that the receipt of
payments on the underlying pool occurs in a timely fashion. Protection against
losses resulting from default seeks to ensure ultimate payment of the
obligations on at least a portion of the assets in the pool. This protection may
be provided through guarantees, insurance policies or letters of credit obtained
by the issuer or sponsor from third parties, through various means of
structuring the transaction or through a combination of such approaches. The
degree of credit support provided for each issue is generally based on
historical information respecting the level of credit risk associated with the
underlying assets. Delinquencies or losses in excess of those anticipated could
adversely affect the return on an investment in a security. The Series will not
pay any additional fees for credit support, although the existence of credit
support may increase the price of a security.

Risk Factors Relating to Investing in Mortgage-Backed and Asset-Backed
Securities

The yield characteristics of mortgage-backed and asset-backed securities
differ from traditional debt securities. Among the major differences are that
interest and principal payments are made more frequently, usually monthly, and
that principal may be prepaid at any time because the underlying mortgage loans
or other assets generally may be

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<PAGE>

prepaid at any time. As a result, if the Series purchases such a security at a
premium, a prepayment rate that is faster than expected will reduce yield to
maturity, while a prepayment rate that is slower than expected will have the
opposite effect of increasing yield to maturity. Alternatively, if the Series
purchases these securities at a discount, faster than expected prepayments will
increase, while slower than expected prepayments will reduce, yield to maturity.
The Series may invest a portion of its assets in derivative mortgage-backed
securities such as MBS strips which are highly sensitive to changes in
prepayment and interest rates. The investment adviser will seek to manage these
risks (and potential benefits) by diversifying its investments in such
securities and through hedging techniques.

In addition, mortgage-backed securities which are secured by manufactured
(mobile) homes and multi-family residential properties, such as GNMA and FNMA
certificates, are generally subject to a higher risk of default than are other
types of mortgage-backed securities. See "Investment Objective and Policies" in
the Statement of Additional Information. The investment adviser will seek to
minimize this risk by investing in mortgage-backed securities rated at least "A"
by Moody's or S&P. See "Asset-Backed Securities" above.

Although the extent of prepayments on a pool of mortgage loans depends on
various economic and other factors, as a general rule prepayments on fixed rate
mortgage loans will increase during a period of falling interest rates and
decrease during a period of rising interest rates. Accordingly, amounts
available for reinvestment by the Series are likely to be greater during a
period of declining interest rates and, as a result, likely to be reinvested at
lower interest rates than during a period of rising interest rates. Asset-backed
securities, although less likely to experience the same prepayment rates as
mortgage-backed securities, may respond to certain of the same factors
influencing prepayments, while at other times different factors will
predominate. Mortgage-backed securities and asset-backed securities may decrease
in value as a result of increases in interest rates and may benefit less than
other fixed income securities from declining interest rates because of the risk
of prepayment.

As noted above, asset-backed securities involve certain risks that are not
posed by mortgage-backed securities, resulting mainly from the fact that
asset-backed securities do not usually contain the complete benefit of a
security interest in the related collateral. For example, credit card
receivables generally are unsecured and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, some of which
may reduce the ability to obtain full payment. In the case of automobile
receivables, due to various legal and economic factors, proceeds from
repossessed collateral may not always be sufficient to support payments on these
securities.

Money Market Instruments

The Series may invest in high quality money market instruments, including
commercial paper of a U.S. or foreign company or foreign government;
certificates of deposit, bankers' acceptances and time deposits of domestic and
foreign banks; and obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. These obligations will be U.S. dollar
denominated. Commercial paper will be rated, at the time of purchase, at least
"A-2" by S&P or "Prime-2" by Moody's, or, if not rated, issued by an entity
having an outstanding unsecured debt issue rated at least "A" or "A-2" by S&P or
"A" or "Prime-2" by Moody's.

OTHER INVESTMENTS AND INVESTMENT TECHNIQUES

The Series may also (i) engage in hedging and income enhancement techniques
through the purchase and sale of put and call options on securities and indices
and the purchase and sale of futures contracts and related options (including
futures contracts on U.S. Government securities and indices and options
thereon), (ii) enter into repurchase agreements, (iii) enter into reverse
repurchase agreements and dollar rolls, (iv) lend its securities, (v) make short
sales, (vi) purchase and sell securities on a when-issued and delayed delivery
basis, (vii) engage in interest rate swap transactions and (viii) borrow money
in all instances subject to the limitations described below and in the Statement
of Additional Information. See "Investment Objective and Policies" in the
Statement of Additional Information.

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<PAGE>

Hedging and Return Enhancement Strategies

The Series may engage in various portfolio strategies to reduce certain
risks of its investments and to attempt to enhance return. These strategies
include the use of options and futures contracts and options on futures. The
Series' ability to use these strategies may be limited by market conditions,
regulatory limits and tax considerations and there can be no assurance that any
of these strategies will succeed. See "Investment Objective and Policies" in the
Statement of Additional Information.

Options Transactions

The Series may purchase and write (i.e., sell) put and call options on
securities and financial indices that are traded on national securities
exchanges or in the over-the-counter market to attempt to enhance income or to
hedge the Series' portfolio. These options will be on debt securities,
aggregates of debt securities, financial indices and U.S. Government securities
and may be traded on national securities exchanges or over-the-counter. See
"Investment Objective and Policies-Additional Risks-Options on Securities" in
the Statement of Additional Information. The Series may write covered put and
call options to attempt to generate additional income through the receipt of
premiums, purchase put options in an effort to protect the value of a security
that it owns against a decline in market value and purchase call options in an
effort to protect against an increase in the price of securities it intends to
purchase. The Series may also purchase put and call options to offset previously
written put and call options of the same series. See "Investment Objectives and
Policies-Additional Investment Policies-Options on Securities" in the Statement
of Additional Information. The Series may also purchase put and call options on
futures contracts.

A call option gives the purchaser, in exchange for a premium paid, the right
for a specified period of time to purchase the securities subject to the option
at a specified price (the "exercise price" or "strike price"). The writer of a
call option, in return for the premium, has the obligation, upon exercise of the
option, to deliver, depending upon the terms of the option contract, the
underlying securities or a specified amount of cash to the purchaser upon
receipt of the exercise price. When the Series writes a call option, the Series
gives up the potential for gain on the underlying securities in excess of the
exercise price of the option during the period that the option is open.

A put option gives the purchaser, in return for a premium, the right, for a
specified period of time, to sell the securities subject to the option to the
writer of the put at the specified exercise price. The writer of the put option,
in return for the premium, has the obligation, upon exercise of the option, to
acquire the securities underlying the option at the exercise price. The Series
might, therefore, be obligated to purchase the underlying securities for more
than their current market price.

The Series will write only "covered" options. An option is covered if, so
long as the Series is obligated under the option, it owns an offsetting position
in the underlying security or maintains cash, U.S. Government securities or
other liquid high-grade debt obligations with a value sufficient at all times to
cover its obligations in a segregated account. See "Investment Objective and
Policies" in the Statement of Additional Information.

There is no limitation on the amount of call options the Series may write.
The Series may only write covered put options to the extent that cover for such
options does not exceed 25% of the Series' net assets. The Series will not
purchase an option if, as a result of such purchase, more than 20% of its total
assets would be invested in premiums for options and options on futures
contracts.

Futures Contracts and Options Thereon

The Series may purchase and sell financial futures contracts and options
thereon which are traded on a commodities exchange or board of trade for certain
hedging and risk management purposes and to attempt to

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<PAGE>

enhance return in accordance with regulations of the Commodity Futures Trading
Commission. These futures contracts and related options will be on debt
securities, aggregates of debt securities, financial indices and U.S. Government
securities and include futures contracts and options thereon which are linked to
LIBOR. A financial futures contract is an agreement to purchase or sell an
agreed amount of securities at a set price for delivery in the future.

The Series may not purchase or sell futures contracts and related options
for other than bona fide hedging purposes if immediately thereafter the sum of
the amount of initial margin deposits on the Series' existing futures and
options on futures and premiums paid for such related options would exceed 5% of
the liquidation value of the Series' total assets.

The Series' successful use of futures contracts and related options depends
upon the investment adviser's ability to predict the direction of the market and
is subject to various additional risks. The correlation between movements in the
price of a futures contract and the price of the securities being hedged is
imperfect and there is a risk that the value of the securities being hedged may
increase or decrease at a greater rate than a specified futures contract
resulting in losses to the Series.

The Series' ability to enter into futures contracts and options thereon may
also be limited by the requirements of the Internal Revenue Code of 1986, as
amended (the Internal Revenue Code), for qualification as a regulated investment
company. See "Investment Objective and Policies-Additional Investment
Policies-Futures Contracts-Options on Futures Contracts" and "Taxes" in the
Statement of Additional Information.

Special Risks of Hedging and Income Enhancement Strategies

Participation in the options or futures markets involves investment risks
and transaction costs to which the Series would not be subject absent the use of
these strategies.If the investment adviser's prediction of movements in the
direction of the securities and interest rate markets is inaccurate, the adverse
consequences to the Series may leave the Series in a worse position than if such
strategies were not used. Risks inherent in the use of options and futures
contracts and options on futures contracts include (1) dependence on the
investment adviser's ability to predict correctly movements in the direction of
interest rates and securities prices; (2) imperfect correlation between the
price of options and futures contracts and options thereon and movements in the
prices of the securities being hedged; (3) the fact that skills needed to use
these strategies are different from those needed to select portfolio securities;
(4) the possible absence of a liquid secondary market for any particular
instrument at any time; (5) the possible need to defer closing out certain
hedged positions to avoid adverse tax consequences; and (6) the possible
inability of the Series to purchase or sell a portfolio security at a time that
otherwise would be favorable for it to do so, or the possible need for the
Series to sell the security at a disadvantageous time, due to the requirement
that the Series maintain "cover" or segregate securities in connection with
hedging transactions. See "Investment Objective and Policies" and "Taxes" in the
Statement of Additional Information.

Repurchase Agreements

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Short Sales

The Series may sell a security it does not own in anticipation of a decline
in the market value of the security (short sales). To complete the transaction,
the Series will borrow the security to make delivery to the buyer. The Series is
then obligated to replace the security borrowed by purchasing it at the market
price at the time of replacement. The price at such time may be more or less
than the price at which the security was sold by the Series. Until the security
is replaced, the Series is required to pay to the lender any interest which
accrues during the period of the loan. To borrow the security, the Series may be
required to pay a premium which would increase the cost of the security sold.
The proceeds of the short sale will be retained by the broker to the extent
necessary to meet margin requirements until the short position is closed out.
Until the Series replaces the borrowed security, it will (a) maintain in a
segregated account cash, U.S. Government securities or other liquid high-grade
debt securities at such a level that the amount deposited in the account plus
the amount deposited with the broker as collateral will equal the current market
value of the security sold short and will not be less than the market value of
the security at the time it was sold short, or (b) otherwise cover its short
position.

The Series will incur a loss as a result of the short sale if the price of
the security increases between the date of the short sale and the date on which
the Series replaces the borrowed security. The Series will realize a gain if the
security declines in price between those dates. This result is the opposite of
what one would expect from a cash purchase of a long position in a security. The
amount of any gain will be decreased, and the amount of any loss will be
increased, by the amount of any premium or interest paid in connection with the
short sale. No more than 25% of the Series' net assets will be, when added
together: (i) deposited as collateral for the obligation to replace securities
borrowed to effect short sales and (ii) allocated to segregated accounts in
connection with short sales. The Series may also make short sales
"against-the-box", without regard to this limitation, for the purpose of
deferring realization of gain or loss for federal income tax purposes. A short
sale "against-the-box" is a short sale in which the Series owns an equal amount
of the securities sold short or securities convertible into or exchangeable,
without payment of any further consideration, for securities of the same issue
as, and equal in amount to, the securities sold short.

When-Issued and Delayed Delivery Securities

The Series may purchase or sell securities on a when-issued or delayed
delivery basis. When-issued or delayed delivery transactions arise when
securities are purchased or sold by the Series with payment and delivery taking
place as much as a month or more into the future in order to secure what is
considered to be an advantageous price and yield to the Series at the time of
entering into the transaction. The Trust's Custodian will maintain, in a
segregated account of the Series, cash, U.S. Government securities or other
liquid high-grade debt obligations having a value equal to or greater than the
Series' purchase commitments; the Custodian will likewise segregate securities
sold on a delayed delivery basis. The securities so purchased are subject to
market fluctuation and no interest accrues to the purchaser during the period
between purchase and settlement. At the time of delivery of the securities the
value may be more or less than the purchase price and an increase in the
percentage of the Series' assets committed to the purchase of securities on a
when-issued or delayed delivery basis may increase the volatility of the Series'
net asset value.

Securities Lending

The Series may lend its portfolio securities to brokers or dealers, banks or
other recognized institutional borrowers of securities, provided that the
borrower at all times maintains cash or equivalent collateral or secures a
letter of credit in favor of the Series in an amount equal to at least 100% of
the market value of the securities loaned. During the time portfolio securities
are on loan, the borrower will pay the Series an amount equivalent to any
dividend or interest paid on such securities and the Series may invest the cash
collateral and earn additional income, or it may receive an agreed-upon amount
of interest income from the borrower. As a matter of fundamental policy, the
Series may not lend more than 30% of the value of its total assets.

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Reverse Repurchase Agreements and Dollar Rolls

Reverse repurchase agreements involve sales by the Series of portfolio
assets concurrently with an agreement by the Series to repurchase the same
assets at a later date at a fixed price. During the reverse repurchase agreement
period, the Series continues to receive principal and interest payments on these
securities.

The Series may enter into dollar rolls in which the Series sells securities
for delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type and coupon) securities on a specified future
date from the same party. During the roll period, the Series forgoes principal
and interest paid on the securities. The Series is compensated by the difference
between the current sales price and the forward price for the future purchase
(often referred to as the "drop") as well as by the interest earned on the cash
proceeds of the initial sale.

The Series will establish a segregated account with its custodian in which
it will maintain cash, U.S. Government securities or other liquid high-grade
debt obligations equal in value to its obligations in respect of reverse
repurchase agreements and dollar rolls. Reverse repurchase agreements and dollar
rolls involve the risk that the market value of the securities retained by the
Series may decline below the price of the securities the Series has sold but is
obligated to repurchase under the agreement. In the event the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes
insolvent, the Series' use of the proceeds of the agreement may be restricted
pending a determination by the other party, or its trustee or receiver, whether
to enforce the Series' obligation to repurchase the securities.

Whenever the Series enters into a reverse repurchase or dollar roll
transaction, it will maintain an offsetting cash position or a cash equivalent
security position which matures on or before the forward settlement date of the
transaction.

Reverse repurchase agreements and dollar rolls are considered borrowings by
the Series for purposes of the percentage limitation applicable to borrowings.
See "Borrowing" below.

Interest Rate Swap Transactions

The Series may enter into interest rate swaps. Interest rate swaps involve
the exchange by the Series with another party of their respective commitments to
pay or receive interest, for example, an exchange of floating rate payments for
fixed rate payments. The Series expects to enter into these transactions
primarily to preserve a return or spread on a particular investment or portion
of its portfolio or to protect against any increase in the price of securities
the Fund anticipates purchasing at a later date. The Series intends to use these
transactions as a hedge and not as a speculative investment. See "Investment
Objective and Policies-Other Investment Strategies" in the Statement of
Additional Information. The risk of loss with respect to interest rate swaps is
limited to the net amount of interest payments that the Series is contractually
obligated to make and will not exceed 5% of the Fund's net assets. The use of
interest rate swaps may involve investment techniques and risks different from
those associated with ordinary portfolio transactions. If the investment adviser
is incorrect in its forecast of market values, interest rates and other
applicable factors, the investment performance of the Series would diminish
compared to what it would have been if this investment technique was never used.

Borrowing

The Series may borrow an amount equal to no more than 33-1/3% of the value
of its total assets (computed at the time the loan is made) to take advantage of
investment opportunities, for temporary, extraordinary or emergency purposes, or
for the clearance of transactions. The Series may pledge up to 33-1/3% of its
total assets to secure these borrowings. If the Series' asset coverage for
borrowings falls below 300%, the Series will take prompt action to reduce its
borrowings. If the Series borrows to invest in securities, any investment gains
made on the securities in excess of interest paid on the borrowing will cause
the net asset value of the Series' shares to rise faster than would otherwise be
the case. On the other hand, if the investment performance of the additional
securities purchased fails to cover their cost

15
<PAGE>

(including any interest paid on the money borrowed) to the Series, the net asset
value of the Series' shares will decrease faster than would otherwise be the
case. This is the speculative characteristic known as "leverage." Reverse
repurchase agreements, dollar rolls and short sales (other than short sales
"against-the-box") also include leverage and are considered borrowings by the
Series for purposes of the percentage limitations applicable to borrowings. See
"Reverse Repurchase Agreements and Dollar Rolls."

Illiquid Securities

The Series may hold up to 15% of its net assets in illiquid securities,
including repurchase agreements which have a maturity of longer than seven days,
securities with legal or contractual restrictions on resale (restricted
securities) and securities that are not readily marketable. Restricted
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933, as amended (the Securities Act), privately placed commercial paper and
municipal lease obligations if in each case such investments have a readily
available market are not considered illiquid for purposes of this limitation.
The Series' investment in Rule 144A securities could have the effect of
increasing illiquidity to the extent that qualified institutional buyers become,
for a time, uninterested in purchasing Rule 144A securities. The investment
adviser will monitor the liquidity of such restricted securities under the
supervision of the Trustees. Repurchase agreements subject to demand are deemed
to have a maturity equal to the applicable notice period.

The staff of the SEC has taken the position that purchased over-the-counter
options and the assets used as "cover" for written over-the-counter options are
illiquid securities unless the Series and the counterparty have provided for the
Series at the Series' option to unwind the over-the-counter option. The exercise
of such an option ordinarily would involve the payment by the Series of an
amount designed to reflect the counterparty's economic loss from an early
termination, but does allow the Series to treat the assets used as "cover" as
"liquid."

Portfolio Turnover

Although the Series has no fixed policy with respect to portfolio turnover,
it may sell portfolio securities without regard to the length of time that they
have been held in order to take advantage of new investment opportunities or
yield differentials, or because the Series desires to preserve gains or limit
losses due to changing economic conditions. Accordingly, it is possible that the
portfolio turnover rate of the Series may reach, or even exceed, 250%. The
portfolio turnover rate is computed by dividing the lesser of the amount of the
securities purchased or securities sold (excluding all securities whose
maturities at acquisiton were one year or less) by the average monthly value of
such securities owned during the year. A higher rate of turnover results in
increased transaction costs to the Series. See "Portfolio Turnover" in the
Statement of Additional Information.

INVESTMENT RESTRICTIONS

- --------------------------------------------------------------------------------

HOW THE TRUST IS MANAGED

- --------------------------------------------------------------------------------

For the fiscal year ended November 30, 1995, total expenses of the Series as
a percentage of its average net assets were .95%. See "Financial Highlights."

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MANAGER

Prudential Mutual Fund Management, Inc. (PMF or the Manager), One Seaport
Plaza, New York, New York 10292, is the Manager of the Trust and is compensated
for its services at an annual rate of .40 of 1% of the Series' average daily net
assets. It was incorporated in May 1987 under the laws of the State of Delaware.
For the fiscal year ended November 30, 1995, the Trust paid management fees to
PMF of .40% of the average net assets of the Series. See "Manager" in the
Statement of Additional Information.

The portfolio manager of the Series is Barbara L. Kenworthy, a managing
director and senior portfolio manager of Prudential Mutual Fund Investment
Management, a unit of PIC. Ms. Kenworthy has had responsibility since May 1995
for the day-to-day management of the Series' portfolio and is also responsible
for the management of a number of other portfolios advised by PIC. Ms. Kenworthy
was previously employed by The Dreyfus Corporation (June 1985-June 1994) and
served as president and portfolio manager for several Dreyfus fixed-income
funds. Ms. Kenworthy has 20 years of investment management experience in both
U.S. and foreign securities and investment grade and high yield quality bonds.
She actively manages the Series' portfolio according to the investment adviser's
interest rate outlook. Consistent with the Series' investment objective and
policies, she will, at times, invest in different sectors of the U.S. government
and other fixed-income markets seeking price discrepancies and more favorable
interest rates. The investment adviser conducts extensive analysis of U.S. and
overseas markets in an attempt to identify trends in interest rates, supply and
demand and economic growth. The portfolio manager then selects the sectors,
maturities and individual bonds she believes provide the best value under those
conditions.

PMF and PIC are indirect, wholly-owned subsidiaries of The Prudential
Insurance Company of America (Prudential), a major diversified insurance and
financial services company.

DISTRIBUTOR

Prudential Securities Incorporated (Prudential Securities, PSI or the
Distributor), One Seaport Plaza, New York, New York 10292, is a corporation
organized under the laws of the State of Delaware and serves as the Distributor
for the Series. It is an indirect, wholly-owned subsidiary of Prudential.

Under a Distribution and Service Plan (the Plan) adopted by the Series under
Rule 12b-1 under the Investment Company Act and a distribution and service
agreement (the Distribution Agreement), the Distributor incurs the expenses of
distributing shares of the Series. These expenses include commission credits to
Prudential Securities Incorporated (Prudential Securites or PSI) branch offices
for payments of commissions and account servicing fees to financial advisers and
an allocation of overhead and other branch office distribution-related expenses.
Such account servicing fees are paid based on the average balance of Series'
shares held in the account of the customers of financial advisers. The
Distributor also pays the cost of printing and mailing prospectuses to potential
investors and advertising expenses. In addition, the Distributor pays other
broker-dealers, including Pruco Securities Corporation (Prusec), an

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<PAGE>

affiliated broker-dealer, for commissions and other expenses incurred by such
broker-dealers in distributing the Series' shares. The State of Texas requires
that shares of the Trust may be sold in that state only by dealers or other
financial institutions which are registered there as broker-dealers.

Under the Plan, the Trust is obligated to pay a service fee to the
Distributor as compensation for its distribution and service activities on
behalf of the Series, not as reimbursement for specific expenses incurred. If
the Distributor's expenses exceed its distribution and service fees, the Trust
will not be obligated to pay any additional expenses. If the Distributor's
expenses are less than such distribution and service fees, it will retain its
full fees and realize a profit.

Under the Plan, the Trust pays the Distributor for its distribution-related
activities with respect to the Series at the annual rate of the lesser of (a)
.25 of 1% per annum of the aggregate sales of the Series' shares, not including
shares issued in connection with reinvestment of dividends and capital gains
distributions, issued on or after July 1, 1985 (the effective date of the Plan)
less the aggregate net asset value of any such shares redeemed, or (b) .25 of 1%
per annum of the average daily net asset value of the shares issued after the
effective date of the Plan. Such amounts are accrued daily and paid monthly and
average daily net assets are calculated on the basis of the Series' fiscal year.

For the fiscal year ended November 30, 1995, the Series paid distribution
expenses under the Plan of .20 of 1% of its average net assets. The Trust
records all payments made under the Plan as expenses in the calculation of its
net investment income.

The Plan provides that it shall continue in effect from year to year
provided that a majority of the Trustees, including a majority of the Trustees
who are not interested persons of the Trust (as defined in the Investment
Company Act) and who have no direct or indirect financial interest in the
operation of the Plan or any agreement related to the Plan (the Rule 12b-1
Trustees), vote annually to continue the Plan. The Plan may be terminated at any
time by vote of a majority of the Rule 12b-1 Trustees or of a majority of the
outstanding shares of the Series. In the event of termination or noncontinuation
of the Plan, the Series would not be legally obligated to pay the Distributor
for any expenses incurred under the Plan.

In addition to distribution and service fees paid by the Series under the
Plan, the Manager (or one of its affiliates) may make payments out of its own
resources to dealers and other persons which distribute shares of the Series.
Such payments may be calculated by reference to the net asset value of shares
sold by such persons or otherwise.

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<PAGE>

federal securities laws. An agreement was simultaneously filed to defer
prosecution of these charges for a period of three years from the signing of the
agreement, provided that PSI complies with the terms of the agreement. If, upon
completion of the three year period, PSI has complied with the terms of the
agreement, no prosecution will be instituted by the United States for the
offenses charged in the complaint. If on the other hand, during the course of
the three year period, PSI violates the terms of the agreement, the U.S.
Attorney can then elect to pursue these charges. Under the terms of the
agreement, PSI agreed, among other things, to pay an additional $330,000,000
into the fund established by the SEC to pay restitution to investors who
purchased certain PSI limited partnership interests.

For more detailed information concerning the foregoing matters, see
"Distributor" in the Statement of Additional Information, a copy of which may be
obtained at no cost by calling 1-800-225-1852.

PORTFOLIO TRANSACTIONS

Prudential Securities may act as a broker for the Trust provided that the
commissions, fees or other remuneration it receives are fair and reasonable. See
"Portfolio Transactions and Brokerage" in the Statement of Additional
Information.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

- --------------------------------------------------------------------------------

HOW THE TRUST VALUES ITS SHARES

- --------------------------------------------------------------------------------

The Series' net asset value per share or NAV is determined by subtracting
its liabilities from the value of its assets and dividing the remainder by the
number of outstanding shares. The Trustees have fixed the specific time of day
for the computation of the NAV of the Series to be as of 4:15 P.M., New York
time.

Portfolio securities are valued based on market quotations or, if not
readily available, at fair value as determined in good faith under procedures
established by the Trustees. See "Net Asset Value" in the Statement of
Additional Information.

The Series will compute its NAV once daily on days that the New York Stock
Exchange is open for trading except on days on which no orders to purchase, sell
or redeem Intermediate Term Series shares have been received or days on which
changes in the value of the Series' portfolio securities do not materially
affect the NAV. The New York Stock Exchange is closed on the following holidays:
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. See "Net Asset Value" in the
Statement of Additional Information.

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HOW THE TRUST CALCULATES PERFORMANCE

- --------------------------------------------------------------------------------

The Series may from time to time advertise its "yield" and its total return
(including "average annual" total return and "aggregate" total return) in
advertisements or sales literature. These figures are based on historical

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<PAGE>

earnings and are not intended to indicate future performance. The "yield" refers
to the income generated by an investment in the Series over a 30-day period.
This income is then "annualized"; that is, the amount of income generated by the
investment during that 30-day period is assumed to be generated each 30-day
period for twelve periods and is shown as a percentage of the investment. The
income earned on the investment is also assumed to be reinvested at the end of
the sixth 30-day period. The "total return" shows how much an investment in the
Series would have increased (decreased) over a specified period of time (i.e.,
one, five or ten years or since inception of the Trust) assuming that all
distributions and dividends by the Series were reinvested on the reinvestment
dates during the period and less all recurring fees. The "aggregate" total
return reflects actual performance over a stated period of time. "Average
annual" total return is a hypothetical rate of return that, if achieved
annually, would have produced the same aggregate total return if performance had
been constant over the entire period. "Average annual" total return smooths out
variations in performance. Neither "average annual" nor "aggregate" total return
takes into account any federal or state income taxes which may be payable upon
redemption. The Series may include comparative performance information in
advertising or marketing its shares. Such performance information may include
data from Lipper Analytical Services, Inc., Morningstar Publications, Inc.,
other industry publications, business periodicals, and market indices. See
"Performance Information" in the Statement of Additional Information. Further
performance information is contained in the Trust's annual report to
shareholders, which may be obtained without charge. See "Shareholder
Guide-Shareholder Services-Reports to Shareholders."

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TAXES, DIVIDENDS AND DISTRIBUTIONS

- --------------------------------------------------------------------------------

Taxation of the Series

Each series of the Trust is treated as a separate entity for federal income
tax purposes and each has elected to qualify and intends to remain qualified as
a regulated investment company under the Internal Revenue Code. Accordingly, the
Series will not be subject to federal income taxes on the taxable income it
distributes to shareholders. The performance and tax qualification of one series
will have no effect on the federal income tax liability of shareholders of the
other series. See "Taxes" in the Statement of Additional Information.

Gains or losses on sales of securities by the Series are generally treated
as long-term capital gains or losses if the securities have been held by it for
more than one year and otherwise as short-term capital gains or losses.

Gains and losses on the sale, lapse or other termination of options on
securities will generally be treated as gains and losses from the sale of
securities (assuming they do not qualify as "Section 1256 contracts"). If an
option written by the Series on securities lapses or is terminated through a
closing transaction, such as a repurchase by the Series of the option from its
holder, the Series should generally realize short-term capital gain or loss. If
securities are sold by the Series pursuant to the exercise of a call option
written by it, the Series will include the premium received in the sale proceeds
of the securities delivered in determining the amount of gain or loss on the
sale. Certain of the Series' transactions may be subject to wash sale and short
sale provisions of the Internal Revenue Code, which may, in general, disallow or
defer certain losses realized by the Series, recharacterize certain of the
Series' long-term capital gains as short-term capital gains (or short-term
capital losses as long-term capital losses), and toll the Series' holding period
in certain capital assets. In addition, debt securities acquired by the Series
may be subject to original issue discount and market discount rules.

"Regulated futures contracts" and certain listed options which are not
"equity options" constitute "Section 1256 contracts" and will be required to be
"marked to market" for federal income tax purposes at the end of the Series'
taxable year; that is, treated as having been sold at market value. Sixty
percent of any gain or loss recognized on such "deemed sales" and on actual
dispositions will be treated as long-term capital gain or loss, and the
remainder will be treated as short-term capital gain or loss.

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<PAGE>

In addition, positions which are part of a "straddle" are subject to special
rules including modified wash sale and short sale rules. The Series generally
will be required to defer the recognition of losses on positions it holds as
part of a straddle to the extent of any unrecognized gain on offsetting
positions held by the Series, and will not be able to deduct net interest or
other charges incurred to purchase or carry straddle positions. Capital gains
realized by the Series in connection with a "conversion transaction" (generally,
a transaction the Series' return from which is attributable solely to the time
value of the Series' net investment) will generally be recharacterized as
ordinary income.

The Series' ability to enter into "Section 1256 contracts," straddles and
swaps may be limited by the income and asset requirements the Series must
satisfy to qualify as a regulated investment company. See "Taxes" in the
Statement of Additional Information.

Taxation of Shareholders

Distributions of net investment income and realized net short-term capital
gains (i.e., the excess of net short-term capital gains over net long-term
capital losses) of the Series, if any, are taxable to shareholders of the Series
as ordinary income, whether such distributions are received in cash or
reinvested in additional shares. Distributions of net long-term capital gains,
if any, are taxable as long-term capital gains, whether paid in cash or
reinvested in additional shares, regardless of how long the shareholder has held
the Series' shares. Because none of the income of the Series will consist of
dividends from domestic corporations, dividends of net investment income and
distributions of net short-term or long-term capital gains will not be eligible
for the dividends-received deduction for corporate shareholders.

Any gain or loss realized upon a sale, redemption or exchange of shares of
the Series by a shareholder who is not a dealer in securities will generally be
treated as long-term capital gain or loss if the shares have been held for more
than one year, and otherwise as short-term capital gain or loss. Any loss
realized by a shareholder upon the sale, redemption or exchange of Series shares
held six months or less will be treated as a long-term capital loss, however, to
the extent of any net long-term capital gain distributions received by the
shareholder with respect to those shares. Any loss realized on a sale,
redemption or exchange will be disallowed to the extent the shares disposed of
are replaced (including by reinvestment of dividends) within the 61-day period
ending 30 days after the shares are disposed of.

Shareholders are advised to consult their own tax advisers regarding
specific questions as to federal, state or local taxes.

Withholding Taxes

Under Treasury Regulations, the Series is required to withhold and remit to
the U.S. Treasury 31% of dividends, capital gain distributions and redemption
proceeds on the accounts of those shareholders who fail to furnish their tax
identification numbers on IRS Form W-9 (or IRS Form W-8 in the case of certain
foreign shareholders). Withholding at this rate is also required from dividends
and capital gains distributions (but not redemption proceeds) payable to
shareholders who are otherwise subject to backup withholding. Dividends from net
investment income and short-term capital gains paid to a foreign shareholder
will generally be subject to U.S. withholding tax at the rate of 30% (or lower
treaty rate).

Dividends and Distributions

The Series declares dividends on a daily basis payable monthly in an amount
based on actual and projected net investment income determined in accordance
with generally accepted accounting principles.

Dividends and distributions will be paid in additional shares of the Series,
based on the NAV on the payment date, unless the shareholder elects in writing
not less than five business days prior to the payment date to receive such
dividends and distributions in cash. Such election should be submitted to
Prudential Mutual Fund Services, Inc., Attention: Account Maintenance, P.O. Box
15015, New Brunswick, New Jersey 08906-5015. If you hold shares through

21
<PAGE>

Prudential Securities, you should contact your financial adviser to elect to
receive dividends and distributions in cash. The Trust will notify each
shareholder after the close of the Trust's taxable year of both the dollar
amount and taxable status of that year's dividends and distributions on a per
share basis. Distributions may be subject to state and local taxes. See
"Taxation of Shareholders" above.

As of November 30, 1995, the Series had a capital loss carryforward for
federal income tax purposes of approximately $53,834,000. Accordingly, no
capital gains distribution is expected to be paid to shareholders until net
gains have been realized in excess of such carryforward.

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GENERAL INFORMATION

- --------------------------------------------------------------------------------

DESCRIPTION OF SHARES

It is the intention of the Trust not to hold annual meetings of
shareholders. The Trustees may call special meetings of shareholders for action
by shareholder vote as may be required by the Investment Company Act or the
Declaration of Trust. Shareholders have certain rights, including the right to
call a meeting upon a vote of 10% of the Trust's outstanding shares for the
purpose of voting on the removal of one or more Trustees.

ADDITIONAL INFORMATION

- --------------------------------------------------------------------------------

SHAREHOLDER GUIDE

- --------------------------------------------------------------------------------

HOW TO BUY SHARES OF THE TRUST

You may purchase shares of the Series through Prudential Securities or
through Prusec or directly from the Trust through its Transfer Agent, Prudential
Mutual Fund Services, Inc. (PMFS or the Transfer Agent), Attention: Investment
Services, P.O. Box 15020, New Brunswick, New Jersey 08906-5020. The minimum
initial investment is $1,000. The minimum subsequent investment is $100. All
minimum investment requirements are waived for certain retirement and employee
savings plans and for custodial accounts for the benefit of minors. For
purchases through the Automatic Savings Accumulation Plan, the minimum initial
and subsequent investment is $50. See "Shareholder Services" below.

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<PAGE>

Shares of the Series are sold, without a sales charge, at the NAV next
determined after receipt of an order by PMFS of a purchase order and payment in
proper form [i.e., a check or Federal Funds wired to State Street Bank and Trust
Company (State Street)]. See "How the Trust Values its Shares." When payment is
received by PMFS prior to 4:15 P.M., New York time, in proper form, a share
purchase order will be entered at the price determined as of 4:15 P.M., New York
time, on that day, and dividends on the shares purchased will begin on the
business day following such investment. See "Taxes, Dividends and
Distributions."

Application forms can be obtained from PMFS, Prudential Securities or
Prusec. If a stock certificate is desired, it must be requested in writing for
each transaction. Certificates are issued only for full shares. Shareholders who
hold their shares through Prudential Securities will not receive stock
certificates. Shareholders cannot utilize Expedited Redemption or have a
Systematic Withdrawal Plan if they have been issued share certificates.

The Trust reserves the right to reject any purchase order (including an
exchange into the Series) or to suspend or modify the continuous offering of its
shares. See "How to Sell Your Shares" below.

Transactions in Trust shares may be subject to postage and handling charges
imposed by your dealer.

Purchases through Prudential Securities. Shares of the Series may be
purchased through Prudential Securities at the net asset value next computed
after your order is received. Prudential Securities will transmit your order to
the Trust on the next business day for settlement that day and you will begin
earning dividends on the second business day after receipt of your order by
Prudential Securities. Prudential Securities will have the use of any free
credit balances (i.e., immediately available funds) held in your account until
they are delivered to the Trust in connection with your purchase.

Shares of the Series purchased by Prudential Securities on behalf of its
clients will be held by Prudential Securities as record holder. Prudential
Securities will thereafter receive statements and dividends directly from the
Trust and will in turn provide investors with Prudential Securities account
statements reflecting Series purchases, redemptions and dividend payments.

Prudential Securities clients wishing additional information concerning
investment in Series shares made through Prudential Securities should call their
Prudential Securities financial adviser.

Purchases through Prusec. You may purchase shares of the Series by placing
an order with your Prusec registered representative accompanied by payment for
the purchase price of such shares and, in the case of a new account, a completed
Application Form. You should also submit an IRS Form W-9. The Prusec registered
representative will then forward these items to the Transfer Agent. See
"Purchase by Mail" below.

Purchase by Wire. For an initial purchase of shares of the Series by wire,
you must first telephone PMFS at (800) 225-1852 to receive an account number.
The following information will be requested: your name, address, tax
identification number, dividend and distribution elections, amount being wired
and wiring bank. Instructions should then be given by you to your bank to
transfer funds by wire to State Street Bank and Trust Company, Boston,
Massachusetts, Custody and Shareholder Services Division, Attention: Prudential
Government Securities Trust, Short-Intermediate Term Series, specifying on the
wire the account number assigned and your name.

If you arrange for receipt by State Street of Federal Funds prior to 4:15
P.M., New York time, on a business day, you may purchase Series shares as of
that day and earn dividends commencing on the next business day.

In making a subsequent purchase utilizing Federal Funds, you should wire
State Street directly and should be sure that the wire specifies Prudential
Government Securities Trust (Short-Intermediate Term Series) and your name and
individual account number. It is not necessary to call PMFS to make subsequent
purchase orders utilizing Federal Funds. The minimum amount which may be
subsequently invested by wire is $1,000.

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<PAGE>

Purchase by Mail. Purchase orders for which remittance is to be made by
check must be submitted directly by mail to Prudential Mutual Fund Services,
Inc., Attention: Investment Services, P.O. Box 15020, New Brunswick, New Jersey
08906-5020, together with payment for the purchase price of such shares and, in
the case of a new account, a completed Application Form. You should also submit
an IRS Form W-9. If PMFS receives your order to purchase shares of the Trust and
payment in proper form prior to 4:15 P.M., New York time, the purchase order
will be effective on that day and you will begin earning dividends on the
following business day. See "Taxes, Dividends and Distributions." Checks should
be made payable to "Prudential Government Securities Trust, Short-Intermediate
Term Series." Certified checks are not necessary, but checks are accepted
subject to collection at full face value in United States funds and must be
drawn on a bank located in the United States. There are restrictions on the
redemption of shares purchased by check while the funds are being collected. See
"How to Sell Your Shares."

HOW TO SELL YOUR SHARES

Shares for which a redemption request is received by PMFS prior to 4:15
P.M., New York time, are entitled to a dividend on the day on which the request
is received. By pre-authorizing Expedited Redemption, a shareholder may arrange
to have payment for redeemed shares made in Federal Funds wired to the
shareholder's bank, normally on the next bank business day following the date of
receipt of the redemption instructions. Should a shareholder redeem all of his
or her shares, he or she will receive the amount of all dividends declared for
the month-to-date on those shares. Any capital gain or loss realized by a
shareholder upon any redemption of Trust shares must be recognized for federal
income tax purposes. See "Taxes, Dividends and Distributions."

Prudential Securities clients for whom Prudential Securities has purchased
shares of the Trust may have their shares redeemed by calling their Prudential
Securities financial adviser.

If the proceeds of the redemption (a) exceed $50,000, (b) are to be paid to
a person other than the record owner, (c) are to be sent to an address other
than the address on the Transfer Agent's records or (d) are to be paid to a
corporation, partnership, trust or fiduciary, the signature(s) on the redemption
request and on the certificates, if any, or stock power must be guaranteed by an
"eligible guarantor institution." An "eligible guarantor institution" includes
any bank, broker, dealer or credit union. The Transfer Agent reserves the right
to request additional information from, and make reasonable inquiries of, any
eligible guarantor institution. For clients of Prusec, a signature guarantee may
be obtained from the agency or office manager of most Prudential Insurance and
Financial Services or Preferred Services offices.

Payment for shares presented for redemption will ordinarily be made by check
mailed to the shareholder's address within seven days after receipt of the
redemption request in proper order. Such payment may be postponed or the right
of redemption suspended at times (a) when the New York Stock Exchange is closed,
for other than customary weekends and holidays, (b) when trading on such
Exchange is restricted, (c) when an emergency exists as a result of which
disposal by the Trust of securities owned by it is not reasonably practicable or
it is not reasonably practicable for the Trust fairly to determine the value of
its net assets or (d) during any other period when the Securities and Exchange
Commission, by order, so permits; provided that applicable rules and regulations
of the Securities and Exchange Commission shall govern as to whether the
conditions prescribed in (b), (c) or (d) exist.

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<PAGE>

purchase check by the Transfer Agent. Such delay may be avoided if shares are
purchased by wire or by certified or official bank check.

Expedited Redemption. By pre-authorizing Expedited Redemption, you may
arrange to have payment for redeemed shares made in Federal Funds wired to your
bank, normally on the next business day following redemption. In order to use
Expedited Redemption, you may so designate at the time the initial investment is
made or at a later date. Once an Expedited Redemption authorization form has
been completed, the signature on the authorization form guaranteed as set forth
above and the form returned to PMFS, requests for redemption may be made by
telegraph, letter or telephone. To request Expedited Redemption by telephone,
you should call PMFS at (800) 225-1852. Calls must be received by PMFS before
4:15 P.M., New York time, to permit redemption as of such date. Requests by
letter should be addressed to Prudential Mutual Fund Services, Inc., Attention:
Redemption Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

During periods of severe market or economic conditions, Expedited
Redemptions may be difficult to implement and you should redeem your shares by
mail as described above.

Redemption in Kind. If the Trustees determine that it would be detrimental
to the best interests of the remaining shareholders of the Series to make
payment wholly or partly in cash, the Trust may pay the redemption price in
whole or in part by a distribution in kind of securities from the portfolio of
the Series, in lieu of cash in conformity with applicable rules of the
Securities and Exchange Commission. Securities will be readily marketable and
will be valued in the same manner as in a regular redemption. See "How the Trust
Values its Shares." If your shares are redeemed in kind, you would incur
transaction costs in converting the assets into cash. The Trust, however, has
elected to be governed by Rule 18f-1 under the Investment Company Act pursuant
to which the Trust is obligated to redeem shares solely in cash up to the lesser
of $250,000 or one percent of the net asset value of the Series during any
90-day period for any one shareholder.

Involuntary Redemption. In order to reduce the expenses of the Trust, the
Trustees may redeem all of the shares of any shareholder whose account has a net
asset value of less than $500 due to a redemption. The Trust would give
shareholders whose shares were being redeemed 60 days' prior written notice in
which to purchase sufficient additional shares to avoid such redemption.

90-Day Repurchase Privilege. If you redeem your shares and have not
previously exercised the repurchase privilege, you may reinvest any portion or
all of the proceeds of such redemption in shares of the Trust at the NAV next
determined after the order is received, which must be within 90 days after the
date of the redemption. Any CDSC paid in connection with such redemption will be
credited (in shares) to your account. (If less than a full repurchase is made,
the credit will be on a pro rata basis.) You must notify the Trust's Transfer
Agent, either directly or through Prudential Securities, at the time the
repurchase privilege is exercised to adjust your account for the CDSC you
previously paid. Thereafter, any redemptions will be subject to the CDSC
applicable at the time of the redemption. Exercise of the repurchase privilege
will not affect the federal income tax treatment of any gain realized upon the
redemption. However, if the redemption was made within a 30-day period of the
repurchase, and if the redemption resulted in a loss, some or all of the loss,
depending on the amount reinvested, will not be allowed for federal income tax
purposes.

Class B and Class C Purchase Privilege. You may direct that the proceeds of
the redemption of Fund shares be invested in Class B or Class C shares of any
Prudential Mutual Fund by calling your Prudential Securities financial adviser
or the Transfer Agent at (800) 225-1852. The transaction will be effected on the
basis of the relative NAV.

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<PAGE>

HOW TO EXCHANGE YOUR SHARES

As a shareholder of the Series, you may exchange your shares for shares of
other series of the Trust and certain other Prudential Mutual Funds, including
money market funds and funds sold with an initial sales charge, subject to the
minimum investment requirements of such funds on the basis of relative NAV. You
may exchange your shares for Class A shares of the Prudential Mutual Funds on
the basis of the relative NAV plus the applicable sales charge. No additional
sales charge is imposed in connection with subsequent exchanges. You may not
exchange your shares for Class B shares of the Prudential Mutual Funds, except
that shares acquired prior to January 22, 1990 subject to a contingent deferred
sales charge can be exchanged for Class B shares. You may not exchange your
shares for Class C shares of the Prudential Mutual Funds. See "How to Sell Your
Shares-Class B and Class C Purchase Privilege" above and "Shareholder Investment
Account-Exchange Privilege" in the Statement of Additional Information. An
exchange will be treated as a redemption and purchase for tax purposes.

You may also exchange shares by mail by writing to Prudential Mutual Fund
Services, Inc., Attention: Exchange Processing, P.O. Box 15010, New Brunswick,
New Jersey 08906-5010.

In periods of severe market or economic conditions, the telephone exchange
of shares may be difficult to implement and you should make exchanges by mail by
writing to Prudential Mutual Fund Services, Inc., at the address noted above.

The Exchange Privilege may be modified or terminated at any time on 60 days'
notice to shareholders.

SHAREHOLDER SERVICES

In addition to the exchange privilege, as a shareholder in the Trust, you
can take advantage of the following additional services and privileges:

*Automatic Reinvestment of Dividends and/or Distributions. For your
convenience, all dividends and distributions are automatically reinvested in
full and fractional shares of the Series at NAV. You may direct the Transfer
Agent in writing not less than 5 full business days prior to the record date to
have subsequent dividends and/or distributions sent in cash rather than
reinvested. If you hold your shares through Prudential Securities, you should
contact your financial adviser.

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<PAGE>

*Tax-Deferred Retirement Plans. Various tax-deferred retirement plans,
including a 401(k) plan, self-directed individual retirement accounts and
"tax-sheltered accounts" under Section 403(b)(7) of the Internal Revenue Code
are available through the Distributor. These plans are for use by both
self-employed individuals and corporate employers. These plans permit either
self-direction of accounts by participants, or a pooled account arrangement.
Information regarding the establishment of these plans, the administration,
custodial fees and other details is available from Prudential Securities or the
Transfer Agent. If you are considering adopting such a plan, you should consult
with your own legal or tax adviser with respect to the establishment and
maintenance of such a plan.

*Systematic Withdrawal Plan. A systematic withdrawal plan is available for
shareholders which provides for monthly or quarterly checks. For additional
information about this service, you may contact your Prudential Securities
financial adviser, Prusec representative or the Transfer Agent directly.

*Reports to Shareholders. The Trust will send you annual and semi-annual
reports. The financial statements appearing in annual reports are audited by
independent accountants. In order to reduce duplicate mailing and printing
expenses the Trust will provide one annual report and semi-annual shareholder
report and annual prospectus per household. You may request additional copies of
such reports by calling (800) 225-1852 or by writing to the Trust at One Seaport
Plaza, New York, NY 10292. In addition, monthly unaudited financial data is
available upon request from the Trust.

*Shareholder Inquiries. Inquiries should be addressed to the Trust at One
Seaport Plaza, New York, New York 10292, or by telephone, at (800) 225-1852
(toll free) or, from outside the U.S.A., at (908) 417-7555 (collect).

For additional information regarding the services and privileges described
above, see "Shareholder Investment Account" in the Statement of Additional
Information.

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THE PRUDENTIAL MUTUAL FUND FAMILY

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(Left Column)

Taxable Bond Funds

Prudential Diversified Bond Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
Short-Intermediate Term Series
Prudential High Yield Fund, Inc.
Prudential Mortgage Income Fund, Inc.
Prudential Structured Maturity Fund, Inc.
Income Portfolio
The BlackRock Government Income Trust

Tax-Exempt Bond Funds

Prudential California Municipal Fund
California Series
California Income Series
Prudential Municipal Bond Fund
High Yield Series
Insured Series
Intermediate Series
Prudential Municipal Series Fund
Florida Series
Hawaii Income Series
Maryland Series
Massachusetts Series
Michigan Series
New Jersey Series
New York Series
North Carolina Series
Ohio Series
Pennsylvania Series
Prudential National Municipals Fund, Inc.

Global Funds

Prudential Europe Growth Fund, Inc.
Prudential Global Fund, Inc.
Prudential Global Genesis Fund, Inc.
Prudential Global Limited Maturity Fund, Inc.
Limited Maturity Portfolio
Prudential Global Natural Resources Fund, Inc.
Prudential Intermediate Global Income Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Global Utility Fund, Inc.
The Global Government Plus Fund, Inc.
The Global Total Return Fund, Inc.

(Right Column)

Equity Funds

Prudential Allocation Fund
Balanced Portfolio
Strategy Portfolio
Prudential Equity Fund, Inc.
Prudential Equity Income Fund
Prudential Growth Opportunity Fund, Inc.
Prudential Jennison Fund, Inc.
Prudential Multi-Sector Fund, Inc.
Prudential Utility Fund, Inc.
Nicholas-Applegate Fund, Inc.
Nicholas-Applegate Growth Equity Fund

Money Market Funds

* Taxable Money Market Funds
Prudential Government Securities Trust
Money Market Series
U.S. Treasury Money Market Series
Prudential Special Money Market Fund
Money Market Series
Prudential MoneyMart Assets

* Command Funds
Command Money Fund
Command Government Fund
Command Tax-Free Fund

* Institutional Money Market Funds
Prudential Institutional Liquidity Portfolio, Inc.
Institutional Money Market Series

- --------------------------------------------------------------------------------
A-1
<PAGE>

(Left Column)

- --------------------------------------------------

TABLE OF CONTENTS

Page
----
TRUST HIGHLIGHTS ............................. 2
Risk Factors and Special Characteristics ... 2
TRUST EXPENSES ............................... 4
FINANCIAL HIGHLIGHTS ......................... 5
HOW THE TRUST INVESTS ........................ 6
Investment Objective and Policies .......... 6
Other Investments and Policies ............. 8
Other Investments and Investment Techniques. 11
Investment Restrictions .................... 16
HOW THE TRUST IS MANAGED ..................... 16
Manager .................................... 17
Distributor ................................ 17
Portfolio Transactions ..................... 19
Custodian and Transfer and
Dividend Disbursing Agent ............... 19
HOW THE TRUST VALUES ITS SHARES ........... 19
HOW THE TRUST CALCULATES PERFORMANCE ......... 19
TAXES, DIVIDENDS AND DISTRIBUTIONS ........ 20
GENERAL INFORMATION .......................... 22
Description of Shares ...................... 22
Additional Information .................... 22
SHAREHOLDER GUIDE ............................ 22
How to Buy Shares of the Trust ........... 22
How to Sell Your Shares .................. 24
How to Exchange Your Shares .............. 26
Shareholder Services ....................... 26
THE PRUDENTIAL MUTUAL FUND FAMILY ............ A-1

- --------------------------------------------------
111A 4440381

- --------------------------------------------------

CUSIP #: 744342 10 6

- --------------------------------------------------

(Right Column)

Prudential
Government
Securities
Trust
- ---------------------
(Short-Intermediate
Term Series)

Prudential Mutual Funds
BUILDING YOUR FUTURE
ON OUR STRENGTH

PROSPECTUS

January 29, 1996

<PAGE>

Prudential Government Securities Trust

Statement of Additional Information
dated January 29, 1996

Prudential Government Securities Trust (the Trust) is offered in three
series: the Money Market Series, the U.S. Treasury Money Market Series and the
Short-Intermediate Term Series. Each series operates as a separate fund with its
own investment objectives and policies designed to meet its specific investment
goals. The investment objectives of the Money Market Series and the U.S.
Treasury Money Market Series are to obtain high current income, preserve capital
and maintain liquidity. The investment objective of the Short-Intermediate Term
Series is to achieve a high level of income consistent with providing reasonable
safety. There can be no assurance that any series' investment objective will be
achieved.

The Trust's address is One Seaport Plaza, New York, New York 10292, and its
telephone number is (800) 225-1852.

This Statement of Additional Information sets forth information about each
of the series. This Statement of Additional Information is not a prospectus and
should be read in conjunction with the Trust's Money Market Series Prospectus,
U.S. Treasury Money Market Series Prospectus or Short-Intermediate Term Series
Prospectus, each dated January 29, 1996, copies of which may be obtained from
the Trust upon request.

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Cross-reference Cross-reference
Cross-reference to page in U.S. to page in
to page in Treasury Money Short-Intermediate
Money Market Market Series Term
Page Series Prospectus Prospectus Series Prospectus
---- ----------------- ---------- -----------------
<S> <C> <C> <C> <C>

General Information ............................... B-2 12 12 22
Investment Objective(s) and Policies .............. B-3 --
Money Market Series ........................... B-4 6 --
U.S. Treasury Money Market Series ............. B-6 -- 6 --
Short-Intermediate Term Series ................ B-6 -- -- 6
Portfolio Turnover ................................ B-15 -- -- --
Investment Restrictions ........................... B-16 8 8 16
Trustees and Officers ............................. B-18 8 8 16
Manager .......................................... B-20 8 8 17
Distributor ...................................... B-22 9 9 17
Portfolio Transactions and Brokerage .............. B-23 10 10 19
Shareholder Investment Account .................... B-24 19 20 26
Net Asset Value ................................... B-27 10 10 19
Performance Information ........................... B-28
Money Market Series and U.S. Treasury
Money Market Series-Calculation of Yield .... B-28 6 6 --
Short-Intermediate Term Series-Calculation
of Yield and Total Return ................... B-28 -- -- 19
Taxes ............................................. B-29 11 11 20
Custodian and Transfer and Dividend Disbursing
Agent and Independent Accountants ............. B-29 10 10 19
Financial Statements .............................. B-31 -- -- --
Report of Independent Accountants ................. B-44 -- -- --
Appendix A-General Investment Information ......... A-1 -- -- --
Appendix B-Historical Performance Data ............ B-1 -- -- --
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111B 430145A
</TABLE>

<PAGE>

GENERAL INFORMATION

The Trust is a trust fund of the type commonly known as a "Massachusetts
business trust." The Declaration of Trust and the By-Laws of the Trust are
designed to make the Trust similar in most respects to a Massachusetts business
corporation. The principal distinction between the two forms relates to
shareholder liability: under Massachusetts law, shareholders of a business trust
may, in certain circumstances, be held personally liable as partners for the
obligations of the Trust, which is not the case with a corporation. The
Declaration of Trust of the Trust provides that shareholders shall not be
subject to any personal liability for the acts or obligations of the Trust and
that every written obligation, contract, instrument or undertaking made by the
Trust shall contain a provision to the effect that the shareholders are not
individually bound thereunder.

Massachusetts counsel for the Trust are of the opinion that no personal
liability will attach to the shareholders under any undertaking containing such
provision when adequate notice of such provision is given, except possibly in a
few jurisdictions. With respect to all types of claims in the latter
jurisdictions and with respect to tort claims, contract claims where the
provision referred to is omitted from the undertaking, claims for taxes and
certain statutory liabilities in other jurisdictions, a shareholder may be held
personally liable to the extent that claims are not satisfied by the Trust.
However, upon payment of any such liability the shareholder will be entitled to
reimbursement from the general assets of the Trust. The Trustees intend to
conduct the operations of the Trust, with the advice of counsel, in such a way
so as to avoid, as far as possible, ultimate liability of the shareholders for
liabilities of the Trust.

The Declaration of Trust further provides that no trustee, officer, employee
or agent of the Trust is liable to the Trust or to a shareholder, nor is any
trustee, officer, employee or agent liable to any third persons in connection
with the affairs of the Trust, except as such liability may arise from his or
its own bad faith, wilful misfeasance, gross negligence, or reckless disregard
of his or its duties. It also provides that all third persons shall look solely
to the Trust property for satisfaction of claims arising in connection with the
affairs of the Trust. With the exceptions stated, the Declaration of Trust
permits the Trustees to provide for the indemnification of trustees, officers,
employees or agents of the Trust against all liability in connection with the
affairs of the Trust.

Other distinctions between a corporation and a Massachusetts business trust
include the absence of a requirement that business trusts issue share
certificates.

The Trust shall continue without limitation of time subject to the
provisions in the Declaration of Trust concerning termination by action of the
shareholders or by the Trustees by written notice to the shareholders.

Pursuant to the Declaration of Trust, the Trustees initially authorized the
issuance of an unlimited number of full and fractional shares of a single class.
In connection with the establishment of the Short-Intermediate Term Series
(formerly the Intermediate Term Series) on July 1, 1982, the Trustees designated
the outstanding shares and shares that may thereafter be issued under previous
authority as the shares of the Money Market Series. On November 1, 1991, the
Trustees established the U.S. Treasury Money Market Series by designating it out
of the unissued shares of beneficial interest of the Trust. In so designating,
the Trustees did not change any of the existing shareholders' preferences,
privileges, limitations or voting rights. Each share of the Money Market Series,
the U.S. Treasury Money Market Series and the Short-Intermediate Term Series
represents an equal proportionate interest in the assets of the Trust
attributable to the respective series with each other share of the respective
series. The Declaration of Trust permits the Trustees to divide or combine the
shares of any series into a greater or lesser number of shares without thereby
changing the proportionate beneficial interests of the shares of any series in
the assets of the Trust attributable to such series. If the assets attributable
to one series of shares are insufficient to satisfy its liabilities, the assets
of other series could be subjected to such liabilities. Upon liquidation of the
Trust, shareholders are entitled to share pro rata in the net assets of the
Trust attributable to the series of which shares are held and available for
distribution to shareholders. Shares have no preemptive, appraisal or conversion
rights and, except as may be otherwise indicated hereby, no preference rights.
Shares are fully paid and nonassessable by the Trust.

Pursuant to the Declaration of Trust, the Trustees may authorize the
creation of additional series of shares and classes within such series (the
proceeds of which would be invested in separate, independently managed
portfolios with distinct investment objectives and policies and share purchase,
redemption and net asset valuation procedures) and additional classes of shares
within any series (which would be used to distinguish among the rights of
different categories of shareholders, as might be required by future regulations
or other unforeseen circumstances) with such preferences, privileges,
limitations and voting and dividend rights as the Trustees may determine. All
consideration received by the Trust for shares of any additional series or
class, and all assets in which such consideration is invested, would belong to
that series or class (subject only to the rights of creditors of the Trust) and
would be subject to the liabilities related thereto. Pursuant to the Investment
Company Act of 1940, as amended (the Investment Company Act), shareholders of
any additional series or class of shares would normally have to approve any
changes in the management contract relating to such series or class and of any
changes in the investment policies related thereto.

The Trustees themselves have the power to alter the number and the terms of
office of the Trustees, and they may at any time lengthen their own terms or
make their terms of unlimited duration (subject to certain removal procedures)
and appoint their own

B-2
<PAGE>

successors, provided that always at least a majority of the Trustees have been
elected by the shareholders of the Trust. The voting rights of shareholders are
not cumulative, so that holders of more than 50 percent of the shares voting
can, if they choose, elect all trustees being selected, while the holders of the
remaining shares would be unable to elect any trustees.

On April 22, 1983, the Trustees at a meeting of the Board of Trustees
approved an amendment to the Declaration of Trust to effect a name change from
Chancellor Government Securities Trust to Prudential-Bache Government Securities
Trust. On February 28, 1991, the Trustees approved an amendment to the Fund's
Declaration of Trust to change the Trust's name from Prudential-Bache Government
Securities Trust to Prudential Government Securities Trust. On May 2, 1995, the
Trustees approved a change in the name of the Intermediate Term Series to the
Short-Intermediate Term Series.

INVESTMENT OBJECTIVES AND POLICIES

The Money Market Series, the U.S. Treasury Money Market Series and the
Short-Intermediate Term Series operate as separate funds with their own
investment objectives and policies. The investment objectives of the Money
Market Series and the U.S. Treasury Money Market Series are to obtain high
current income, preserve capital and maintain liquidity. The investment
objective of the Short-Intermediate Term Series is to achieve a high level of
income consistent with providing reasonable safety. For a further description of
the investment objectives and policies for each series see "How the Trust
Invests-Investment Objective and Policies" in their respective Prospectuses.
There can be no assurance that any series' investment objective will be
achieved.

The investment adviser maintains a credit unit which provides credit
analysis and research on taxable fixed-income securities. The portfolio manager
routinely consults with the credit unit in managing the Fund's portfolio. The
credit unit reviews on an ongoing basis issuers of tax-exempt and taxable
fixed-income obligations, including prospective purchases and portfolio holdings
of the Fund. Credit analysts have broad access to research and financial
reports, data retrieval services and industry analysts. They review financial
statements supplied by corporate (and governmental) issuers to evaluate sales,
earnings, projected growth and seek to achieve an allocation among different
sectors, coupons and maturities to achieve each Series' investment goals. The
portfolio manager also seeks bonds with a high level of call protection.

In order to achieve their objectives, the Money Market Series, the U.S.
Treasury Money Market Series and the Short-Intermediate Term Series
(collectively referred to as the Series), each acting independently of the
other, may, when appropriate, invest in the types of instruments and use certain
strategies described below:

Repurchase Agreements. The Trust's repurchase agreements will be
collateralized by U.S. Government obligations. The Trust will enter into
repurchase transactions only with parties meeting creditworthiness standards
approved by the Trustees. The Trust's investment adviser will monitor the
creditworthiness of such parties, under the general supervision of the Trustees.
In the event of a default or bankruptcy by a seller, the Trust will promptly
seek to liquidate the collateral. To the extent that the proceeds from any sale
of such collateral upon a default in the obligation to repurchase are less than
the repurchase price, the Trust will suffer a loss.

The Trust participates in a joint repurchase account with other investment
companies managed by Prudential Mutual Fund Management, Inc. (PMF or the
Manager) pursuant to an order of the Securities and Exchange Commission (SEC).
On a daily basis, any uninvested cash balances of the Trust may be aggregated
with those of such investment companies and invested in one or more repurchase
agreements. Each fund participates in the income earned or accrued in the joint
account based on the percentage of its investment.

Illiquid Securities. The Trust may not hold more than 10% of the net assets
of any Series (15% in the case of the Short-Intermediate Term Series) in
repurchase agreements which have a maturity of longer than seven days or in
other illiquid securities, including securities that are illiquid by virtue of
the absence of a readily available market or legal or contractual restrictions
on resale. Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (Securities Act),
securities which are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities which have not been
registered under the Securities Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Mutual funds do not typically hold a significant amount of
these restricted or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund might also have to register such
restricted securities in order to dispose of them resulting in additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.

In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act including
repurchase agreements, commercial paper, foreign securities, municipal
securities, convertible and

B-3
<PAGE>

corporate bonds and notes. Institutional investors depend on an efficient
institutional market in which the unregistered security can be readily resold on
an issuer's ability to honor a demand for repayment. The fact that there are
contractual or legal restrictions on resale to the general public or to certain
institutions may not be indicative of the liquidity of such investments.

Rule 144A under the Securities Act allows for a broader institutional
trading market for securities otherwise subject to restriction on resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers. The investment adviser anticipates that the
market for certain restricted securities such as institutional commercial paper
and foreign securities will expand further as a result of this regulation and
the development of automated systems for the trading, clearance and settlement
of unregistered securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the National Association of Securities Dealers, Inc. (NASD).

Restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act, commercial paper and municipal lease obligations for which there
is a readily available market will not be deemed to be illiquid. The investment
adviser will monitor the liquidity of such restricted securities subject to the
supervision of the Trustees. In reaching liquidity decisions, the investment
adviser will consider, inter alia, the following factors: (1) the frequency of
trades and quotes for the security; (2) the number of dealers wishing to
purchase or sell the security and the number of other potential purchasers; (3)
dealer undertakings to make a market in the security; and (4) the nature of the
security and the nature of the marketplace (e.g., the time needed to dispose of
the security, the method of soliciting offers and the mechanics of the
transfer). With respect to municipal lease obligations, the investment adviser
will also consider: (1) the willingness of the municipality to continue,
annually or biannually, to appropriate funds for payment of the lease; (2) the
general credit quality of the municipality and the essentiality to the
municipality of the property covered by the lease; (3) in the case of unrated
municipal lease obligations, an analysis of factors similar to that performed by
nationally recognized statistical rating organizations in evaluating the credit
quality of a municipal lease obligation, including (i) whether the lease can be
cancelled; (ii) if applicable, what assurance there is that the assets
represented by the lease can be sold; (iii) the strength of the lessee's general
credit (e.g., its debt, administrative, economic and financial characteristics);
(iv) the likelihood that the municipality will discontinue appropriating funding
for the leased property because the property is no longer deemed essential to
the operations of the municipality (e.g., the potential for an event of
nonappropriation); (v) the legal recourse in the event of failure to
appropriate; and (4) any other factors unique to municipal lease obligations as
determined by the investment adviser. With respect to commercial paper that is
issued in reliance on Section 4(2) of the Securities Act, (i) it must be rated
in one of the two highest rating categories by at least two nationally
recognized statistical rating organizations (NRSRO), or if only one NRSRO rates
the securities, by that NRSRO, or, if unrated, be of comparable quality in the
view of the investment adviser; and (ii) it must not be "traded flat" (i.e.,
without accrued interest) or in default as to principal or interest. Repurchase
agreements subject to demand are deemed to have a maturity equal to the notice
period.

Money Market Series

The Money Market Series seeks to achieve its objectives by investing in
United States Government securities that mature within thirteen months from date
of purchase, including a variety of securities which are issued or guaranteed by
the United States Treasury, by various agencies of the United States Government
or by various instrumentalities which have been established or sponsored by the
United States Government. These obligations, including those which are
guaranteed by Federal agencies or instrumentalities, may or may not be backed by
the "full faith and credit" of the United States. In the case of securities not
backed by the full faith and credit of the United States, the Trust must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment and may not be able to assert a claim against the United States itself
in the event the agency or instrumentality does not meet its commitments.
Securities in which the Money Market Series may invest which are not backed by
the full faith and credit of the United States include, but are not limited to,
obligations of the Tennessee Valley Authority, the Federal National Mortgage
Association (FNMA) and the United States Postal Service, each of which has the
right to borrow from the United States Treasury to meet its obligations, and
obligations of the Federal Farm Credit System and the Federal Home Loan Banks,
whose obligations may only be satisfied by the individual credits of each
issuing agency. Treasury securities include Treasury bills, Treasury notes and
Treasury bonds, all of which are backed by the full faith and credit of the
United States, as are obligations of the Government National Mortgage
Association, the Farmers Home Administration and the Export-Import Bank. The
Money Market Series will invest at least 80% of its assets in such types of
government securities.

The Series may also invest in component parts of U.S. Treasury notes or
bonds, namely, either the corpus (principal) of such Treasury obligations or one
of the interest payments scheduled to be paid on such obligations. These
obligations may take the form of (i) Treasury obligations from which the
interest coupons have been stripped, (ii) the interest coupons that are
stripped, (iii) book-entries at a Federal Reserve member bank representing
ownership of Treasury obligation components, or (iv) receipts evidencing the
component parts (corpus or coupons) of Treasury obligations that have not
actually been stripped. Such receipts evidence ownership of component parts of
Treasury obligations (corpus or coupons) purchased by a third party (typically
an investment banking firm) and held on behalf of the third party in physical or
book-entry form by a major commercial bank or trust

B-4
<PAGE>

company pursuant to a custody agreement with the third party. Treasury
obligations, including those underlying such receipts, are backed by the full
faith and credit of the U.S. Government.

The Money Market Series may also invest in fully insured certificates of
deposit. The Federal Deposit Insurance Corporation and the Federal Savings and
Loan Insurance Corporation, which are agencies of the United States Government,
insure the deposits of insured banks and savings and loan associations,
respectively, up to $100,000 per depositor. Current federal regulations also
permit such institutions to issue insured negotiable certificates of deposit
(CDs) in amounts of $100,000 or more without regard to the interest rate
ceilings on other deposits. To remain fully insured as to principal, such CDs
must currently be limited to $100,000 per bank or savings and loan association.
Interest on such CDs is not insured. The Money Market Series may invest in such
CDs, limited to the insured amount of principal ($100,000) in each case and to
10% or less of the gross assets of the Money Market Series in all such CDs in
the aggregate. Such CDs may or may not have a readily available market, and the
investment of the Money Market Series in CDs which do not have a readily
available market is further limited by the restriction on investment by the
Money Market Series of not more than 10% of assets in securities for which there
is no readily available market. See "Investment Restrictions."

The Money Market Series will attempt to balance its objectives of high
income, capital preservation and liquidity by investing in securities of varying
maturities and risks. As a result, the Money Market Series may not necessarily
invest in securities with the highest available yield. The Money Market Series
will not, however, invest in securities with remaining maturities of more than
thirteen months or maintain a dollar-weighted average maturity which exceeds 90
days. The amounts invested in obligations of various maturities of thirteen
months or less will depend on management's evaluation of the risks involved.
Longer-term issues, while frequently paying higher interest rates, are subject
to greater fluctuations in value resulting from general changes in interest
rates than are shorter-term issues. Thus, when rates on new securities increase,
the value of outstanding longer-term securities may decline and vice versa. Such
changes may also occur, but to a lesser degree, with short-term issues. These
changes, if realized, may cause fluctuations in the amount of daily dividends
and, in extreme cases, could cause the net asset value per share to decline. See
"Net Asset Value." In the event of unusually large redemption demands,
securities may have to be sold at a loss prior to maturity or the Money Market
Series may have to borrow money and incur interest expense. Either occurrence
would adversely affect the amount of daily dividends and could result in a
decline in daily net asset value per share or the reduction by the Money Market
Series of the number of shares held in a shareholder's account. The Money Market
Series will attempt to minimize these risks by investing in longer-term
securities, subject to the foregoing limitations, when it appears to management
that yields on such securities are not likely to increase substantially during
the period of expected holding, and then only in securities which are readily
marketable. However, there can be no assurance that the Money Market Series will
be successful in achieving this objective.

Liquidity Puts. The Money Market Series may also purchase instruments of the
types described in this section together with the right to resell the
instruments at an agreed-upon price or yield within a specified period prior to
the maturity date of the instruments. Such a right to resell is commonly known
as a "put," and the aggregate price which the Money Market Series pays for
instruments with puts may be higher than the price which otherwise would be paid
for the instruments. Consistent with the Money Market Series' investment
objective and applicable rules issued by the SEC and subject to the supervision
of the Trustees, the purpose of this practice is to permit the Money Market
Series to be fully invested while preserving the necessary liquidity to meet
unusually large redemptions and to purchase at a later date securities other
than those subject to the put. The Money Market Series may choose to exercise
puts during periods in which proceeds from sales of its shares and from recent
sales of portfolio securities are insufficient to meet redemption requests or
when the funds available are otherwise allocated for investment. In determining
whether to exercise puts prior to their expiration date and in selecting which
puts to exercise in such circumstances, the Money Market Series' investment
adviser considers, among other things, the amount of cash available to the Money
Market Series, the expiration dates of the available puts, any future
commitments for securities purchases, the yield, quality and maturity dates of
the underlying securities, alternative investment opportunities and the
desirability of retaining the underlying securities in the Money Market Series'
portfolio.

Since the value of the put is dependent on the ability of the put writer to
meet its obligation to repurchase, the Money Market Series' policy is to enter
into put transactions only with such brokers, dealers or financial institutions
which present minimal credit risks. There is a credit risk associated with the
purchase of puts in that the broker, dealer or financial institution might
default on its obligation to repurchase an underlying security. In the event
such a default should occur, the Money Market Series is unable to predict
whether all or any portion of any loss sustained could subsequently be recovered
from the broker, dealer or financial institution.

The Money Market Series values instruments which are subject to puts at
amortized cost; no value is assigned to the put. The cost of the put, if any, is
carried as an unrealized loss from the time of purchase until it is exercised or
expires.

B-5
<PAGE>

U.S. Treasury Money Market Series

The U.S. Treasury Money Market Series seeks to achieve its objective by
investing in U.S. Treasury securities, including bills,notes and bonds. These
instruments are direct obligations of the U.S. Government and, as such, are
backed by the "full faith and credit" of the United States. They differ
primarily in their interest rates and the lengths of their maturities.

The U.S. Treasury Money Market Series may also invest in component parts of
U.S. Treasury notes or bonds, namely, either the corpus (principal) of such
Treasury obligations or one of the interest payments scheduled to be paid on
such obligations. These obligations may take the form of (i) Treasury
obligations from which the interest coupons have been stripped, (ii) the
interest coupons that are stripped, or (iii) book-entries at a Federal Reserve
member bank representing ownership of Treasury obligation components.

The U.S. Treasury Money Market Series does not engage in repurchase
agreements or lend its portfolio securities because the income from such
activities is generally not exempt from state and local income taxes, but may
purchase or sell securities on a when-issued or delayed delivery basis.
When-issued or delayed delivery transactions arise when securities are purchased
or sold by the Series with payment and delivery taking place in the future in
order to secure what is considered to be an advantageous price and yield to the
Series at the time of entering into the transaction. The Trust's Custodian will
maintain, in a segregated account of the Series, cash or U.S. Treasury
obligations having a value equal to or greater than the Series' purchase
commitments. The Custodian will likewise segregate securities sold on a delayed
delivery basis.

Short-Intermediate Term Series

The Series' investment objective is to achieve a high level of income
consistent with providing reasonable safety. In seeking to achieve its
objective, the Series will under normal circumstances invest at least 65% of its
total assets in U.S. Government securities, including U.S. Treasury Bills,
Notes, Bonds and other debt securities issued by the U.S. Treasury, and
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. The Series may also invest up to 35% of its assets in
fixed-rate and adjustable rate mortgage-backed securities, asset-backed
securities, corporate debt securities (among other privately issued
instruments), rated A or better by Standard & Poor's Ratings Group or comparably
rated by any other Nationally Recognized Statistical Rating Organization (NRSRO)
or Moody's Investors Service, Inc. or, if unrated, determined to be of
comparable quality by the Series' investment adviser, and money market
instruments of a comparable short-term rating. The Series may also engage in
various strategies using derivatives, including the use of put and call options
on securities and financial indices, transactions involving futures contracts
and related options, short selling and use of leverage, including reverse
repurchase agreements and dollar rolls, which entail additional risks to the
Series. See "How the Trust Invests-Investment Objective and Policies" in the
Prospectus.

The Short-Intermediate Term Series intends to vary the proportion of its
holdings of longer and shorter-term debt securities in order to reflect its
assessment of prospective changes in interest rates even if such action may
adversely affect current income. For example, if, in the opinion of the
Short-Intermediate Term Series' investment adviser, interest rates generally are
expected to decline, the Short-Intermediate Term Series may sell its
shorter-term securities and purchase longer-term securities in order to benefit
from greater expected relative price appreciation; the securities sold may have
a higher current yield than those being purchased. The success of this strategy
will depend on the investment adviser's ability to forecast changes in interest
rates. Moreover, the Short-Intermediate Term Series intends to manage its
portfolio actively by taking advantage of trading opportunities such as sales of
portfolio securities and purchases of higher yielding securities of similar
quality due to distortions in normal yield differentials. In addition, if, in
the opinion of the investment adviser market conditions warrant, the
Short-Intermediate Term Series may purchase U. S. Government securities at a
discount or trade securities in response to fluctuations in interest rates to
provide for the prospect of modest capital appreciation at maturity.

U.S. Government Securities

Mortgage-Related Securities Issued or Guaranteed by U.S. Government Agencies
and Instrumentalities. The Short-Intermediate Term Series may purchase
mortgage-related securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, including GNMA, FNMA and FHLMC certificates. See
"Mortgage-Backed Securities" below. Mortgages backing the securities which may
be purchased by the Short-Intermediate Term Series include conventional
thirty-year fixed rate mortgages, graduated payment mortgages, fifteen-year
mortgages, adjustable rate mortgages and balloon payment mortgages. A balloon
payment mortgage-backed security is an amortized mortgage security with
installments of principal and interest, the last installment of which is
predominately principal. All of these mortgages can be used to create
pass-through securities. A pass-through security is formed when mortgages are
pooled together and undivided interests in the pool or pools are sold. The cash
flow from the mortgages is passed through to the holders of the securities in
the form of periodic payments of interest, principal and prepayments (net of a
service fee). Prepayments occur when the holder of an undivided mortgage prepays
the remaining principal before the mortgage's scheduled maturity date. As a
result of the pass-through of prepayments of principal on the underlying
securities, mortgage-backed securities are often subject to more rapid
prepayment of principal than their stated

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maturity would indicate. The remaining expected average life of a pool of
mortgage loans underlying a mortgage-backed security is a prediction of when the
mortgage loans will be repaid and is based upon a variety of factors, such as
the demographic and geographic characteristics of the borrowers and the
mortgaged properties, the length of time that each of the mortgage loans has
been outstanding, the interest rates payable on the mortgage loans and the
current interest rate environment.

During periods of declining interest rates, prepayment of mortgages
underlying mortgage-backed securities can be expected to accelerate. When
mortgage obligations are prepaid, the Short-Intermediate Term Series reinvests
the prepaid amounts in securities, the yields of which reflect interest rates
prevailing at that time. Therefore, the Short-Intermediate Term Series' ability
to maintain a portfolio of high-yielding mortgage-backed securities will be
adversely affected to the extent that prepayments of mortgages are reinvested in
securities which have lower yields than the prepaid mortgages. Moreover,
prepayments of mortgages which underlie securities purchased at a premium
generally will result in capital losses.

Special Considerations. Fixed income U.S. Government securities are
considered among the most creditworthy of fixed income investments. The yields
available from U.S. Government securities are generally lower than the yields
available from corporate debt securities. The values of U.S. Government
securities will change as interest rates fluctuate. To the extent U.S.
Government securities are not adjustable rate securities, these changes in value
in response to changes in interest rates generally will be more pronounced.
During periods of falling interest rates, the values of outstanding long-term
fixed rate U.S. Government securities generally rise. Conversely, during periods
of rising interest rates, the values of such securities generally decline. The
magnitude of these fluctuations will generally be greater for securities with
longer maturities. Although changes in the value of U.S. Government securities
will not affect investment income from those securities, they may affect the net
asset value of the Short-Intermediate Term Series.

At a time when the Short-Intermediate Term Series has written call options
on a portion of its U.S. Government securities, its ability to profit from
declining interest rates will be limited. Any appreciation in the value of the
securities held in the portfolio above the strike price would likely be
partially or wholly offset by unrealized losses on call options written by the
Short-Intermediate Term Series. The termination of option positions under these
conditions would generally result in the realization of capital losses, which
would reduce the Short-Intermediate Term Series' capital gains distribution.
Accordingly, the Short-Intermediate Term Series would generally seek to realize
capital gains to offset realized losses by selling portfolio securities. In such
circumstances, however, it is likely that the proceeds of such sales would be
reinvested in lower yielding securities. See "Additional Risks-Options
Transactions and Related Risks."

Mortgage-Backed Securities

As discussed in the Prospectus, the mortgage-backed securities purchased by
the Short-Intermediate Term Series evidence an interest in a specific pool of
mortgages. Such securities may be issued by GNMA, FNMA and FHLMC.

GNMA Certificates. GNMA is a wholly-owned corporate instrumentality of the
United States within the Department of Housing and Urban Development. The
National Housing Act of 1934, as amended (the Housing Act), authorizes GNMA to
guarantee the timely payment of the principal of and interest on certificates
that are based on and backed by a pool of mortgage loans issued by the Federal
Housing Administration under the Housing Act, or Title V of the Housing Act of
1949 (FHA Loans), or guaranteed by the Veterans' Administration under the
Servicemen's Readjustment Act of 1944, as amended (VA Loans), or by pools of
other eligible mortgage loans. The Housing Act provides that the full faith and
credit of the U.S. Government is pledged to the payment of all amounts that may
be required to be paid under the guarantee. In order to meet its obligations
under such guarantee, GNMA is authorized to borrow from the U.S. Treasury with
no limitations as to amount.

The GNMA Certificates will represent a pro rata interest in one or more
pools of the following types of mortgage loans: (i) fixed rate level payment
mortgage loans; (ii) fixed rate graduated payment mortgage loans; (iii) fixed
rate growing equity mortgage loans; (iv) fixed rate mortgage loans secured by
manufactured (mobile) homes; (v) mortgage loans on multifamily residential
properties under construction; (vi) mortgage loans on completed multifamily
projects; (vii) fixed rate mortgage loans as to which escrowed funds are used to
reduce the borrower's monthly payments during the early years of the mortgage
loans ("buydown" mortgage loans); (viii) mortgage loans that provide for
adjustments in payments based on periodic changes in interest rates or in other
payment terms of the mortgage loans; and (ix) mortgage-backed serial notes. All
of these mortgage loans will be FHA Loans or VA Loans and, except as otherwise
specified above, will be fully-amortizing loans secured by first liens on one to
four-family housing units.

FNMA Certificates. FNMA is a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act. FNMA provides funds to the mortgage market primarily by
purchasing home mortgage loans from local lenders, thereby replenishing their
funds for additional lending. FNMA acquires funds to purchase home mortgage
loans from many capital market investors that may not ordinarily invest in
mortgage loans directly.

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Each FNMA Certificate will entitle the registered holder thereof to receive
amounts, representing such holder's pro rata interest in scheduled principal
payments and interest payments (at such FNMA Certificate's pass-through rate,
which is net of any servicing and guarantee fees on the underlying mortgage
loans), and any principal prepayments on the mortgage loans in the pool
represented by such FNMA Certificate and such holder's proportionate interest in
the full principal amount of any foreclosed or otherwise finally liquidated
mortgage loan. The full and timely payment of principal and interest on each
FNMA Certificate will be guaranteed by FNMA, which guarantee is not backed by
the full faith and credit of the U.S. Government.

Each FNMA Certificate will represent a pro rata interest in one or more
pools of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage
loans that are not insured or guaranteed by any governmental agency) of the
following types: (i) fixed rate level payment mortgage loans; (ii) fixed rate
growing equity mortgage loans; (iii) fixed rate graduated payment mortgage
loans; (iv) variable rate California mortgage loans; (v) other adjustable rate
mortgage loans; and (vi) fixed rate mortgage loans secured by multifamily
projects.

FHLMC Certificates. FHLMC is a corporate instrumentality of the United
States created pursuant to the Emergency Home Finance Act of 1970, as amended
(the FHLMC Act). The principal activity of FHLMC consists of the purchase of
first lien, conventional, residential mortgage loans and participation interests
in such mortgage loans and the resale of the mortgage loans so purchased in the
form of mortgage securities, primarily FHLMC Certificates.

FHLMC guarantees to each registered holder of the FHLMC Certificate the
timely payment of interest at the rate provided for by such FHLMC Certificate,
whether or not received. FHLMC also guarantees to each registered holder of a
FHLMC Certificate ultimate collection of all principal on the related mortgage
loans, without any offset or deduction, but does not, generally, guarantee the
timely payment of scheduled principal. FHLMC may remit the amount due on account
of its guarantee of collection of principal at any time after default on an
underlying mortgage loan, but not later than 30 days following (i) foreclosure
sale, (ii) payment of a claim by any mortgage insurer or (iii) the expiration of
any right of redemption, whichever occurs later, but in any event no later than
one year after demand has been made upon the mortgagor for accelerated payment
of principal. The obligations of FHLMC under its guarantee are obligations
solely of FHLMC and are not backed by the full faith and credit of the U.S.
Government.

FHLMC Certificates represent a pro rata interest in a group of mortgage
loans (a FHLMC Certificate group) purchased by FHLMC. The mortgage loans
underlying the FHLMC Certificates will consist of fixed rate or adjustable rate
mortgage loans with original terms to maturity of between ten and thirty years,
substantially all of which are secured by first liens on one to four-family
residential properties or multifamily projects. Each mortgage loan must meet the
applicable standards set forth in the FHLMC Act. An FHLMC Certificate group may
include whole loans, participation interests in whole loans and undivided
interests in whole loans and participations comprising another FHLMC Certificate
group.

The market value of mortgage securities, like other securities, will
generally vary inversely with changes in market interest rates, declining when
interest rates rise and rising when interest rates decline. However, mortgage
securities, while having comparable risk of decline during periods of rising
rates, usually have less potential for capital appreciation than other
investments of comparable maturities due to the likelihood of increased
prepayments of mortgages as interest rates decline. In addition, to the extent
such mortgage securities are purchased at a premium, mortgage foreclosures and
unscheduled principal prepayments generally will result in some loss of the
holders' principal to the extent of the premium paid. On the other hand, if such
mortgage securities are purchased at a discount, an unscheduled prepayment of
principal will increase current and total returns and will accelerate the
recognition of income which when distributed to shareholders will be taxable as
ordinary income.

Adjustable Rate Mortgage Securities. The Short-Intermediate Term Series may
invest in adjustable rate mortgage securities (ARMs), which are pass-through
mortgage securities collateralized by mortgages with adjustable rather than
fixed rates. Generally, ARMs have a specified maturity date and amortize
principal over their life. In periods of declining interest rates, there is a
reasonable likelihood that ARMs will experience increased rates of prepayment of
principal. However, the major difference between ARMs and fixed rate mortgage
securities is that the interest rate and the rate of amortization of principal
of ARMs can and do change in accordance with movements in a particular,
pre-specified, published interest rate index.

The amount of interest on an ARM is calculated by adding a specified amount,
the "margin," to the index, subject to limitations on the maximum and minimum
interest that can be charged to the mortgagor during the life of the mortgage or
to maximum and minimum changes to that interest rate during a given period.
Because the interest rate on ARMs generally moves in the same direction as
market interest rates, the market value of ARMs tends to be more stable than
that of long-term fixed rate securities.

There are two main categories of indices which serve as benchmarks for
periodic adjustments to coupon rates on ARMs; those based on U.S. Treasury
securities and those derived from a calculated measure such as a cost of funds
index or a moving average of mortgage rates. Commonly utilized indices include
the one-year and five-year constant maturity Treasury Note rates, the
three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on
longer-term Treasury securities, the 11th District

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Federal Home Loan Bank Cost of Funds, the National Median Cost of Funds, the
one-month or three-month London Interbank Offered Rate (LIBOR), the prime rate
of a specific bank, or commercial paper rates. Some indices, such as the
one-year constant maturity Treasury Note rate, closely mirror changes in market
interest rate levels. Others, such as the 11th District Home Loan Bank Cost of
Funds index (often related to ARMs issued by FNMA), tend to lag changes in
market rate levels and tend to be somewhat less volatile.

Collateralized Mortgage Obligations. Certain issuers of mortgage-backed
obligations (CMOs), including certain CMOs that have elected to be treated as
Real Estate Mortgage Investment Conduits (REMICs), are not considered investment
companies pursuant to a rule recently adopted by the Securities and Exchange
Commission (SEC), and the Short-Intermediate Term Series may invest in the
securities of such issuers without the limitations imposed by the Investment
Company Act of 1940, as amended (the Investment Company Act) on investments by
the Short-Intermediate Term Series in other investment companies. In addition,
in reliance on an earlier SEC interpretation, the Short-Intermediate Term
Series' investments in certain other qualifying CMOs, which cannot or do not
rely on the rule, are also not subject to the limitation of the Investment
Company Act on acquiring interests in other investment companies. In order to be
able to rely on the SEC's interpretation, these CMOs must be unmanaged, fixed
asset issuers, that (a) invest primarily in mortgage-backed securities, (b) do
not issue redeemable securities, (c) operate under general exemptive orders
exempting them from all provisions of the Investment Company Act and (d) are not
registered or regulated under the Investment Company Act as investment
companies.

Other Investments. Obligations issued or guaranteed as to principal and
interest by the United States Government may be acquired by the
Short-Intermediate Term Series in the form of custodial receipts that evidence
ownership of future interest payments, principal payments or both on certain
United States Treasury notes or bonds. Such notes and bonds are held in custody
by a bank on behalf of the owners. These custodial receipts are known by various
names, including "Treasury Receipts," "Treasury Investment Growth Receipts"
(TIGRs) and "Certificates of Accrual on Treasury Securities" (CATS). The
Short-Intermediate Term Series will not invest more than 5% of its assets in
such custodial receipts.

Options Transactions and Related Risks

The Short-Intermediate Term Series may purchase put and call options and
sell covered put and call options which are traded on national securities
exchanges and may also engage in over-the-counter options transactions with
recognized United States securities dealers (OTC Options).

Options on Securities. The purchaser of a call option has the right, for a
specified period of time, to purchase the securities subject to the option at a
specified price (the "exercise price" or "strike price"). By writing a call
option, the Short-Intermediate Term Series becomes obligated during the term of
the option, upon exercise of the option, to deliver the underlying securities or
a specified amount of cash to the purchaser against receipt of the exercise
price. When the Short-Intermediate Term Series writes a call option, the
Short-Intermediate Term Series loses the potential for gain on the underlying
securities in excess of the exercise price of the option during the period that
the option is open.

The purchaser of a put option has the right, for a specified period of time,
to sell the securities subject to the option to the writer of the put at the
specified exercise price. By writing a put option, the Short-Intermediate Term
Series becomes obligated during the term of the option, upon exercise of the
option, to purchase the securities underlying the option at the exercise price.
The Short-Intermediate Term Series might, therefore, be obligated to purchase
the underlying securities for more than their current market price.

The writer of an option retains the amount of any premium paid for the
writing of the option. The Series' maximum gain with respect to an option
written is the premium. In the case of a covered call option that is not
exercised, the amount of any premium may be offset or exceeded by a decline in
the value of the securities underlying the call option that the Series must
retain in order to maintain the "cover" on such option and, with respect to put
options written, the amount of any premium may be offset or exceeded by the
difference between the then current market price of the underlying security and
the strike price of the put option (the price at which the Series must purchase
the underlying security).

The Short-Intermediate Term Series may wish to protect certain portfolio
securities against a decline in market value at a time when put options on those
particular securities are not available for purchase. The Short-Intermediate
Term Series may therefore purchase a put option on other carefully selected
securities, the values of which the investment adviser expects will have a high
degree of positive correlation to the values of such portfolio securities. If
the investment adviser's judgment is correct, changes in the value of the put
options should generally offset changes in the value of the portfolio securities
being hedged. If the investment adviser's judgment is not correct, the value of
the securities underlying the put option may decrease less than the value of the
Short-Intermediate Term Series' investments and therefore the put option may not
provide complete protection against a decline in the value of the
Short-Intermediate Term Series' investments below the level sought to be
protected by the put option.

The Short-Intermediate Term Series may similarly wish to hedge against
appreciation in the value of debt securities that it intends to acquire at a
time when call options on such securities are not available. The
Short-Intermediate Term Series may,

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<PAGE>

therefore, purchase call options on other carefully selected debt securities the
values of which the investment adviser expects will have a high degree of
positive correlation to the values of the debt securities that the
Short-Intermediate Term Series intends to acquire. In such circumstances the
Short-Intermediate Term Series will be subject to risks analogous to those
summarized above in the event that the correlation between the value of call
options so purchased and the value of the securities intended to be acquired by
the Short-Intermediate Term Series is not as close as anticipated and the value
of the securities underlying the call options increases less than the value of
the securities to be acquired by the Short-Intermediate Term Series.

The Short-Intermediate Term Series may write options on securities in
connection with buy-and-write transactions; that is, the Short-Intermediate Term
Series may purchase a security and concurrently write a call option against that
security.

The exercise price of a call option may be below ("in-the-money"), equal to
("at-the-money") or above ("out-of-the-money") the current value of the
underlying security at the time the option is written. Buy-and-write
transactions using in-the-money call options may be used when it is expected
that the price of the underlying security will remain flat or decline moderately
during the option period. Buy-and-write transactions using at-the-money call
options may be used when it is expected that the price of the underlying
security will remain fixed or advance moderately during the option period. A
buy-and-write transaction using an out-of-the-money call option may be used when
it is expected that the premium received from writing the call option plus the
appreciation in the market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the underlying
security alone. If the call option is exercised in such a transaction, the
Short-Intermediate Term Series' maximum gain will be the premium received by it
for writing the option, adjusted upwards or downwards by the difference between
the Short-Intermediate Term Series' purchase price of the security and the
exercise price of the option. If the option is not exercised and the price of
the underlying security declines, the amount of the decline will be offset in
part, or entirely, by the premium received.

Prior to being notified of exercise of the option, the writer of an
exchange-traded option that wishes to terminate its obligation may effect a
"closing purchase transaction" by buying an option of the same series as the
option previously written. (Options of the same series are options with respect
to the same underlying security, having the same expiration date and the same
strike price.) The effect of the purchase is that the writer's position will be
cancelled by the exchange's affiliated clearing organization. Likewise, an
investor who is the holder of an exchange-traded option may liquidate a position
by effecting a "closing sale transaction" by selling an option of the same
series as the option previously purchased. There is no guarantee that either a
closing purchase or a closing sale transaction can be effected.

Exchange-traded options are issued by a clearing organization affiliated
with the exchange on which the option is listed which, in effect, gives its
guarantee to every exchange-traded option transaction. In contrast, OTC options
are contracts between the Short-Intermediate Term Series and its contra-party
with no clearing organization guarantee. Thus, when the Short-Intermediate Term
Series purchases an OTC option, it relies on the dealer from which it has
purchased the OTC option to make or take delivery of the securities underlying
the option. Failure by the dealer to do so would result in the loss of the
premium paid by the Short-Intermediate Term Series as well as the loss of the
expected benefit of the transaction. The Board of Trustees of the Trust will
approve a list of dealers with which the Short-Intermediate Term Series may
engage in OTC options.

When the Short-Intermediate Term Series writes an OTC option, it generally
will be able to close out the OTC options prior to its expiration only by
entering into a closing purchase transaction with the dealer to which the
Short-Intermediate Term Series originally wrote the OTC option. While the
Short-Intermediate Term Series will enter into OTC options only with dealers
which agree to, and which are expected to be capable of, entering into closing
transactions with the Short-Intermediate Term Series, there can be no assurance
that the Short-Intermediate Term Series will be able to liquidate an OTC option
at a favorable price at any time prior to expiration. Until the
Short-Intermediate Term Series is able to effect a closing purchase transaction
in a covered OTC call option the Short-Intermediate Term Series has written, it
will not be able to liquidate securities used as cover until the option expires
or is exercised or different cover is substituted. In the event of insolvency of
the contra-party, the Short-Intermediate Term Series may be unable to liquidate
an OTC option.

OTC options purchased by the Short-Intermediate Term Series will be treated
as illiquid securities subject to any applicable limitation on such securities.
Similarly, the assets used to "cover" OTC options written by the
Short-Intermediate Term Series will be treated as illiquid unless the OTC
options are sold to qualified dealers who agree that the Short-Intermediate Term
Series may repurchase any OTC options it writes for a maximum price to be
calculated by a formula set forth in the option agreement. The "cover" for an
OTC option written subject to this procedure would be considered illiquid only
to the extent that the maximum repurchase price under the formula exceeds the
intrinsic value of the option.

The Short-Intermediate Term Series may write only "covered" options. This
means that so long as the Short-Intermediate Term Series is obligated as the
writer of a call option, it will own the underlying securities subject to the
option or an option to purchase the same underlying securities, having an
exercise price equal to or less than the exercise price of the "covered" option,
or will establish and maintain with the Trust's Custodian for the term of the
option a segregated account consisting of cash, U.S. Government securities or
other liquid high-grade debt obligations having a value equal to or greater than
the exercise price of the

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option. In the case of a straddle written by the Short-Intermediate Term Series,
the amount maintained in the segregated account will equal the amount, if any,
by which the put is "in-the-money."

Options on Securities Indices. The Short-Intermediate Term Series also may
purchase and write put and call options on securities indices in an attempt to
hedge against market conditions affecting the value of securities that the
Short-Intermediate Term Series owns or intends to purchase, and not for
speculation. Through the writing or purchase of index options, the
Short-Intermediate Term Series can achieve many of the same objectives as
through the use of options on individual securities. Options on securities
indices are similar to options on a security except that, rather than the right
to take or make delivery of a security at a specified price, an option on a
securities index gives the holder the right to receive, upon exercise of the
option, an amount of cash if the closing level of the securities index upon
which the option is based is greater than, in the case of a call, or less than,
in the case of a put, the exercise price of the option. This amount of cash is
equal to such difference between the closing price of the index and the exercise
price of the option. The writer of the option is obligated, in return for the
premium received, to make delivery of this amount. Unlike security options, all
settlements are in cash and gain or loss depends upon price movements in the
market generally (or in a particular industry or segment of the market), rather
than upon price movements in individual securities. Price movements in
securities that the Short-Intermediate Term Series owns or intends to purchase
will probably not correlate perfectly with movements in the level of an index
and, therefore, the Short-Intermediate Term Series bears the risk that a loss on
an index option would not be completely offset by movements in the price of such
securities.

When the Short-Intermediate Term Series writes an option on a securities
index, it will be required to deposit with the Trust's Custodian, and
mark-to-market, eligible securities equal in value to 100% of the exercise price
in the case of a put, or the contract value in the case of a call. In addition,
where the Short-Intermediate Term Series writes a call option on a securities
index at a time when the contract value exceeds the exercise price, the
Short-Intermediate Term Series will segregate and mark-to-market, until the
option expires or is closed out, cash or cash equivalents equal in value to such
excess.

Options on a securities index involve risks similar to those risks relating
to transactions in financial futures contracts described below. Also, an option
purchased by the Short-Intermediate Term Series may expire worthless, in which
case the Short-Intermediate Term Series would lose the premium paid therefor.

Options On GNMA Certificates. Options on GNMA Certificates are not currently
traded on any Exchange. However, the Short-Intermediate Term Series may purchase
and write such options should they commence trading on any Exchange and may
purchase or write OTC Options on GNMA Certificates.

Since the remaining principal balance of GNMA Certificates declines each
month as a result of mortgage payments, the Short-Intermediate Term Series as a
writer of a covered GNMA call holding GNMA Certificates as "cover" to satisfy
its delivery obligation in the event of assignment of an exercise notice, may
find that its GNMA Certificates no longer have a sufficient remaining principal
balance for this purpose. Should this occur, the Short-Intermediate Term Series
will enter into a closing purchase transaction or will purchase additional GNMA
Certificates from the same pool (if obtainable) or replacement GNMA Certificates
in the cash market in order to remain covered.

A GNMA Certificate held by the Short-Intermediate Term Series to cover an
option position in any but the nearest expiration month may cease to represent
cover for the option in the event of a decline in the GNMA coupon rate at which
new pools are originated under the FHA/VA loan ceiling in effect at any given
time. Should this occur, the Short-Intermediate Term Series will no longer be
covered, and the Short-Intermediate Term Series will either enter into a closing
purchase transaction or replace the GNMA Certificate with a GNMA Certificate
which represents cover. When the Short-Intermediate Term Series closes its
position or replaces the GNMA Certificate, it may realize an unanticipated loss
and incur transaction costs.

Risks of Options Transactions. An exchange-traded option position may be
closed out only on an Exchange which provides a secondary market for an option
of the same series. Although the Short-Intermediate Term Series will generally
purchase or write only those options for which there appears to be an active
secondary market, there is no assurance that a liquid secondary market on an
Exchange will exist for any particular option at any particular time, and for
some exchange-traded options, no secondary market on an Exchange may exist. In
such event, it might not be possible to effect closing transactions in
particular options, with the result that the Short-Intermediate Term Series
would have to exercise its exchange-traded options in order to realize any
profit and may incur transaction costs in connection therewith. If the
Short-Intermediate Term Series as a covered call option writer is unable to
effect a closing purchase transaction in a secondary market, it will not be able
to sell the underlying security until the option expires or it delivers the
underlying security upon exercise.

Reasons for the absence of a liquid secondary market on an Exchange include
the following: (a) insufficient trading interest in certain options; (b)
restrictions on transactions imposed by an Exchange; (c) trading halts,
suspensions or other restrictions imposed with respect to particular classes or
series of options or underlying securities; (d) interruption of the normal
operations on an Exchange; (e) inadequacy of the facilities of an Exchange or
The Options Clearing Corporation (the OCC) to handle current trading volume; or
(f) a decision by one or more Exchanges to discontinue the trading of options
(or a particular class or series of

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options), in which event the secondary market on that Exchange (or in that class
or series of options) would cease to exist, although outstanding options on that
Exchange that had been issued by the OCC as a result of trades on that Exchange
would generally continue to be exercisable in accordance with their terms.

In the event of the bankruptcy of a broker through which the
Short-Intermediate Term Series engages in options transactions, the
Short-Intermediate Term Series could experience delays and/or losses in
liquidating open positions purchased or sold through the broker and/or incur a
loss of all or part of its margin deposits with the broker. Similarly, in the
event of the bankruptcy of the writer of an OTC option purchased by the
Short-Intermediate Term Series, the Short-Intermediate Term Series could
experience a loss of all or part of the value of the option. Transactions are
entered into by the Short-Intermediate Term Series only with brokers or
financial institutions deemed creditworthy by the investment adviser.

The hours of trading for options may not conform to the hours during which
the underlying securities are traded. To the extent that the option markets
close before the markets for the underlying securities, significant price and
rate movements can take place in the underlying markets that cannot be reflected
in the option markets.

Futures Contracts. As a purchaser of a futures contract (futures contract),
the Short-Intermediate Term Series incurs an obligation to take delivery of a
specified amount of the obligation underlying the futures contract at a
specified time in the future for a specified price. As a seller of a futures
contract, the Short-Intermediate Term Series incurs an obligation to deliver the
specified amount of the underlying obligation at a specified time in return for
an agreed upon price. The Short-Intermediate Term Series may purchase futures
contracts on debt securities, aggregates of debt securities, financial indices
and U.S. Government securities including futures contracts or options linked to
the London Interbank Offered Rate (LIBOR).

The Short-Intermediate Term Series will purchase or sell futures contracts
for the purpose of hedging its portfolio (or anticipated portfolio) securities
against changes in prevailing interest rates. If the investment adviser
anticipates that interest rates may rise and, concomitantly, the price of the
Short-Intermediate Term Series' portfolio securities may fall, the
Short-Intermediate Term Series may sell a futures contract. If declining
interest rates are anticipated, the Short-Intermediate Term Series may purchase
a futures contract to protect against a potential increase in the price of
securities the Short-Intermediate Term Series intends to purchase. Subsequently,
appropriate securities may be purchased by the Short-Intermediate Term Series in
an orderly fashion; as securities are purchased, corresponding futures positions
would be terminated by offsetting sales of contracts. In addition, futures
contracts will be bought or sold in order to close out a short or long position
in a corresponding futures contract.

Although most futures contracts call for actual delivery or acceptance of
securities, the contracts usually are closed out before the settlement date
without the making or taking of delivery. A futures contract sale is closed out
by effecting a futures contract purchase for the same aggregate amount of the
specific type of security and the same delivery date. If the sale price exceeds
the offsetting purchase price, the seller would be paid the difference and would
realize a gain. If the offsetting purchase price exceeds the sale price, the
seller would pay the difference and would realize a loss. Similarly, a futures
contract purchase is closed out by effecting a futures contract sale for the
same aggregate amount of the specific type of security and the same delivery
date. If the offsetting sale price exceeds the purchase price, the purchaser
would realize a gain, whereas if the purchase price exceeds the offsetting sale
price, the purchaser would realize a loss. There is no assurance that the
Short-Intermediate Term Series will be able to enter into a closing transaction.

When the Short-Intermediate Term Series enters into a futures contract it is
initially required to deposit with the Trust's Custodian, in a segregated
account in the name of the broker performing the transaction, an "initial
margin" of cash or U.S. Government securities equal to approximately 2-3% of the
contract amount. Initial margin requirements are established by the Exchanges on
which futures contracts trade and may, from time to time, change. In addition,
brokers may establish margin deposit requirements in excess of those required by
the Exchanges.

Initial margin in futures transactions is different from margin in
securities transactions in that initial margin does not involve the borrowing of
funds by a broker's client but is, rather, a good faith deposit on a futures
contract which will be returned to the Short-Intermediate Term Series upon the
proper termination of the futures contract. The margin deposits made are
marked-to-market daily and the Short-Intermediate Term Series may be required to
make subsequent deposits into the segregated account, maintained at the Trust's
Custodian for that purpose, of cash or U.S. Government securities, called
"variation margin", in the name of the broker, which are reflective of price
fluctuations in the futures contract.

Options on Futures Contracts. The Short-Intermediate Term Series may
purchase and sell call and put options on futures contracts which are traded on
an Exchange and enter into closing transactions with respect to such options to
terminate an existing position. An option on a futures contract gives the
purchaser the right (in return for the premium paid), and the writer the
obligation, to assume a position in a futures contract (a long position if the
option is a call and a short position if the option is a put) at a specified
exercise price at any time during the term of the option. Upon exercise of the
option, the assumption of an offsetting futures position by the writer and
holder of the option will be accompanied by delivery of the accumulated cash
balance in the

B-12
<PAGE>

writer's futures margin account which represents the amount by which the market
price of the futures contract at exercise exceeds, in the case of a call, or is
less than, in the case of a put, the exercise price of the option on the futures
contract.

The Short-Intermediate Term Series may only write "covered" put and call
options on futures contracts. The Short-Intermediate Term Series will be
considered "covered" with respect to a call option it writes on a futures
contract if the Short-Intermediate Term Series owns the assets which are
deliverable under the futures contract or an option to purchase that futures
contract having a strike price equal to or less than the strike price of the
"covered" option and having an expiration date not earlier than the expiration
date of the "covered" option, or if it segregates and maintains with the
Custodian for the term of the option cash, U.S. Government securities or other
liquid high-grade debt obligations equal to the fluctuating value of the
optioned future. The Short-Intermediate Term Series will be considered "covered"
with respect to a put option it writes on a futures contract if it owns an
option to sell that futures contract having a strike price equal to or greater
than the strike price of the "covered" option, or if it segregates and maintains
with the Custodian for the term of the option cash, U.S. Government securities
or liquid high-grade debt obligations at all times equal in value to the
exercise price of the put (less any initial margin deposited by the
Short-Intermediate Term Series with the Trust's Custodian with respect to such
option). There is no limitation on the amount of the Short-Intermediate Term
Series' assets which can be placed in the segregated account.

The Short-Intermediate Term Series may purchase options on futures contracts
for identical purposes to those set forth above for the purchase of a futures
contract (purchase of a call option or sale of a put option) and the sale of a
futures contract (purchase of a put option or sale of a call option), or to
close out a long or short position in futures contracts. If, for example, the
investment adviser wished to protect against an increase in interest rates and
the resulting negative impact on the value of a portion of its U.S. Government
securities portfolio, it might purchase a put option on an interest rate futures
contract, the underlying security of which correlates with the portion of the
portfolio the investment adviser seeks to hedge.

Risks of Transactions in Futures Contracts and Related Options. The
Short-Intermediate Term Series may sell a futures contract to protect against
the decline in the value of securities held by the Short-Intermediate Term
Series. However, it is possible that the futures market may advance and the
value of securities held in the Short-Intermediate Term Series' portfolio may
decline. If this were to occur, the Short-Intermediate Term Series would lose
money on the futures contracts and also experience a decline in value in its
portfolio securities.

If the Short-Intermediate Term Series purchases a futures contract to hedge
against the increase in value of securities it intends to buy, and the value of
such securities decreases, then the Short-Intermediate Term Series may determine
not to invest in the securities as planned and will realize a loss on the
futures contract that is not offset by a reduction in the price of the
securities.

In order to assure that the Short-Intermediate Term Series is entering into
transactions in futures contracts for hedging purposes as such term is defined
by the Commodities Futures Trading Commission, either: (1) a substantial
majority (i.e., approximately 75%) of all anticipatory hedge transactions
(transactions in which the Short-Intermediate Term Series does not own at the
time of the transaction, but expects to acquire, the securities underlying the
relevant futures contract) involving the purchase of futures contracts will be
completed by the purchase of securities which are the subject of the hedge, or
(2) the underlying value of all long positions in futures contracts will not
exceed the total value of (a) all short-term debt obligations held by the
Short-Intermediate Term Series; (b) cash held by the Short-Intermediate Term
Series; (c) cash proceeds due to the Short-Intermediate Term Series on
investments within thirty days; (d) the margin deposited on the contracts; and
(e) any unrealized appreciation in the value of the contracts.

If the Short-Intermediate Term Series maintains a short position in a
futures contract, it will cover this position by holding, in a segregated
account maintained at the Custodian, cash, U.S. Government securities or other
liquid high-grade debt obligations equal in value (when added to any initial or
variation margin on deposit) to the market value of the securities underlying
the futures contract. Such a position may also be covered by owning the
securities underlying the futures contract, or by holding a call option
permitting the Short-Intermediate Term Series to purchase the same contract at a
price no higher than the price at which the short position was established.

In addition, if the Short-Intermediate Term Series holds a long position in
a futures contract, it will hold cash, U.S. Government securities or other
liquid high-grade debt obligations equal to the purchase price of the contract
(less the amount of initial or variation margin on deposit) in a segregated
account maintained for the Short-Intermediate Term Series by the Trust's
Custodian. Alternatively, the Short-Intermediate Term Series could cover its
long position by purchasing a put option on the same futures contract with an
exercise price as high or higher than the price of the contract held by the
Short-Intermediate Term Series.

Exchanges limit the amount by which the price of a futures contract may move
on any day. If the price moves equal the daily limit on successive days, then it
may prove impossible to liquidate a futures position until the daily limit moves
have ceased. In the event of adverse price movements, the Short-Intermediate
Term Series would continue to be required to make daily cash payments of
variation margin on open futures positions. In such situations, if the
Short-Intermediate Term Series has insufficient cash, it may be disadvantageous
to do so. In addition, the Short-Intermediate Term Series may be required to
take or make

B-13
<PAGE>

delivery of the instruments underlying futures contracts it holds at a time when
it is disadvantageous to do so. The ability to close out options and futures
positions could also have an adverse impact on the Short-Intermediate Term
Series' ability to effectively hedge its portfolio.

In the event of the bankruptcy of a broker through which the
Short-Intermediate Term Series engages in transactions in futures or options
thereon, the Short-Intermediate Term Series could experience delays and/or
losses in liquidating open positions purchased or sold through the broker and/or
incur a loss of all or part of its margin deposits with the broker. Transactions
are entered into by the Short-Intermediate Term Series only with brokers or
financial institutions deemed creditworthy by the investment adviser.

There are risks inherent in the use of futures contracts and options
transactions for the purpose of hedging the Short-Intermediate Term Series'
portfolio securities. One such risk which may arise in employing futures
contracts to protect against the price volatility of portfolio securities is
that the prices of securities subject to futures contracts (and thereby the
futures contract prices) may correlate imperfectly with the behavior of the cash
prices of the Short-Intermediate Term Series' portfolio securities. Another such
risk is that prices of futures contracts may not move in tandem with the changes
in prevailing interest rates against which the Short-Intermediate Term Series
seeks a hedge. A correlation may also be distorted by the fact that the futures
market is dominated by short-term traders seeking to profit from the difference
between a contract or security price objective and their cost of borrowed funds.
Such distortions are generally minor and would diminish as the contract
approached maturity.

There may exist an imperfect correlation between the price movements of
futures contracts purchased by the Short-Intermediate Term Series and the
movements in the prices of the securities which are the subject of the hedge. If
participants in the futures market elect to close out their contracts through
offsetting transactions rather than meet margin deposit requirements,
distortions in the normal relationships between the debt securities and futures
market could result. Price distortions could also result if investors in futures
contracts elect to make or take delivery of underlying securities rather than
engage in closing transactions due to the resultant reduction in the liquidity
of the futures market. In addition, due to the fact that, from the point of view
of speculators, the deposit requirements in the futures markets are less onerous
than margin requirements in the cash market, increased participation by
speculators in the futures markets could cause temporary price distortions. Due
to the possibility of price distortions in the futures market and because of the
imperfect correlation between movements in the prices of securities and
movements in the prices of futures contracts, a correct forecast of interest
rate trends by the investment adviser may still not result in a successful
hedging transaction.

Compared to the purchase or sale of futures contracts, the purchase and sale
of call or put options on futures contracts involves less potential risk to the
Short-Intermediate Term Series because the maximum amount at risk is the premium
paid for the options (plus transaction costs). However, there may be
circumstances when the purchase of a call or put option on a futures contract
would result in a loss to the Short-Intermediate Term Series notwithstanding
that the purchase or sale of a futures contract would not result in a loss, as
in the instance where there is no movement in the prices of the futures
contracts or underlying U.S. Government securities.

Securities Lending

Consistent with applicable regulatory requirements, the Short-Intermediate
Term Series may lend its portfolio securities to brokers, dealers and other
financial institutions, provided that such loans are callable at any time by the
Short-Intermediate Term Series and are at all times secured by cash or cash
equivalents, which are maintained in a segregated account pursuant to applicable
regulations that are equal to at least the market value, determined daily, of
the loaned securities. The advantage of such loans is that the
Short-Intermediate Term Series continues to receive the income on the loaned
securities while at the same time earning interest on the cash amounts deposited
as collateral, which will be invested in short-term obligations.

A loan may be terminated by the borrower on one business day's notice, or by
the Short-Intermediate Term Series on two business days' notice. If the borrower
fails to deliver the loaned securities within two days after receipt of notice,
the Short-Intermediate Term Series could use the collateral to replace the
securities while holding the borrower liable for any excess of replacement cost
over collateral. As with any extensions of credit, there are risks of delay in
recovery and in some cases even loss of rights in the collateral should the
borrower of the securities fail financially. However,these loans of portfolio
securities will only be made to firms deemed by the Short-Intermediate Term
Series' investment adviser to be creditworthy and when the income which can be
earned from such loans justifies the attendant risks. Upon termination of the
loan, the borrower is required to return the securities to the
Short-Intermediate Term Series. Any gain or loss in the market price during the
loan period would inure to the Short-Intermediate Term Series. The
creditworthiness of firms to which the Short-Intermediate Term Series lends its
portfolio securities will be monitored on an ongoing basis by the investment
adviser pursuant to procedures adopted and reviewed, on an ongoing basis, by the
Board of Trustees of the Trust.

When voting or consent rights which accompany loaned securities pass to the
borrower, the Short-Intermediate Term Series will follow the policy of calling
the loaned securities, to be delivered within one day after notice, to permit
the exercise of such

B-14
<PAGE>

rights if the matters involved would have a material effect on the
Short-Intermediate Term Series' investment in such loaned securities. The
Short-Intermediate Term Series may pay reasonable finders', administrative and
custodial fees in connection with a loan of its securities.

Interest Rate Swap Transactions

The Short-Intermediate Term Series may enter into either asset-based
interest rate swaps or liability-based interest rate swaps, depending on whether
it is hedging its assets or its liabilities. The Short-Intermediate Term Series
will usually enter into interest rate swaps on a net basis, i.e., the two
payment streams are netted out, with the Short-Intermediate Term Series
receiving or paying, as the case may be, only the net amount of the two
payments. Inasmuch as these hedging transactions are entered into for good faith
hedging purposes, the investment adviser and the Short-Intermediate Term Series
believe such obligations do not constitute senior securities and, accordingly,
will not treat them as being subject to its borrowing restrictions. The net
amount of the excess, if any, of the Short-Intermediate Term Series' obligations
over its entitlements with respect to each interest rate swap will be accrued on
a daily basis and an amount of cash, U.S. Government securities or other liquid
high-grade debt securities having an aggregate net asset value at least equal to
the accrued excess will be maintained in a segregated account by the Trust's
Custodian. To the extent that the Short-Intermediate Term Series enters into
interest rate swaps on other than a net basis, the amount maintained in the
segregated account will be the full amount of the Short-Intermediate Term
Series' obligations, if any, with respect to such interest rate swaps, accrued
on a daily basis. If there is a default by the other party to such a
transaction, the Short-Intermediate Term Series will have contractual remedies
pursuant to the agreement related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, the swap market has become relatively liquid.

The use of interest rate swaps is highly speculative activity which involves
investment techniques and risks different from those associated with ordinary
portfolio securities transactions. If the investment adviser is incorrect in its
forecast of market values, interest rates and other applicable factors, the
investment performance of the Short-Intermediate Term Series would diminish
compared to what it would have been if this investment technique was never used.

The Short-Intermediate Term Series may only enter into interest rate swaps
to hedge its portfolio. Interest rate swaps do not involve the delivery of
securities or other underlying assets or principal. Accordingly, the risk of
loss with respect to interest rate swaps is limited to the net amount of
interest payments that the Short-Intermediate Term Series is contractually
obligated to make. If the other party to an interest rate swap defaults, the
Short-Intermediate Term Series' risk of loss consists of the net amount of
interest payments, if any, that the Short-Intermediate Term Series is
contractually entitled to receive. Since interest rate swaps are individually
negotiated, the Short-Intermediate Term Series expects to achieve an acceptable
degree of correlation between its rights to receive interest on its portfolio
securities and its rights and obligations to receive and pay interest pursuant
to interest rate swaps. The Short-Intermediate Term Series will enter into
interest rate swaps only with parties meeting creditworthiness standards
approved by the Trust's Board of Trustees. The investment adviser will monitor
the creditworthiness of such parties under the supervision of the Trust's Board
of Trustees.

PORTFOLIO TURNOVER

The Money Market Series and the U.S. Treasury Money Market Series intend
normally to hold their portfolio securities to maturity. The Money Market Series
and the U.S. Treasury Money Market Series do not normally expect to trade
portfolio securities although they may do so to take advantage of short-term
market movements. The Money Market Series and the U.S. Treasury Money Market
Series will make purchases and sales of portfolio securities with a government
securities dealer on a net price basis; brokerage commissions are not normally
charged on the purchase or sale of U.S. Treasury Securities. See "Portfolio
Transactions and Brokerage."

Although the Short-Intermediate Term Series has no fixed policy with respect
to portfolio turnover, it may sell portfolio securities without regard to the
length of time that they have been held in order to take advantage of new
investment opportunities or yield differentials, or because the
Short-Intermediate Term Series desires to preserve gains or limit losses due to
changing economic conditions. Accordingly, it is possible that the portfolio
turnover rate of the Short-Intermediate Term Series may reach, or even exceed,
250%. The portfolio turnover rate is computed by dividing the lesser of the
amount of the securities purchased or securities sold (excluding all securities
whose maturities at acquisition were one year or less) by the average monthly
value of such securities owned during the year. A 100% turnover rate would
occur, for example, if all of the securities held in the portfolio of the
Short-Intermediate Term Series were sold and replaced within one year. However,
when portfolio changes are deemed appropriate due to market or other conditions,
such turnover rate may be greater than anticipated. A higher rate of turnover
results in increased transaction costs to the Short-Intermediate Term Series.
The portfolio turnover rate for the Short-Intermediate Term Series for the
fiscal years ended November 30, 1994 and 1995 was 431% and 217%, respectively.

B-15
<PAGE>

INVESTMENT RESTRICTIONS

The Trust's fundamental policies as they affect a particular Series cannot
be changed without the approval of the outstanding shares of such Series by a
vote which is the lesser of (i) 67% or more of the voting securities of such
Series represented at a meeting at which more than 50% of the outstanding voting
securities of such Series are present in person or represented by proxy or (ii)
more than 50% of the outstanding voting securities of such Series. With respect
to the submission of a change in fundamental policy or investment objective to a
particular Series, such matters shall be deemed to have been effectively acted
upon with respect to all Series of the Trust if a majority of the outstanding
voting securities of the particular Series votes for the approval of such
matters as provided above, notwithstanding (1) that such matter has not been
approved by a majority of the outstanding voting securities of any other Series
affected by such matter and (2) that such matter has not been approved by a
majority of the outstanding voting securities of the Trust.

Money Market Series

The following investment restrictions are fundamental policies of the Trust
with respect to the Money Market Series of the Trust and may not be changed
except as described above.

The Trust may not:

1. Borrow money, except from banks for temporary or emergency purposes,
including the meeting of redemption requests which might otherwise require the
untimely disposition of securities; borrowing in the aggregate may not exceed
20%, and borrowing for purposes other than meeting redemptions may not exceed
5%, of the value of the Trust's total assets (including the amount borrowed),
less liabilities (not including the amount borrowed) at the time the borrowing
is made; investment securities will not be purchased while borrowings are
outstanding.

2. Pledge, hypothecate, mortgage or otherwise encumber its assets, except
in an amount up to 10% of the value of its net assets but only to secure
permitted borrowings of money.

3. Make loans to others, except through the purchase of the debt
obligations and the repurchase agreements covering government securities and the
lending of portfolio securities (limited to thirty percent of the Series' total
assets).

4. Purchase or sell real estate or real estate mortgage loans.

5. Purchase securities on margin or sell short.

6. Purchase or sell commodities or commodity futures contracts, or oil,
gas, or mineral exploration or development programs.

7. Underwrite securities of other issuers.

8. Purchase the securities of any other investment company, except in
connection with a merger, consolidation, reorganization or acquisition of
assets.

9. Issue senior securities as defined in the Investment Company Act except
insofar as the Trust may be deemed to have issued a senior security by reason
of: (a) entering into any repurchase agreement; (b) permitted borrowings of
money; or (c) purchasing securities on a when-issued or delayed delivery basis.

10. Purchase securities on a when-issued basis if, as a result, more than
15% of the Trust's net assets would be committed.

Short-Intermediate Term Series

The following investment restrictions are fundamental policies of the Trust
with respect to the Short-Intermediate Term Series of the Trust and may not be
changed except as described above.

The Trust may not:

1. Issue senior securities, borrow money or pledge its assets, except that
the Series may borrow from banks or through dollar rolls or reverse repurchase
agreements up to 33-1/3% of the value of its total assets (calculated when the
loan is made) for temporary, extraordinary or emergency purposes, to take
advantage of investment opportunities or for the clearance of transactions and
may pledge up to 33-1/3% of the value of its total assets to secure such
borrowings. For purposes

B-16
<PAGE>

of this restriction, the purchase or sale of securities on a "when-issued" or
delayed delivery basis, collateral arrangements with respect to interest rate
swap transactions reverse repurchase agreements or dollar rolls or the purchase
and sale of futures contracts are not deemed to be a pledge of assets and
neither such arrangements nor the purchase or sale of futures contracts nor the
purchase and sale of related options, nor obligations of the Series to the
Trustees of the Trust pursuant to deferred compensation arrangements are deemed
to be the issuance of a senior security.

2. Make loans to others, except through the purchase of the debt obligations
and the repurchase agreements covering government securities and the lending of
portfolio securities (limited to thirty percent of the Series' total assets).

3. Purchase or sell real estate or real estate mortgage loans, except that
the Series may purchase and sell mortgaged-backed securities, securities
collateralized by mortgages, securities which are secured by real estate,
securities of companies which invest or deal in real estate and publicly traded
securities of real estate investment trusts. The Series may not purchase
interests in real estate limited partnerships which are not readily marketable.

4. Purchase securities on margin (but the Series may obtain such short-term
credits as may be necessary for the clearance of transactions); provided that
the deposit or payment by the Series of initial or variation margin in
connection with options or futures contracts is not considered the purchase of a
security on margin.

5. Make short sales of securities, or maintain a short position if, when
added together, more than 25% of the value of the Series' net assets would be
(i) deposited as collateral for the obligation to replace securities borrowed to
effect short sales and (ii) allocated to segregated accounts in connection with
short sales. Short sales "against-the-box" are not subject to this limitation.

6. Purchase or sell commodities or commodity futures contracts, or oil, gas,
or mineral exploration or development programs, except that the Fund may
purchase and sell financial futures contracts and options thereon.

7. Purchase the securities of any other investment company, except in
connection with a merger, consolidation, reorganization or acquisition of
assets.

8. Purchase securities on a when-issued basis if, as a result, more than 15%
of the Series' net assets would be committed.

U.S. Treasury Money Market Series

In connection with its investment objective and policies as set forth in the
Prospectus, the U.S. Treasury Money Market Series has adopted the following
investment restrictions.

The U.S. Treasury Money Market Series may not:

1. Invest in any securities other than U.S. Treasury obligations.

2. Purchase securities on margin (but the Series may obtain such short-term
credits as may be necessary for the clearance of transactions).

3. Make short sales of securities or maintain a short position.

4. Issue senior securities, borrow money or pledge its assets, except that
the Series may borrow up to 20% of the value of its total assets (calculated
when the loan is made) from banks and from entities other than banks if so
permitted pursuant to an order of the Securities and Exchange Commission for
temporary, extraordinary or emergency purposes. The Series may pledge up to 20%
of the value of its total assets to secure such borrowings.

5. Buy or sell real estate or interests in real estate.

6. Act as underwriter except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed to be an underwriter under
certain federal laws.

7. Make investments for the purpose of exercising control or management.

8. Invest in interests in oil, gas or other mineral exploration or
development programs.

9. Buy or sell commodities or commodity contracts (including futures
contracts and options thereon).

Whenever any fundamental investment policy or investment restriction states
a maximum percentage of any Series' assets, it is intended that if the
percentage limitation is met at the time the investment is made, a later change
in percentage resulting from changing total or net asset values will not be
considered a violation of such policy. However, in the event that a Series'
asset coverage for borrowings falls below 300%, the Series will take prompt
action to reduce its borrowings, as required by applicable law.

B-17
<PAGE>

TRUSTEES AND OFFICERS

Position with Principal Occupations
Name, Address and Age Trust During Past 5 Years
- --------------------- ------------- ---------------------
<S> <C> <C>
Delayne Dedrick Gold (57) Trustee Marketing and Management Consultant.
c/o Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, NY

Arthur Hauspurg (69) Trustee Trustee and former President, Chief Executive Officer and Chairman of
c/o Prudential Mutual Fund the Board of Consolidated Edison Company New York, Inc.;
Management, Inc. Director of COMSAT Corp.
One Seaport Plaza
New York, NY

Stephen P. Munn (53) Trustee Chairman (since January 1994), President (1988-1993) Director
101 South Salina Street and Chief Executive Officer (since 1988) of Carlisle
Syracuse, NY Companies Incorporated.

Louis A. Weil, III (54) Trustee President and Chief Executive Officer (since January 1996) and Director
120 E. Van Buren (since September 1991) of Central Newspapers, Inc.; Chairman
Phoenix, AZ (since January 1996) and Publisher and Chief Executive Officer,
Phoenix Newspapers, Inc. (August 1991-December 1995); prior
thereto, Publisher of Time Magazine (May 1989-March 1991); for-
merly President, Publisher and Chief Executive Officer of The Detroit
News (February 1986-August 1989); formerly member of the Advi-
sory Board, Chase Manhattan Bank-Westchester

*Richard A. Redeker (51) Director President, Chief Executive Officer and Director (since October 1993),
One Seaport Plaza Prudential Mutual Fund Management, Inc. (PMF); Executive Vice
New York, NY President, Director and Member of the Operating Committee (since
October 1993) of Prudential Securities; Director (since October
1993) of Prudential Securities Group, Inc. (PSG); Executive Vice
President, The Prudential Investment Corporation (since July 1994);
Director of Prudential Mutual Fund Distributors, Inc. (PMFD) (since
January 1994) and Prudential Mutual Fund Services, Inc. (PMFS);
Formerly Senior Executive Vice President and Director of Kemper
Financial Services, Inc. (September 1978-September 1993); Direc-
tor of The High Yield Income Fund, Inc.

Robert F. Gunia (48) Vice President Chief Administrative Officer (since July 1990), Director (since January
One Seaport Plaza 1989), Executive Vice President, Treasurer and Chief Financial Offi-
New York, NY cer (since June 1987) of PMF; Senior Vice President (since March
1987) of Prudential Securities; Executive Vice President, Treasurer
and Comptroller (since March 1991) of Prudential Mutual Fund Dis-
tributors, Inc. and Director (since June 1987) of Prudential Mutual
Fund Services, Inc.; Vice President and Director of The Asia Pacific
Fund, Inc. (since May 1989).

Eugene S. Stark (37) Treasurer and First Vice President (since January 1990) of PMF.
One Seaport Plaza Principal
New York, NY Financial and
Accounting
Officer
</TABLE>

B-18
<PAGE>

Position with Principal Occupations
Name, Address and Age Trust During Past 5 Years
- --------------------- ------------- ---------------------
<S> <C> <C>
Stephen M. Ungerman (42) Assistant First Vice President of Prudential Mutual Fund Management, Inc.
One Seaport Plaza Treasurer (since February 1993). Prior thereto, Senior Tax Manager at Price
New York, NY Waterhouse (since 1981).

S. Jane Rose (49) Secretary Senior Vice President (since January 1991), Senior Counsel (since
One Seaport Plaza June 1987) and First Vice President (June 1987-December 1990) of
New York, NY PMF; Senior Vice President and Senior Counsel of Prudential Securi-
ties (since July 1992); formerly Vice President and Associate
General Counsel of Prudential Securities.

Ronald Amblard (37) Assistant First Vice President (since January 1994), and Associate General
One Seaport Plaza Secretary Counsel (since January 1992) of PMF; Vice President and Associate
New York, NY General Counsel of Prudential Securities (since January 1992); for-
merly, Assistant General Counsel (August 1988-December 1991),
Associate Vice President (January 1989-December 1990) and Vice
President (January 1991-December 1993) of PMF.
<FN>
- --------------
*"Interested" Trustee, as defined in the Investment Company Act.
</FN>
</TABLE>

Trustees of the Trust are elected by the holders of the shares of all Series
of the Trust, and not separately by holders of each Series voting as a class.

Trustees and officers of the Trust are also trustees, directors and officers
of some or all of the other investment companies distributed by Prudential
Securities or Prudential Mutual Fund Distributors, Inc.

The officers conduct and supervise the daily business operations of the
Trust, while the Trustees, in addition to their functions set forth under
"Manager," and "Distributor," review such actions and decide on general policy.

The Trust pays each of its directors who is not an affiliated person of PMF
or The Prudential Investment Corporation (PIC) annual compensation of $9,000, in
addition to certain out-of-pocket expenses. The Chairman of the Audit Committee
receives an additional $200 per year.

Trustees may receive their Trustee's fee pursuant to a deferred fee
agreement with the Trust. Under the terms of the agreement, the Trust accrues
daily the amount of such Trustee's fee which accrues interest at a rate
equivalent to the prevailing rate applicable to 90-day U.S. Treasury bills at
the beginning of each calendar quarter or, pursuant to an SEC exemptive order,
at the daily rate of return of the Trust (the Trust Rate). Payment of the
interest so accrued is also deferred and accruals become payable at the option
of the Trustee. The Trust's obligation to make payments of deferred Trustees'
fees, together with interest thereon, is a general obligation of the Trust.

The Trustees have adopted a retirement policy which calls for the retirement
of Trustees on December 31 of the year in which they reach the age of 72, except
that retirement is being phased in for Trustees who were age 68 or older as of
December 31, 1993. Under this phase-in provision, Mr. Hauspurg is scheduled to
retire on December 31, 1999.

Pursuant to the terms of the Management Agreement with the Trust, the
Manager pays all compensation of officers and employees of the Trust as well as
the fees and expenses of all Trustees of the Trust who are affiliated persons of
the Manager.

The following table sets forth the aggregate compensation paid by the Trust
for the fiscal year ended November 30, 1995 to the Trustees who are not
affiliated with the Manager and the aggregate compensation paid to such Trustees
for service on the Trust's board and that of all other funds managed by
Prudential Mutual Fund Management, Inc. (Fund Complex) for the calendar year
ended December 31, 1995.

Compensation Table

<TABLE>
<CAPTION>
Total
Pension or Compensation
Retirement From Trust
Aggregate Benefits Accrued Estimated Annual and Fund
Compensation As Part of Trust Benefits Upon Complex Paid
Name and Position From Trust Expenses Retirement to Trustees
----------------- ---------- -------- ---------- -----------
<S> <C> <C> <C> <C>

Delayne Dedrick Gold-Trustee .... $9,200 None N/A $181,500 (24/41)*
Arthur Hauspurg-Trustee ......... $9,000 None N/A $ 37,500 (5/7)*
Stephen P. Munn-Trustee ......... $9,000 None N/A $ 55,000 (7/9)*
Louis A. Weil, III-Trustee ...... $9,000 None N/A $101,250 (12/17)*
<FN>
- --------------
*Indicates number of funds/portfolios in Fund Complex (including the Trust) to which aggregate compensation relates.
</FN>
</TABLE>

B-19
<PAGE>

As of January 5, 1996, the Trustees and officers of the Trust, as a group,
owned less than 1% of the outstanding shares of beneficial interest of each of
the Money Market Series, U.S. Treasury Money Market Series and the
Short-Intermediate Term Series of the Trust.

As of January 5, 1996, Prudential Securities was the record holder for other
beneficial owners of 9,072,873 Short-Intermediate Term Series Shares (or
42% of such shares outstanding), 467,756,004 Money Market Series Shares (or
74% of such shares outstanding) and 472,756,925 U.S. Treasury Money Market
Series Shares (or 71% of such shares outstanding). 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.

MANAGER

The Manager of the Trust is Prudential Mutual Fund Management, Inc. (PMF or
the Manager), One Seaport Plaza, New York, New York 10292. PMF serves as manager
of all of the investment companies that, together with the Trust, comprise the
Prudential Mutual Funds. See "How the Trust is Managed-Manager" in the
Prospectus of each Series. As of December 31, 1995, PMF managed and/or
administered open-end and closed-end management investment companies with assets
of approximately $50 billion. According to the Investment Company Institute, as
of September 30, 1995, the Prudential Mutual Funds were the 13th largest family
of mutual funds in the United States.

PMF is a subsidiary of Prudential Securities Incorporated and The Prudential
Insurance Company of America (Prudential). PMF has three wholly-owned
subsidiaries: Prudential Mutual Fund Distributors, Inc., Prudential Mutual Fund
Services, Inc. (PMFS or the Transfer Agent) and Prudential Mutual Fund
Investment Management, Inc. PMFS serves as the transfer agent for the Prudential
Mutual Funds and, in addition, provides customer service, recordkeeping and
management and administration services to qualified plans.

Pursuant to a management agreement with the Trust (the Management
Agreement), PMF, subject to the supervision of the Trustees and in conformity
with the stated policies of the Trust, manages both the investment operations of
the Trust and the composition of the Trust's portfolio, including the purchase,
retention, disposition and loan of securities and other investments. PMF is
obligated to keep certain books and records of the Trust in connection
therewith. PMF is also obligated to provide research and statistical analysis
and to pay costs of certain clerical and administrative services involved in the
portfolio management. The management services of PMF to the Trust are not
exclusive under the terms of the Management Agreement and PMF is free to, and
does, render management services to others.

PMF has authorized any of its directors, officers and employees who have
been elected as trustees or officers of the Trust to serve in the capacities in
which they have been elected. Services furnished by PMF under the Management
Agreement may be furnished by any such directors, officers or employees of PMF.
In connection with the services it renders, PMF bears the following expenses:

(a) the salaries and expenses of all personnel of the Trust and the
Manager, except the fees and expenses of Trustees who are not affiliated
persons of the Manager;

(b) all expenses incurred by the Manager or by the Trust in connection
with managing the ordinary course of the Trust's business, other than those
assumed by the Trust, as described below; and

(c) the costs and expenses payable to The Prudential Investment
Corporation (PIC) pursuant to a subadvisory agreement between PMF and PIC
(the Subadvisory Agreement).

Under the terms of the Management Agreement, the Trust is responsible for
the payment of the following expenses, including (a) the fee payable to the
Manager, (b) the fees and expenses of Trustees who are not affiliated with PMF
or PIC, (c) the fees and certain expenses of the Trust's Custodian and Transfer
and Dividend Disbursing Agent, including the cost of providing records to the
Manager in connection with its obligation of maintaining required records of the
Trust and of pricing the Trust's shares, (d) the fees and expenses of the
Trust's legal counsel and independent accountants, (e) brokerage commissions and
any issue or transfer taxes chargeable to the Trust in connection with its
securities transactions, (f) all taxes and corporate fees payable by the Trust
to governmental agencies, (g) the fees of any trade association of which the
Trust is a member, (h) the cost of share certificates representing shares of the
Trust, (i) the cost of fidelity, directors and officers and errors and omissions
insurance, (j) the fees and expenses involved in registering and maintaining
registration of the Trust and of its shares with the SEC and registering the
Trust as a broker or dealer and qualifying its shares under state securities
laws, including the preparation and printing of the Trust's registration
statements and prospectuses for such purposes, (k) allocable communications
expenses with respect to investor services and all expenses of shareholders' and
Trustees' meetings and of preparing, printing and mailing reports to
shareholders, (l) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Trust's
business and (m) distribution fees.

B-20
<PAGE>

The Trust pays a fee to PMF for the services performed and the facilities
furnished by PMF, computed daily and payable monthly, at an annual rate of .40
of 1% of the Short-Intermediate Term Series' and the U.S. Treasury Money Market
Series' average daily net assets and at an annual rate of .40 of 1% of the
average daily net assets up to $1 billion, .375 of 1% on assets between $1
billion and $1.5 billion and .35 of 1% on assets in excess of $1.5 billion of
the average daily net assets of the Money Market Series. The Management
Agreement also provides that in the event the expenses of a Series (including
the fees of the Manager but excluding interest, taxes, brokerage commissions,
distribution fees, litigation and indemnification expenses and other
extraordinary expenses) for any fiscal year exceed the lowest applicable annual
expense limitation established and enforced pursuant to the statute or
regulations of any jurisdictions in which shares of the Series are then
qualified for offer and sale, PMF will reduce its fee by the amount of such
excess. Reductions in excess of the total compensation payable to PMF will be
paid by PMF to the Series. Any such reductions are subject to readjustment
during the year. Currently, the Trust believes that the most restrictive expense
limitation of state securities commissions is 2 1/2% of the average daily net
assets of each Series up to $30 million, 2% of the average daily net assets of
each Series from $30 million to $100 million and 1 1/2% of any excess over $100
million. The Management Agreement provides that the Manager shall not be liable
to the Trust for any error of judgment by the Manager or for any loss sustained
by the Trust except in the case of a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
will be limited as provided in the Investment Company Act) or of wilful
misfeasance, bad faith, gross negligence or reckless disregard of duty.

The Management Agreement provides that it shall terminate automatically if
assigned, and that it may be terminated without penalty by either party upon not
more than 60 days', nor less than 30 days', written notice. The Management
Agreement was last approved by the Trustees, including all of the Trustees who
are not interested persons as defined in the Investment Company Act, on May 2,
1995 and by a majority of the outstanding shares of the Money Market Series and
the Short-Intermediate Term Series on April 28, 1988 and a majority of the
outstanding shares of the U.S. Treasury Money Market Series on November 26,
1991.

For the fiscal year ended November 30, 1995, the Trust paid management fees
to PMF of $2,390,395, $838,085 and $1,381,478 relating to the Money Market
Series, Short-Intermediate Term Series and U.S. Treasury Money Market Series,
respectively. For the fiscal year ended November 30, 1994 the Trust paid
management fees to PMF of $2,931,469, $1,229,526 and $1,233,814 relating to the
Money Market Series, Short-Intermediate Term Series and U.S. Treasury Money
Market Series, respectively. For the fiscal year ended November 30, 1993, the
Trust paid management fees to PMF of $3,803,950, $1,286,150 and $1,093,251
relating to the Money Market Series, Short-Intermediate Term Series and U.S.
Treasury Money Market Series, respectively.

PMF has entered into the Subadvisory Agreement with PIC (the Subadviser).
The Subadvisory Agreement provides that PIC furnish investment advisory services
in connection with the management of the Trust. In connection therewith, PIC is
obligated to keep certain books and records of the Trust. PMF continues to have
responsibility for all investment advisory services pursuant to the Management
Agreement and supervises PIC's performance of those services. PIC is reimbursed
by PMF for the reasonable costs and expenses incurred by PIC in furnishing those
services. Investment advisory services are provided to the Trust by a unit of
the Subadviser known as Prudential Mutual Fund Investment Management.

The Subadvisory Agreement was last approved by the Trustees, including all
of the Trustees who are not interested persons as defined in the Investment
Company Act, on May 2, 1995, and by the shareholders of each of the Money Market
Series and the Short-Intermediate Term Series on April 28, 1988 and the
shareholders of the U.S. Treasury Money Market Series on November 26, 1991.

The Subadvisory Agreement provides that it will terminate in the event of
its assignment or upon the termination of the Management Agreement. The
Subadvisory Agreement may be terminated by the Trust, PMF or PIC upon not less
than 30 days' nor more than 60 days' written notice. The Subadvisory Agreement
provides that it will continue in effect for a period of more than two years
only so long as such continuance is specifically approved at least annually in
accordance with the requirements of the Investment Company Act applicable to
continuance of investment advisory contracts.

The Manager and the Subadviser are subsidiaries of Prudential, which is one
of the largest diversified financial services institutions in the world and,
based on total assets, the largest insurance company in North America as of
December 31, 1994. Its primary business is to offer a full range of products and
services in three areas: insurance, investments and home ownership for
individuals and families; health-care management and other benefit programs for
employees of companies and members of groups; and asset management for
institutional clients and their associates. Prudential (together with its
subsidiaries) employs nearly 100,000 persons worldwide, and maintains a sales
force of approximately 19,000 agents, 3,400 insurance brokers and 6,000
financial advisors. It insures or provides other financial services to more than
50 million people worldwide. Prudential is a major issuer of annuities,
including variable annuities. For the year ended December 31, 1994, Prudential
through its subsidiaries provided financial services to more than 50 million
people worldwide-more than one of every five people in the United States. As of
December 31, 1994, Prudential through its subsidiaries provided automobile
insurance for more than 1.8 million cars and insured more than 1.5 million
homes. For the year ended December 31, 1994, The Prudential Bank, a subsidiary
of Prudential, served 940,000 customers in 50 states providing credit card
services and loans totaling more than $1.2 billion. Assets held by

B-21
<PAGE>

Prudential Securities Incorporated (PSI) for its clients totaled approximately
$150 billion at December 31, 1994. During 1994, over 28,000 new customer
accounts were opened each month at PSI. The Prudential Real Estate Affiliates,
the fourth largest real estate brokerage network in the United States, has more
than 34,000 brokers and agents and more than 1,100 offices in the United States.

Based on data for the period from January 1, 1995 to September 30, 1995 for
the Prudential Mutual Funds, on an average day, there are approximately $80
million in common stock transactions, over $150 million in bond transactions and
over $3.1 billion in money market transactions. In 1994, the Prudential Mutual
Funds effected more than 40,000 trades in money market securities and held on
average $20 billion of money market securities. Based on complex-wide data for
the period from January 1, 1995 to September 30, 1995, on an average day, over
7,000 shareholders telephoned Prudential Mutual Fund Services, Inc., the
Transfer Agent of the Prudential Mutual Funds, on the Prudential Mutual Funds'
toll-free number. On an annual basis, that represents approximately 1.8 million
telephone calls answered.

From time to time, there may be media coverage of portfolio managers and
other investment professionals associated with the Manager and the Subadviser in
national and regional publications and other media. Additionally, individual
mutual fund portfolios are frequently mentioned in surveys conducted by national
and regional publications and media organizations such as The Wall Street
Journal, The New York Times, Barron's and USA Today.

DISTRIBUTOR

Prudential Securities Incorporated (Prudential Securities or PSI), One
Seaport Plaza, New York, New York 10292, has entered into an agreement with the
Trust under which Prudential Securities acts as distributor for the Trust's
shares. Prudential Securities is engaged in the securities underwriting and
securities and commodities brokerage business and is a member of the New York
Stock Exchange, other major securities and commodities exchanges and the NASD.
Prudential Securities is also engaged in the investment advisory business.
Prudential Securities is a wholly-owned subsidiary of Prudential Securities
Group Inc., which is an indirect, wholly-owned subsidiary of Prudential. The
services it provides to the Trust are discussed in each Series' Prospectus.
Prior to January 2, 1996, Prudential Mutual Fund Distributors, Inc. (PMFD), One
Seaport Plaza, New York, New York 10292, acted as distributor for the Money
Market Series and the U.S. Treasury Money Market Series. See "How the Trust is
Managed-Distributor."

Distribution and Service Plans. See "How the Trust is Managed-Distributor" in
the Prospectus of each Series.

During the fiscal year ended November 30, 1995 PMFD incurred distribution
expenses in the aggregate of $746,998 and $431,712 with respect to the Money
Market Series and the U.S. Treasury Money Market Series, respectively, all of
which was recovered through the distribution fee paid by each Series to PMFD. It
is estimated that of these amounts approximately $590,128 (79%) and $336,735
(78%) was spent on payment of account servicing fees to financial advisers for
the Money Market Series and U.S. Treasury Money Market Series, respectively, and
$156,870 (21%) and $94,977 (22%) on allocation of overhead and other branch
office distribution-related expenses for the Money Market Series and U.S.
Treasury Money Market Series, respectively. The term "overhead and other branch
office distribution-related expenses" represents (a) the expenses of operating
Prudential Securities' branch offices in connection with the sale of shares of
the series, including lease costs, the salaries and employee benefits of
operations and sales support personnel, utility costs, communications costs and
the costs of stationary and supplies, (b) the costs of client sales seminars,
(c) travel expenses of mutual fund sales coordinators to promote the sale of
shares of the series, and (d) other incidental expenses relating to branch
promotion of sales of the series. Reimbursable distribution expenses do not
include any direct interest or carrying charges.

For the fiscal year ended November 30, 1995, Prudential Securities received
$419,803 from the Short-Intermediate Term Series under the Plan all of which was
spent on behalf of the Short-Intermediate Term Series or the payment of account
servicing fees to financial advisers.

On May 2, 1995, the Trustees, including a majority of the Trustees who are
not interested persons of the Trust and have no direct or indirect financial
interest in the operating of the Plans (Rule 12b-1 Trustees) at a meeting called
for the purpose of voting on each Plan, approved amendments to the plans
changing them from reimbursement type plans to compensation type plans. The
Plans were last approved by the Trustees, including a majority of the Rule 12b-1
Trustees, on May 2, 1995. The Plans were last approved by the Trustees,
including a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the
Plans or in any agreements related to the Plans (the Rule 12b-1 Trustees), cast
in person at a meeting called for the purpose of voting on such Plans on May 2,
1995 and, as amended, were approved by the shareholders of each Series on July
19, 1995.

In each Distribution and Service Agreement, the Trust has agreed to
indemnify Prudential Securities or PMFD to the extent permitted by applicable
law against certain liabilities under the Securities Act.

Pursuant to the Plans, the Trustees are provided at least quarterly with
written reports of the amounts expended under the Plans and the purposes for
which such expenditures were made. The Trustees review such reports on a
quarterly basis.

B-22
<PAGE>

The Plans provide that they will continue in effect from year to year,
provided each such continuance is approved annually by a vote of the Trustees in
the manner described above. The Plans may not be amended to increase materially
the amount to be spent for the services described therein without approval of
the shareholders of the applicable Series, and all material amendments of the
Plans must also be approved by the Trustees in the manner described above. Each
Plan may be terminated at any time, without payment of any penalty, by vote of a
majority of the Rule 12b-1 Trustees, or by a vote of a majority of the
outstanding voting securities of the applicable Series (as defined in the
Investment Company Act). Each Plan will automatically terminate in the event of
its assignment (as defined in the Investment Company Act).

So long as the Plans are in effect, the selection and nomination of Trustees
who are not interested persons of the Trust shall be committed to the discretion
of the Trustees who are not interested persons. The Trustees have determined
that, in their judgment, there is a reasonable likelihood that the Plans will
benefit the Trust and its shareholders. In the Trustees' quarterly review of the
Plans, they consider the continued appropriateness and the level of payments
provided therein.

The Distribution Agreements provide that each shall terminate automatically
if assigned and that each may be terminated without penalty by either party upon
not more than 60 days' nor less than 30 days' written notice. Each Distribution
Agreement was last approved by the Trustees, including all of the 12b-1 Trustees
on May 2, 1995. On November 3, 1995, the Trustees approved the transfer of the
Distribution Agreements for the Money Market Series and U.S. Treasury Money
Market Series with PMFD to Prudential Securities.

On October 21, 1993, PSI entered into an omnibus settlement with the SEC,
state securities regulators in 51 jurisdictions and the NASD to resolve
allegations that PSI sold interests in more than 700 limited partnerships (and a
limited number of other types of securities) from January 1, 1980 through
December 31, 1990, in violation of securities laws to persons for whom such
securities were not suitable in light of the individuals' financial condition or
investment objectives. It was also alleged that the safety, potential returns
and liquidity of the investments had been misrepresented. The limited
partnerships principally involved real estate, oil and gas producing properties
and aircraft leasing ventures. The SEC Order (i) included findings that PSI's
conduct violated the federal securities laws and that an order issued by the SEC
in 1986 requiring PSI to adopt, implement and maintain certain supervisory
procedures had not been complied with; (ii) directed PSI to cease and desist
from violating the federal securities laws and imposed a $10 million civil
penalty; and (iii) required PSI to adopt certain remedial measures including the
establishment of a Compliance Committee of its Board of Directors. Pursuant to
the terms of the SEC settlement, PSI established a settlement fund in the amount
of $330,000,000 and procedures, overseen by a court approved Claims
Administrator, to resolve legitimate claims for compensatory damages by
purchasers of the partnership interests. PSI has agreed to provide additional
funds, if necessary, for that purpose. PSI's settlement with the state
securities regulators included an agreement to pay a penalty of $500,000 per
jurisdiction. PSI consented to a censure and to the payment of a $5,000,000 fine
in settling the NASD action. In settling the above referenced matters, PSI
neither admitted nor denied the allegations asserted against it.

On January 18, 1994, PSI agreed to the entry of a Final Consent Order and a
Parallel Consent Order by the Texas Securities Commissioner. The firm also
entered into a related agreement with the Texas Securities Commissioner. The
allegations were that the firm had engaged in improper sales practices and other
improper conduct resulting in pecuniary losses and other harm to investors
residing in Texas with respect to purchases and sales of limited partnership
interests during the period of January 1, 1980 through December 31, 1990.
Without admitting or denying the allegations, PSI consented to a reprimand,
agreed to cease and desist from future violations, and to provide voluntary
donations to the State of Texas in the aggregate amount of $1,500,000. The firm
agreed to suspend the creation of new customer accounts, the general
solicitation of new accounts, and the offer for sale of securities in or from
PSI's North Dallas office to new customers during a period of twenty consecutive
business days, and agreed that its other Texas offices would be subject to the
same restrictions for a period of five consecutive business days. PSI also
agreed to institute training programs for its securities salesmen in Texas.

On October 27, 1994, Prudential Securities Group, Inc. and PSI entered into
agreements with the United States Attorney deferring prosecution (provided PSI
complies with the terms of the agreement for three years) for any alleged
criminal activity related to the sale of certain limited partnership programs
from 1983 to 1990. In connection with these agreements, PSI agreed to add the
sum of $330,000,000 to the fund established by the SEC and executed a
stipulation providing for a reversion of such funds to the United States Postal
Inspection Service. PSI further agreed to obtain a mutually acceptable outside
director to sit on the Board of Directors of PSG and the Compliance Committee of
PSI. The new director will also serve as an independent "ombudsman" whom PSI
employees can call anonymously with complaints about ethics and compliance.
Prudential Securities shall report any allegations or instances of criminal
conduct and material improprieties to the new director. The new director will
submit compliance reports which shall identify all such allegations or instances
of criminal conduct and material improprieties every three months for a
three-year period.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Manager and PIC are responsible for decisions to buy and sell securities
for the Money Market Series, Short-Intermediate Term Series and U.S. Treasury
Money Market Series, arranging the execution of portfolio security transactions
on each Series' behalf, and the selection of brokers and dealers to effect the
transactions. Purchases of portfolio securities are made from dealers,
underwriters and issuers; sales, if any, prior to maturity, are made to dealers
and issuers. Each Series does not normally incur any brokerage commission
expense on such transactions. The instruments purchased by the Series are
generally traded on a "net" basis with dealers acting as principal for their own
accounts without a stated commission, although the price of

B-23
<PAGE>

the security usually includes a profit to the dealer. Securities purchased in
underwritten offerings include a fixed amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.
When securities are purchased or sold directly from or to an issuer, no
commissions or discounts are paid.

The policy of each of the Series regarding purchases and sales of securities
is that primary consideration will be given to obtaining the most favorable
price and efficient execution of transactions.

The Trust paid no brokerage commissions for the fiscal years ended November
30, 1992, 1993 and 1994.

SHAREHOLDER INVESTMENT ACCOUNT

Upon the initial purchase of shares of the Trust, a Shareholder Investment
Account is established for each investor under which a record of the shares held
is maintained by the Transfer Agent. If a share certificate is desired, it must
be requested in writing for each transaction. Certificates are issued only for
full shares and may be redeposited in the account at any time. There is no
charge to the investor for issuance of a certificate. Whenever a transaction
takes place in the Shareholder Investment Account, the shareholder will be
mailed a statement showing the transaction and the status of such account.

Procedure for Multiple Accounts

Special procedures have been designed for banks and other institutions that
wish to open multiple accounts. An institution may open a single master account
by filing an Application Form with Prudential Mutual Fund Services, Inc. (PMFS
or the Transfer Agent), Attention: Customer Service, P.O. Box 15005, New
Brunswick, New Jersey 08906, signed by personnel authorized to act for the
institution. Individual sub-accounts may be opened at the time the master
account is opened by listing them, or they may be added at a later date by
written advice or by filing forms supplied by the Trust. Procedures are
available to identify sub-accounts by name and number within the master account
name. The investment minimums set forth above are applicable to the aggregate
amounts invested by a group and not to the amount credited to each sub-account.

PMFS provides each institution with a written confirmation for each
transaction in sub-accounts. Further, PMFS provides, to each institution on a
monthly basis, a statement which sets forth for each master account its share
balance and income earned for the month. In addition, each institution receives
a statement for each individual account setting forth transactions in the
sub-account for the year-to-date, the total number of shares owned as of the
dividend payment date and the dividends paid for the current month, as well as
for the year-to-date.

Further information on the sub-accounting system and procedures is available
from the Transfer Agent, Prudential Securities or Prusec.

Automatic Reinvestment of Dividends and Distributions

For the convenience of investors, all dividends and distributions are
automatically invested in full and fractional shares of the applicable Series at
net asset value. An investor may direct the Transfer Agent in writing not less
than 5 full business days prior to the payable date to have subsequent dividends
and/or distributions sent in cash rather than invested. In the case of recently
purchased shares for which registration instructions have not been received on
the record date, cash payment will be made directly to the dealer. Any
shareholder who receives a cash payment representing a dividend or distribution
may reinvest such dividend or distribution at net asset value by returning the
check or the proceeds to the Transfer Agent within 30 days after the payment
date. Such investment will be made at the net asset value per share next
determined after receipt of the check or proceeds by the Transfer Agent.

Exchange Privilege

The Trust makes available to its Money Market Series, Short-Intermediate
Term Series and U.S. Treasury Money Market Series shareholders the privilege of
exchanging their shares for shares of either of the other Series and certain
other Prudential Mutual Funds, including one or more specified money market
funds, subject in each case to the minimum investment requirements of such
funds. Class A shares of such other Prudential Mutual Funds may also be
exchanged for Class A shares of the Money Market Series and for shares of the
Short-Intermediate Term Series and U.S. Treasury Money Market Series. All
exchanges are made on the basis of relative net asset value next determined
after receipt of an order in proper form. An exchange will be treated as a
redemption and purchase for tax purposes. Shares may be exchanged for shares of
another fund only if shares of such fund may legally be sold under applicable
state laws.

It is contemplated that the exchange privilege may be applicable to new
mutual funds whose shares may be distributed by the Distributor.

Shareholders of the Trust may exchange their shares for Class A shares of
the Prudential Mutual Funds, and shares of the money market funds specified
below. No fee or sales load will be imposed upon the exchange.

The following money market funds participate in the Class A Exchange
Privilege:

Prudential California Municipal Fund
(California Money Market Series)

B-24
<PAGE>

Prudential Government Securities Trust
(Money Market Series)
(U.S. Treasury Money Market Series)
Prudential Municipal Series Fund
(Connecticut Money Market Series)
(Massachusetts Money Market Series)
(New York Money Market Series)
(New Jersey Money Market Series)
Prudential MoneyMart Assets
Prudential Tax-Free Money Fund, Inc.

Shareholders of the Trust may not exchange their shares for Class B or Class
C shares of the Prudential Mutual Funds or shares of Prudential Special Money
Market Fund, a money market fund, except that shares acquired prior to January
22, 1990 subject to a contingent deferred sales charge can be exchanged for
Class B shares.

When they become available, Class Z shares of the Money Market Series will
be exchangeable 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 Growth Opportunity Fund, Inc.
Prudential High Yield Fund, Inc.
Prudential MoneyMart Assets
Prudential Multi-Sector Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Prudential Utility Fund, Inc.

Additional details about the Exchange Privilege and prospectuses for each of
the Prudential Mutual Funds are available from the Trust's Transfer Agent,
Prudential Securities or Prusec. The Exchange Privilege may be modified,
terminated or suspended on sixty days notice, and any fund, including the Trust,
or the Distributor, has the right to reject any exchange application relating to
such fund's shares.

Dollar Cost Averaging-Short-Intermediate Term Series

Dollar cost averaging is a method of accumulating shares by investing a
fixed amount of dollars in shares at set intervals. An investor buys more shares
when the price is low and fewer shares when the price is high. The overall cost
is lower than it would be if a constant number of shares were bought at set
intervals.

Dollar cost averaging may be used, for example, to plan for retirement, to
save for a major expenditure, such as the purchase of a home, or to finance a
college education. The cost of a year's education at a four-year college today
averages around $14,000 at a private college and around $6,000 at a public
university. Assuming these costs increase at a rate of 7% a year, as has been
projected, for the freshman class beginning in 2011, the cost of four years at a
private college could reach $210,000 and over $90,000 at a public university.1

The following chart shows how much you would need in monthly investments to
achieve specified lump sums to finance your investment goals.2

Period of
Monthly investments: $100,000 $150,000 $200,000 $250,000
-------------------- -------- -------- -------- --------
25 Years ...................... $ 110 $ 165 $ 220 $ 275
20 Years ...................... 176 264 352 440
15 Years ...................... 296 444 592 740
10 Years ...................... 555 833 1,110 1,388
5 Years ...................... 1,371 2,057 2,742 3,428

See "Automatic Savings Accumulation Plan."

- --------------
1Source information concerning the costs of education at public and private
universities is available from The College Board Annual Survey of Colleges,
1993. Average costs for private institutions include tuition, fees, room and
board for the 1993-94 academic year.

2The chart assumes an effective rate of return of 8% (assuming monthly
compounding). This example is for illustrative purposes only and is not intended
to reflect the performance of an investment in shares of the Fund. The
investment return and principal value of an investment will fluctuate so that an
investor's shares when redeemed may be worth more or less than their original
cost.

B-25
<PAGE>

Automatic Savings Accumulation Plan (ASAP)

Under ASAP, an investor may arrange to have a fixed amount automatically
invested in any Series' shares each month by authorizing his or her bank account
or Prudential Securities Account (including a Command Account) to be debited to
invest specified dollar amounts in shares of that Series. The investor's bank
must be a member of the Automatic Clearing House System. Share certificates are
not issued to ASAP participants.

Further information about this program and an application form can be
obtained from the Transfer Agent, Prudential Securities or
Prusec.

Systematic Withdrawal Plan

A systematic withdrawal plan is available for shareholders having shares of
the Trust held through Prudential Securities or the Transfer Agent. Such
withdrawal plan provides for monthly or quarterly checks in any amount, except
as provided below, up to the value of the shares in the shareholder's account.

In the case of shares held through the Transfer Agent (i) a $10,000 minimum
account value applies, (ii) withdrawals may not be for less than $100 and (iii)
the shareholder must elect to have all dividends and/or distributions
automatically reinvested in additional full and fractional shares of the
applicable series at net asset value on shares held under this plan. See
"Shareholder Investment Account-Automatic Reinvestment of Dividends and
Distributions."

Prudential Securities and the Transfer Agent act as agents for the
shareholder in redeeming sufficient full and fractional shares to provide the
amount of the periodic withdrawal payment. The systematic withdrawal plan may be
terminated at any time, and the Distributor reserves the right to initiate a fee
of up to $5 per withdrawal, upon 30 days' written notice to the shareholder.

Withdrawal payments should not generally be considered as dividends, yield
or income. If periodic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted. Furthermore, each withdrawal constitutes a
redemption of shares, and any gain or loss realized must generally be recognized
for federal income tax purposes. Each shareholder should consult his or her own
tax adviser with regard to the tax consequences of the plan, particularly if
used in connection with a retirement plan.

Tax-Deferred Retirement Plans

Various tax-deferred retirement plans, including a 401(k) Plan,
self-directed individual retirement accounts and "tax-sheltered accounts" under
Section 403(b)(7) of the Internal Revenue Code are available through the
Distributor. These plans are for use by both self-employed individuals and
corporate employers. These plans permit either self-direction of accounts by
participants, or a pooled account arrangement. Information regarding the
establishment of these plans, the administration, custodial fees and other
details are available from Prudential Securities or the Transfer Agent.

Investors who are considering the adoption of such a plan should consult
with their own legal counsel or tax adviser with respect to the establishment
and maintenance of any such plan.

Individual Retirement Accounts

An individual retirement account (IRA) permits the deferral of federal
income tax on income earned in the account until the earnings are withdrawn. The
following chart represents a comparison of the earnings in a personal savings
account with those in an IRA, assuming a $2,000 annual contribution, an 8% rate
of return and a 39.6% federal income tax bracket and shows how much more
retirement income can accumulate within an IRA as opposed to a taxable
individual savings account.

Tax-Deferred Compounding1

Contributions Personal
Made Over: Savings IRA
---------- ------- ---
10 years $ 26,165 $ 31,291
15 years 44,675 58,649
20 years 68,109 98,846
25 years 97,780 157,909
30 years 135,346 244,692

- --------------
1The chart is for illustrative purposes only and does not represent the
performance of the Fund or any specific investment. It shows taxable versus
tax-deferred compounding for the periods and on the terms indicated. Earnings in
the IRA account will be subject to tax when withdrawn from the account.

Mutual Fund Programs

From time to time, a Series of the Fund may be included in a mutual fund
program with other Prudential Mutual Funds. Under such a program, a group of
portfolios will be selected and thereafter promoted collectively. Typically,
these programs are created

B-26
<PAGE>

with an investment theme, e.g., to seek greater diversification, protection from
interest rate movements or access to different management styles. In the event
such a program is instituted, there may be a minimum investment requirement for
the program as a whole. A Series may waive or reduce the minimum initial
investment requirements in connection with such a program.

The mutual funds in the program may be purchased individually or as a part
of the program. Since the allocation of portfolios included in the program may
not be appropriate for all investors, investors should consult their Prudential
Securities Financial Adviser or Prudential/Pruco Securities Representative
concerning the appropriate blend of portfolios for them. If investors elect to
purchase the individual mutual funds that constitute the program in an
investment ratio different from that offered by the program, the standard
minimum investment requirements for the individual mutual funds will apply.

NET ASSET VALUE

Money Market Series and U.S. Treasury Money Market Series

Amortized Cost Valuation. The Money Market Series and the U.S. Treasury
Money Market Series use the amortized cost method to determine the value of
their portfolio securities in accordance with regulations of the Securities and
Exchange Commission. The amortized cost method involves valuing a security at
its cost and amortizing any discount or premium over the period until maturity.
The method does not take into account unrealized capital gains and losses which
may result from the effect of fluctuating interest rates on the market value of
the security.

With respect to the Money Market Series and the U.S. Treasury Money Market
Series, the Trustees have determined to maintain a dollar-weighted average
maturity of 90 days or less, to purchase instruments having remaining maturities
of thirteen months or less and to invest only in securities determined by the
investment adviser under the supervision of the Trustees to present minimal
credit risks and to be of eligible quality in accordance with the provisions of
Rule 2a-7 of the Investment Company Act. The Trustees have adopted procedures
designed to stabilize, to the extent reasonably possible, both Series' price per
share as computed for the purpose of sales and redemptions at $1.00. Such
procedures will include review of the Series' portfolio holdings by the
Trustees, at such intervals as they may deem appropriate, to determine whether
the Series' net asset value calculated by using available market quotations
deviates from $1.00 per share based on amortized cost. The extent of any
deviation will be examined by the Trustees. If such deviation exceeds 1/2 of 1%,
the Trustees will promptly consider what action, if any, will be initiated. In
the event the Trustees determine that a deviation exists which may result in
material dilution or other unfair results to prospective investors or existing
shareholders, the Trustees will take such corrective action as they consider
necessary and appropriate, including the sale of portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity, the withholding of dividends, redemptions of shares in kind, or the
use of available market quotations to establish a net asset value per share.

Short-Intermediate Term Series

Under the Investment Company Act, the Trustees are responsible for
determining in good faith the fair value of the Short-Intermediate Term Series'
securities. In accordance with procedures adopted by the Trustees, the value of
each U.S. Government security for which quotations are available will be based
on the valuation provided by an independent pricing service. Pricing services
consider such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities in arriving at
securities valuations. Securities for which market quotations are not readily
available are valued by appraisal at their fair value as determined in good
faith by the Manager under procedures established under the general supervision
and responsibility of the Trustees.

Short-term investments which mature in 60 days or less are valued at
amortized cost, if their term to maturity from date of purchase was 60 days or
less, or by amortizing their value on the 61st day prior to maturity if their
term to maturity when acquired by the Intermediate Series was more than 60 days,
unless this is determined not to represent fair value by the Trustees.

Time Net Asset Value is Calculated

The Trust will calculate its net asset value at 4:15 P.M., New York time,
for the Short-Intermediate Term Series and at 4:30 P.M. for the Money Market
Series and U.S. Treasury Money Market Series, on each day the New York Stock
Exchange is open for trading except on days on which no orders to purchase, sell
or redeem series shares have been received or days on which changes in the value
of a series' securities do not affect net asset value. In the event the New York
Stock Exchange closes early on any business day, the net asset value of the
Short-Intermediate Term Series' shares shall be determined at a time between
such closing and 4:15 P.M. New York time.

B-27
<PAGE>

PERFORMANCE INFORMATION

Money Market Series and U.S. Treasury Money Market Series-Calculation of Yield

The Money Market Series and U.S. Treasury Money Market Series will each
prepare a current quotation of yield from time to time. The yield quoted will be
the simple annualized yield for an identified seven calendar day period. The
yield calculation will be based on a hypothetical account having a balance of
exactly one share at the beginning of the seven-day period. The base period
return will be the change in the value of the hypothetical account during the
seven-day period, including dividends declared on any shares purchased with
dividends on the shares but excluding any capital changes. The yield will vary
as interest rates and other conditions affecting money market instruments
change. Yield also depends on the quality, length of maturity and type of
instruments in the Money Market Series and U.S. Treasury Money Market Series'
portfolios and their operating expenses. The Money Market Series and U.S.
Treasury Money Market Series may also each prepare an effective annual yield
computed by compounding the unannualized seven-day period return as follows: by
adding 1 to the unannualized seven-day period return, raising the sum to a power
equal to 365 divided by 7, and subtracting 1 from the result.

Effective yield = [(base period return + 1)365/7] -1

The U.S. Treasury Money Market Series may also calculate the tax equivalent
yield over a 7-day period. The tax equivalent yield will be determined by first
computing the current yield as discussed above. The Series will then determine
what portion of the yield is attributable to securities, the income of which is
exempt for state and local income tax purposes. This portion of the yield will
then be divided by one minus the maximum state tax rate of individual taxpayers
and then added to the portion of the yield that is attributable to other
securities.

Comparative performance information may be used from time to time in
advertising or marketing the Money Market Series' and U.S. Treasury Money Market
Series' shares, including data from Lipper Analytical Services, Inc., Donoghue's
Money Fund Report, The Bank Rate Monitor, other industry publications, business
periodicals, rating services and market indices.

The Money Market Series' and U.S. Treasury Money Market Series' yields
fluctuate, and annualized yield quotations are not a representation by the Money
Market Series or U.S. Treasury Money Market Series as to what an investment in
the Money Market Series and U.S. Treasury Money Market Series will actually
yield for any given period. Yield for the Money Market Series and U.S. Treasury
Money Market Series will vary based on a number of factors including changes in
market conditions, the level of interest rates and the level of each series'
income and expenses. Short-Intermediate Term Series-Calculation of Yield and
Total Return

Yield. The Short-Intermediate Term Series may from time to time advertise
its yield as calculated over a 30-day period. Yield will be computed by dividing
the Short-Intermediate Term Series' net investment income per share earned
during this 30-day period by the net asset value per share on the last day of
this period. Yield is calculated according to the following formula:

a - b
YIELD = 2 [ (------- + 1) 6 - 1 ]
cd

Where: a = dividends and interest earned during the period.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of shares outstanding during the period
that were entitled to receive dividends.

d = the net asset value per share on the last day of the period.

Yield fluctuates and an annualized yield quotation is not a representation
by the Trust as to what an investment in the Intermediate Term Series will
actually yield for any given period.

The Short-Intermediate Term Series' 30-day yield for the period ended
November 30, 1995 was 5.27%.

Average Annual Total Return. The Short-Intermediate Term Series may from
time to time advertise its average annual total return. See "How the Trust
Calculates Performance" in the Prospectus.

Average annual total return is computed according to the following formula:

P (1 + T)n = ERV

Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = Ending Redeemable Value at the end of the 1, 5 or 10 year
periods (or fractional portion thereof) of a hypothetical
$1,000 payment made at the beginning of the 1, 5 or 10 year
periods.

B-28
<PAGE>

Average annual total return does not take into account any federal or state
income taxes that may be payable upon redemption.

The Short-Intermediate Term Series' average annual total return for the one,
five and ten year periods ended November 30, 1995 was 12.37%, 7.39% and 7.90%,
respectively.

Aggregate Total Return. The Short-Intermediate Term Series may also
advertise its aggregate total return. See "How the Trust Calculates Performance"
in the Prospectus.

Aggregate total return represents the cumulative change in the value of an
investment in the Fund and is computed according to the following formula:

ERV - P
-------
P

Where: P = a hypothetical initial payment of $1,000.
ERV = Ending Redeemable Value at the end of the 1, 5 or 10 year
periods (or fractional portion thereof) of a hypothetical
$1,000 investment made at the beginning of the 1, 5 or 10 year
periods.

Aggregate total return does not take into account any federal or state
income taxes that may be payable upon redemption.

The Short-Intermediate Term Series' aggregate total return for the one, five
and ten year periods ended November 30, 1995 was 12.37%, 42.82% and 113.98%,
respectively.

TAXES

Each series of the Trust is treated as a separate entity for federal income
tax purposes and each has elected to qualify and intends to remain qualified as
a regulated investment company under the Internal Revenue Code of 1986, as
amended (the Internal Revenue Code). If each series qualifies as a regulated
investment company, it will not be subject to federal income taxes on the
taxable income it distributes to shareholders, provided at least 90% of its net
investment income and net short-term capital gains earned in the taxable year is
so distributed. To qualify for this treatment, each series must, among other
things, (a) derive at least 90% of its gross income (without offset for losses
from the sale or other disposition of securities or foreign currencies) from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of securities or foreign currencies and certain
financial futures, options and forward contracts; (b) derive less than 30% of
its gross income (without offset for losses from the sale or other disposition
of securities or foreign currencies) from the gains on the sale or other
disposition of securities held for less than three months; and (c) diversify its
holdings so that, at the end of each quarter of the taxable year, (i) at least
50% of the value of its assets is represented by cash, U.S. Government
securities and other securities limited in respect of any one issuer to an
amount no greater than 5% of its assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than U.S. Government
securities). The performance and tax qualification of one series will have no
effect on the federal income tax liability of shareholders of the other series.

The Internal Revenue Code imposes a 4% nondeductible excise tax to the
extent any series fails to meet certain minimum distribution requirements by the
end of each calendar year. For this purpose, dividends declared in October,
November and December payable to shareholders of record on a specified date in
October, November and December and paid in the following January will be treated
as having been paid by the Trust and received by shareholders in such prior
year. Under this rule, a shareholder may be taxed in one year on dividends or
distributions actually received in January of the following year.

See "Taxes, Dividends and Distributions" in the Prospectus of each series.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT AND
INDEPENDENT ACCOUNTANTS

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, has been retained to act as Custodian of the Trust's
investments and in such capacity maintains certain financial and accounting
books and records pursuant to an agreement with the Trust.

Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza One, Edison, New
Jersey 08837, serves as Transfer and Dividend Disbursing Agent and in those
capacities maintains certain books and records for the Trust. PMFS is a
wholly-owned subsidiary of PMF. PMFS provides customary transfer agency services
to the Trust, including the handling of shareholder

B-29
<PAGE>

communications, the processing of shareholder transactions, the maintenance of
shareholder account records, payment of dividends and distributions and related
functions. For these services, PMFS receives an annual fee per shareholder
account, a new account set-up fee for each manually established account and a
monthly inactive zero balance account fee per shareholder account. PMFS is also
reimbursed for its out-of-pocket expenses, including but not limited to postage,
stationery, printing, allocable communications and other costs. For the fiscal
year ended November 30, 1995, the Short-Intermediate Term Series, Money Market
Series and U.S. Treasury Money Market Series incurred fees of $211,000, $986,000
and $108,000, respectively, for the services of PMFS.

Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York,
serves as the Trust's independent accountants and in that capacity audits the
Trust's annual financial statements.

B-30

<PAGE>

Portfolio of Investments as of PRUDENTIAL GOVERNMENT SECURITIES TRUST
November 30, 1995 MONEY MARKET SERIES
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Federal Farm Credit Bank--7.4%
$1,985 7.76%, 12/1/95 $ 1,985,000
16,600 5.57%, 2/23/96, F.R.N. 16,598,090
20,000 5.70%, 6/20/96, F.R.N. 19,992,916
6,000 5.75%, 8/1/96 5,993,297
------------
44,569,303
- ------------------------------------------------------------
Federal Home Loan Bank--12.0%
12,000 5.645%, 12/4/95, F.R.N. 11,988,801
2,500 5.66%, 12/4/95, F.R.N. 2,499,384
15,000(d) 5.48%, 12/8/95, F.R.N. 14,993,195
15,000(c) 6.20%, 1/2/96 14,989,667
5,000(e) 5.67%, 1/26/96 4,956,367
6,000 6.787%, 2/15/96 5,997,764
6,930 6.85%, 2/28/96 6,931,960
6,000(e) 6.63%, 3/22/96 5,883,893
3,730 7.39%, 8/2/96 3,765,925
------------
72,006,956
- ------------------------------------------------------------
Federal Home Loan Mortgage Corporation--1.2%
7,375 5.80%, 2/1/96, F.R.N. 7,301,332
- ------------------------------------------------------------
Federal National Mortgage Association--26.7%
2,590 6.24%, 12/8/95 2,586,857
23,900(e) 5.64%, 2/7/96 , F.R.N. 23,649,900
3,000 5.74%, 2/9/96, F.R.N. 3,000,036
14,605(e) 5.66%, 2/28/96 14,406,413
12,000(e) 5.73%, 4/29/96 11,726,000
9,000 5.71%, 6/10/96 8,986,385
30,000 6.31%, 9/3/96, F.R.N. 29,991,146
14,500 5.813%, 9/27/96, F.R.N. 14,500,000
29,500 5.672%, 10/1/96, F.R.N. 29,482,965
$10,000 5.60%, 11/1/96 $ 9,985,815
11,400 5.72%, 11/20/96, F.R.N. 11,392,532
------------
159,708,049
- ------------------------------------------------------------
Student Loan Marketing Association--7.3%
16,600 5.83%, 12/20/95, F.R.N. 16,603,882
12,000 6.08%, 12/30/95, F.R.N. 11,991,607
10,000 5.70%, 1/16/96, F.R.N. 10,000,000
5,000 5.66%, 2/14/96, F.R.N. 4,996,577
------------
43,592,066
- ------------------------------------------------------------
United States Treasury Notes--1.7%
10,000 6.875%, 10/31/96 10,102,382
- ------------------------------------------------------------
Repurchase Agreements(b)--46.2%
40,000 Smith Barney, Inc., 5.77%, dated
11/07/95, due 01/08/96 in the
amount of $40,397,489 (cost
$40,000,000; the value of the
collateral including accrued
interest is $41,037,448) 40,000,000
20,600 Goldman Sachs & Co., 5.78%, dated
11/09/95, due 01/08/96 in the
amount of $20,798,447 (cost
$20,600,000; the value of the
collateral including accrued
interest is $21,012,000) 20,600,000
8,038 Bear, Stearns & Co., 5.82%, dated
11/30/95, due 12/07/95 in the
amount of $8,049,511 (cost
$8,038,000; the value of the
collateral including accrued
interest is $8,213,515) 8,038,000
30,000 Bear, Stearns & Co., 5.83%, dated
11/27/95, due 12/04/95 in the
amount of $30,034,008 (cost
$30,000,000; the value of the
collateral including accrued
interest is $30,661,341) 30,000,000
</TABLE>
- -------------------------------------------------------------------------------
See Notes to Financial Statements.

B-31

<PAGE>

See Notes to Financial Statements.

B-32

<PAGE>

Portfolio of Investments as of PRUDENTIAL GOVERNMENT SECURITIES TRUST
November 30, 1995 SHORT-INTERMEDIATE TERM SERIES
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
LONG-TERM INVESTMENTS--97.2%
- ------------------------------------------------------------
Asset-Backed--4.7%
Chase Manhattan Credit Card Trust
$5,000 5.94%, 8/15/01, F.R.N. $ 4,996,850
Main Place Funding Corporation
5,000 6.085%, 7/17/98, F.R.N. 5,008,594
------------
10,005,444
- ------------------------------------------------------------
Federal Home Loan Mortgage Corporation--15.5%
10,000 6.71%, 6/11/02 10,228,100
15,000 6.82%, 6/29/05 15,330,450
7,354 6.813%, 8/01/24, ARMS 7,377,102
------------
32,935,652
- ------------------------------------------------------------
Federal National Mortgage Association--22.1%
21,510 7.50%, 3/10/99 21,610,882
15,000 6.63%, 6/20/05 15,578,850
9,493 9.00%, 4/01/25 9,955,842
------------
47,145,574
- ------------------------------------------------------------
Government National Mortgage Association--13.7%
9,320 9.00%, 6/15/98 - 9/15/09 9,837,988
10,890 8.00%, 6/15/23 - 8/15/25 11,267,671
7,943 6.00%, 7/20/25 - 11/20/25, ARMS 8,021,827
------------
29,127,486
Resolution Trust Corporation--3.3%
$6,921 6.905%, 12/25/20, CMO, Series 1992 $ 6,964,107
- ------------------------------------------------------------
United States Treasury Notes--37.9%
9,000 7.50%, 12/31/96 9,195,480
16,000(a) 8.50%, 4/15/97 16,644,960
25,700 6.50%, 8/15/97 26,161,797
10,000(a) 7.375%, 11/15/97 10,359,400
5,000(a) 6.25%, 8/31/00 5,140,600
12,600 6.50%, 8/15/05 13,253,625
------------
80,755,862
------------
Total long-term investments
(cost $205,303,802) 206,934,125
------------
SHORT-TERM INVESTMENT--5.3%
- ------------------------------------------------------------
11,398 Joint Repurchase Agreement Account,
5.90%, 12/1/95 (Note 5)
(cost $11,398,000) 11,398,000
- ------------------------------------------------------------
Total Investments--102.5%
(cost $216,701,802; Note 4) 218,332,125
Liabilities in excess of other
assets--(2.5%) (5,335,689)
------------
Net Assets--100% $212,996,436
------------
------------
</TABLE>
- ---------------
(a) Asset segregated for dollar rolls.
ARMS--Adjustable Rate Mortgage Security.
CMO--Collateralized Mortgage Obligation.
F.R.N.--Floating Rate Note.
- -------------------------------------------------------------------------------

See Notes to Financial Statements.

B-33

<PAGE>

PRUDENTIAL GOVERNMENT SECURITIES TRUST
U.S. TREASURY MONEY MARKET SERIES
Portfolio of Investments as of November 30, 1995
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
United States Treasury Bills--77.4%
$75,000 5.625%, 12/14/95 $ 74,847,747
64,153 5.37%, 12/21/95 63,961,610
1,266 5.40%, 12/21/95 1,262,202
1,082 5.42%, 12/21/95 1,078,742
3,689 5.515%, 12/21/95 3,677,697
6,481 5.54%, 12/21/95 6,461,052
21,674 5.625%, 12/21/95 21,606,269
25,000 5.63%, 12/21/95 24,921,806
25,000 5.64%, 12/21/95 24,921,667
19,000 5.365%, 2/8/96 18,804,625
11,457 5.425%, 2/8/96 11,337,871
10,000 5.355%, 2/15/96 9,886,950
------------
262,768,238
- ------------------------------------------------------------
United States Treasury Notes--28.2%
5,500 4.625%, 2/15/96 5,478,166
5,000 5.125%, 3/31/96 4,975,699
15,390 7.75%, 3/31/96 15,495,806
7,500 9.375%, 4/15/96 7,599,919
10,000 5.50%, 4/30/96 9,986,315
36,000 7.375%, 5/15/96 36,284,241
15,000 6.125%, 7/31/96 15,053,527
657 7.875%, 7/31/96 665,594
------------
95,539,267
- ------------------------------------------------------------
Total Investments--105.6%
(amortized cost $358,307,505(a)) 358,307,505
Liabilities in excess of other
assets--(5.6%) (18,973,171)
------------
Net Assets--100% $339,334,334
------------
------------
</TABLE>
- ---------------
(a) Federal income tax basis of portfolio securities is the same as for
financial reporting purposes.
- -------------------------------------------------------------------------------

See Notes to Financial Statements.

B-34

<PAGE>

Statement of Assets and Liabilities
November 30, 1995 PRUDENTIAL GOVERNMENT SECURITIES TRUST
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
U.S.
Treasury
Money Short- Money
Market Intermediate Market
Assets Series Term Series Series
<S> <C> <C> <C>
------------ ------------ ------------
Investments, at value (cost $613,415,088, $216,701,802 and $358,307,505,
respectively)............................................................. $613,415,088 $218,332,125 $358,307,505
Cash........................................................................ 87,271 -- 12,240
Receivable for investments sold............................................. -- 32,377,599 74,768,056
Interest receivable......................................................... 3,172,886 3,216,974 898,319
Receivable for Series shares sold........................................... 2,742,918 57,881 4,949,719
Deferred expenses and other assets.......................................... 12,221 4,525 7,334
------------ ------------ ------------
Total assets............................................................. 619,430,384 253,989,104 438,943,173
------------ ------------ ------------
Liabilities
Payable for investments purchased........................................... 14,989,667 40,146,036 84,963,758
Payable for Series shares reacquired........................................ 5,388,612 275,980 14,174,206
Dividends payable........................................................... 602,145 288,363 327,563
Due to Manager.............................................................. 198,448 61,985 114,824
Due to Distributors......................................................... 32,859 18,400 19,088
Accrued expenses and other liabilities...................................... 25,070 201,904 9,400
------------ ------------ ------------
Total liabilities........................................................ 21,236,801 40,992,668 99,608,839
------------ ------------ ------------
Net Assets.................................................................. $598,193,583 $212,996,436 $339,334,334
------------ ------------ ------------
------------ ------------ ------------
Net assets were comprised of:
Shares of beneficial interest, at par ($.01 per share)................... $ 5,981,936 $ 218,689 $ 3,393,343
Paid-in capital in excess of par......................................... 592,211,647 262,790,304 335,940,991
------------ ------------ ------------
598,193,583 263,008,993 339,334,334
Undistributed net investment income...................................... -- 2,191,284 --
Accumulated net realized losses.......................................... -- (53,834,164) --
Net unrealized appreciation of investments............................... -- 1,630,323 --
------------ ------------ ------------
Net assets, November 30, 1995............................................... $598,193,583 $212,996,436 $339,334,334
------------ ------------ ------------
------------ ------------ ------------
Shares of beneficial interest issued and outstanding........................ 598,193,583 21,868,861 339,334,334
------------ ------------ ------------
------------ ------------ ------------
Net asset value............................................................. $1.00 $9.74 $1.00
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

- -------------------------------------------------------------------------------

See Notes to Financial Statements.

B-35

<PAGE>

Statement of Operations
Year Ended November 30, 1995 PRUDENTIAL GOVERNMENT SECURITIES TRUST
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Money Short- U.S. Treasury
Market Intermediate Money
Net Investment Income Series Term Series Market Series
<S> <C> <C> <C>
----------- ------------ -------------
Income
Interest................................................................. $35,446,030 $$13,976,899 $ 19,441,897
Income from securities lending........................................... -- 216,951 --
----------- ------------ -------------
35,446,030 14,193,850 19,441,897
----------- ------------ -------------
Expenses
Management fee........................................................... 2,390,395 838,085 1,381,478
Distribution fee......................................................... 746,998 419,803 431,712
Transfer agent's fees and expenses....................................... 1,159,000 285,000 121,000
Custodian's fees and expenses............................................ 110,000 102,000 37,000
Registration fees........................................................ 100,000 65,000 50,000
Reports to shareholders.................................................. 95,000 155,000 49,000
Audit fee................................................................ 42,000 39,000 39,000
Trustees' fees........................................................... 12,000 12,000 12,000
Insurance expense........................................................ 20,000 8,000 10,200
Legal fees............................................................... 7,000 63,000 5,000
Amortization of deferred organization expenses........................... -- -- 7,900
Miscellaneous............................................................ 4,381 7,051 2,875
----------- ------------ -------------
Total expenses........................................................ 4,686,774 1,993,939 2,147,165
----------- ------------ -------------
Net investment income....................................................... 30,759,256 12,199,911 17,294,732
----------- ------------ -------------
Realized and Unrealized Gain on Investments
Net realized gain on investment transactions................................ 39,057 7,255,112 251,743
Net change in unrealized appreciation of investments........................ -- 5,231,521 --
----------- ------------ -------------
Net gain on investments..................................................... 39,057 12,486,633 251,743
----------- ------------ -------------
Net Increase in Net Assets Resulting from Operations........................ $30,798,313 $ 24,686,544 $ 17,546,475
----------- ------------ -------------
----------- ------------ -------------
</TABLE>

- -------------------------------------------------------------------------------

See Notes to Financial Statements.

B-36

<PAGE>

Statement of Changes in Net Assets PRUDENTIAL GOVERNMENT SECURITIES TRUST
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Short- U.S. Treasury
Money Market Intermediate Money Market
Series Term Series Series
------------------------------- ------------------------------- -------------------------------
Increase (Decrease) Year ended November 30,
---------------------------------------------------------------------------------------------------
in Net Assets 1995 1994 1995 1994 1995 1994
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Operations
Net investment income.... $ 30,759,256 $ 23,366,223 $ 12,199,911 $ 16,852,611 $ 17,294,732 $ 9,891,712
Net realized gain (loss)
on investment
transactions.......... 39,057 84,741 7,255,112 (15,205,293) 251,743 55,159
Net change in unrealized
appreciation/depreciation
of investments........ -- -- 5,231,521 (10,351,690) -- --
-------------- -------------- -------------- -------------- -------------- --------------
Net increase (decrease)
in net assets
resulting from
operations............ 30,798,313 23,450,964 24,686,544 (8,704,372) 17,546,475 9,946,871
-------------- -------------- -------------- -------------- -------------- --------------
Net equalization debits..... -- -- (413,787) (3,335) -- --
-------------- -------------- -------------- -------------- -------------- --------------
Dividends and distributions
to shareholders:
Dividends to
shareholders.......... (30,798,313) (23,450,964) (11,844,750) (16,669,920) (17,546,475) (9,946,871)
Tax return of capital
distribution to
shareholders.......... -- -- -- (3,852,402) -- --
-------------- -------------- -------------- -------------- -------------- --------------
Total dividends and
distributions to
shareholders............. (30,798,313) (23,450,964) (11,844,750) (20,522,322) (17,546,475) (9,946,871)
-------------- -------------- -------------- -------------- -------------- --------------
Series share transactions(a)
Net proceeds from shares
subscribed............ 1,668,939,755 1,978,695,920 40,102,462(b) 86,065,731 2,801,540,919 1,582,592,660
Net asset value of shares
issued to shareholders
in reinvestment of
dividends and
distributions......... 29,404,107 22,318,739 7,611,953 14,086,719 15,973,007 9,338,121
Cost of shares
reacquired............ (1,737,493,726) (2,283,173,810) (89,126,093) (176,886,461) (2,772,163,839) (1,582,924,124)
-------------- -------------- -------------- -------------- -------------- --------------
Net increase (decrease)
in net assets from
Series share
transactions.......... (39,149,864) (282,159,151) (41,411,678) (76,734,011) 45,350,087 9,006,657
-------------- -------------- -------------- -------------- -------------- --------------
Total increase (decrease)... (39,149,864) (282,159,151) (28,983,671) (105,964,040) 45,350,087 9,006,657
Net Assets
Beginning of year........... 637,343,447 919,502,598 241,980,107 347,944,147 293,984,247 284,977,590
-------------- -------------- -------------- -------------- -------------- --------------
End of year................. $ 598,193,583 $ 637,343,447 $ 212,996,436 $ 241,980,107 $ 339,334,334 $ 293,984,247
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

- ---------------
(a) At $1.00 per share for the Money Market Series and the U.S. Treasury Money
Market Series.
(b) Includes proceeds of $28,023,926 from the acquisition of the Prudential
Adjustable Rate Securities Fund, Inc.
- -------------------------------------------------------------------------------

See Notes to Financial Statements.

B-37

<PAGE>

Notes to Financial Statements PRUDENTIAL GOVERNMENT SECURITIES TRUST
- -------------------------------------------------------------------------------
Prudential Government Securities Trust (the ``Fund'') is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. The Fund consists of three series--the Money Market Series, the
Short-Intermediate Term Series (formerly the Intermediate Term Series) and the
U.S. Treasury Money Market Series; the monies of each series are invested in
separate, independently managed portfolios.
- ------------------------------------------------------------
Note 1. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.
Securities Valuations: The Money Market Series and U.S. Treasury Money Market
Series value portfolio securities at amortized cost, which approximates market
value. The amortized cost method of valuation involves valuing a security at its
cost on the date of purchase and thereafter assuming a constant amortization to
maturity of any discount or premium.
For the Short-Intermediate Term Series, the Trustees have authorized the use of
an independent pricing service to determine valuations. The pricing service
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities in arriving at
securities valuations. When market quotations are not readily available, a
security is valued by appraisal at its fair value as determined in good faith
under procedures established under the general supervision and responsibility of
the Trustees. Short-term securities which mature in more than 60 days are valued
at current market quotations. Short-term securities which mature in 60 days or
less are valued at amortized cost.
In connection with transactions in repurchase agreements, the Fund's custodian
or designated subcustodians, as the case may be under triparty repurchase
agreements, takes possession of the underlying collateral securities, the value
of which exceeds the principal amount of the repurchase transaction, including
accrued interest. If the seller defaults and the value of the collateral
declines or if bankruptcy proceedings are commenced with respect to the seller
of the security, realization of the collateral by the Fund may be delayed or
limited.
Securities Lending: The Short-Intermediate Term Series may lend its U.S.
Government securities to broker-dealers or government securities dealers. The
Fund's policy is to receive collateral on each loan at least equal, at all
times, to the market value of the securities loaned. The Series may bear the
risk of delay in recovery of, or even loss of rights in, the collateral should
the borrower of the securities fail financially. The Series receives
compensation for lending its securities in the form of fees or it retains a
portion of interest on the investment of any cash received as collateral. The
Series also continues to receive interest on the securities loaned, and any gain
or loss in the market price of the securities loaned that may occur during the
term of the loan will be for the account of the Series.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of portfolio
securities are calculated on the identified cost basis. Interest income is
recorded on the accrual basis. The Money Market and the U.S. Treasury Money
Market Series' amortize discounts and premiums on purchases of portfolio
securities as adjustments to income. For the Short-Intermediate Term Series,
gains or losses resulting from discounts or premiums on purchased securities are
treated as capital gains or losses when realized upon disposal.
Dollar Rolls: The Short-Intermediate Term Series enters into dollar roll
transactions in which the Series sells securities for delivery in the current
month, realizing a gain or loss, and simultaneously contracts to repurchase
somewhat similar (same type, coupon and maturity) securities on a specified
future date. During the roll period the Short-Intermediate Term Series forgoes
principal and interest paid on the securities. The Series is compensated by the
interest earned on the cash proceeds of the initial sale and by the lower
repurchase price at the future date. The difference between the sale proceeds
and the lower repurchase price is taken into income. The Short-Intermediate Term
Series maintains a segregated account, the dollar value of which is equal to its
obligations in respect of dollar rolls. There were no dollar rolls outstanding
as of November 30, 1995.
Federal Income Taxes: For federal income tax purposes, each series of the Fund
is treated as a separate taxable entity. It is each Series' policy to continue
to meet the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable net income to its
shareholders. Therefore, no federal income tax provision is required.
Equalization: The Short-Intermediate Term Series follows the accounting practice
known as equalization by which a portion of the proceeds from sales and costs of
reacquisitions of its shares, equivalent on a per share basis to the amount of
distributable net investment income on the date of the transaction, is credited
or charged to undistributed net investment income. As a result, undistributed
net investment income per share is unaffected by sales or reacquisitions of the
shares.
Reclassification of Capital Accounts: The Fund accounts and reports for
distributions to shareholders in accordance with A.I.C.P.A. Statement of
Position 93-2: Determination, Disclosure, and Financial Statement Presentation
of Income, Capital Gain, and Return of Capital Distributions by Investment
Companies. For the Short-Intermediate Term Series, the
- -------------------------------------------------------------------------------

B-38

<PAGE>

Notes to Financial Statements PRUDENTIAL GOVERNMENT SECURITIES TRUST
- -------------------------------------------------------------------------------
effect of applying this statement was to increase undistributed net investment
income by $116,167 for market discount recognized on securities sold, decrease
accumulated net realized losses by $21,796,567, and decrease paid-in capital in
excess of par by $21,912,734. The reduction in accumulated net realized losses
was due to the expiration of a portion of the capital loss carryforward. Current
year net investment income, net realized losses and net assets were not affected
by this change.
Deferred Organization Expenses: Approximately $49,000 of expenses were incurred
in connection with the organization and initial registration of the U.S.
Treasury Series and such amount was deferred and amortized over a period of 60
months ending December, 1995.
Dividends and Distributions: The Money Market Series and U.S. Treasury Money
Market Series declare daily dividends from net investment income and net
short-term capital gains and losses. Dividends are paid monthly.
The Short-Intermediate Term Series declares dividends from net investment income
daily; payment of dividends is made monthly. Distributions of net capital gains,
if any, are made annually.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.
The management fee paid to PMF is computed daily and payable monthly, at an
annual rate of .40 of 1% of the average daily net assets of the
Short-Intermediate Term Series and the U.S. Treasury Money Market Series. With
respect to the Money Market Series, the management fee is payable as follows:
.40 of 1% of average daily net assets up to $1 billion, .375 of 1% of average
daily net assets between $1 billion and $1.5 billion and .35 of 1% in excess of
$1.5 billion.
The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the shares of the Money
Market Series and the U.S. Treasury Money Market Series through January 1, 1996.
Effective January 2, 1996, Prudential Securities Incorporated (``PSI'') assumed
these responsibilities. The Fund compensates the distributors for distributing
and servicing each of the series' shares, pursuant to plans of distribution,
regardless of expenses actually incurred by them. The distribution fees are
accrued daily and payable monthly at an annual rate of .125% of each of the
series' average daily net assets. The distributors pay various broker-dealers
for account servicing fees and for the expenses incurred by such broker-dealers.
The Fund compensates PSI for its expenses as distributor of the
Short-Intermediate Term Series. The Short-Intermediate Term Series entered into
a distribution agreement and a plan of distribution pursuant to which it pays
PSI a fee, accrued daily and payable monthly, at an annual rate of .25 of 1% of
the lesser of (a) the aggregate sales of shares issued (not including
reinvestment of dividends and distributions) on or after July 1, 1985 (the
effective date of the plan) less the aggregate net asset value of any such
shares redeemed, or (b) the average net asset value of the shares issued after
the effective date of the plan. Distribution expenses include commission credits
to PSI branch offices for payments of commissions and account servicing fees to
financial advisers and an allocation on account of overhead and other
distribution-related expenses, the cost of printing and mailing prospectuses to
potential investors and of advertising incurred in connection with the
distribution of series shares. In addition, PSI pays other broker-dealers,
including Pruco, an affiliated broker-dealer, for account servicing fees and
other expenses incurred by such broker-dealers in distributing these shares.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are (indirect)
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended November 30,
1995, the Fund incurred fees of approximately $986,000, $211,000, and $108,000,
respectively, for the Money Market Series, Short-Intermediate Term Series, and
U.S. Treasury Money Market Series. Transfer agent fees and expenses in the
Statement of Operations includes certain out-of-pocket expenses paid to
non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of portfolio securities other than short-term investments,
for the Short-Intermediate Term Series for the year ended November 30, 1995 were
$436,116,097 and $465,020,126, respectively.
- -------------------------------------------------------------------------------

B-39

<PAGE>

Notes to Financial Statements PRUDENTIAL GOVERNMENT SECURITIES TRUST
- -------------------------------------------------------------------------------
For the Short-Intermediate Term Series, the cost basis of investments for
federal income tax purposes was substantially the same as for reporting purposes
and, accordingly, as of November 30, 1995, net unrealized appreciation of
investments for federal income tax purposes was $1,630,323 (gross urealized
appreciation $2,224,711; gross unrealized depreciation--$594,388).
For federal income tax purposes, the Short-Intermediate Term Series has a
capital loss carryforward as of November 30, 1995 of approximately $53,834,000
of which $11,426,000 expires in 1996, $19,180,000 expires in 1997, $6,864,000
expires in 1998, $4,746,000 expires in 1999, $235,000 expires in 2001, and
$11,383,000 expires in 2002. Such carryforward amount is after realization of
approximately $3,260,000 in net taxable gains recognized during the fiscal year
ended November 30, 1995. Accordingly, no capital gains distribution is expected
to be paid to shareholders until net gains have been realized in excess of such
carryforward. During the fiscal year ended November 30, 1995, approximately
$21,913,000 of the capital loss carryforward expired unused.
- ------------------------------------------------------------
Note 5. Joint Repurchase Agreement Account
The Fund, along with other affiliated registered investment companies, transfers
uninvested cash balances into a single joint account, the daily aggregate
balance of which is invested in one or more repurchase agreements collateralized
by U.S. Treasury or federal agency obligations. As of November 30, 1995, the
Short-Intermediate Term Series had a 1.09% undivided interest in the repurchase
agreements in the joint account. This undivided interest represented $11,398,000
in principal amount. As of such date, the repurchase agreements in the joint
account and the value of the collateral therefor were as follows:
Bear, Stearns & Co., 5.90%, in the principal amount of $295,000,000, repurchase
price $295,048,347, due 12/1/95. The value of the collateral including accrued
interest was $301,169,389.
CS First Boston Corp., 5.91%, in the principal amount of $185,000,000,
repurchase price $185,030,371, due 12/1/95. The value of the collateral
including accrued interest was $188,765,433.
Goldman, Sachs & Co., 5.90%, in the principal amount of $160,025,000, repurchase
price $160,051,226, due 12/1/95. The value of the collateral including accrued
interest was $163,225,834.
Merrill Lynch, Pierce, Fenner & Smith, Inc., 5.89%, in the principal amount of
$35,000,000, repurchase price $35,005,726, due 12/1/95. The value of the
collateral including accrued interest was $35,700,962.
Sanwa Bank Limited, 5.90%, in the principal amount of $75,000,000, repurchase
price $75,012,292, due 12/1/95. The value of the collateral including accrued
interest was $76,500,873.
Smith Barney, Inc., 5.89%, in the principal amount of $295,000,000, repurchase
price $295,048,265, due 12/1/95. The value of the collateral including accrued
interest was $300,900,696.
- ------------------------------------------------------------
Note 6. Capital
Each series has authorized an unlimited number of shares of beneficial interest
at $.01 par value. Transactions in shares of beneficial interest for the
Intermediate Term Series for the fiscal years ended November 30, 1995 and 1994
were as follows:

<TABLE>
<CAPTION>
Year ended November 30,
--------------------------
1995 1994
---------- ------------
<S> <C> <C>
Shares sold.................. 4,167,583 * 8,712,001
Shares issued in reinvestment
of dividends and
distributions.............. 809,302 1,465,698
Shares reacquired............ (9,498,358) (18,375,629)
---------- ------------
Net decrease................. (4,521,473) (8,197,930)
---------- ------------
---------- ------------
</TABLE>

* Includes 2,889,065 shares issued for the acquisition of the Prudential
Adjustable Rate Securities Fund, Inc.
- ------------------------------------------------------------
Note 7. Acquisition of Prudential Adjustable Rate Securities Fund
On November 24, 1995, the Short-Intermediate Term Series (``the Series'')
acquired all the net assets of Prudential Adjustable Rate Securities Fund, Inc.
(``Adjustable Rate'') pursuant to a plan of reorganization approved by
Adjustable Rate shareholders on May 4, 1995. The acquisition was accomplished by
a tax-free exchange of 2,889,065 shares of the Series (consisting of 2,886,329
shares of the Series for 2,918,596 Class A shares of Adjustable Rate and 2,736
shares of the Series for 2,757 Class B shares of Adjustable Rate) valued at
$28,023,926 in the aggregate on November 24, 1995. The aggregate net assets of
the Series and Adjustable Rate immediately before the acquisition were
$184,719,629 and $28,023,926 (including $10,208 of net unrealized depreciation),
respectively.
- -------------------------------------------------------------------------------

B-40

<PAGE>

PRUDENTIAL GOVERNMENT SECURITIES TRUST
Financial Highlights MONEY MARKET SERIES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended November 30,
----------------------------------------------------------------
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
-------- -------- -------- ---------- ----------
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
year......................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income.......... 0.052 0.033 0.026 0.035 0.058
Dividends from net investment
income....................... (0.052) (0.033) (0.026) (0.035) (0.058)
-------- -------- -------- ---------- ----------
Net asset value, end of year... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- ---------- ----------
-------- -------- -------- ---------- ----------
TOTAL RETURN(a):............... 5.20% 3.29% 2.62% 3.57% 5.96%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year
(000)........................ $598,194 $637,343 $919,503 $1,026,187 $1,212,836
Average net assets (000)....... $597,599 $732,867 $950,988 $1,113,759 $1,255,014
Ratios to average net assets:
Expenses, including
distribution fees........ 0.78% 0.77% 0.72% 0.72% 0.65%
Expenses, excluding
distribution fees........ 0.65% 0.64% 0.59% 0.60% 0.53%
Net investment income....... 5.15% 3.19% 2.56% 3.42% 5.78%
</TABLE>

- -------------------------------------------------------------------------------

See Notes to Financial Statements.

B-41

<PAGE>

PRUDENTIAL GOVERNMENT SECURITIES TRUST
Financial Highlights SHORT-INTERMEDIATE TERM SERIES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended November 30,
----------------------------------------------------------------
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
-------- -------- -------- ---------- ----------
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
year......................... $ 9.17 $ 10.06 $ 9.97 $ 10.00 $ 9.71
-------- -------- -------- ---------- ----------
Income from investment
operations
Net investment income.......... 0.56 0.64 0.69 0.75 0.82
Net realized and unrealized
gain (loss) on investment
transactions................. 0.55 (0.89) 0.11 (0.03) 0.31
-------- -------- -------- ---------- ----------
Total from investment
operations............... 1.11 (0.25) 0.80 0.72 1.13
-------- -------- -------- ---------- ----------
Less distributions
Dividends from net investment
income....................... (0.54) (0.52) (0.69) (0.75) (0.84)
Tax return of capital
distribution................. -- (0.12) (0.02) -- --
-------- -------- -------- ---------- ----------
Total distributions............ (0.54) (0.64) (0.71) (0.75) (0.84)
-------- -------- -------- ---------- ----------
Net asset value, end of year... $ 9.74 $ 9.17 $ 10.06 $ 9.97 $ 10.00
-------- -------- -------- ---------- ----------
-------- -------- -------- ---------- ----------
TOTAL RETURN(a):............... 12.37% (2.58)% 8.26% 7.40% 12.19%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year
(000)........................ $212,996 $241,980 $347,944 $ 303,451 $ 298,086
Average net assets (000)....... $209,521 $307,382 $321,538 $ 294,388 $ 301,643
Ratios to average net assets:
Expenses, including
distribution fees........ 0.95% 0.84% 0.80% 0.79% 0.79%
Expenses, excluding
distribution fees........ 0.75% 0.63% 0.59% 0.58% 0.63%
Net investment income....... 5.82% 5.48% 6.80% 7.47% 8.36%
Portfolio turnover rate........ 217% 431% 44% 60% 151%
</TABLE>

- ---------------
(a) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each period reported and includes
reinvestment of dividends and distributions.
- -------------------------------------------------------------------------------

See Notes to Financial Statements.

B-42

<PAGE>

PRUDENTIAL GOVERNMENT SECURITIES TRUST
Financial Highlights U.S. TREASURY MONEY MARKET SERIES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 3,
1990(d)
Year Ended November 30, Through
----------------------------------------------- November 30,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
-------- -------- -------- -------- ------------
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
period....................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income.......... 0.050 0.033 0.025 0.034 0.057(c)
Dividends from net investment
income....................... (0.050) (0.033) (0.025) (0.034) (0.057)
-------- -------- -------- -------- ------------
Net asset value, end of
period....................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- ------------
-------- -------- -------- -------- ------------
TOTAL RETURN(a)................ 5.08% 3.31% 2.54% 3.46% 5.84%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000)........................ $339,334 $293,984 $284,978 $233,600 $288,922
Average net assets (000)....... $345,369 $308,454 $273,313 $263,459 $273,203
Ratios to average net assets:
Expenses, including
distribution fees........ 0.62% 0.62% 0.66% 0.66% 0.50%(b)/(c)
Expenses, excluding
distribution fees........ 0.50% 0.50% 0.53% 0.54% 0.38%(b)/(c)
Net investment income....... 5.01% 3.21% 2.49% 3.29% 5.74%(b)/(c)
</TABLE>

- ---------------
(a) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each period reported and includes
reinvestment of dividends and distributions. Total return for a period of
less than one year is not annualized.
(b) Annualized.
(c) Net of expense subsidy.
(d) Commencement of investment operations.

- -------------------------------------------------------------------------------

See Notes to Financial Statements.

B-43

<PAGE>

Report of Independent Accountants PRUDENTIAL GOVERNMENT SECURITIES TRUST
- -------------------------------------------------------------------------------
To the Shareholders and Trustees of
Prudential Government Securities Trust:
In our opinion, the accompanying statement of assets and liabilities, including
the portfolios of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Money Market Series,
Short-Intermediate Term Series and U.S. Treasury Money Market Series
(constituting Prudential Government Securities Trust, hereafter referred to as
the ``Fund'') at November 30, 1995, the results of each of their operations for
the year then ended, the changes in each of their net assets for each of the two
years in the period then ended and the financial highlights for each of the five
years in the period then ended, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as ``financial statements'') are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at November 30, 1995 by correspondence with the
custodian and brokers and the application of alternative auditing procedures
where confirmations from brokers were not received, provide a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
January 24, 1996
- -------------------------------------------------------------------------------

B-44

<PAGE>

APPENDIX A
GENERAL INVESTMENT INFORMATION

The following terms are used in mutual fund investing.

Asset Allocation

Asset allocation is a technique for reducing risk and providing balance.
Asset allocation among different types of securities within an overall
investment portfolio helps to reduce risk and to potentially provide stable
returns, while enabling investors to work toward their financial goal (s). Asset
allocation is also a strategy to gain exposure to better performing asset
classes while maintaining investment in other asset classes.

Diversification

Diversification is a time-honored technique for reducing risk, providing
"balance" to an overall portfolio and potentially achieving more stable returns.
Owning a portfolio of securities mitigates the individual risks (and returns) of
any one security. Additionally, diversification among types of securities
reduces the risks (and general returns) of any one type of security.

Duration

Debt securities have varying levels of sensitivity to interest rates. As
interest rates fluctuate, the value of a bond (or a bond portfolio) will
increase or decrease. Longer term bonds are generally more sensitive to changes
in interest rates. When interest rates fall, bond prices generally rise.
Conversely, when interest rates rise, bond prices generally fall.

Duration is an approximation of the price sensitivity of a bond (or a bond
portfolio) to interest rate changes. It measures the weighted average maturity
of a bond's (or a bond portfolio's) cash flows, i.e., principal and interest
rate payments. Duration is expressed as a measure of time in years-the longer
the duration of a bond (or a bond portfolio), the greater the impact of interest
rate changes on the bond's (or the bond portfolio's) price. Duration differs
from effective maturity in that duration takes into account call provisions,
coupon rates and other factors. Duration measures interest rate risk only and
not other risks, such as credit risk and, in the case of non-U.S. dollar
denominated securities, currency risk. Effective maturity measures the final
maturity dates of a bond (or a bond portfolio).

Market Timing

Market timing-buying securities when prices are low and selling them when
prices are relatively higher-may not work for many investors because it is
impossible to predict with certainty how the price of a security will fluctuate.
However, owning a security for a long period of time may help investors off-set
short-term price volatility and realize positive returns.

Power of Compounding

Over time, the compounding of returns can significantly impact investment
returns. Compounding is the effect of continuous investment on long-term
investment results, by which the proceeds of capital appreciation (and income
distributions, if elected) are reinvested to contribute to the overall growth of
assets. The long-term investment results of compounding may be greater than that
of an equivalent initial investment in which the proceeds of capital
appreciation and income distributions are taken in cash.

A-1
<PAGE>

APPENDIX B
HISTORICAL PERFORMANCE DATA

The historical performance data contained in this Appendix relies on data
obtained from statistical services, reports and other services believed by the
Manager to be reliable. The information has not been independently verified by
the Manager.

This chart shows the long-term performance of various asset classes and the
rate of inflation.

CHART

Source: Stocks, Bonds, Bills and Inflation 1995 Yearbook, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex A. Sinquefield).
Used with permission. All rights reserved. This chart is for illustrative
purposes only and is not indicative of the past, present, or future performance
of any asset class or any Prudential Mutual Fund.

Generally, stock returns are attributable to capital appreciation and the
reinvestment of distributions. Bond returns are attributable mainly to the
reinvestment of distributions. Also, stock prices are usually more volatile than
bond prices over the long-term.

Small stock returns for 1926-1989 are those of stocks comprising the 5th
quintile of the New York Stock Exchange. Thereafter, returns are those of the
Dimensional Fund Advisors (DFA) Small Company Fund. Common stock returns are
based on the S&P Composite Index, a market-weighted, unmanaged index of 500
stocks (currently) in a variety of industries. It is often used as a broad
measure of stock market performance.

Long-term government bond returns are represented by a portfolio that contains
only one bond with a maturity of roughly 20 years. At the beginning of each year
a new bond with a then-current coupon replaces the old bond. Treasury bill
returns are for a one-month bill. Treasuries are guaranteed by the government as
to the timely payment of principal and interest; equities are not. Inflation by
the consumer price index (CPI).

B-1
<PAGE>

Set forth below is historical performance data relating to various sectors
of the fixed-income securities markets. The chart shows the historical total
returns of U.S. Treasury bonds, U.S. mortgage securities, U.S. corporate bonds,
U.S. high yield bonds and world government bonds on an annual basis from 1987 to
September 1995. The total returns of the indices include accrued interest, plus
the price changes (gains or losses) of the underlying securities during the
period mentioned. The data is provided to illustrate the varying historical
total returns and investors should not consider this performance data as an
indication of the future performance of the Trust or of any sector in which the
Trust invests.

All information relies on data obtained from statistical services, reports
and other services believed by the Manager to be reliable. Such information has
not been verified. The figures do not reflect the operating expenses and fees of
a mutual fund. See "Trust Expenses" in the prospectus. The net effect of the
deduction of the operating expenses of a mutual fund on the historical total
returns, including the compounded effect over time, could be substantial.

Historical Total Returns of Different Bond Market Sectors
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------
YTD
'87 '88 '89 '90 '91 '92 '93 '94 9/95
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Govemment
Treasury
Bonds1 2.0% 7.0% 14.4 % 8.5 % 15.3% 7.2% 10.7% (3.4)% 13.2%
- -------------------------------------------------------------------------------------------------------------------
U.S. Govemment
Mortgage
Securities2 4.3% 8.7% 15.4 % 10.7 % 15.7% 7.0% 6.8% (1.6)% 13.1%
- -------------------------------------------------------------------------------------------------------------------
U.S. Investment Grade
Corporate
Bonds3 2.6% 9.2% 14.1 % 7.1 % 18.5% 8.7% 12.2% (3.9)% 16.5%
- -------------------------------------------------------------------------------------------------------------------
U.S.
High Yield
Corporate
Bonds4 5.0% 12.5% 0.8 % (9.6)% 46.2% 15.8% 17.1% (1.0)% 15.6%
- -------------------------------------------------------------------------------------------------------------------
World
Govemment
Bonds5 35.2% 2.3% (3.4)% 15.3 % 16.2% 4.8% 15.1% 6.0 % 17.1%
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Difference between highest
and lowest return percent 33.2 10.2 18.8 24.9 30.9 11.0 10.3 9.9 4.0
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

1Lehman Brothers Treasury Bond Index is an unmanaged index made up of over 150
public issues of the U.S. Treasury having maturities of at least one year.

2Lehman Brothers Mortgage-Backed Securities Index is an unmanaged index that
includes over 600 15 and 30-year fixed-rate mortgaged-backed securities of the
Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC).

3Lehman Brothers Corporate Bond Index includes over 3,000 public fixed-rate,
nonconvertible investment-grade bonds. All bonds are U.S. dollar-denominated
issues and include debt issued or guaranteed by foreign sovereign governments,
municipalities, governmental agencies or international agencies. All bonds in
the index have maturities of at least one year.

4Lehman Brothers High Yield Bond Index is an unmanaged index comprising over 750
public, fixed-rate, nonconvertible bonds that are rated Ba1 or lower by Moody's
Investors Service (or rated BB+ or lower by Standard & Poor's or Fitch Investors
Service). All bonds in the index have maturities of at least one year.

5Salomon Brothers World Government Index (Non U.S.) includes 800 bonds issued by
various foreign governments or agencies, excluding those in the U.S., but
including those in Japan, Germany, France, the U.K., Canada, Italy, Australia,
Belgium, Denmark, the Netherlands, Spain, Sweden, and Austria. All bonds in the
index have maturities of at least one year.

B-2
<PAGE>

The chart below shows the historical volatility of general interest rates as
measured by the long U.S. Treasury Bond.

[chart]

- -----------
Source: Stocks, Bonds, Bills and Inflation 1995 Yearbook, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex A. Sinquefield).
Used with permission. All rights reserved. This chart illustrates the historical
yield of the long-term U.S. Treasury Bond from 1926-1994. Yields represent that
of an annually renewed one-bond portfolio with a remaining maturity of
approximately 20 years. This chart is for illustrative purposes only and should
not be construed to represent the yields of any Prudential Mutual Fund.

B-3