As filed with the Securities and Exchange Commission on December 21, 1995
Securities Act Registration No. 2-55301
Investment Company Act Registration No. 811-2619
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 31 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 22 [X]
(Check appropriate box or boxes)
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PRUDENTIAL-BACHE MONEYMART ASSETS INC.
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
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Registrant's Telephone Number, Including Area Code: (212) 214-1250
S. Jane Rose, Esq.
One Seaport Plaza
New York, New York 10292
(Name and Address of Agent for Service)
Approximate date of proposed public offering: As soon as practicable after
the effective date of the Registration Statement.
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on March 4, 1996 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
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Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Registrant will file a notice under such Rule for its fiscal year
ending December 31, 1995 on or before February 29, 1996.
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<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
Part A
<S> <C> <C>
Item 1. Cover Page ................................... Cover Page
Item 2. Synopsis ..................................... Fund Expenses
Item 3. Condensed Financial Information .............. Fund Expenses; Financial Highlights;
Calculation of Yield
Item 4. General Description of Registrant ............ Cover Page; How the Fund Invests;
General Information
Item 5. Management of the Fund ....................... Financial Highlights; How the Fund Is
Managed; General Information
Item 6. Capital Stock and Other Securities ........... Taxes, Dividends and Distributions;
General Information
Item 7. Purchase of Securities Being Offered ......... How the Fund is Managed; How the
Fund Values Its Shares
Item 8. Redemption or Repurchase ..................... How the Fund is Managed; General
Information
Item 9. Pending Legal Proceedings .................... Not Applicable
Part B
Item 10. Cover Page ................................... Cover Page
Item 11. Table of Contents ............................ Table of Contents
Item 12. General Information and History .............. General Information and History
Item 13. Investment Objectives and Policies ........... Investment Objective and Policies;
Investment Restrictions
Item 14. Management of the Fund ....................... Directors and Officers; Manager;
Distributor
Item 15. Control Persons and Principal
Holders of Securities ........................ Not Applicable
Item 16. Investment Advisory and Other Services ....... Manager; Distributor; Custodian,
Transfer and Dividend Disbursing
Agent and Independent Accountants
Item 17. Brokerage Allocation and Other Practices ..... Portfolio Transactions
Item 18. Capital Stock and Other Securities ........... Not Applicable
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered .................. Purchase and Redemption of Fund
Shares; Shareholder Investment
Account
Item 20. Tax Status ................................... Taxes
Item 21. Underwriters ................................. Distributor
Item 22. Calculation of Performance Data .............. Calculation of Yield
Item 23. Financial Statements ......................... Financial Statements
</TABLE>
Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment
to the Registration Statement.
<PAGE>
The Prospectuses, as supplemented, are incorporated herein by reference in
their entirety from Post-Effective Amendment No. 30 to Registrant's Registration
Statement (File No. 2-55301) filed on October 31, 1995.
The Statement of Additional Information, as supplemented, is incorporated
herein by reference in its entirety from Post-Effective Amendment No. 30 to
Registration Statement (File No. 2-55301) filed on October 31, 1995.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Financial Statements included in the Prospectus constituting Part A of
this Post-Effective Amendment to the Registration Statement:
Financial Highlights.
(2) Financial Statements included in the Statement of Additional
Information constituting Part B of this Post-Effective Amendment to
the Registration Statement:
Portfolio of Investments as of December 31, 1994 and as of June 30,
1995 (unaudited).
Statement of Assets and Liabilities as of December 31, 1994 and as
of June 30, 1995 (unaudited).
Statement of Operations for the Year Ended December 31, 1994 and for
the six months ended June 30, 1995 (unaudited).
Statement of Changes in Net Assets for the Years Ended December 31,
1994 and 1993 and for the six months ended June 30, 1995 (unaudited).
Notes to Financial Statements
Financial Highlights
Independent Auditors' Report
(b) Exhibits:
1. (a) Articles of Amendment, incorporated by reference to Exhibit No. 1
to Post-Effective Amendment No. 23 to the Registration Statement on
Form N-1A filed on May 1, 1989 (File No. 2-55301). Amendment to
Articles of Incorporation, incorporated by reference to Exhibit No. 1
to Post-Effective Amendment No. 20 to the Registration Statement on
Form N-1A (File No. 2-55301). Articles of Incorporation, incorporated
by reference to Exhibit No. 1 to the Registration Statement and
Post-Effective Amendment No. 1 to the Registration Statement (File No.
2-55301), as amended on Form N-1Q filed on July 29, 1982 (File No.
811-2619).
(b) Articles Supplementary, incorporated by reference to Exhibit No.
1(b) to Post-Effective Amendment No. 24 to the Registration Statement
on Form N-1A filed on March 2, 1990 (File No. 2-55301).
2. By-Laws, incorporated by reference to Exhibit No. 2 to Post-Effective
Amendment No. 29 to the Registration Statement on Form N-1A filed via
EDGAR on February 24, 1995 (File No. 2-55301).
4. (a) Form of stock certificate, incorporated by reference to Exhibit
No. 4 to Post-Effective Amendment No. 22 to the Registration Statement
on Form N-1A filed on February 29, 1988 (File No. 2-55301).
(b) Instruments defining rights of shareholders incorporated by
reference to Exhibits 1(a), 1(b) and 2 to Post-Effective Amendment No.
28 to this Registration Statement on Form N-1A filed on February 17,
1993 (File No. 2-55301).
5. (a) Management Agreement between the Registrant and Prudential Mutual
Fund Management, Inc., incorporated by reference to Exhibit No. 5(a)
to Post-Effective Amendment No. 23 to the Registration Statement on
Form N-1A filed on May 1, 1989 (File No. 2-55301).
(b) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation, incorporated by
reference to Exhibit No. 5(b) to Post-Effective Amendment No. 23 to
the Registration Statement on Form N-1A filed on May 1, 1989 (File No.
2-55301).
6. (a) Distribution Agreement between the Registrant and Prudential
Mutual Fund Distributors, Inc., incorporated by reference to Exhibit
No. 6 to Post-Effective Amendment No. 23 to the Registration Statement
on Form N-1A filed on May 1, 1989 (File No. 2-55301).
(b) Amended and Restated Distribution Agreement between the Registrant
and Prudential Mutual Fund Distributors, Inc., incorporated by
reference to Exhibit No. 6(b) to Post-Effective Amendment No. 28 to
the Registration Statement on Form N-1A filed on February 17, 1994
(File No. 2-55301).
C-1
<PAGE>
(c) Form of Distribution Agreement for Class Z shares, incorporated by
reference to Exhibit No. 6(c) to Post-Effective Amendment No. 30 to
the Registration Statement on Form N-1A filed via EDGAR on October 31,
1995 (File No. 2-55301).
8. Custodian Contract with State Street Bank and Trust Company,
incorporated by reference to Exhibit No. 8 to Post-Effective Amendment
No. 25 to the Registration Statement on Form N-1A filed on April 12,
1991 (File No. 2-55301).
9. Transfer Agency and Service Agreement, incorporated by reference to
Exhibit No. 9(a) to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A filed on February 29, 1988 (File
No. 2-55301).
10. (a) Opinion of Gardner, Carton & Douglas, incorporated by reference to
Exhibit No. 3(b) to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A (File No. 2-55301).
(b) Opinion of Gardner, Carton & Douglas, incorporated by reference to
Exhibit No. 10(b) to Post-Effective Amendment No. 27 to the
Registration Statement on Form N-1A filed on February 25, 1993
(File No. 2-55301).
(c) Opinion of Gardner, Carton & Douglas, incorporated by reference to
Post-Effective Amendment No. 29 to the Registration Statement on Form
N-1A filed via EDGAR on February 24, 1995 (File No. 2-55301).
11. Consent of Independent Accountants.*
15. (a) Plan of Distribution, incorporated by reference to Exhibit No. 15
to Post-Effective Amendment No. 23 to the Registration Statement on
Form N-1A filed on May 1, 1989 (File No. 2-55301).
(b) Distribution and Service Plan between the Registrant and
Prudential Mutual Fund Distributors, Inc., incorporated by reference
to Exhibit 15(b) to Post-Effective Amendment No. 28 on Form N-1A filed
on February 17, 1994 (File No. 2-55301).
17. Financial Data Schedule, filed as Exhibit No. 17 to Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed via
EDGAR on October 31, 1995 (File No. 2-55301).
18. Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to
Post-Effective Amendment No. 30 to the Registration Statement on Form
N-1A filed via EDGAR on October 31, 1995 (File No. 2-55301).
- ------------
*Filed herewith.
Item 25. Persons Controlled by or under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
As of December 1, 1995, there were 1,120,547 record holders of common
stock, $.10 par value per share.
Item 27. Indemnification.
As permitted by Sections 17(h) and 17(i) of the Investment Company Act of
1940 ("Investment Company Act") and pursuant to Article X of the Registrant's
By-Laws (Exhibit 2 to the Registration Statement) and Section 2-418 of the
Maryland General Corporation Law, officers, directors, employees and agents of
the Registrant may be indemnified against certain liabilities in connection with
the Registrant except liabilities arising from misfeasance, bad faith, gross
negligence or reckless disregard in the conduct of their respective duties. As
permitted by Section 17(i) of the Investment Company Act, pursuant to Section 9
of the Distribution Agreement (Exhibit 6 to the Registration Statement),
Prudential Mutual Fund Distributors, Inc., as Distributor of the Fund, may be
indemnified against certain liabilities it may incur. Such Article X of the
By-Laws and Section 9 of the Distribution Agreement are hereby incorporated by
reference in their entirety.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant and the principal underwriter pursuant to
the foregoing provisions or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission (the "Commission") such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
and the principal underwriter in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person or the principal underwriter in connection with
the shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Section 8 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) limits the liability of Prudential Mutual Fund Management, Inc.
("PMF") to losses resulting from a breach of fiduciary duty with respect to the
receipt of compensation
C-2
<PAGE>
for services (in which case any award of damages shall be limited to the period
and the amount set forth in Section 36(b)(3) of the Investment Company Act) or
losses resulting from willful misfeasance, bad faith or gross negligence in the
performance of its duties or from reckless disregard by PMF of its obligations
and duties under the Management Agreement. Section 4 of the Subadvisory
Agreement (Exhibit 5(b) to the Registration Statement) limits the liability of
The Prudential Investment Corporation ("PIC") to losses resulting from willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
from reckless disregard by PIC of its obligations and duties under the
Subadvisory Agreement.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws in a manner consistent with Release No. 11330 of the
Commission under the Investment Company Act so long as the interpretation of
Sections 17(h) and 17(i) of such Act remain in effect and are consistently
applied.
The Registrant maintains an insurance policy insuring its officers and
directors against certain liabilities and certain costs of defending claims
against such officers and directors, to the extent such officers and directors
are not found to have committed conduct constituting conflict of interest,
intentional non-compliance with statutes or regulations or dishonesty,
fraudulent or criminal acts or omissions. The insurance policy also insures the
Registrant against the costs of indemnification payments to officers and
directors under certain circumstances.
Item 28. Business and other Connections of Investment Adviser
(a) Prudential Mutual Fund Management, Inc.
See "Manager" in the Statement of Additional Information.
The business and other connections of PMF directors and officers are listed
in Schedules A and D of Form ADV of PMF as currently on file with the
Commission, the text of which is hereby incorporated by reference (File No.
801-31104, filed on March 30, 1995).
The business and other connections of the directors and officers of PMF are
set forth below. Except as otherwise indicated, the address of each person is
One Seaport Plaza, New York, NY 10292.
<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
Brendan D. Boyle Executive Vice President, Executive Vice President, Director of Marketing and
Director of Marketing and Director, PMF; Senior Vice President, Prudential Securities
Director Incorporated (Prudential Securities); Chairman and Director
of Prudential Mutual Fund Distributors, Inc. (PMFD)
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities; Vice President, PMFD
Frank W. Giordano Executive Vice President, Executive Vice President, General Counsel, Secretary and
General Counsel, Director, PMF and PMFD; Senior Vice President, Prudential
Secretary and Director Securities; Director, Prudential Mutual Fund Services, Inc.
(PMFS)
Robert F. Gunia Executive Vice President, Executive Vice President, Chief Financial and Administrative
Chief Financial and Officer, Treasurer and Director, PMF; Senior Vice President,
Administrative Officer, Prudential Securities; Executive Vice President, Chief
Treasurer and Director Financial Officer,Treasurer and Director, PMFD; Director,
PMFS
Theresa A. Hamacher Director Director, PMF; Vice President, The Prudential Insurance
Prudential Plaza Company of America (Prudential); Vice President, The
Newark, NJ 07102 Prudential Investment Corporation (PIC)
Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating Officer
Raritan Plaza One and Director, PMFD; Chief Executive Officer and Director,
Edison, NJ 08837 PMFS; Director, PMF
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
Richard A. Redeker President, Chief Executive President, Chief Executive Officer and Director, PMF;
Officer and Director Executive Vice President, Director and Member of Operating
Committee, Prudential Securities; Director, Prudential
Securities Group, Inc. (PSG); Executive Vice President, PIC;
Director, PMFD; Director, PMFS
S. Jane Rose Senior Vice President, Senior Vice President, Senior Counsel and Assistant
Senior Counsel and Assistant Secretary, PMF; Senior Vice President and Senior Counsel,
Secretary Prudential Securities
</TABLE>
(b) The Prudential Investment Corporation (PIC)
See "How the Fund is Managed--Manager" in the Prospectus constituting Part
A of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.
The business and other connections of PIC's directors and executive
officers are as set forth below. Except as otherwise indicated, the address of
each person is Prudential Plaza, Newark, NJ 07102.
<TABLE>
<CAPTION>
Name and Address Position with PIC Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President and Senior Vice President, Prudential; Senior Vice President and
51 JFK Parkway Director Director, PIC
Short Hills, NJ 07078
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director,
PMF
Harry E. Knapp, Jr. President, Chairman of the President, Chairman of the Board, Director and Chief
Board, Director and Chief Executive Officer, PIC; Vice President, Prudential
Executive Officer
William P. Link Senior Vice President Executive Vice President, Prudential;
Four Gateway Center Senior Vice President, PIC
Newark, NJ 07102
Richard A. Redeker Executive Vice President President, Chief Executive Officer and Director, PMF;
Executive Vice President, Director and Member of Operating
Committee, Prudential Securities; Director, PSG; Executive
Vice President, PIC; Director, PMFD; Director, PMFS
Eric A. Simonson Vice President and Director Vice President and Director, PIC; Executive Vice President,
Prudential
Claude J. Zinngrabe, Jr. Executive Vice President Vice President, Prudential; Executive Vice President, PIC
</TABLE>
Item 29. Principal Underwriters
(i) Prudential Mutual Fund Distributors, Inc.
Prudential Mutual Fund Distributors, Inc. is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential Institutional Liquidity Portfolio, Inc., Prudential-Bache
MoneyMart Assets Inc. (d/b/a/ Prudential MoneyMart Assets), Prudential Municipal
Series Fund (Connecticut Money Market Series, Massachusetts Money Market Series,
New York Money Market Series and New Jersey Money Market Series),
Prudential-Bache Special Money Market Fund, Inc. (d/b/a Prudential Special Money
Market Fund), Prudential-Bache Tax-Free
C-4
<PAGE>
Money Fund, Inc. (d/b/a Prudential Tax-Free Money Fund), and for Class A shares
of Prudential Allocation Fund, Prudential California Municipal Fund (California
Income Series and California Series), Prudential Diversified Bond Fund, Inc.,
Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe
Growth Fund, Inc., Prudential Global Fund, Inc., Prudential Global Genesis Fund,
Inc., Prudential Global Limited Maturity Fund, Inc., Prudential Global Natural
Resources Fund, Inc., Prudential Government Income Fund, Inc., Prudential Growth
Opportunity Fund, Inc., Prudential High Yield Fund, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential Mortgage Income Fund, Inc.,
Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential
Municipal Series Fund (Florida Series, Hawaii Income Series, Maryland Series,
Massachusetts Series, Michigan Series, New Jersey Series, North Carolina Series,
Ohio Series and Pennsylvania Series), Prudential National Municipals Fund, Inc.,
Prudential Pacific Growth Fund, Inc., Prudential Structured Maturity Fund, Inc.,
Prudential U.S. Government Fund and Prudential Utility Fund, Inc., Global
Utility Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth
Equity Fund) and The BlackRock Government Income Trust.
(b) Prudential Mutual Fund Distributors, Inc.
<TABLE>
<CAPTION>
Positions and Positions and
Offices with Offices with
Name(1) Underwriter Registrant
- ------- ------------- -------------
<S> <C> <C>
Joanne Accurso-Soto ...... Vice President None
Dennis N. Annarumma....... Vice President, Assistant Treasurer and Assistant Comptroller None
Phyllis J. Berman ........ Vice President None
Brendan D. Boyle ......... Chairman and Director None
Stephen P. Fisher ........ Vice President None
Frank W. Giordano ........ Executive Vice President, General Counsel, Secretary and Director None
Robert F. Gunia .......... Executive Vice President, Chief Financial Officer, Treasurer and Director Vice President
Timothy J. O'Brien ....... President, Chief Executive Officer, Chief Operating Officer and Director None
Raritan Plaza One
Edison, NJ 08837
Richard A. Redeker ....... Director Director and
President
Andrew J. Varley ......... Vice President None
Raritan Plaza One
Edison, NJ 08837
</TABLE>
- ---------------
(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated person
of the Registrant.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the
offices of State Street Bank and Trust Company, One Heritage Drive, North
Quincy, Massachusetts 02171, The Prudential Investment Corporation, Prudential
Plaza, 745 Broad Street, Newark, New Jersey 07102, the Registrant, One Seaport
Plaza, New York, New York 10292, and Prudential Mutual Fund Services, Inc.,
Raritan Plaza One, Edison, New Jersey 08837. Documents required by Rules
31a-1(b)(5), (6), (7), (9), (10) and (11) and 31a-1(f) will be kept at Two
Gateway Center, documents required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at
One Seaport Plaza and the remaining accounts, books and other documents required
by such other pertinent provisions of Section 31(a) and the Rules promulgated
thereunder will be kept by State Street Bank and Trust Company and Prudential
Mutual Fund Services, Inc.
Item 31. Management Services
Other than as set forth under the captions "How the Fund is
Managed--Manager" and "How the Fund is Managed--Distributor" in the Prospectus
and the captions "Manager" and "Distributor" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration
Statement, Registrant is not a party to any management-related service contract.
Item 32. Undertakings
Not applicable.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York, on the 20 day of December, 1995.
PRUDENTIAL-BACHE MONEYMART ASSETS INC.
/s/ RICHARD A. REDEKER
-------------------------------------
(Richard A. Redeker, President)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ RICHARD A. REDEKER President and Director December 20, 1995
- -------------------------------
Richard A. Redeker
/s/ DELAYNE D. GOLD Director December 20, 1995
- -------------------------------
Delayne D. Gold
/s/ HARRY A. JACOBS, JR. Director December 20, 1995
- -------------------------------
Harry A. Jacobs, Jr.
/s/ THOMAS A. OWENS, JR. Director December 20, 1995
- -------------------------------
Thomas A. Owens, Jr.
/s/ SIDNEY M. SPIELVOGEL Director December 20, 1995
- -------------------------------
Sidney M. Spielvogel
/s/ NANCY HAYS TEETERS Director December 20, 1995
- -------------------------------
Nancy Hays Teeters
/s/ ROBERT H. WELLINGTON Director December 20, 1995
- -------------------------------
Robert H. Wellington
/s/ GRACE TORRES Principal Financial and December 20, 1995
- ------------------------------- Accounting Officer
Grace Torres
<PAGE>
EXHIBIT INDEX
1. (a) Articles of Amendment, incorporated by reference to Exhibit 1 to
Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A
filed on May 1, 1989 (File No. 2-55301). Amendment to Articles of
Incorporation, incorporated by reference to Exhibit No. 1 to Post-Effective
Amendment No. 20 to the Registration Statement on Form N1-A (File No.
2-55301). Articles of Incorporation, incorporated by reference to Exhibit
No. 1 to the Registration Statement and Post-Effective Amendment No. 1 to
the Registration Statement (File No. 2-55301), as amended in Form N-1Q
filed on July 29, 1982 (File No. 811-2619).
(b) Articles Supplementary, incorporated by reference to Exhibit No. 1(b)
to Post-Effective Amendment No. 24 to the Registration Statement on Form
N-1A filed on March 2, 1990 (File No. 2-55301).
2. By-Laws, incorporated by reference to Exhibit No. 2 to Post-Effective
Amendment No. 29 to the Registration Statement on Form N-1A filed via EDGAR
on February 24, 1995 (File No. 2-55301).
4. (a) Form of stock certificate, incorporated by reference to Exhibit No. 4
to Post-Effective Amendment No. 22 to the Registration Statement on Form
N-1A filed on February 29, 1988 (File No. 2-55301).
(b) Instruments defining rights of shareholders incorporated by reference
to Exhibits 1(a), 1(b) and 2 to Post-Effective Amendment No. 28 to this
Registration Statement on Form N-1A filed on February 17, 1993 (File No.
2-55301).
5. (a) Management Agreement between the Registrant and Prudential Mutual Fund
Management, Inc., incorporated by reference to Exhibit No. 5(a) to
Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A
filed on May 1, 1989 (File No. 2-55301).
(b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc.
and The Prudential Investment Corporation, incorporated by reference to
Exhibit No. 5(b) to Post-Effective Amendment No. 23 to the Registration
Statement on Form N-1A filed on May 1, 1989 (File No. 2-55301).
6. (a) Distribution Agreement between the Registrant and Prudential Mutual
Fund Distributors, Inc., incorporated by reference to Exhibit No. 6 to
Post-Effective Amendment No. 23 to the Registration Statement on Form
N-1A filed on May 1, 1989 (File No. 2-55301).
(b) Amended and Restated Distribution Agreement between the Registrant and
Prudential Mutual Fund Distributors, Inc., incorporated by reference to
Exhibit 6(b) to Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A filed on February 17, 1994 (File No. 2-55301).
(c) Form of Distribution Agreement for Class Z Shares, incorporated by
reference to Exhibit 6(c) to Post-Effective Amendment No. 30 to the
Registration Statement on Form N-1A filed on October 31, 1995 (File No.
2-55301).
8. Custodian Contract with State Street Bank and Trust Company, incorporated
by reference to Exhibit No. 8 to Post-Effective Amendment No. 25 to the
Registration Statement on Form N-1A filed on April 12, 1991 (File No.
2-55301).
9. Transfer Agency and Service Agreement, incorporated by reference to Exhibit
No. 9(a) to Post-Effective Amendment No. 22 to the Registration Statement
on Form N-1A filed on February 28, 1988 (File No. 2-55301).
10. (a) Opinion of Gardner, Carton & Douglas, incorporated by reference to
Exhibit No. 3(b) to Post-Effective Amendment No. 9 to the Registration
Statement (File No. 2-55301).
(b) Opinion of Gardner, Carton & Douglas, incorporated by reference to
Exhibit 10(b) to Post-Effective Amendment No. 27 to the Registration
Statement filed on February 25, 1993 (File No. 2-55301).
(c) Opinion of Gardner, Carton & Douglas, incorporated by reference to
Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A
filed via EDGAR on February 24, 1995 (File No. 2-55301).
11. Consent of Independent Accountants.*
15. (a) Plan of Distribution, incorporated by reference to Exhibit No. 15 to
Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A
(File No. 2-55301).
(b) Distribution and Service Plan between the Registrant and Prudential
Mutual Fund Distributors, Inc., incorporated by reference to Exhibit 15(b)
to Post-Effective Amendment No. 28 on Form N-1A filed on February 17, 1994
(File No. 2-55301).
17. Financial Data Schedule, filed as Exhibit 17 to Post-Effective Amendment
No. 30 to the Registration Statement on Form N-1A filed on October 31, 1995
(File No. 2-55301).
18. Rule 18f-3 Plan, incorporated by reference to Exhibit 18 to Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed on
October 31, 1995 (File No. 2-55301).
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* Filed herewith.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 31 to Registration
Statement No. 2-55301 of Prudential-Bache MoneyMart Assets Inc. of our report
dated February 1, 1995, appearing in the Statement of Additional Information,
which is incorporated by reference in such Registration Statement, and to the
references to us under the headings "Financial Highlights" in the Prospectus,
which is incorporated by reference in such Registration Statement, and
"Custodian, Transfer and Dividend Disbursing Agent and Independent Accountants"
in the Statement of Additional Information.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
New York, New York
December 20, 1995
