PRUDENTIAL MONEYMART ASSETS, INC.
(CLASS Z SHARES)
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PROSPECTUS DATED MARCH 1, 1996, AS SUPPLEMENTED ON SEPTEMBER 16, 1996
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Prudential MoneyMart Assets, Inc. (the Fund), is an open-end, diversified,
management investment company, or mutual fund. Its investment objective is
maximum current income consistent with stability of capital and the maintenance
of liquidity. The Fund seeks to achieve this objective by investing primarily in
a portfolio of money market instruments maturing in thirteen months or less.
There can be no assurance that the Fund's investment objective will be achieved.
See "How the Fund Invests--Investment Objective and Policies."
The Fund's address is One Seaport Plaza, New York, New York 10292, and its
telephone number is (800) 225-1852.
An investment in the Fund is neither insured nor guaranteed by the U.S.
Government and there can be no assurance that the Fund will be able to maintain
a stable net asset value of $1.00 per share. See "How the Fund Values its
Shares."
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Class Z shares are offered exclusively for sale to a limited group of investors.
Only Class Z shares are offered through this Prospectus. The Fund also offers
Class A shares through the attached Prospectus dated March 1, 1996 (the Retail
Class Prospectus), which is a part hereof.
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This Prospectus sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. Additional information
about the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated March 1, 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 Fund 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.
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FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES Class Z Shares
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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* Class Z Shares
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(as a percentage of average net assets)
Management Fees ................................................ .301%
12b-1 Fees ..................................................... None
Other Expenses ................................................. .262%
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Total Fund Operating Expenses .................................. .563%
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1 3 5 10
EXAMPLE year years years years
---- ----- ----- -----
You would pay the following expenses on
a $1,000 investment, assuming: (1) 5%
annual return and (2) redemption at the
end of each time period:
Class Z ................................... $6 $18 $31 $71
The above example is based on expenses expected to have been incurred if Class Z
shares had been in existence throughout the fiscal year ended December 31, 1995.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of this table is to assist investors in understanding the various
costs and expenses that an investor in Class Z shares of the Fund will bear,
whether directly or indirectly. For more complete descriptions of the various
costs and expenses, see "How the Fund is Managed." "Other Expenses" includes
operating expenses of the Fund, such as Directors' and professional fees,
registration fees, reports to shareholders and transfer agency and custodian
fees.
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* Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence throughout the fiscal year ended December 31, 1995.
2
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THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND IS MANAGED--DISTRIBUTOR" IN
THE RETAIL CLASS PROSPECTUS:
Prudential Securities Incorporated (Prudential Securities) serves as the
Distributor of Class Z shares and incurs the expenses of distributing the Fund's
Class Z shares under a Distribution Agreement with the Fund, none of which is
reimbursed by or paid for by the Fund.
THE FOLLOWING INFORMATION SUPPLEMENTS "TAXES, DIVIDENDS AND
DISTRIBUTIONS--TAXATION OF SHAREHOLDERS" IN THE RETAIL CLASS PROSPECTUS:
The Fund has obtained opinions of counsel to the effect that the exchange of
any class of the Fund's shares for any other class of its shares does not
constitute a taxable event for federal income tax purposes. However, such
opinions are not binding on the Internal Revenue Service.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO BUY SHARES OF
THE FUND" AND "SHAREHOLDER GUIDE--HOW TO SELL YOUR SHARES" IN THE RETAIL CLASS
PROSPECTUS:
Class Z shares of the Fund are available for purchase by the following
categories of investors:
(i) pension, profit-sharing or other employee benefit plans qualified under
Section 401 of the Internal Revenue Code, deferred compensation and annuity
plans under Sections 457 and 403(b)(7) of the Internal Revenue Code, and
non-qualified plans for which the Fund is an available option (collectively,
Benefit Plans), provided such Benefit Plans (in combination with other plans
sponsored by the same employer or group of related employers) have at least $50
million in defined contribution assets; (ii) participants in any fee-based
program sponsored by Prudential Securities or its affiliates which includes
mutual funds as investment options and for which the Fund is an available
option; and (iii) investors who are, or have executed a letter of intent to
become, shareholders of any series of The Prudential Institutional Fund
(Institutional Fund) on or before one or more series of Institutional Fund
reorganize or who on that date have investments in certain products for which
Institutional Fund provides exchangeability. After a Benefit Plan qualifies to
purchase Class Z shares, all subsequent purchases will be for Class Z shares.
In connection with the sale of Class Z shares, the Manager, the Distributor
or one of their affiliates may pay dealers, financial advisers and other persons
which distribute shares a finders' fee based on a percentage of the net asset
value of shares sold by such persons.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO EXCHANGE YOUR
SHARES" IN THE RETAIL CLASS PROSPECTUS:
Class Z shareholders of the Fund may exchange their Class Z shares for Class
Z shares of other Prudential Mutual Funds on the basis of relative net asset
value. Shareholders who qualify to purchase Class Z shares (other than
participants in any fee-based program) will have their Class A shares exchanged
for Class Z shares on a quarterly basis. Participants in any fee-based program
for which the Fund is an available option will have their Class A shares, if
any, exchanged for Class Z shares when they elect to have those assets become a
part of the fee-based program. Upon leaving the program (whether voluntarily or
not), such Class Z shares (and, to the extent provided for in the program, Class
Z shares acquired through participation in the program) will be exchanged for
Class A shares at net asset value. Similarly, participants in the PSI 401(k)
Plan, an employee benefit plan sponsored by Prudential Securities (the PSI
401(k) Plan) for which the Fund's Class Z shares are an available option and
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 have their Class Z shares exchanged for Class A
shares at net asset value. See "Shareholder Guide--How to Exchange Your
Shares--Special Exchange Privilege."
THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND HIGHLIGHTS"
IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.
3
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No dealer, sales representative or any other person has been authorized to give
any information or to make any representations, other than those contained in
this Prospectus, in connection with the offer contained herein, and, if given or
made, such other information or representations must not be relied upon as
having been authorized by the Fund or the Distributor. This Prospectus does not
constitute an offer by the Fund or by the Distributor to sell or a solicitation
of any 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.
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TABLE OF CONTENTS
Page
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FUND HIGHLIGHTS ..................................................... 2
Risk Factors and Special Characteristics ........................... 2
FUND EXPENSES ....................................................... 4
FINANCIAL HIGHLIGHTS ................................................ 5
CALCULATION OF YIELD ................................................ 6
HOW THE FUND INVESTS ................................................ 6
Investment Objective and Policies .................................. 6
Other Investments and Policies ..................................... 7
Investment Restrictions ............................................ 9
HOW THE FUND IS MANAGED ............................................. 9
Manager ............................................................ 9
Distributor ........................................................ 10
Portfolio Transactions ............................................. 11
Custodian and Transfer and
Dividend Disbursing Agent ......................................... 11
HOW THE FUND VALUES ITS SHARES ...................................... 12
TAXES, DIVIDENDS AND DISTRIBUTIONS .................................. 12
GENERAL INFORMATION ................................................. 13
Description of Shares .............................................. 13
Additional Information ............................................. 14
SHAREHOLDER GUIDE ................................................... 14
How to Buy Shares of the Fund ...................................... 14
How to Sell Your Shares ............................................ 17
How to Exchange Your Shares ........................................ 19
Shareholder Services ............................................... 20
PRUDENTIAL MUTUAL FUND FAMILY A-1
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MF 108Z 430230J
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CUSIP No.: Class Z: 7443H201
PRUDENTIAL
MONEYMART
ASSETS, INC.
(CLASS Z SHARES)
PRUDENTIAL MUTUAL FUNDS
BUILDING YOUR FUTURE
ON OUR STRENGTH (SM)
(Class Z Shares)
PROSPECTUS
March 1, 1996
as supplemented
on
September 16, 1996
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PRUDENTIAL MONEYMART ASSETS, INC.
Supplement dated September 16, 1996 to
Prospectus dated March 1, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION--DESCRIPTION OF
SHARES" IN THE PROSPECTUS:
The Fund is authorized to issue 15 billion shares of common stock, $.10 par
value per share, divided into two classes of shares, designated Class A and
Class Z shares, consisting of 13 billion and 2 billion authorized shares,
respectively. Each class represents an interest in the same assets of the Fund
and is identical in all respects except that (i) Class A shares are subject to
distribution and/or service fees, (ii) Class Z shares are not subject to
distribution and/or service fees, (iii) each class has exclusive voting rights
on any matter submitted to shareholders that relates solely to its arrangement
and has separate voting rights on any matter submitted to shareholders in which
the interests of one class differ from the interests of any other class, (iv)
each class has a different exchange privilege and (v) Class Z shares are offered
exclusively for sale to a limited group of investors. For more information about
Class Z shares, contact your Prudential Securities financial adviser or Prusec
representative or telephone the Fund at (800) 225-1852. Participants in programs
sponsored by Prudential Retirement Services should contact their client
representatives for more information about Class Z shares. In accordance with
the Fund's Articles of Incorporation, the Board of Directors may authorize the
creation of additional series and classes within such series, with such
preferences, privileges, limitations and voting and dividend rights as the Board
of Directors may determine.
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND CALCULATES PERFORMANCE" IN
THE PROSPECTUS:
The Fund may include comparative performance information in advertising or
marketing the Fund's shares. The Fund may include performance information about
each of the Fund's classes and is no longer required to include performance data
for all classes of shares in any advertisement or other information including
performance data of the Fund. See "How the Fund Calculates Performance."
MF108C-1 (9/16/96)
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PRUDENTIAL MONEYMART ASSETS, INC.
Supplement dated September 16, 1996 to
Statement of Additional Information dated
March 1, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "PURCHASE AND REDEMPTION OF FUND SHARES"
IN THE STATEMENT OF ADDITIONAL INFORMATION:
Class Z shares of the Fund are offered to a limited group of investors at
net asset value without any sales charges. See "Shareholder Guide--How to Buy
Shares of the Fund" in the Prospectus.
Each class represents an interest in the same assets of the Fund and is
identical in all respects except that (i) Class A shares are subject to
distribution and/or service fees, (ii) Class Z shares are not subject to
distribution and/or service fees, (iii) each class has exclusive voting rights
on any matter submitted to shareholders that relates solely to its arrangement
and has separate voting rights on any matter submitted to shareholders in which
the interests of one class differ from the interests of any other class, (iv)
each class has a different exchange privilege and (v) Class Z shares are offered
exclusively for sale to a limited group of investors. See "Distributor" and
"Shareholder Investment Account--Exchange Privilege."
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER INVESTMENT ACCOUNT--EXCHANGE
PRIVILEGE" IN THE STATEMENT OF ADDITIONAL INFORMATION:
CLASS Z: Class Z shares may be exchanged for Class Z shares of other
Prudential Mutual Funds.
MF108C-2 (9/16/96)
