<PAGE> PAGE 1
000 B000000 02/28/94
000 C000000 0000717819
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 A
001 A000000 PRUDENTIAL GOVERNMENT PLUS FUND
001 B000000 811-3712
001 C000000 2122141250
002 A000000 199 WATER STREET
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10292
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 THE PRUDENTIAL INVESTMENT CORPORATION
008 B000001 S
008 C000001 801-22808
008 D010001 NEWARK
008 D020001 NJ
008 D030001 07101
008 A000002 PRUDENTIAL MUTUAL FUND MANAGEMENT
008 B000002 A
008 C000002 801-31104
008 D010002 NEW YORK
008 D020002 NY
008 D030002 10292
011 A000001 PRUDENTIAL MUTUAL FUND DISTRIBUTOR
011 B000001 8-38739
011 C010001 NEW YORK
011 C020001 NY
011 C030001 10292
011 A000002 PRUDENTIAL SECURITIES INCORPORATED
011 B000002 8-27154
<PAGE> PAGE 2
011 C010002 NEW YORK
011 C020002 NY
011 C030002 10292
012 A000001 PRUDENTIAL MUTUAL FUND SERVICES, INC
012 B000001 84-4110019
012 C010001 NEW BRUNSWICK
012 C020001 NJ
012 C030001 08906
013 A000001 DELOITTE & TOUCHE
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10019
014 A000001 PRUDENTIAL SECURITIES INC.
014 B000001 8-27154
014 A000002 PRUCO SECURITIES CORP.
014 B000002 8-16402
014 A000003 PRUDENTIAL MUTUAL FUND DISTRIBUTORS
014 B000003 8-38739
015 A000001 STATE STREET BANK & TRUST CO.
015 B000001 C
015 C010001 NORTH QUINCY
015 C020001 MA
015 C030001 02171
015 E010001 X
018 000000 Y
019 A000000 Y
019 B000000 67
019 C000000 PRUDENTIAL
020 A000001 AUBREY G. LANSTON & CO., INC.
020 B000001 135552129
020 C000001 3
020 A000002 MERILL LYNCH, PIERCE, FENNER, & SMITH, INC.
020 B000002 135674085
020 C000002 2
020 A000003 GOLDMAN SACHS & CO.
020 B000003 135108880
020 C000003 2
020 C000004 0
020 C000005 0
020 C000006 0
020 C000007 0
020 C000008 0
020 C000009 0
020 C000010 0
021 000000 7
022 A000001 FUJI BANK & TRUST, CO.
022 B000001 363327521
022 C000001 8245517
022 D000001 73305
022 A000002 MITSUBUSHI BANK, LTD.
022 C000002 1992213
<PAGE> PAGE 3
022 D000002 0
022 A000003 SAKURA BANK, LTD.
022 C000003 1911595
022 D000003 0
022 A000004 INDUSTRIAL BANK OF JAPAN, LTD.
022 C000004 1829873
022 D000004 0
022 A000005 DAI ICHI KANGYO BANK, LTD.
022 C000005 1675650
022 D000005 0
022 A000006 GOLDMAN SACHS & CO.
022 B000006 13510880
022 C000006 1424306
022 D000006 61609
022 A000007 GENERAL ELECTRIC, CO.
022 C000007 1292807
022 D000007 0
022 A000008 SUMITOMO BANK, LTD.
022 B000008 133606844
022 C000008 985857
022 D000008 0
022 A000009 BANKERS TRUST, CO.
022 B000009 134941247
022 C000009 635339
022 D000009 197907
022 A000010 BEAR STERNS & CO.
022 B000010 133299429
022 C000010 628817
022 D000010 59415
023 C000000 26178113
023 D000000 1985269
024 000000 N
025 D000001 0
025 D000002 0
025 D000003 0
025 D000004 0
025 D000005 0
025 D000006 0
025 D000007 0
025 D000008 0
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
028 A010000 18751
<PAGE> PAGE 4
028 A020000 8033
028 A030000 0
028 A040000 59836
028 B010000 21717
028 B020000 5856
028 B030000 0
028 B040000 47383
028 C010000 19498
028 C020000 6203
028 C030000 0
028 C040000 57503
028 D010000 16342
028 D020000 6874
028 D030000 0
028 D040000 62480
028 E010000 14564
028 E020000 4972
028 E030000 0
028 E040000 57049
028 F010000 13219
028 F020000 6667
028 F030000 0
028 F040000 67313
028 G010000 104091
028 G020000 38605
028 G030000 0
028 G040000 351564
028 H000000 104091
029 000000 Y
030 A000000 405
030 B000000 4.50
030 C000000 4.50
031 A000000 19
031 B000000 0
032 000000 0
033 000000 386
034 000000 Y
035 000000 2509
036 A000000 N
036 B000000 0
037 000000 N
038 000000 0
039 000000 N
040 000000 Y
041 000000 Y
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 100
042 E000000 0
042 F000000 0
<PAGE> PAGE 5
042 G000000 0
042 H000000 0
043 000000 24793
044 000000 0
045 000000 Y
046 000000 Y
047 000000 Y
048 000000 0.000
048 A010000 3000000
048 A020000 0.500
048 B010000 0
048 B020000 0.000
048 C010000 0
048 C020000 0.000
048 D010000 0
048 D020000 0.000
048 E010000 0
048 E020000 0.000
048 F010000 0
048 F020000 0.000
048 G010000 0
048 G020000 0.000
048 H010000 0
048 H020000 0.000
048 I010000 0
048 I020000 0.000
048 J010000 0
048 J020000 0.000
048 K010000 3000000
048 K020000 0.500
049 000000 N
050 000000 N
051 000000 N
052 000000 N
053 A000000 Y
053 B000000 Y
054 A000000 Y
054 B000000 Y
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 N
054 N000000 N
054 O000000 N
<PAGE> PAGE 6
055 A000000 N
055 B000000 N
056 000000 N
057 000000 N
058 A000000 N
059 000000 Y
060 A000000 Y
060 B000000 Y
061 000000 1000
062 A000000 Y
062 B000000 0.0
062 C000000 0.0
062 D000000 0.0
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 1.2
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 43.4
062 N000000 49.7
062 O000000 0.0
062 P000000 0.0
062 Q000000 6.5
062 R000000 0.0
063 A000000 0
063 B000000 6.5
064 A000000 N
064 B000000 N
066 A000000 N
067 000000 N
068 A000000 N
068 B000000 N
069 000000 N
070 A010000 Y
070 A020000 Y
070 B010000 N
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 Y
070 E020000 Y
070 F010000 N
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 N
<PAGE> PAGE 7
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 Y
070 K020000 N
070 L010000 Y
070 L020000 N
070 M010000 N
070 M020000 N
070 N010000 Y
070 N020000 Y
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 Y
070 R020000 N
071 A000000 2156643
071 B000000 1985244
071 C000000 2469581
071 D000000 1
072 A000000 12
072 B000000 186263
072 C000000 0
072 D000000 0
072 E000000 150
072 F000000 12720
072 G000000 0
072 H000000 0
072 I000000 3015
072 J000000 945
072 K000000 0
072 L000000 110
072 M000000 48
072 N000000 60
072 O000000 575
072 P000000 0
072 Q000000 0
072 R000000 65
072 S000000 25
072 T000000 24793
072 U000000 0
072 V000000 0
072 W000000 106
072 X000000 42462
072 Y000000 0
072 Z000000 143951
<PAGE> PAGE 8
072AA000000 98606
072BB000000 24744
072CC010000 0
072CC020000 0
072DD010000 140326
072DD020000 3625
072EE000000 0
073 A010000 0.5300
073 A020000 0.6100
073 B000000 0.0000
073 C000000 0.0200
074 A000000 9605
074 B000000 0
074 C000000 27160
074 D000000 2245714
074 E000000 0
074 F000000 0
074 G000000 0
074 H000000 0
074 I000000 0
074 J000000 27629
074 K000000 0
074 L000000 21935
074 M000000 255714
074 N000000 2587757
074 O000000 59227
074 P000000 2480
074 Q000000 0
074 R010000 271822
074 R020000 0
074 R030000 0
074 R040000 0
074 S000000 0
074 T000000 2254228
074 U010000 241310
074 U020000 5660
074 V010000 9.13
074 V020000 9.13
074 W000000 0.0000
074 X000000 148303
074 Y000000 24766
075 A000000 0
075 B000000 55291
076 000000 0.00
077 A000000 Y
077 B000000 Y
077 L000000 Y
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
<PAGE> PAGE 9
080 A000000 ICI MUTUAL INSURANCE COMPANY
080 C000000 50
081 A000000 Y
081 B000000 81
082 A000000 N
082 B000000 0
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
085 A000000 Y
085 B000000 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
SIGNATURE SUSAN C. COTE'
TITLE TREASURER
For the fiscal year ended (a) February 28, 1994
File number (c) 811-3712
SUB-ITEM 77Q
EXHIBITS
At a meeting of the Board of Directors held on May 5, 1993,
the Board approved the following:
(a) amended By-laws as indicated in the attached guidelines.
Dated as of May 5, 1993
PRUDENTIAL-BACHE GOVERNMENT PLUS FUND, INC.
By-Laws
ARTICLE I
Stockholders
Section 1. Place of Meeting. All meetings of the
stockholders shall be held at the principal office of the
Corporation in the State of Maryland or at such other place within
the United States as may from time to time be designated by the
Board of Directors and stated in the notice of such meeting.
Section 2. Annual Meeting. The annual meeting of the
stockholders of the Corporation shall be held in the month of June
of each year on such date and at such hour as may from to time be
designated by the Board of Directors and stated in the notice of
such meeting, for the transaction of such business as may properly
be brought before the meeting; provided, however, that an annual
meeting of stockholders is not required to be held in any year in
which the election of directors is not required to be acted upon by
stockholders pursuant to the Investment Company Act of 1940.
Section 3. Special or Extraordinary Meetings. Special or
extraordinary meetings of the stockholders for any purpose or
purposes may be called by the Chairman of the Board, the President
or a majority of the Board of Directors, and shall be called by the Secretary
upon receipt of the request in writing signed by stockholders holding not less
than 25% of the common stock issued and outstanding and entitled to vote
thereat. Such request shall state the purpose or purposes of the proposed
meeting. The Secretary shall inform such stockholders of the reasonably
estimated costs of preparing and mailing such notice of meeting and
upon payment to the Corporation of such costs, the Secretary shall
give notice stating the purpose or purposes of the meeting as
required in this Article and by-law to all stockholders entitled to
notice of such meeting. No special meeting need be called upon the
request of the holders of shares entitled to cast less than a
majority of all votes entitled to be cast at such meeting to
consider any matter which is substantially the same as a matter
voted upon at any special meeting of stockholders held during the
preceding twelve months.
Section 4. Notice of Meetings of Stockholders. Not less than
ten days' and not more than ninety days' written or printed notice
of every meeting of stockholders, stating the time and place
thereof (and the general nature of the business proposed to be
transacted at any special or extraordinary meeting), shall be given
to each stockholder entitled to vote thereat by leaving the same
with such stockholder or at such stockholder's residence or usual
place of business or by mailing it, postage prepaid, and addressed
to such stockholder at his address as it appears upon the books of
the Corporation. If mailed, notice shall be deemed to be given
when deposited in the United States mail addressed to the
stockholder as aforesaid.
No notice of the time, place or purpose of any meeting of
stockholders need be given to any stockholder who attends in person
or by proxy or to any stockholder who, in writing executed and
filed with the records of the meeting, either before or after the
holder thereof, waives such notice.
Section 5. Record Dates. The Board of Directors may fix, in
advance, a date not exceeding ninety days preceding the date of any
meeting of stockholders, any dividend payment date or any date for
the allotment of rights, as a record date for the determination of
the stockholders entitled to notice of and to vote at such meeting
or entitled to receive such dividends or rights, as the case may
be; and only stockholders of record on such date shall be entitled
to notice of and to vote at such meeting or to receive such
dividends or rights, as the case may be. In the case of a meeting
of stockholders, such date shall not be less than ten days prior to
the date fixed for such meeting.
Section 6. Quorum, Adjournment of Meetings. The presence in
person or by proxy of the holders of record of a majority of the
shares of the common stock of the Corporation issued and
outstanding and entitled to vote thereat shall constitute a quorum
at all meetings of the stockholders except as otherwise provided in
the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the
holders of a majority of the stock present in person or by proxy
shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite
number of stock entitled to vote at such meeting shall be present.
At such adjourned meeting at which the requisite amount of stock
entitled to vote thereat shall be represented any business may be
transacted which might have been transacted at the meeting as
originally notified.
Section 7. Voting and Inspectors. At all meetings,
stockholders of record entitled to vote thereat shall have one vote
for each share of common stock standing in his name on the books of
the Corporation (and such stockholders of record holding fractional
shares, if any, shall have proportionate voting rights) on the date
for the determination of stockholders entitled to vote at such
meeting, either in person or by proxy appointed by instrument in
writing subscribed by such stockholder or his duly authorized
attorney.
All elections shall be had and all questions decided by a
majority of the votes cast at a duly constituted meeting, except as
otherwise provided by statute or by the Articles of Incorporation
or by these By-Laws.
At any election of Directors, the Chairman of the meeting may,
and upon the request of the holders of ten percent (10%) of the
stock entitled to vote at such election shall, appoint two
inspectors of election who shall first subscribe an oath or
affirmation to execute faithfully the duties of inspectors at such
election with strict impartiality and according to the best of
their ability, and shall after the election make a certificate of
the result of the vote taken. No candidate for the office of
Director shall be appointed such Inspector.
Section 8. Conduct of Stockholders' Meetings. The meetings
of the stockholders shall be presided over by the Chairman of the
Board, or if he is not present, by the President, or if he is not
present, by a Vice President, or if none of them is present, by a
Chairman to be elected at the meeting. The Secretary of the
Corporation, if present, shall act as a Secretary of such meetings,
or if he is not present, an Assistant Secretary shall so act; if
neither the Secretary nor the Assistant Secretary is present, then
the meeting shall elect its Secretary.
Section 9. Concerning Validity of Proxies, Ballots, etc. At
every meeting of the stockholders, all proxies shall be received
and taken in charge of and all ballots shall be received and
canvassed by the Secretary of the meeting, who shall decide all
questions concerning the qualification of voters, the validity of
the proxies and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed by the Chairman of
the meeting, in which event such inspectors of election shall
decide all such questions.
ARTICLE II
Board of Directors
Section 1. Number and Tenure of Office. The business and
affairs of the Corporation shall be conducted and managed by a
Board of Directors of not less than three nor more than nine
Directors, as may be determined from time to time by vote of a
majority of the Directors then in office. Directors need not be
stockholders.
Section 2. Vacancies. In case of any vacancy in the Board of
Directors through death, resignation or other cause, other than an
increase in the number of Directors, a majority of the remaining
Directors, although a majority is less than a quorum, by an
affirmative vote, may elect a successor to hold office until the
next annual meeting of stockholders or until his successor is
chosen and qualifies.
Section 3. Increase or Decrease in Number of Directors. The
Board of Directors, by the vote of a majority of the entire Board,
may increase the number of Directors and may elect Directors to
fill the vacancies created by any such increase in the number of
Directors until the next annual meeting or until their successors
are duly chosen and qualified. The Board of Directors, by the vote
of a majority of the entire Board, may likewise decrease the number
of Directors to a number not less than three.
Section 4. Place of Meeting. The Directors may hold their
meetings, have one or more offices, and keep the books of the
Corporation, outside the State of Maryland, at any office or
offices of the Corporation or at any other place as they may from
time to time by resolution determine, or in the case of meetings,
as they may from time to time by resolution determine or as shall
be specified or fixed in the respective notices or waivers of
notice thereof.
Section 5. Regular Meetings. Regular meetings of the Board
of Directors shall be held at such time and on such notice as the
Directors may from time to time determine.
The annual meeting of the Board of Directors shall be held as
soon as practicable after the annual meeting of the stockholders
for the election of Directors.
Section 6. Special Meetings. Special meetings of the Board
of Directors may be held from time to time upon call of the
Chairman of the Board, the President, the Secretary or two or more
of the Directors, by oral or telegraphic or written notice duly
served on or sent or mailed to each Director not less than one day
before such meeting. No notice need be given to any Director who
attends in person or to any Director who, in writing executed and
filed with the records of the meeting either before or after the
holding thereof, waives such notice. Such notice or waiver of
notice need not state the purpose or purposes of such meeting.
Section 7. Quorum. One-third of the Directors then in office
shall constitute a quorum for the transaction of business, provided
that a quorum shall in no case be less than two Directors. If at
any meeting of the Board there shall be less than a quorum present,
a majority of those present may adjourn the meeting from time to
time until a quorum shall be obtained. The act of the majority of
the Directors present at any meeting at which there is a quorum
shall be the act of the Directors, except as may be otherwise
specifically provided by statute or by the Articles of
Incorporation or by these By-Laws.
Section 8. Executive Committee. The Board of Directors may,
by the affirmative vote of a majority of the entire Board, appoint
from the Directors an Executive Committee to consist of such number
of Directors (not less than three) as the Board may from time to
time determine. The Chairman of the Committee shall be elected by
the Board of Directors. The Board of Directors by such affirmative
vote shall have power at any time to change the members of such
Committee and may fill vacancies in the Committee by election from
the Directors. When the Board of Directors is not in session, to
the extent permitted by law the Executive Committee shall have and
may exercise any or all of the powers of the Board of Directors in
the management of the business and affairs of the Corporation. The
Executive Committee may fix its own rules of procedure, and may
meet when and as provided by such rules or by resolution of the
Board of Directors, but in every case the presence of a majority
shall be necessary to constitute a quorum. During the absence of
a member of the Executive Committee, the remaining members may
appoint a member of the Board of Directors to act in his place.
Section 9. Other Committees. The Board of Directors, by the
affirmative vote of a majority of the whole Board, may appoint from
the Directors other committees which shall in each case consist of
such number of Directors (not less than two) and shall have any may
exercise such powers as the Board may determine in the resolution
appointing them. A majority of all the members of any such
committee may determine its action and fix the time and place of
its meetings, unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power at any time to
change the members and powers of any such committee, to fill
vacancies and to discharge any such committee.
Section 10. Telephone Meetings. Members of the Board of
Directors or a committee of the Board of Directors may participate
in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the
meeting can hear each other at the same time. Participation in a
meeting by these means constitutes presence in person at the
meeting.
Section 11. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board or of
such committee, as the case may be, and such written consent is
filed with the minutes of the proceedings of the Board or
committee.
Section 12. Compensation of Directors. No Director shall
receive any stated salary or fees from the Corporation for his
services as such if such Director is, otherwise than by reason of
being such Director, an interested person (as such term is defined
by the Investment Company Act of 1940) of the Corporation or of its
investment adviser, administrator or principal underwriter. Except
as provided in the preceding sentence, Directors shall be entitled
to receive such compensation from the Corporation for their
services as may from time to time be voted by the Board of
Directors.
Section 13. Nominating Committee. The Board of Directors may
by the affirmative vote of a majority of the entire Board appoint
from its members a Nominating Committee composed of two or more
directors who are not "interested persons" (as defined in the
Investment Company Act of 1940) of the Corporation, as the Board
may from time to time determine. The Nominating Committee shall be
empowered to elect its own chairman who may call, or direct the
Secretary of the Corporation to call meetings in accordance with
the notice provisions of these By-Laws otherwise applicable to
meetings of the Board of Directors. The Nominating Committee shall
recommend to the Board a slate of persons who are not "interested
persons" (as defined in the Investment Company Act of 1940) of the
Corporation, which may include members of the Nominating Committee,
to be nominated for election as directors by the stockholders at
each annual meeting of stockholders and to fill any vacancy
occurring for any reason among the directors who are not such
"interested persons."
ARTICLE III
Officers
Section 1. Executive Officers. The executive officers of the
Corporation shall be chosen by the Board of Directors as soon as
may be practicable after the annual meeting of the stockholders.
These may include a Chairman of the Board of Directors (who shall
be a Director) and shall include a President (who shall be a
Director), one or more Vice Presidents (the number thereof to be
determined by the Board of Directors), a Secretary and a Treasurer.
The Board of Directors or the Executive Committee may also in its
discretion appoint Assistant Secretaries, Assistant Treasurers and
other officers, agents and employees, who shall have such authority
and perform such duties as the Board or the Executive Committee may
determine. The Board of Directors may fill any vacancy which may
occur in any office. Any two officers, except those of President
and Vice President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than
one capacity, if such instrument is required by law or these By-
Laws to be executed, acknowledged or verified by two or more
officers.
Section 2. Term of Office. The term of office of all
officers shall be one year and until their respective successors
are chosen and qualified. Any officer may be removed from office
at any time with or without cause by the vote of a majority of the
whole Board of Directors.
Section 3. Powers and Duties. The officers of the
Corporation shall have such powers and duties as generally pertain
to their respective offices, as well as such powers and duties as
may from time to time be conferred by the Board of Directors or the
Executive Committee.
ARTICLE IV
Capital Stock
Section 1. Certificates for Shares. Each stockholder of the
Corporation shall be entitled to a certificate or certificates for
the full shares of stock of the Corporation owned by him in such
form as the Board may from time to time prescribe.
Section 2. Transfer of Shares. Shares of the Corporation
shall be transferable on the books of the Corporation by the holder
thereof in person or by his duly authorized attorney or legal
representative, upon surrender and cancellation of certificates, if
any, for the same number of shares, duly endorsed or accompanied by
proper instruments of assignment and transfer, with such proof of
the authenticity of the signature as the Corporation or its agents
may reasonably require; in the case of shares not represented by
certificates, the same or similar requirements may be imposed by
the Board of Directors.
Section 3. Stock Ledgers. The stock ledgers of the
Corporation, containing the names and addresses of the stockholders
and the number of shares held by them respectively, shall be kept
at the principal office of the Corporation or, if the Corporation
employs a Transfer Agent, at the offices of the Transfer Agent of
the Corporation.
Section 4. Lost, Stolen or Destroyed Certificates. The Board
of Directors or the Executive Committee may determine the
conditions upon which a new certificate of stock of the Corporation
of any class may be issued in place of a certificate which is
alleged to have been lost, stolen or destroyed; and may, in its
discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety, to the
Corporation and each Transfer Agent, if any, and to indemnify it
and each Transfer Agent against any and all loss or claims which
may arise by reason of the issue of a new certificate in the place
of the one so lost, stolen or destroyed.
ARTICLE V
Corporate Seal
The Board of Directors may provide for a suitable corporate
seal, in such form and bearing such inscriptions as it may
determine.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall begin on the first
day of March and shall end on the last day of February in each
year.
ARTICLE VII
Indemnification
The Corporation shall indemnify directors, officers, employees
and agents of the Corporation against judgments, fines, settlements
and expenses to the fullest extent authorized, and in the manner
permitted, by applicable federal and state law.
ARTICLE VIII
Custodian
Section 1. The Corporation shall have as custodian or
custodians one or more trust companies or banks of good standing,
each having a capital, surplus and undivided profits aggregating
not less than fifty million dollars ($50,000,000), and, to the
extent required by the Investment Company Act of 1940, the funds
and securities held by the Corporation shall be kept in the custody
of one or more such custodians, provided such custodian or
custodians can be found ready and willing to act, and further
provided that the Corporation may use as subcustodians, for the
purpose of holding any foreign securities and related funds of the
Corporation such foreign banks as the Board of Directors may
approve and as shall be permitted law.
Section 2. The Corporation shall upon the resignation or
inability to serve of its custodian or upon change of the
custodian:
(i) in case of such resignation or
inability to serve, use its best efforts to
obtain a successor custodian;
(ii) require that the cash and securities
owned by the Corporation by delivered directly
to the successor custodian; and
(iii) in the event that no successor
custodian can be found, submit to the
stockholders before permitting delivery of the
cash and securities owned by the Corporation
otherwise than to a successor custodian, the
question whether or not this Corporation shall
be liquidated or shall function without a
custodian.
ARTICLE IX
Amendment of By-Laws
The By-Laws of the Corporation may be altered, amended, added
to or repealed by the stockholders or by majority vote of the
entire Board of Directors; but any such alteration, amendment,
addition or repeal of the By-Laws by action of the Board of
Directors may be altered or repealed by stockholders.
Board of Directors
Prudential Government Plus Fund
In planning and performing our audit of the financial statements of Prudential
Government Plus Fund ("Fund") for the year ended February 28, 1994, we
considered its internal control structure, including procedures for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on the internal control
structure.
The management of the Fund is responsible for establishing and maintaining an
internal control structure. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of internal control structure policies and procedures. Two of the
objectives of an internal control structure are to provide management with
reasonable, but not absolute, assurance that assets are safeguarded against loss
from unauthorized use or disposition and that transactions are executed in
accordance with management's authorization and recorded properly to permit
preparation of financial statements in conformity with generally accepted
accounting principles.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected. Also, projection of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.
Our consideration of the internal control structure would not necessarily
disclose all matters in the internal control structure that
might be material weaknesses under standards established by the American
Institute of Certified Public Accountants. A material weakness is a condition
in which the design or operation of the specific internal control structure
elements does not reduce to a relatively low level the risk that errors or
irregularities in amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a timely period
by employees in the normal course of performing their assigned functions.
However, we noted no matters involving the internal control structure, including
procedures for safeguarding securities, that we consider to be material
weaknesses as defined above as of February 28, 1994. This report is intended
solely for the information and use of management and the Securities and Exchange
Commission.
DELOITTE & TOUCHE
April 14, 1994
Board of Directors or Trustees of:
Prudential Adjustable Rate Securities Fund
The BlackRock Government Income Trust
Prudential California Municipal Fund
Prudential Equity Fund
Prudential Equity Income Fund
Prudential FlexiFund (2 Portfolios)
Prudential GNMA Fund
Prudential Global Fund
Prudential Global Genesis Fund
Prudential Global Natural Resources Fund
Prudential Government Plus Fund
Prudential Growth Fund
Prudential Growth Opportunity
Prudential High Yield Fund
Prudential IncomeVertible Fund
Prudential Intermediate Global Income Fund
Prudential Multi-Sector Fund
Prudential Municipal Bond Fund (3 Portfolios)
Prudential Municipal Series Fund (11 Portfolios)
Prudential National Municipals Fund
Prudential Pacific Growth Fund
Prudential Short-Term Global Income Fund (2 Portfolios)
Prudential Strategic Income Fund
Prudential Structured Maturity Fund
Prudential U.S. Government Fund
Prudential Utility Fund
Global Utility Fund, Inc.
Nicholas-Appelgate Fund, Inc.
We have examined the accompanying description of the Prudential Dual Pricing
Worksheet (the "Worksheet") application of State Street Bank and Trust Company
("State Street"), custodian and recordkeeper for the Prudential Mutual Funds
(the "Funds"). Our examination included procedures to obtain reasonable
assurance about whether (1) the accompanying description presents fairly, in
all material respects, the aspects of State Street's policies and procedures
that may be relevant to a Fund's internal control structure relating to the
Worksheet, (2) the control structure policies and procedures included in the
description were suitably designed to achieve the control objectives specified
in the description, if those policies and procedures were complied with
satisfactorily, and (3) such policies and procedures had been placed in
operation as of June 30, 1993. The control objectives were specified by
Prudential Mutual Fund Management. Our examination was performed in accordance
with standards established by the American Institute of Certified Public
Accountants and included those procedures we considered necessary in the
circumstances to obtain a reasonable basis for rendering our opinion.
In our opinion, the accompanying description of the aforementioned application
presents fairly, in all material respects, the relevant aspects of State
Street's policies and procedures that had been placed in operation as of June
30, 1993. Also, in our opinion, the policies and procedures, as described, are
suitably designed to provide reasonable assurance that the specified control
objectives would be achieved if the described policies and procedures were
complied with satisfactorily.
In addition to the procedures we considered necessary to render our opinion as
expressed in the previous paragraph, we applied tests to specific policies and
procedures, listed in Section I, to obtain evidence about their effectiveness
in meeting the control objectives, described in Section I during the period
from July 1, 1992 to June 30, 1993. The nature, timing, extent, and results of
the tests are listed in Section II. In our opinion the policies and procedures
that were tested, as described in Section II, were operating with sufficient
effectiveness to provide reasonable, but not absolute, assurance that the
control objectives specified in Section I were achieved during the period from
July 1, 1992 to June 30, 1993.
The relative effectiveness and significance of specific policies and procedures
at State Street, and their effect on assessments of control risk on the Funds
are dependent on their interaction with the policies, procedures, and other
factors present at individual Funds. We have performed no procedures to
evaluate the effectiveness of policies and procedures at individual Funds in
connection with this report.
The description of policies and procedures at State Street is as of June 30,
1993, and information about tests of the operating effectiveness of specified
policies and procedures covers the period from July 1, 1992 to June 30, 1993.
Any projection of such information to the future is subject to the risk that,
because of change, the description may no longer portray the system in
existence. The potential effectiveness of specified policies and procedures at
State Street is subject to inherent limitations and, accordingly, errors or
irregularities may occur and not be detected. Furthermore, the projection of
any conclusions, based on our findings, to future periods is subject to the
risk that changes may alter the validity of such conclusions.
This report is intended solely for use by the management and Boards of
Directors/Trustees of the Funds, the independent auditors of the Funds and the
Securities and Exchange Commission.
DELOITTE & TOUCHE
August 13, 1993
SECTION I
Policies and Procedures Placed in Operation
Prudential Dual Pricing Worksheet
Effective January 22, 1990, the Funds, offered by Prudential Securities
Incorporated (formerly Prudential-Bache Securities, Inc.) and Prudential Mutual
Fund Distributors, Inc., adopted a dual pricing system. The dual pricing
system consists of two classes of shares (Class A and Class B) for the Funds.
The Class A shares are subject to a front-end sales load and the Class B shares
are subject to a contingent deferred sales charge. The two classes of shares
represent interests in the same portfolio of investments of the respective Fund
and are identical in all respects, except that each class is subject to
different distribution expenses and has exclusive voting rights with respect to
the Rule 12b-1 distribution plan pursuant to which such distribution expenses
are paid.
In order to allocate income and expenses between the two classes of shares,
State Street Bank and Trust Company (the Funds' custodian and recordkeeper)
utilizes the Prudential Dual Pricing Worksheet (the "Worksheet") (see Exhibit
I). The Worksheet is a manual supplementary application that extracts relevant
data from the Funds' primary accounting system, allocates income and expenses
between the two classes of shares and computes the daily net asset value and,
if applicable, the dividend/distribution for each class of shares. Internal
accounting controls that are relevant to the Fund can be divided into two
components - controls related to the mutual fund accounting system resident at
State Street Bank and Trust Company (the "primary accounting system") and
controls related to the Worksheet.
The specific control objectives and policies and procedures relating to the
Worksheet are described on pages 4 and 5. A description of the tests of the
policies and procedures designed to obtain evidence about the operating
effectiveness of those policies and procedures in achieving the specific
control objectives is included in Section II.
Control Objectives and Policies and Procedures
Prudential Dual Pricing Worksheet
The Worksheet is a supplementary manual application to the Funds' primary
accounting system. Certain data is extracted from the primary accounting
system to allocate income and expenses and to calculate the daily net asset
value and, if applicable, dividends/distributions for each class of shares.
The primary accounting system includes the details of transactions in
accordance with the Investment Company Act of 1940, as amended.
The following represents the internal accounting control objectives and
policies and procedures for the allocation of income and expenses and the
computation of the net asset value and, if applicable, the
dividend/distribution for each class of shares utilizing the Worksheet. It
does not cover the internal accounting control policies and procedures
surrounding the processing of information into the Funds' primary accounting
system.
CONTROL OBJECTIVES CONTROL POLICIES AND PROCEDURES
A. Capital share activity 1. Daily, the transfer agent forwards
as reported by the Fund's reports of capital share capital share
transfer agent is recorded activity for each class which includes
for each class in an accurate a summary of subscriptions,
and timely manner by the fund. redemptions, exchanges and other
information (the "Supersheet"). The
opening day's balance for shares
outstanding and for shares eligible for
dividends are recorded on the
Worksheet. shares eligible for
dividends are recorded on
2. Estimated interim share activity
for the current day not recorded in the
Supersheet is received via telefax from
the transfer agent and is recorded for
each class on the Worksheet.
B. Net Asset Value ("NAV") 1. The prior days ending NAV per
and, if applicable, the share (unrounded) for each class is
dividend/distribution for agreed to the prior day's Worksheet.
each class are accurately
computed on a daily basis. 2. The daily net capital stock
activity for each class for the current
day is agreed to the Supersheet as
described in Control Procedures A.1 and
2., above.
3. Percentage Assets by Class and
Percentage Dividend Assets by Class are
calculated for each class based upon
information from the prior day
Worksheet and information recorded on
the Supersheet.
CONTROL OBJECTIVES CONTROL POLICIES AND PROCEDURES
4. Allocate investment income between
classes based on the appropriate asset
allocation percentage for each class.
5. Agree composite dividend income,
interest income, income amortization,
income equalization, management fees,
other expenses, realized gains and
losses, and unrealized
appreciation/depreciation to the
primary accounting system of the Fund.
6. Allocate expenses between classes
as follows:
a. Expenses directly
attributable to each class (12b-1
distribution expenses) are calculated
and recorded to that class.
b. Expenses attributable to both
classes are allocated in accordance
with the appropriate asset allocation
percentage for each class.
7. Allocate realized and
unrealized gains and losses between the
classes in accordance with the
appropriate asset allocation percentage
of each class.
8. Record dividends/distributions to
shareholders of each class in the
primary accounting system.
9. Aggregate the net assets for each
class and agree to the total net assets
per the primary accounting system.
10. For each class, reconcile the
current day's NAV and, if applicable,
the dividend/distribution to the
previous day's NAV and
dividend/distribution for each class.
11. The above procedures are reviewed
by the Fund supervisor or manager.
SECTION II
Tests of Operating Effectiveness
Prudential Dual Pricing Worksheet
July 1, 1992 to June 30, 1993
We reviewed the methodology and procedures for calculating the daily net asset
value and, if applicable, the dividends/distributions of the two classes of
shares and the allocation of income and expenses between the two classes of
shares.
The following are the detailed procedures which we performed with respect to
the Worksheet. These procedures were performed for selected days encompassing
all Funds subject to dual pricing during the year ended June 30, 1993, which we
believe is a representative sample, to test compliance with the control
policies and procedures as described in Section I.
Prudential Mutual Fund Management, Inc. is the manager of the Funds and has
represented to us that adequate facilities are in place to ensure
implementation of the methodology and procedures for calculating the net asset
value and dividends/distributions of the two classes of shares and the
allocation of income and expenses between the two classes of shares. Based on
our review of the description of the policies and procedures of the Worksheet,
as described in Section I, and performance of tests of operating effectiveness
as described in Section II, we concur with such representation.
Agreed "Prior Day NAV Per Share" to the previous day's Worksheet and
to the rounded NAV included on the Supersheet for each class.
Agreed "Shares Outstanding Beginning of the Day" to the Supersheet
for each class.
Agreed "Activity/Estimate" to the estimated interim share activity
reported via fax from the transfer agent for each class.
Recalculated "Current Shares Outstanding" by adding "Shares
Outstanding Beginning of the Day" and "Activity/Estimate" for each
class.
Recalculated for each class "Adjusted Total Assets" by multiplying
"Prior Day NAV Per Share" by "Current Shares Outstanding."
Recalculated "Percentage Assets-Class A/Front End" by dividing
"Adjusted Total Assets-Class A/Front End" by "Adjusted Total Assets
Composite."
Recalculated "Percentage Assets-Class B/Back End" by dividing
"Adjusted Total Assets-Class B/Back End" by "Adjusted Total Assets
Composite."
Agreed "Dividend Shares Beginning of Day" to the Supersheet for each
class.
Agreed "Activity/Estimate" to the estimated interim share activity
reported via fax from the transfer agent for each class.
Recalculated "Current Dividend Shares" by adding "Dividend Shares
Beginning of Day" and "Activity/Estimate" for each class.
Recalculated for each class "Adjusted Dividend Assets" by multiplying
"Prior Day NAV Per Share" by "Current Dividend Shares."
Recalculated "Percentage Dividend Assets-Class A/Front End" by
dividing "Adjusted Dividend Assets-Class A/Front End" by "Adjusted
Dividend Assets Composite."
Recalculated "Percentage Dividend Assets-Class B/Back End" by
dividing "Adjusted Dividend Assets-Class B/Back End" by "Adjusted
Dividend Assets Composite."
Agreed composite total "Dividend Income", "Interest Income",
"Amortization" and "Income Equalization" to the primary accounting
system.
Recalculated the allocation for each class of "Dividend Income",
"Interest Income" and "Amortization" for daily dividend funds by
multiplying the composite total by "Percentage Dividend Assets-Class
A/Front End" and "Percentage Dividend Assets-Class B/Back End," and
for non-daily dividend funds by multiplying the composite total by
"Percentage Assets-Class A/Front End" and "Percentage Assets-Class
B/Back End."
Recalculated "Daily Income", composite and for each class, by
totaling "Dividend Income", "Interest Income", "Amortization" and
"Income Equalization."
Agreed composite total "Management Fee" and "Other Fixed Expenses" to
the primary accounting system.
Recalculated the allocation for each class of "Management Fee" and
"Other Fixed Expenses" for daily dividend funds by multiplying the
composite total by "Percentage Dividend Assets-Class A/Front End" and
"Percentage Dividend Assets-Class B/Back End," and non-daily dividend
funds by multiplying the composite total by "Percentage Assets-Class
A/Front End" and "Percentage Assets-Class B/Back End."
Agreed the "12b-1 Fee-Class A/Front End" and "12b-1 Fee-Class B/Back
End" to the respective "PC Expense Worksheet."
Recalculated "Daily Expense", composite and for each class, by
totaling "Management Fee", "12b-1 Fee" and "Other Fixed Expenses."
Recalculated "Daily Net Income" for each class by subtracting "Daily
Expense" from "Daily Income."
Recalculated "Dividend Rate" for each class for daily dividend funds
by dividing "Daily Net Income" by "Dividend Shares Beginning of
Day-Class A/Front End" and "Dividend Shares Beginning of Day-Class
B/Back End."
Agreed "Daily Income" and "Income Distribution" for each class to the
primary accounting system.
Recalculated "Undistributed Net Income" for each Class by subtracting
"Income Distribution" from "Income Available for Distribution."
Agreed "Capital Stock Activity" for each Class to the Supersheet.
Agreed the "Capital Gain Distribution" to the amount recorded in the
primary accounting system.
Agreed composite total "Realized Gain/Loss", "Unrealized
Appreciation/Depreciation", "Unrealized Appreciation/Depreciation -
Options" and "Unrealized Appreciation/Depreciation - Futures" to the
primary accounting system.
Recalculated the allocation for each class of "Realized Gain/Loss",
"Unrealized Appreciation/Depreciation", "Unrealized
Appreciation/Depreciation - Options" and "Unrealized
Appreciation/Depreciation - Futures" by multiplying the composite
amount by the "Percentage Assets-Class A/Front End" and "Percentage
Assets-Class B/Back End."
Agreed "Prior Days Net Assets" to the previous day's Worksheet.
Recalculated "Net Assets", composite and for each class, by totaling
"Undistributed Net Income", "Capital Stock Activity", "Capital Gain
Distribution", "Realized Gain/Loss", "Unrealized
Appreciation/Depreciation", "Unrealized Appreciation/Depreciation -
Options", "Unrealized Appreciation/Depreciation - Futures", and
"Prior Days Net Assets."
Recalculated "NAV Per Share" dividing the "Net Assets-Class A/Front
End" and "Net Assets - Class B/Back End" by "Current Shares
Outstanding - Class A/Front End" and 'Current Shares Outstanding -
Class B/Back End", respectively.
Recalculated "Offering Price" for Class A shares by applying the
"Load" percentage as stated in the fund's prospectus.
