<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1996
REGISTRATION NOS. 2-82976
811-3712
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 23 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 26 /X/
(Check appropriate box or boxes)
------------------------
PRUDENTIAL GOVERNMENT INCOME FUND, INC.
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA,
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250
S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)
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):
<TABLE>
<C> <S>
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule
485.
If appropriate, check the following box:
/ / This post-effective amendment designates a new
effective date for a previously filed
post-effective amendment.
</TABLE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED PER UNIT OFFERING PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Shares of Common Stock, par value
$.01 per share...................... 8,467,028 $9.17 $289,992.08 $100
</TABLE>
*The calculation of the maximum aggregate offering price was made pursuant to
Rule 24e-2 and was based upon an offering price of $9.17 per share, equal to
the net asset value per share as of the close of business on April 18, 1996
pursuant to Rule 457(d). The total number of shares redeemed during the fiscal
year ended February 29, 1996 amounted to 40,370,049 shares. Of this number, no
shares have been used for reduction pursuant to paragraph (a) of Rule 24e-2 in
all previous filings of post-effective amendments during the current year, and
31,934,645 shares have been used for reduction pursuant to paragraph (c) of
Rule 24f-2 in all previous filings during the current year. 8,435,404
($82,270,251) of the redeemed shares for the fiscal year ended February 29,
1996 are being used for the reductions in the post-effective amendment being
filed herein.
PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT
HAS PREVIOUSLY REGISTERED AN INDEFINITE NUMBER OF SHARES OF COMMON STOCK, PAR
VALUE $.01 PER SHARE. THE REGISTRANT FILED A NOTICE UNDER SUCH RULE FOR ITS
FISCAL YEAR ENDED FEBRUARY 29, 1996 ON OR ABOUT APRIL 29, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ---------------------------------------------------------------------------- ------------------------------------
<S> <C> <C>
PART A
Item 1. Cover Page....................................................... Cover Page
Item 2. Synopsis......................................................... Fund Expenses; Fund Highlights
Item 3. Condensed Financial Information.................................. Fund Expenses; Financial Highlights
Item 4. General Description of Registrant................................ Cover Page; Fund Highlights; How the
Fund Invests; How the Fund is
Managed; General Information
Item 5. Management of the Fund........................................... Financial Highlights; How the Fund
is Managed; General Information
Item 5A. Management's Discussion of Fund Performance...................... Not Applicable
Item 6. Capital Stock and Other Securities............................... Taxes, Dividends and Distributions;
General Information
Item 7. Purchase of Securities Being Offered............................. Shareholder Guide; How the Fund
Values its Shares
Item 8. Redemption or Repurchase......................................... Shareholder Guide; How the Fund
Values its Shares; 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
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 and Brokerage
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, Dividends and Distributions
Item 21. Underwriters..................................................... Distributor
Item 22. Calculation of Performance Data.................................. Performance Information
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 Prospectus and Statement of Additional Information dated April 30, 1996,
as supplemented, are incorporated herein by reference in their entirety from
Post-Effective Amendment No. 22 to Registrant's Registration Statement (File No.
2-82976) filed via EDGAR on April 30, 1996.
<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 Registration Statement:
Financial Highlights
(2) Financial statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:
Portfolio of Investments at February 29, 1996 (audited).
Statement of Assets and Liabilities at February 29, 1996 (audited).
Statement of Operations for the year ended February 29, 1996
(audited).
Statement of Changes in Net Assets for the years ended February 29,
1996 and February 28, 1995 (audited).
Notes to Financial Statements.
Financial Highlights with respect to the five-year period ended
February 29, 1996 (audited).
Independent Auditors' Report.
(b) EXHIBITS:
<TABLE>
<S> <C>
1. Articles of Restatement incorporated by reference to Exhibit 1 to
Post-Effective Amendment No. 22 to Registration Statement on Form
N-1A (File No. 2-82976) filed via EDGAR.
2. Amended and Restated By-laws of the Registrant, incorporated by
reference to Exhibit 2 to Post-Effective Amendment No. 15 to
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
3. Not applicable.
4. Instruments defining rights of holders of securities being offered,
incorporated by reference to Exhibit 4 to Post-Effective Amendment
No. 15 to Registration Statement on Form N-1A (File No. 2-82976)
filed via EDGAR.
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. 6 to Registration Statement on Form
N-1A (File No. 2-82976).
(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. 6 to
Registration Statement on Form N-1A (File No. 2-82976).
6. (a) Distribution Agreement with respect to Class A shares between
Registrant and Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit 6(a) to Post-Effective Amendment
No. 18 to the Registration Statement on Form N-1A (File No. 2-82976)
filed via EDGAR.
(b) Distribution Agreement with respect to Class B shares between
Registrant and Prudential Securities Incorporated, incorporated by
reference to Exhibit 6(b) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
(c) Distribution Agreement with respect to Class C shares between
Registrant and Prudential Securities Incorporated, incorporated by
reference to Exhibit 6(c) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
(d) Dealer Agreement between Prudential-Bache Securities Inc. and
dealer or dealers to be determined, incorporated by reference to
Exhibit No. 6(b) to Post-Effective Amendment No. 2 to Registration
Statement on Form N-1A (File No. 2-82976).
</TABLE>
C-1
<PAGE>
<TABLE>
<S> <C>
(e) Form of Distribution Agreement for Class Z shares incorporated by
reference to Exhibit 6(e) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A (File No. 2-82976 filed via
EDGAR.
7. Not Applicable.
8. (a) Revised Custodian Agreement between the Registrant and State
Street Bank and Trust Company, incorporated by reference to Exhibit
No. 8(d) to Post-Effective Amendment No. 11 to Registration Statement
on Form N-1A (File No. 2-82976).
(b) Special Custody Agreement among the Registrant, State Street Bank
and Trust Company, and Goldman, Sachs & Co., incorporated by
reference to Exhibit No. 8(b) to Post-Effective Amendment No. 2 to
Registration Statement on Form N-1A (File No. 2-82976).
(c) Customer Agreement between the Registrant and Goldman, Sachs &
Co., incorporated by reference to Exhibit No. 8(c) to Post-Effective
Amendment No. 2 to the Registration Statement on Form N-1A (File No.
2-82976).
(d) Form of Amendment to Revised Custodian Agreement incorporated by
reference to Exhibit 8(d) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
9. Transfer Agency Agreement between the Registrant and Prudential
Mutual Fund Services, Inc., incorporated by reference to Exhibit No.
9 to Post-Effective Amendment No. 6 to Registration Statement on Form
N-1A (File No. 2-82976).
10. (a) Opinion and Consent, incorporated by reference to Exhibit 10 to
Post-Effective Amendment No. 2 to Registration Statement on Form N-1A
(File No. 2-82976).
(b) Opinion and Consent of Counsel.*
11. Consent of Independent Accountants.*
12. Not Applicable.
13. Purchase Agreement, incorporated by reference to Exhibit No. 13 to
Post-Effective Amendment No. 2 to Registration Statement on Form N-1A
(File No. 2-82976).
14. Not Applicable.
15. (a) Distribution and Service Plan for Class A shares, incorporated by
reference to Exhibit 15(a) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
(b) Distribution and Service Plan for Class B shares, incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
(c) Distribution and Service Plan for Class C shares, incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
16. (a) Schedule of computation of performance (Class A), incorporated by
reference to Exhibit 16(a) of Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A (File No. 2-82976).
(b) Schedule of computation of performance (Class B), incorporated by
reference to Exhibit 16(a) of Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A (File No. 2-82976).
(c) Schedule of computation of performance (Class C), incorporated by
reference to Exhibit 16(c) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
17. Financial Data Schedules filed as Exhibit 27 for electronic purposes
as part of Post-Effective Amendment No. 22 to Registration Statement
on Form N-1A (File No. 2-82976) filed via EDGAR.
18. Rule 18f-3 Plan, filed as Exhibit 18 to Post-Effective Amendment No.
21 to the Registration Statement on Form N-1A (File No. 2-82976)
filed via EDGAR on March 1, 1996.
</TABLE>
- ------------------------
*Filed herewith.
C-2
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of April 12, 1996 there were 76,793, 55,218, 221 and 1,534 record holders
of Class A, Class B, Class C and Class Z shares of common stock, respectively,
$.01 par value per share, of the Registrant.
ITEM 27. INDEMNIFICATION.
As permitted by Section 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any stockholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of Maryland General Corporation Law permits indemnification of
directors who acted in good faith and reasonably believed that the conduct was
in the best interests of the Registrant. As permitted by Section 17(i) of the
1940 Act, pursuant to Section 10 of each Distribution Agreement (Exhibit 6 to
the Registration Statement), each Distributor of the Registrant may be
indemnified against liabilities which it may incur, except liabilities arising
from bad faith, gross negligence, willful misfeasance or reckless disregard of
duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 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 in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person 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 1940 Act and will be governed by the final adjudication of such
issue.
The Registrant has purchased an insurance policy insuring its officers and
directors against 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 willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and directors under certain circumstances.
Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and the Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Section 17(h) and 17(i) of such Act remain
in effect and are consistently applied.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
(a) Prudential Mutual Fund Management, Inc.
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 the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 28, 1996).
C-3
<PAGE>
The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- ------------------------- -------------------- -------------------------------------------------------------
<S> <C> <C>
Stephen P. Fisher Senior Vice Senior Vice President, PMF; Senior Vice President, Prudential
President Securities; Vice President, PMFD
Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary and
President, General Director, PMF and PMFD; Senior Vice President, Prudential
Counsel, Secretary Securities; Director, Prudential Mutual Fund Services, Inc.
and Director (PMFS)
Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and Administrative
President, Chief Officer, Treasurer and Director, PMF; Senior Vice
Financial and President, Prudential Securities; Executive Vice President,
Administrative Treasurer, Comptroller and Director, PMFD; Director, PMFS
Officer, Treasurer
and Director
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); President,
Presidential Mutual Fund Investment Management (PMFIM)
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
Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF;
Executive Officer Executive Vice President, Director and Member of the
and Director Operating Committee, Prudential Securities; Director,
Prudential Securities Group, Inc. (PSG); Executive Vice
President, PIC; Director, PMFD; Director, PMFS
S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and Assistant
President, Senior Secretary, PMF; Senior Vice President and Senior Counsel,
Counsel and Prudential Securities
Assistant Secretary
</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 07101.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ------------------------- -------------------- -------------------------------------------------------------
<S> <C> <C>
William M. Bethke Senior Vice Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center President
Newark, NJ 07102
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Director, PMF; Vice President, Prudential; Vice President,
PIC; President, PMFIM
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ------------------------- -------------------- -------------------------------------------------------------
<S> <C> <C>
Richard A. Redeker Executive Vice President, Chief Executive Officer and Director, PMF;
One Seaport Plaza President Executive Vice President, Director and Member of the
New York, NY 10292 Operating Committee, Prudential Securities; Director, PSG;
Executive Vice President, PIC; Director, PMFD; Director,
PMFS
John L. Reeve Senior Vice Managing Director, Prudential Asset Management Group; Senior
President Vice President, PIC
Eric A. Simonson Vice President and Vice President and Director, PIC; Executive Vice President,
Director Prudential
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Prudential Securities
Prudential Securities is distributor for Command Government Fund, Command
Money Fund, Command Tax-Free Fund, Prudential Government Securities Trust
(Short-Intermediate Term Series, Money Market Series and U.S. Treasury Money
Market Series), Prudential MoneyMart Assets, Inc., Prudential Institutional
Liquidity Portfolio, Inc., Prudential Special Money Market Fund, Inc.,
Prudential Tax-Free Money Fund, Inc., Prudential Jennison Fund, Inc., The Target
Portfolio Trust, Prudential Allocation Fund, Prudential California Municipal
Fund, 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,
Prudential National Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc.,
Prudential Structured Maturity Fund, Inc., Prudential Utility Fund, Inc., The
Global Government Plus Fund, Inc., The Global Total Return Fund, Inc., Global
Utility Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth
Equity Fund) and The BlackRock Government Income Trust. Prudential Securities is
also a depositor for the following unit investment trust:
Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust
C-5
<PAGE>
(b) Information concerning the directors and officers of Prudential
Securities Incorporated is set forth below.
<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ------------------------------------ ----------------------------------------------------------- --------------
<S> <C> <C>
Robert C. Golden ................... Executive Vice President and Director None
One New York Plaza
New York, N.Y. 10292
Alan D. Hogan....................... Executive Vice President, Chief Administrative Officer and None
Director
George A. Murray.................... Executive Vice President and Director None
Leland B. Paton .................... Executive Vice President and Director None
One New York Plaza
New York, N.Y. 10292
Martin Pfinsgraff................... Executive Vice President, Chief Financial Officer and None
Director
Vincent T. Pica, II ................ Executive Vice President and Director None
One New York Plaza
New York, N.Y. 10292
Richard A. Redeker.................. Executive Vice President and Director Director and
President
Hardwick Simmons.................... Chief Executive Officer, President and Director None
Lee B. Spencer, Jr.................. General Counsel, Executive Vice President, Secretary and None
Director
<FN>
- ------------------------
(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
</TABLE>
(c) Registrant has no principal underwriter who is not an affiliated person
of the Registrant.
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 Registrant, One Seaport Plaza, New York, New York, and
Prudential Mutual Fund Services, Inc., Raritan Plaza One, Edison, New Jersey.
Documents required by Rules 31a-1(b)(5), (6), (7), (9), (10) and (11) and
31a-1(f) will be kept at 2 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 "Management of the Fund-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.
Registrant makes the following undertaking:
(a) To furnish each person to whom a prospectus is delivered with a copy of
the Fund's latest annual report upon request and without charge.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, and State of New York, on the 29th day of April, 1996.
PRUDENTIAL GOVERNMENT INCOME FUND, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------ ------------------------------------------------
<S> <C> <C>
/s/ Edward D. Beach Director April 29, 1996
- ------------------------------------
EDWARD D. BEACH
/s/ Delayne D. Gold Director April 29, 1996
- ------------------------------------
DELAYNE D. GOLD
/s/ Harry A. Jacobs, Jr. Director April 29, 1996
- ------------------------------------
HARRY A. JACOBS, JR.
/s/ Thomas T. Mooney Director April 29, 1996
- ------------------------------------
THOMAS T. MOONEY
/s/ Thomas H. O'Brien Director April 29, 1996
- ------------------------------------
THOMAS H. O'BRIEN
/s/ Thomas A. Owens, Jr. Director April 29, 1996
- ------------------------------------
THOMAS A. OWENS, JR.
/s/ Richard A. Redeker President and Director April 29, 1996
- ------------------------------------
RICHARD A. REDEKER
/s/ Stanley E. Shirk Director April 29, 1996
- ------------------------------------
STANLEY E. SHIRK
/s/ Eugene S. Stark Treasurer and Principal April 29, 1996
- ------------------------------------ Financial and Accounting
EUGENE S. STARK Officer
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
1. Articles of Restatement incorporated by reference to Exhibit 1 to
Post-Effective Amendment No. 22 to Registration Statement on Form
N-1A (File No. 2-82976) filed via EDGAR.
2. Amended and Restated By-laws of the Registrant, incorporated by
reference to Exhibit 2 to Post-Effective Amendment No. 15 to
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
3. Not applicable.
4. Instruments defining rights of holders of securities being offered,
incorporated by reference to Exhibit 4 to Post-Effective Amendment
No. 15 to Registration Statement on Form N-1A (File No. 2-82976)
filed via EDGAR.
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. 6 to Registration Statement on Form
N-1A (File No. 2-82976).
(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. 6 to
Registration Statement on Form N-1A (File No. 2-82976).
6. (a) Distribution Agreement with respect to Class A shares between
Registrant and Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit 6(a) to Post-Effective Amendment
No. 18 to the Registration Statement on Form N-1A (File No. 2-82976)
filed via EDGAR.
(b) Distribution Agreement with respect to Class B shares between
Registrant and Prudential Securities Incorporated, incorporated by
reference to Exhibit 6(b) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
(c) Distribution Agreement with respect to Class C shares between
Registrant and Prudential Securities Incorporated, incorporated by
reference to Exhibit 6(c) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
(d) Dealer Agreement between Prudential-Bache Securities Inc. and
dealer or dealers to be determined, incorporated by reference to
Exhibit No. 6(b) to Post-Effective Amendment No. 2 to Registration
Statement on Form N-1A (File No. 2-82976).
(e) Form of Distribution Agreement for Class Z shares incorporated by
reference to Exhibit 6(e) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
7. Not Applicable.
8. (a) Revised Custodian Agreement between the Registrant and State
Street Bank and Trust Company, incorporated by reference to Exhibit
No. 8(d) to Post-Effective Amendment No. 11 to Registration Statement
on Form N-1A (File No. 2-82976).
(b) Special Custody Agreement among the Registrant, State Street Bank
and Trust Company, and Goldman, Sachs & Co., incorporated by
reference to Exhibit No. 8(b) to Post-Effective Amendment No. 2 to
Registration Statement on Form N-1A (File No. 2-82976).
(c) Customer Agreement between the Registrant and Goldman, Sachs &
Co., incorporated by reference to Exhibit No. 8(c) to Post-Effective
Amendment No. 2 to the Registration Statement on Form N-1A (File No.
2-82976).
(d) Form of Amendment to Custodian Contract incorporated by reference
to Exhibit 8(d) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
9. Transfer Agency Agreement between the Registrant and Prudential
Mutual Fund Services, Inc., incorporated by reference to Exhibit No.
9 to Post-Effective Amendment No. 6 to Registration Statement on Form
N-1A (File No. 2-82976).
10. (a) Opinion and Consent, incorporated by reference to Exhibit 10 to
Post-Effective Amendment No. 2 to Registration Statement on Form N-1A
(File No. 2-82976).
(b) Opinion and Consent of Counsel.*
11. Consent of Independent Accountants.*
12. Not Applicable.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
13. Purchase Agreement, incorporated by reference to Exhibit No. 13 to
Post-Effective Amendment No. 2 to Registration Statement on Form N-1A
(File No. 2-82976).
14. Not Applicable.
15. (a) Distribution and Service Plan for Class A shares, incorporated by
reference to Exhibit 15(a) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
(b) Distribution and Service Plan for Class B shares, incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
(c) Distribution and Service Plan for Class C shares, incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
16. (a) Schedule of computation of performance (Class A), incorporated by
reference to Exhibit 16(a) of Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A (File No. 2-82976).
(b) Schedule of computation of performance (Class B), incorporated by
reference to Exhibit 16(a) of Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A (File No. 2-82976).
(c) Schedule of computation of performance (Class C), incorporated by
reference to Exhibit 16(c) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-82976) filed via
EDGAR.
17. Financial Data Schedules, filed as Exhibit 27 for electronic purposes
as part of Post-Effective Amendment No. 22 to Registration Statement
on Form N-1A (File No. 2-82976) filed via EDGAR.
18. Rule 18f-3 Plan, filed as Exhibit 18 to Post-Effective Amendment No.
21 to the Registration Statement on Form N-1A (File No. 2-82976)
filed via EDGAR on March 1, 1996.
</TABLE>
- ------------------------
*Filed herewith.
<PAGE>
Exhibit 10(b)
Shereff, Friedman, Hoffman & Goodman, LLP
818 Third Avenue
New York, New York 10022-9998
May 1, 1996
Prudential Government Income Fund, Inc.
One Seaport Plaza - 25th Floor
New York, New York 10292
Dear Sirs:
Prudential Government Income Fund, Inc. (the "Fund"), a Maryland
corporation, is filing with the Securities and Exchange Commission (the
"Commission") Post-Effective Amendment No. 23 to its Registration Statement
under the Securities Act of 1933 (the "Act") on Form N-1A (File No. 02-82976)
relating, among other things, to the registration under the Act of 8,467,028
additional shares of Common Stock, par value one cent ($0.01) per share (the
"additional shares"), which are to be offered and sold by the Fund in the manner
and on the terms set forth in the prospectus current and effective under the
Act at the time of sale. 8,435,404 of the additional shares are previously
outstanding shares of Common Stock of the Fund which were redeemed by the
Fund during the fiscal year ended February 29, 1996 but have not previously
been used by the Fund for a redemption pursuant to paragraph (a) of Rule
24e-2 under the Investment Company Act of 1940 (the "1940 Act") during the
current fiscal year or pursuant to paragraph (e) of Rule 24f-2 under the 1940
Act in all previous filings during the current fiscal year.
We have, as counsel, participated in various proceedings relating to the
Fund and to the proposed issuance of the additional shares. We have examined
copies, either certified or otherwise proven to our satisfaction to be
genuine, of the Fund's Articles of Incorporation and By-laws, as currently in
effect, and a certificate issued by the State Department of Assessments and
Taxation of the State of Maryland, dated April 18, 1996, certifying the
existence and good standing of the Fund. We are generally familiar with the
corporate affairs of the Fund.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally existing under
the laws of the State of Maryland.
<PAGE>
Prudential Government Income Fund, Inc.
May 1, 1996
Page 2
2. The Fund is authorized by its Articles of Incorporation to issue
two billion (2,000,000,000) shares. Under Maryland law (i) the
Board of Directors of the Fund may increase or decrease the
number of shares that the Fund has authority to issue, and (ii)
shares which were issued and which have subsequently been
redeemed by the Fund are, by virtue of such redemption, restored
to the status of authorized and unissued shares.
3. Subject to the effectiveness of the above-mentioned
Post-Effective Amendment No. 23 to the Fund's Registration
Statement and compliance with applicable state securities laws,
upon the issuance of the additional shares for a consideration
not less than the par value thereof as required by the laws of
Maryland, and not less than the net asset value thereof as
required by the 1940 Act and in accordance with the terms of the
Registration Statement, such shares will be legally issued and
outstanding and fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as a
part of the above-mentioned Post-Effective Amendment No. 23 to the
Registration Statement and with any state securities commission where such
filing is required. In giving this consent we do not admit that we come
within the category of persons whose consent is required under Section 7 of
the Act.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other
than those of the United States of America and the State of New York. We note
that we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion herein involves the law of Maryland, such opinion
should be understood to be based solely upon our review of the documents
referred to above, the published statutes of the State of Maryland and, where
applicable, published cases, rules or regulations of regulatory bodies of
that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 23 to Registration
Statement No. 2-82976 of Prudential Government Income Fund, Inc. of our
report dated April 10, 1996, 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
May 1, 1996
